HALIFAX LIFE LIMITED

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Annual PRA Insurance Returns for the year ended 31 December 2015 IPRU(INS) Appendices 9.1, 9.3, 9.4, 9.6

Balance Sheet and Profit and Loss Account Contents Long Term Insurance Business: Revenue Account and Additional Information Form 40 Revenue account 1 Form 41 Analysis of premiums 2 Form 42 Analysis of claims 3 Form 43 Analysis of expenses 4 Form 45 Revenue account for internal linked funds 5 Form 46 Summary of new business 6 Form 47 Analysis of new business 7 Supplementary notes to the return 9 Additional information on controllers 10 Directors' Certificate 11 Auditor's Report 12

21032016:10:41:22 Long-term insurance business : Revenue account Form 40 Name of insurer Total business / subfund LONG TERM BUSINESS FUND - NON PROFIT Units 000 Financial year Previous year 1 2 Income Earned premiums 11 (1857788) 144819 Investment income receivable before deduction of tax Increase (decrease) in the value of non-linked assets brought into account Increase (decrease) in the value of linked assets 12 107268 144316 13 (21672) 57913 14 67855 111896 Other income 15 27840 295 Total income 19 (1676497) 459239 Expenditure Claims incurred 21 420893 493616 Expenses payable Interest payable before the deduction of tax Taxation 22 23807 22930 23 166 81 24 10729 11625 Other expenditure 25 Transfer to (from) non technical account 26 40000 Total expenditure 29 455595 568252 Business transfers - in 31 Business transfers - out 32 3339400 Increase (decrease) in fund in financial year (19-29+31-32) 39 (5471492) (109013) Fund brought forward 49 5471493 5580506 Fund carried forward (39+49) 59 0 5471493 1

21032016:10:41:22 Long-term insurance business : Analysis of premiums Form 41 Name of insurer Total business / subfund LONG TERM BUSINESS FUND - NON PROFIT Units 000 UK Life UK Pension Overseas Total Financial year Total Previous year 1 2 3 4 5 Gross Regular premiums 11 5583 77688 83271 123315 Single premiums 12 (142392) (1800328) (1942719) 23157 Reinsurance - external Regular premiums 13 900 900 900 Single premiums 14 (3174) (3174) Reinsurance - intra-group Regular premiums 15 293 293 95 Single premiums 16 321 321 659 Net of reinsurance Regular premiums 17 5583 76495 82078 122320 Single premiums 18 (142392) (1797474) (1939866) 22498 Total Gross 19 (136808) (1722640) (1859448) 146473 Reinsurance 20 (1660) (1660) 1654 Net 21 (136808) (1720979) (1857788) 144819 2

21032016:10:41:22 Long-term insurance business : Analysis of claims Form 42 Name of insurer Total business / subfund LONG TERM BUSINESS FUND - NON PROFIT Units 000 UK Life UK Pension Overseas Total Financial year Total Previous year 1 2 3 4 5 Gross Death or disability lump sums 11 8237 10404 18641 32220 Disability periodic payments 12 Surrender or partial surrender 13 2444 351778 354222 385487 Annuity payments 14 1093 42081 43174 37961 Lump sums on maturity 15 95 21548 21643 60115 Total 16 11869 425811 437679 515783 Reinsurance - external Death or disability lump sums 21 Disability periodic payments 22 Surrender or partial surrender 23 Annuity payments 24 Lump sums on maturity 25 Total 26 Reinsurance - intra-group Death or disability lump sums 31 3876 637 4513 7179 Disability periodic payments 32 Surrender or partial surrender 33 57 5030 5087 8083 Annuity payments 34 579 6549 7128 6630 Lump sums on maturity 35 47 11 58 276 Total 36 4559 12228 16787 22167 Net of reinsurance Death or disability lump sums 41 4361 9767 14127 25041 Disability periodic payments 42 Surrender or partial surrender 43 2387 346748 349135 377404 Annuity payments 44 514 35532 36046 31331 Lump sums on maturity 45 48 21537 21584 59839 Total 46 7310 413583 420893 493616 3

21032016:10:41:22 Long-term insurance business : Analysis of expenses Form 43 Name of insurer Total business / subfund LONG TERM BUSINESS FUND - NON PROFIT Units 000 UK Life UK Pension Overseas Total Financial year Total Previous year 1 2 3 4 5 Gross Commission - acquisition 11 Commission - other 12 2373 2373 2259 Management - acquisition 13 2170 2170 1839 Management - maintenance 14 674 18591 19265 18833 Management - other 15 Total 16 674 23133 23807 22930 Reinsurance - external Commission - acquisition 21 Commission - other 22 Management - acquisition 23 Management - maintenance 24 Management - other 25 Total 26 Reinsurance - intra-group Commission - acquisition 31 Commission - other 32 Management - acquisition 33 Management - maintenance 34 Management - other 35 Total 36 Net of reinsurance Commission - acquisition 41 Commission - other 42 2373 2373 2259 Management - acquisition 43 2170 2170 1839 Management - maintenance 44 674 18591 19265 18833 Management - other 45 Total 46 674 23133 23807 22930 4

