UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 20-F THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 31 December 2014 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND (Exact name of registrant as specified in its charter) IRELAND (Jurisdiction of incorporation or organisation) 40 MESPIL ROAD, DUBLIN 4, IRELAND (Address of principal executive offices) The Governor and Company of the Bank of Ireland 40 Mespil Road, Dublin 4, Ireland Telephone no: Facsimile no: (Name, telephone number, facsimile number and address of company contact person) Securities registered or to be registered pursuant Name of each exchange on which registered to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Title of each class Ordinary stock (nominal value of A0.05 each) American Depositary Shares, each representing 40 units of ordinary stock (nominal value of A0.05 each) Effective 17 February 2015, the listing of the registrant s ordinary stock and American Depositary Shares on the New York Stock Exchange was terminated. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the Issuer s classes of capital or common stock as of 31 December 2014: Ordinary stock (nominal value of A0.05 per unit): 32,363,275,073 Deferred stock (nominal value of A0.01 per unit): 91,980,594,628 Preference stock (nominal value of A1.27 per unit): 3,026,598 Preference stock (nominal value of A0.01 per unit): 1,300,000,000 Preference stock (nominal value of Stg 1 per unit): 1,876,090 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of YES NO Note checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES NO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated file and large accelerated file in Rule 12b-2 of the Exchange Act: Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO

2 Contents THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ANNUAL REPORT ON FORM 20-F TABLE OF CONTENTS Cross reference Index... 3 Presentation of Information Forward Looking Information... 6 Definitions... 8 Reporting Currency... 8 Exchange Rates... 8 Business Review Selected Consolidated Financial Data Operating and Financial Review and Prospects Risk Management Report Governance Corporate Governance Statement Charter and Bye-Laws Directors and Senior Management Remuneration Report Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Financial Statements Other Supplementary Information Group Exposures to Selected Countries Supplementary Asset Quality and Forbearance Disclosures Other Disclosures Additional Information General Information on the Company Competition Supervision and Regulation Iran Threat Reduction and Syria Human Rights Act of Interest Rates Ireland, UK and US Average Balance Sheet and Interest Rates Change in Net Interest Income Description of Assets and Liabilities Terms of Office of the Directors Group Pension Plans Indebtedness of Directors and Executive Officers Stock Options Directors and Executive Officers Interest in Stock Control of Registrants Description of US Stockholders Dividend Policy Legal Proceedings Nature of the Trading Market Exchange Controls and Other Limitations Affecting Security Holders Page 1

3 Contents Taxation Documents available through the SEC Relations with Stockholders American Depositary Shares Material Modifications to the Rights of Security Holders & Use of Proceeds Controls and Procedures Audit Committee Financial Expert Code of Ethics Principal Accountant Fees and Services Purchases of Equity Securities by the Issuer and Affiliated Purchasers Unresolved Staff Comments Defaults, Dividends, Arrearages and Delinquencies Exhibits Glossary (Definitions & Abbreviations) Signatures Page 2

4 CROSS REFERENCE INDEX Item Cross reference to: Page Item 1 Identity of Directors, Senior Not applicable. Management and Advisors Item 2 Offer Statistics and Expected Timetable Not applicable. Item 3 Key Information Selected Consolidated Financial Data Selected Consolidated Financial Data Risk Factors Principal Risks and Uncertainties Item 4 Information on the Company General Additional Information Corporate Structure Financial Information Operating segments Principal Capital Expenditures and Financial Information (Loss) / profit on Divestitures disposal / liquidation of business activities Material Subsidiaries Financial Information Principal undertakings Description of Property Additional Information Financial Information Property plant and equipment Competition Additional Information Supervision and Regulation Additional Information Item 4A Unresolved Staff Comments Additional Information Item 5 Operating and Financial Review and Prospects Overview and Market Environment Basis of Presentation Overview and Market Environment Critical Accounting Estimates and Financial Information Judgements Liquidity and Capital Resources Risk Management Report Analysis of Results of Operations Operating and Financial Review and Prospects Average Balance Sheet and Interest Rates Additional Information Description of Assets and Liabilities Additional Information

5 CROSS REFERENCE INDEX (Continued) Item Cross reference to: Page Item 6 Directors, Senior Management and Employees Directors and Senior Management Directors and Senior Management Additional Information Remuneration of Directors and Officers Remuneration Report Additional Information Corporate Governance Statement Corporate Governance Statement Court Appointed Executive Committees Corporate Governance Statement Employees Financial Information Other operating expenses Stock Options Additional Information Item 7 Major Stockholders and Related Party Transactions Control of Registrant Additional Information Related Party Transactions Financial Information Related party transactions Description of US stockholders Additional Information Item 8 Financial Information Dividend Policy Additional Information Legal Proceedings Additional Information Significant changes Financial Information Post balance sheet events Prospective Accounting Changes / Impact of Financial Information Accounting policies New Accounting Policies Item 9 The Offer and the Listing Nature of the Trading Market Additional Information Item 10 Additional Information Charter and Bye-Laws Charter and Bye-Laws Corporate Governance Statement Financial Information Capital stock Exchange Controls and Other Limitations Affecting Security Holders Additional Information Taxation Additional Information Documents available through the SEC Additional Information Relations with Stockholders Additional Information

6 CROSS REFERENCE INDEX (Continued) Item Cross reference to: Page Item 11 Quantitative and Qualitative Risk Management Report Disclosures about Market Risk Item 12 Description of Securities other than Equity Securities American Depositary Shares Additional Information Item 13 Defaults, Dividend Arrearages & Additional Information Delinquencies Item 14 Material Modifications to the Additional Information Rights of Security Holders & Use of Proceeds Item 15 Controls & Procedures Additional Information Item 16 Audit Committee Financial Expert Additional Information Code of Ethics Additional Information Principal Accountant Fees and Services Additional Information Exemptions from the Listing Standards for Not applicable... Audit Committees Purchases of Equity Securities by the Issuer Additional Information and Affiliated Purchasers Change in Registrant s Certifying Not applicable... Accountants Corporate Governance Corporate Governance Statement Mine Safety Disclosure Not applicable... Item 17 Financial Statements Not applicable... Item 18 Financial Statements Consolidated Financial Statements Item 19 Exhibits 473 5

7 PRESENTATION OF INFORMATION In this Annual Report on Form 20-F (Annual Report or Form 20-F), the term Ordinary Stock refers to units of ordinary stock of The Governor and Company of the Bank of Ireland (the Bank ) and the term ADSs refers to American Depositary Shares each representing the right to receive forty units of ordinary stock and evidenced by American Depositary Receipts (ADRs). The ADSs are listed on the New York Stock Exchange and are evidenced by ADRs issued by The Bank of New York Mellon as Depositary under a Deposit Agreement. Unless a specific source is identified, all information regarding market and other operating and statistical data provided in this Annual Report is based on the Group s own estimates. In making estimates, the Group relies on data produced internally and, where appropriate, external sources, including information made public by other market participants or associations. Information found on any website address included in this Annual Report is not part of or incorporated into this Annual Report and the inclusion of such addresses is for the reader s reference only. Certain definitions are also in the Glossary (Definitions and Abbreviations) section on page 475 of this Form 20-F. Forward Looking Information This document contains certain forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934 and Section 27A of the US Securities Act of 1933 with respect to certain of the Bank of Ireland Group s (the Group ) plans and its current goals and expectations relating to its future financial condition and performance, the markets in which it operates, and its future capital requirements. These forward-looking statements often can be identified by the fact that they do not relate only to historical or current facts. Generally, but not always, words such as may, could, should, will, expect, intend, estimate, anticipate, assume, believe, plan, seek, continue, target, goal, would, or their negative variations or similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward looking. Examples of forward-looking statements include among others, statements regarding the Group s near term and longer term future capital requirements and ratios, level of ownership by the Irish Government, loan to deposit ratios, expected impairment charges, the level of the Group s assets, the Group s financial position, future income, business strategy, projected costs, margins, future payment of dividends, the implementation of changes in respect of certain of the Group s pension schemes, estimates of capital expenditures, discussions with Irish, United Kingdom, European and other regulators and plans and objectives for future operations. Such forward-looking statements are inherently subject to risks and uncertainties, and hence actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following: geopolitical risks, such as those associated with crises in the Middle East and increasing political tensions in respect of the Ukraine, which could potentially adversely impact the markets in which the Group operates; concerns on sovereign debt and financial uncertainties in the EU and in member countries such as Greece and the potential effects of those uncertainties on the Group; general and sector specific economic conditions in Ireland, the United Kingdom and the other markets in which the Group operates; 6