21032016:10:41:22 Long-term insurance business : Revenue account for internal linked funds Form 45 Name of insurer Total business Units 000 Financial year Previous year 1 2 Income Value of total creation of units Investment income attributable to the funds before deduction of tax Increase (decrease) in the value of investments in the financial year Other income 11 121505 192874 12 88888 127200 13 75192 112630 14 1 Total income 19 285586 432704 Expenditure Value of total cancellation of units Charges for management Charges in respect of tax on investment income Taxation on realised capital gains Increase (decrease) in amount set aside for tax on capital gains not yet realised Other expenditure 21 2353249 528516 22 30285 40977 23 4 207 24 2761 54 25 (1783) 177 26 2799759 225 Total expenditure 29 5184275 570155 Increase (decrease) in funds in financial year (19-29) Internal linked fund brought forward Internal linked funds carried forward (39+49) 39 (4898689) (137451) 49 4898689 5036140 59 4898689 5

21032016:10:41:22 Long-term insurance business : Summary of new business Form 46 Name of insurer Total business Units 000 UK Life UK Pension Overseas Total Financial year Total Previous year 1 2 3 4 5 Number of new policyholders/ scheme members for direct insurance business Regular premium business 11 50 50 64 Single premium business 12 312 312 587 Total 13 362 362 651 Amount of new regular premiums Direct insurance business 21 2769 2769 3488 External reinsurance 22 3924 Intra-group reinsurance 23 Total 24 2769 2769 7411 Amount of new single premiums Direct insurance business 25 2242 2242 3828 External reinsurance 26 16000 16000 18077 Intra-group reinsurance 27 295 295 1253 Total 28 295 18242 18537 23157 6

7 21032016:10:41:22 Form 47 Long-term insurance business : Analysis of new business Name of insurer Total business Units 000 UK Pension / Direct Insurance Business Product code number Product description Regular premium business Number of policyholders / scheme members Amount of premiums Single premium business Number of policyholders / scheme members Amount of premiums 1 2 3 4 5 6 400 Annuity non-profit (CPA) 128 507 725 Individual Pensions Property Linked 2 1904 6 1624 735 Group money purchase pensions property linked 48 865 178 110 750 Income drawdown property linked

8 21032016:10:41:22 Form 47 Long-term insurance business : Analysis of new business Name of insurer Total business Units 000 UK Pension / Reinsurance accepted external Product code number Product description Regular premium business Number of policyholders / scheme members Amount of premiums Single premium business Number of policyholders / scheme members Amount of premiums 1 2 3 4 5 6 435 Miscellaneous non-profit (ELAS) 16000

RETURNS UNDER THE ACCOUNTS AND STATEMENTS RULES FINANCIAL YEAR ENDED 31 DECEMBER 2015 NOTES TO THE FORMS *4002* Details of other income 000 Stock lending income 24 Other Income 404 Consideration received for disposal of reinsured business 27,412 Other income Form 40 Line 15 27,840 *4004* Business transfers out On 31 December 2015 the Company transferred the long-term fund along with the majority of the shareholders fund assets to Scottish Widows Limited ( SWL ), in accordance with a Court Scheme under Part VII of the Financial Services and Markets Act 2000 ( FSMA ). The total shown as a business transfer out on Form 40 Line 32 is 3,339.4m which is equal to the net of reinsurance mathematical reserves plus declared surplus transferred at the transfer date. No long-term insurance business has been carried on since the year end, there is no intention to carry on further any such business. The entity is not carrying on general insurance business. *4008* Provision of management services and name of the party providing such services Aberdeen Asset Management and Insight Investment Funds Management Limited provided investment management services to the Company during the year. *4502* Details of items reported as "other income" or "other expenditure" Other expenditure 000 Property expenditure Bank overdraft interest Insurance business transfer 80 38 2,799,641 Other expenditure Form 45 Line 26 2,799,759. 9

RETURNS UNDER THE ACCOUNTS AND STATEMENTS RULES FINANCIAL YEAR ENDED 31 DECEMBER 2015 STATEMENT OF INFORMATION ON SHAREHOLDER CONTROLLER AS REQUIRED BY RULE 9.30 OF THE ACCOUNTS AND STATEMENTS RULES The immediate shareholder controller of the Company during the financial year was Scottish Widows Limited (formerly Clerical Medical Investment Group Limited). Halifax Life Limited is a wholly owned and controlled subsidiary of Scottish Widows Limited. Scottish Widows Limited is a wholly owned and controlled subsidiary of Scottish Widows Group Limited. Scottish Widows Group Limited is a wholly owned and controlled subsidiary of Lloyds Bank plc. Lloyds Bank plc is a wholly owned and controlled subsidiary of Lloyds Banking Group plc. Scottish Widows Limited holds all the issued shares of the Company and is thereby entitled to exercise all the associated voting powers at any general meeting of the Company. 10