8 PRESENTATION OF INFORMATION (Continued) the ability of the Group to generate additional liquidity and capital as required; the effects of extensive asset quality review and stress tests conducted by the European Central Bank and any capital or other assessments undertaken by regulators; property market conditions in Ireland and the United Kingdom; the potential exposure of the Group to various types of market risks, such as interest rate risk, foreign exchange rate risk, credit risk and commodity price risk; deterioration in the credit quality of the Group s borrowers and counterparties, as well as increased difficulties in relation to the recoverability of loans and other amounts due from such borrowers and counterparties, have resulted in significant increases, and could result in further significant increases, in the Group s impaired loans and impairment provisions; the impact on lending and other activity arising from the emerging macro prudential policies; the performance and volatility of international capital markets; the effects of the Irish Government s stockholding in the Group (through the Ireland Strategic Investment Fund) and possible changes in the level of such stockholding; the impact of downgrades in the Group s or the Irish Government s credit ratings or outlook; the stability of the eurozone; changes in the Irish and United Kingdom banking systems; changes in applicable laws, regulations and taxes in jurisdictions in which the Group operates particularly banking regulation by the Irish and United Kingdom Governments together with the operation of the Single Supervisory Mechanism and the establishment of the Single Resolution Mechanism; the exercise by regulators of powers of regulation and oversight in Ireland and the United Kingdom; the introduction of new government policies or the amendment of existing policies in Ireland or the United Kingdom; the outcome of any legal claims brought against the Group by third parties or legal or regulatory proceedings or any Irish banking inquiry more generally, that may have implications for the Group; the development and implementation of the Group s strategy, including the Group s ability to achieve net interest margin increases and cost reductions; the responsibility of the Group for contributing to compensation schemes in respect of banks and other authorised financial services firms in Ireland and the United Kingdom that may be unable to meet their obligations to customers; the inherent risk within the Group s life assurance business involving claims, as well as market conditions generally; potential further contributions to the Group sponsored pension schemes if the value of pension fund assets is not sufficient to cover potential obligations; the impact of the continuing implementation of significant regulatory developments such as Basel III, Capital Requirements Directive (CRD) IV, Solvency II and the Recovery and Resolution Directive; and 7

9 PRESENTATION OF INFORMATION (Continued) the Group s ability to address weaknesses or failures in its internal processes and procedures including information technology issues and equipment failures and other operational risks. Analyses of asset quality and impairment in addition to liquidity and funding are set out in the Risk Management Report. Investors should read Principal risks and uncertainties in this document beginning on page 69. Nothing in this document should be considered to be a forecast of future profitability or financial position and none of the information in this document is or is intended to be a profit forecast or profit estimate. Any forward-looking statement speaks only as at the date it is made. The Group does not undertake to release publicly any revision to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date hereof. The reader should however, consult any additional disclosures that the Group has made or may make in documents filed or submitted or may file or submit to the US Securities and Exchange Commission. Definitions For the purposes of this Annual Report, the term Bank means The Governor and Company of the Bank of Ireland, the terms Group and Bank of Ireland Group mean the Bank and its consolidated subsidiaries and, where the context permits, its interests in associated companies and joint ventures. The term the State means the Republic of Ireland, its Government and, where and if relevant, Government departments, agencies and local Government bodies. Certain financial and statistical information in this Annual Report is presented separately for domestic and foreign activities. Domestic activities include transactions recorded on the books of the Group branches and offices located in Ireland. Foreign activities include transactions recorded on the books of the Group branches and offices in the United Kingdom UK, the United States of America US and elsewhere outside of Ireland. Unless otherwise stated, for the purposes of this Annual Report, references to Ireland exclude Northern Ireland. Further definitions are set out in the Glossary (Definitions and Abbreviations) section on page 475 of this Form 20-F. Reporting Currency The Group publishes consolidated financial statements in euro A or EUR. Each euro is made up of one hundred cent, each of which is represented by the symbol c in this Annual Report. References to dollars, US$, $ or are to US currency, and references to Stg, GBP and pounds sterling are to UK currency. Amounts in dollars, unless otherwise stated, for the current financial (fiscal) year have been translated from euro at the rate prevailing on 31 December 2014 as shown below under Exchange Rates. This rate should not be construed as a representation that the euro amounts actually denote such dollar amounts or have been, could have been, or could be converted into dollars at the rate indicated. Exchange Rates As a significant portion of the assets, liabilities, income and expenses of the Group is denominated in currencies other than euro, fluctuations in the value of the euro relative to other currencies have an effect on the euro value of assets and liabilities denominated in such currencies as well as on the Group s results 8

10 PRESENTATION OF INFORMATION (Continued) of operations. The principal foreign currencies affecting the Group s financial statements are sterling and the dollar. At 18 March 2015, the spot rate was US$ = A1.00. The following table sets forth, for the dates or periods indicated, the spot or Noon Buying Rate in New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York (the Noon Buying Rate ) and the rates used by the Group in the preparation of its consolidated financial statements, which are sourced from the European Central Bank (ECB): Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December (US$ per E) Dollar / euro rates: End of period Average (1) High Low End of period rate used by the Group (2) Average rate used by the Group (2) The highest spot or noon buying rate for each of the last six months was: February 2015: , January 2015: , December 2014: , November 2014: , October 2014: , September 2014: The lowest spot or noon buying rate for each of the last six months was: February 2015: , January 2015: , December 2014: , November 2014: , October 2014: , September 2014: Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December (Stg per E) Sterling / euro rates: End of period rate used by the Group (2) Average rate used by the Group (2) (1) The average of the spot or Noon Buying Rates on the last day of each month during the Group s financial year / period. (2) The rates used by the Group in the preparation of its consolidated financial statements. 9

11 BUSINESS REVIEW Selected Consolidated Financial Data The following tables present selected consolidated financial data which have been derived from the audited consolidated financial statements of the Group. Tables 1 and 2 detail financial data under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) for the years ended 31 December 2014, 2013, 2012, 2011 and The consolidated financial statements of the Group are prepared in accordance with IFRS as issued by the IASB for the years ended 31 December 2014, 2013, 2012, 2011 and The financial statements on pages 199 to 356 cover the three years ended 31 December 2014, 2013 and The EU adopted version of IAS 39 currently relaxes some of the hedge accounting rules in IAS 39 Financial Instruments Recognition and Measurement. The Group has not availed of this relaxation, hence these financial statements comply with both IFRS as adopted by the EU and IFRS as issued by the IASB. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, the consolidated financial statements of the Group and the notes thereto, which are included in this Annual Report. The financial results should not be construed as indicative of financial results for subsequent periods. See Operating and Financial Review and Prospects. 10