RETURNS UNDER THE ACCOUNTS AND STATEMENTS RULES FINANCIAL YEAR ENDED 31 DECEMBER 2015 DIRECTORS CERTIFICATE REQUIRED BY RULE 9.34 OF THE ACCOUNTS AND STATEMENT RULES We certify that: (a) the return has been properly prepared in accordance with the requirements in IPRU (INS), GENPRU and INSPRU; (b) we are satisfied that throughout the financial year in question, the insurer has complied in all material respects with the requirements of the Fundamental Rules, SYSC as well as the provisions of IPRU(INS), GENPRU and INSPRU. (c) in our opinion premiums for contracts entered into during the financial year and the resulting income earned are sufficient, under reasonable actuarial methods and assumptions, and taking into account the other financial resources of the insurer that are available for the purpose, to enable the insurer to meet its obligations in respect of those contracts and, in particular, to establish adequate mathematical reserves; (d) we have, in preparing the return, taken and paid due regard to- i. advice from every actuary appointed by the insurer to perform the actuarial function in accordance with SUP 4.3.13R The certificate required by IPRU(INS) Appendix 9.6 paragraph 1(1)(b)(ii) in respect of compliance since the end of the financial year in question with the requirements in SYSC, Fundamental Rules and the provisions of IPRU(INS), GENPRU and INSPRU and ongoing compliance has not been provided. This is because these requirements have been replaced as from 1 January 2016, the commencement date of Solvency II, so the firm is subject to a new regulatory regime. A M Parsons Director J M Black Director R F C Taylor Director Date: 21 March 2016 11

RETURNS UNDER THE ACCOUNTS AND STATEMENTS RULES FINANCIAL YEAR ENDED 31 DECEMBER 2015 Auditors report: Regulatory Return for a life insurance company Global business Independent auditors report to the directors pursuant to rule 9.35 of the Interim Prudential Sourcebook for Insurers We have audited the following documents prepared by the insurer pursuant to the Accounts and Statements Rules set out in Part I and Part IV of Chapter 9 to IPRU(INS) the Interim Prudential Sourcebook for Insurers, GENPRU the General Prudential Sourcebook and INSPRU the Prudential Sourcebook for Insurers ( the Rules ) made by the Prudential Regulation Authority under section 137G of the Financial Services and Markets Act 2000: Forms 40, 41, 42, 43 and 45 (including the supplementary notes) on pages 1 to 5 ( the Forms ); We are not required to audit and do not express an opinion on: Forms 46 and 47 (including the supplementary notes) on pages 6 to 8; The certificate required by IPRU(INS) rule 9.34 on page 11. Respective responsibilities of the insurer and its auditors The insurer is responsible for the preparation of an annual return under the provisions of the Rules. Under IPRU(INS) rule 9.11 the Forms are required to be prepared in the manner specified by the Rules and to state fairly the information provided on the basis required by the Rules. The methods and assumptions determined by the insurer and used to perform the actuarial investigation are required to reflect appropriately the requirements of INSPRU 1.2. It is our responsibility to form an independent opinion as to whether the Forms meet these requirements, and to report our opinion to you. We also report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the Forms are not in agreement with the accounting records and returns; or we have not received all the information we require for our audit. This report has been prepared for the directors of the insurer to comply with their obligations under IPRU(INS) rule 9.35 and for no other purpose. We do not, in providing this report, accept or assume responsibility for any other purpose save where expressly agreed by our prior consent in writing. Basis of opinion We conducted our work in accordance with Practice Note 20 'The audit of insurers in the United Kingdom (Revised)' issued by the Auditing Practices Board. Our work included examination, on a test basis, of evidence relevant to the amounts and disclosures in the Forms. The evidence included that previously obtained by us relating to the audit of the financial statements of the insurer for the financial year. It also included an assessment of the significant estimates and judgements made by the insurer in the preparation of the Forms. 12

RETURNS UNDER THE ACCOUNTS AND STATEMENTS RULES FINANCIAL YEAR ENDED 31 DECEMBER 2015 Basis of opinion (continued) We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Forms are free from material misstatement, whether caused by fraud or other irregularity or error and comply with IPRU(INS) rule 9.11. In accordance with IPRU(INS) rule 9.35(1A), to the extent that any document, Form, statement, analysis or report to be examined under IPRU(INS) rule 9.35(1) contains amounts or information abstracted from the actuarial investigation performed pursuant to IPRU(INS) rule 9.4, we have obtained and paid due regard to advice from a suitably qualified actuary who is independent of the insurer. Opinion In our opinion: (i) the Forms fairly state the information provided on the basis required by the Rules and have been properly prepared in accordance with the provisions of those Rules; and (ii) the methods and assumptions determined by the insurer and used to perform the actuarial investigation appropriately reflect the requirements of INSPRU 1.2. PricewaterhouseCoopers LLP Chartered Accountants Date 21 March 2016 13