12 BUSINESS REVIEW (Continued) Selected Consolidated Financial Data (Continued) Table 1 Restated (2) Restated (2) Year ended Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December 31 December 2014 (1) US$m (in E millions, except per unit amounts and percentages) Income Statement Data Interest income... 4,167 3,432 3,669 4,006 4,618 5,179 Interest expense... (1,349) (1,111) (1,665) (2,560) (3,076) (2,960) Net interest income... 2,818 2,321 2,004 1,446 1,542 2,219 Net insurance premium income... 1,632 1,344 1,073 1, Fees and commission income Fees and commission expense... (260) (214) (192) (215) (192) (257) Net trading (expense) / income... (51) (42) 12 (275) Life assurance investment income, gains and losses (38) 474 (Loss) / gain on liability management exercises.. (6) (5) ,789 1,402 Other operating income (1) 199 Total operating income... 6,132 5,051 3,989 3,454 4,660 5,864 Insurance contract liabilities and claims paid... (2,524) (2,079) (1,470) (1,725) (750) (1,268) Total operating income, net of insurance claims.. 3,608 2,972 2,519 1,729 3,910 4,596 Other operating expenses... (2,070) (1,705) (1,576) (1,625) (1,653) (1,804) Cost of restructuring programmes... (68) (56) (90) (150) 3 (18) Impact of amendments to defined benefit pension schemes Operating profit / (loss) before impairment charges on financial assets and gain / (loss) on NAMA / deleveraging... 1,583 1,304 1,127 (46) 2,260 3,507 Impairment charges on financial assets... (573) (472) (1,665) (1,769) (2,004) (2,284) (Loss) / gain on sale of assets to NAMA including associated costs... (1) 33 (2,241) Loss on deleveraging of financial assets... (3) (326) (565) Operating profit / (loss)... 1, (541) (2,142) (276) (1,018) Share of results of associates and joint ventures (after tax) (Loss) / profit on disposal / liquidation of business activities... (5) (4) (10) (69) 34 Profit / (loss) before taxation... 1, (520) (2,165) (207) (969) Taxation... (163) (134) Profit / (loss) for the period (486) (1,831) 26 (625) Attributable to non-controlling interests... (3) (6) (4) 5 Attributable to stockholders (483) (1,825) 30 (630) Profit / (loss) for the period (486) (1,831) 26 (625) Earnings per unit of A0.05 / A0.10 / A0.64 (3) ordinary stock c 2.0c (2.3c) (6.7c) (0.8c) (22.0c) (4) Diluted earnings per unit of A0.05 / A0.10 / A0.64 (3) ordinary stock c 2.0c (2.3c) (6.7c) (0.8c) (22.0c) (4) Dividends per unit of A0.05 / A0.10 / A0.64 (3) ordinary stock (5)... Number of shares used in EPS calculation (in millions)... 32,345 32,345 30,252 30,109 15,704 3,811 (4) Number of shares used in diluted EPS calculation (in millions)... 32,345 32,345 30,252 30,109 15,704 3,811 (4) See page 12 for footnotes to Table 1. 11

13 BUSINESS REVIEW (Continued) Selected Consolidated Financial Data (Continued) Table 1 (continued) Restated (2) Restated (2) As at As at As at As at As at As at 31 December 31 December 31 December 31 December 31 December 31 December 2014 (1) US$m (in E millions, except per unit amounts and percentages) Balance Sheet Data Total assets , , , , , ,462 Loans and advances to customers (net of impairment provisions)... 99,699 82,118 84,514 92,621 99, ,457 Loans held for sale to NAMA (net of impairment provisions) Other assets classified as held for sale , Loans and advances to banks... 5,890 4,851 4,759 9,502 8,051 7,458 Allowance for impairment provisions on loans and advances to customers (including loans held for sale to NAMA and loans classified as held for sale)... (9,012) (7,423) (8,241) (7,544) (6,365) (5,050) Available for sale financial assets... 16,487 13,580 12,104 11,093 10,262 15,576 NAMA senior bonds... 2,882 2,374 3,957 4,428 5,016 5,075 Deposits from banks... 4,680 3,855 12,213 21,125 31,382 41,075 Customer accounts... 90,860 74,837 73,867 75,170 70,506 65,443 Debt securities in issue... 19,474 16,040 15,280 18,073 19,124 28,693 Subordinated liabilities... 3,035 2,500 1,675 1,707 1,426 2,775 Non-controlling interests... (7) (6) (6) (2) Capital stock... 3,106 2,558 2,558 2,452 2,452 1,210 Stock premium account... 1,378 1,135 1,135 1,210 5,127 3,926 Retained earnings... 5,094 4,196 3,805 4,683 3,571 3,806 Other reserves... 1, (869) (1,510) Own shares held for the benefit of life assurance policyholders... (15) (12) (13) (14) (15) (15) Stockholders equity... 10,627 8,753 7,889 8,667 10,266 7,417 (1) Translated solely for convenience into dollars at B1.00 = US$1.2141, the Spot Rate on 31 December (2) As outlined in the Group accounting policies on page 211, comparative periods have been restated to reflect the change in timing of recognition of the FSCS levy in accordance with IFRIC 21 Levies. See note 60 to the consolidiated financial statements for additional information. (3) The Group s ordinary stock was renominalised from B0.64 to B0.10 with effect from 19 May 2010 and from B0.10 to B0.05 with effect from 11 July (4) Adjusted to reflect the bonus element of the rights issue, which took place in July An adjustment factor of has been applied. (5) See Dividend Policy on page 462 for details of dividends per unit of ordinary stock in dollars. 12

14 BUSINESS REVIEW (Continued) Selected Consolidated Financial Data (Continued) Table 2 Restated* Restated* Year ended Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 31 December (in Percentages %) Other Financial Data Return on average total assets (1) (0.35) (1.20) 0.02 (0.36) Return on average stockholders equity (2) (6.0) (19.9) 0.3 (8.6) Net interest margin (3) Cost / income ratio (4),(5) Impairment provisions on loans and advances to customers (6) Impairment provisions on loans held for sale to NAMA (7) Impairment charges to average total loans (8) Stockholders equity to assets (9) Dividend payout ratio (10)... As at As at As at As at As at 31 December 31 December 31 December 31 December 31 December Key Capital Ratios (in Percentages %) Capital (11)... Basel III / CRD IV Basel II Basel II Basel II Basel II Transitional Common equity tier 1 / Core tier Tier Total capital * As outlined in the Group accounting policies on page 211, comparative periods have been restated to reflect the change in timing of recognition of the FSCS levy in accordance with IFRIC 21 Levies. See note 60 to the consolidiated financial statements for additional information. (1) Return on average total assets represents profit attributable to the ordinary stockholders as a percentage of average total assets. The calculation of the average balances for all years includes daily, weekly or monthly averages for certain reporting units (see Average Balance Sheet and Interest Rates section on page 439). The Group considers these average balances to be representative of the operations of the Group. (2) Return on average stockholders equity represents profit attributable to the ordinary stockholders as a percentage of average stockholders funds, excluding minority interests. (3) Net interest margin represents net interest income as a percentage of average interest earning assets. (4) Impacted by the loss of B5 million (year ended 31 December 2013: a gain of B4 million, year ended 31 December 2012: a gain of B69 million; year ended 31 December 2011: a gain of B1,789 million and year ended 31 December 2010: a gain of B1,402 million) on the repurchase of subordinated liabilities. 13

15 BUSINESS REVIEW (Continued) Selected Consolidated Financial Data (Continued) (5) The cost / income ratio is determined by dividing the Other operating expenses including goodwill impairment of the Group by the total income (including gain on liability management exercises) of the Group including income from associated undertakings and joint ventures. (6) Impairment provisions on loans and advances to customers is calculated by dividing the impairment provision on loans and advances to customers by total loans and advances to customers at the balance sheet date. (7) Impairment provisions on loans held for sale to NAMA is calculated by dividing the impairment provision on loans held for sale to NAMA by loans held for sale to NAMA at the balance sheet date. (8) Impairment charges to average total loans is calculated by dividing impairment charges for the financial period on loans and advances to customers by average loans and advances to customer (including assets classified as held for sale and held for sale to NAMA). (9) Stockholders equity excludes minority interests. (10) Dividend payout ratio is calculated by dividing the annual equity dividends by profit attributable to ordinary stockholders. (11) Capital ratios as at 31 December 2014 are calculated under the Basel III / CRD IV regulations. Prior year ratios were calculated under the Basel II regulations and have not been restated. 14

16 BUSINESS REVIEW (Continued) Operating and Financial Review and Prospects Basis of Presentation Percentages presented throughout this document are calculated on the absolute underlying figures and so may differ from the percentage variances calculated on the rounded numbers presented, where the percentages are not measured this is indicated by n/m. References to the State throughout this document should be taken to refer to the Republic of Ireland, its Government and, where and if relevant, Government departments, agencies and local Government bodies. Overview and Market Environment We have made substantial progress against our strategic priorities in 2014 We set a number of strategic priorities at the beginning of the year including continuing to: win new customers and develop relationships with existing customers, build our margins whilst achieving new lending and deposit gathering targets, manage our costs whilst investing for the future, maintain the morale and commitment of our staff whilst driving through significant change, reduce the absolute quantum of defaulted loans through seeking to work with customers who have financial challenges, protect and manage our capital, and effectively manage within the evolving regulatory environment. We have made substantial progress against these strategic priorities during the year as we focus on generating attractive and sustainable returns for our shareholders. We have returned to profit and substantially improved our capital position Performance improved by c.b1.4 billion We generated a profit before tax of A920 million c.a1.4 billion better than Higher net interest income, lower ELG fees and significantly reduced loan impairment charges all contributed to this result. It also reflects additional gains amounting to c.a500 million, relating primarily to impairment provision reversals and gains from the rebalancing of our liquid asset portfolio. UK and Irish economies improved during 2014; outlook remains favourable The Irish and UK economies continued to strengthen in 2014, providing supportive backdrops for our businesses. Ireland was the fastest growing economy in the Eurozone, with GDP growth of c.5%. Irish growth became more broadly based with domestic demand making a positive contribution. Employment continued to increase and the Irish unemployment rate, while still elevated, moved below the European average. Residential and commercial property markets also continued their recovery. In the UK, GDP expanded by 2.6% with employment growing and property prices increasing. The outlook for both the Irish and UK economies remains favourable, albeit we are conscious of increased geopolitical risks. 15

17 BUSINESS REVIEW (Continued) Delivered strong new lending performance up more than 50%; largest lender to the Irish economy during 2014 Gross new lending of A10 billion in 2014 was more than 50% higher than the previous year. In Ireland, we see encouraging signs of increased credit demand across our residential mortgage, SME and corporate businesses. Excluding our Irish tracker mortgages books (which in total reduced by A1.5 billion), total new lending of A5.7 billion by our Irish businesses exceeded repayments and redemptions. We were the largest lender to the Irish economy during In the UK, ongoing investment in our consumer banking business resulted in a more than doubling of new mortgage lending to A2.3 billion in Overall, net loans and advances to customers were A82.1 billion at 31 December 2014, a net reduction of A2.4 billion since 31 December 2013 (A4.5 billion on a constant currency basis). Redemptions, repayments and loan sales across our Group totalled c.a14 billion in Our actions to reduce defaulted loans, repayments in our RoI mortgage tracker book and the run-down of our non-core GB business banking / corporate banking books, together accounted for more than A3 billion of this figure. Looking ahead, we are confident of further progress. In Ireland, with our strong franchise positions, we are well positioned to meet credit demand which has begun to recover as the economy grows and confidence returns. We are also focused on capitalising on further refinancing opportunities from other financial institutions on both a customer specific basis and through acquiring loan portfolios which conform to our risk appetite, at prices which are margin accretive and are above our hurdle rate of return. We have had a positive start in 2015, including our recently announced acquisitions of performing loan books from Danske and the liquidators of IBRC. These acquisitions demonstrate our capability and appetite to develop new customer relationships and we welcome these new customers to the Group. Our UK mortgage business is also enjoying continued momentum from Net interest income increased 16% in 2014; net interest margin has improved to 2.13% with a Q4 NIM of 2.24% Our net interest income increased 16% in 2014, with a higher net interest margin being partially offset by lower average interest earning assets. We earned an average net interest margin of 2.13% in 2014, compared to 1.75% in Our 4th quarter net interest margin was 2.24%. The increase in our margin reflects the actions that the Group has taken to further reduce funding costs reduced ELG costs and the positive impact of new lending volumes, partially offset by the impact of ECB rate cuts in 2013 and From here, we expect that our net interest margin will grow further, albeit at a more modest pace than in 2014, with positive impacts from new lending and lower funding costs being partially offset by the impact of the low interest rate environment. Average interest earning assets fell 5% to A109 billion during the year reflecting the movement in our loan book and lower liquid assets, as a consequence of NAMA bond repayments and our management of our liquid asset portfolio. Looking forward, we expect that our liquid assets will fall modestly from year end levels. 16

18 BUSINESS REVIEW (Continued) Maintaining tight control over costs, while continuing to invest in our businesses, people, technology and digital We continued to maintain tight control over costs. At the same time, we are investing in our businesses, technology, digital and people. We are focused on introducing new technologies to make banking easier and more cost efficient for our customers and staff who serve them. In Ireland, a substantial and increasing proportion of our customers are adopting self-service, e-banking and mobile technologies. Overall staff costs, excluding pensions, have increased during 2014 primarily due to a payment in respect of the Group s new career and reward framework. Other costs increased in 2014 reflecting continued investment in customer acquisition in Ireland and the UK and investments in technology and digital, partially offset by ongoing operational efficiencies. Our costs were also impacted by the relative strengthening of sterling against the euro. Looking forward, we remain focused on controlling our operating expenses while investing to support our growth opportunities. New regulatory requirements, particularly the deposit and resolution funds, will impact our cost base in 2015 and beyond. Restructuring solutions for challenged loans are working; reduced defaulted loans by 22% (B4 billion) from peak We remain very focused on the resolution of Irish mortgage and business banking challenged loans. We are agreeing suitable and sustainable solutions, which work for our customers and are acceptable to the Group. More than 9 out of 10 of our owner occupied challenged Irish mortgage customers with restructuring arrangements are meeting the agreed repayments. In our challenged Irish business banking portfolio, we have restructuring resolution arrangements in place in over 90% of cases. More than 9 out of 10 of our restructured business banking borrowers are meeting their agreed arrangements. Our defaulted loan volumes continued to fall by A2.8 billion in 2014 and by A4 billion from their reported peak in June These reductions reflect our ongoing efforts to appropriately and sustainably support customers who are in financial difficulty, the improving economic environment and the ongoing recovery in collateral values. We anticipate further reductions in defaulted loans in 2015 and beyond with the pace being influenced by a range of factors. Total impairment charge reduced by c.b1.2 billion; RoI mortgage provision reversal of B280 million Our total impairment charge reduced by c.a1.2 billion relative to the prior year. This reflects lower customer loan impairment charges of c.a840 million, a provision reversal of A280 million following changes to our RoI mortgage collective provisioning assumptions and the reversal of an impairment charge previously taken on NAMA subordinated debt of A70 million. Customer loan impairment charges were reduced across all asset categories. Excluding the positive impact of the RoI mortgage provision reversal, the impairment charge would have reduced to 90 basis points during We expect this charge to continue to progress toward normalised levels during Generated capital at a significant pace in 2014; CET 1 ratios grown by basis points The Group generated capital at a significant pace during 2014 with a 250 basis points increase in our transitional Basel III Common equity tier 1 (CET 1) capital ratio and a 300 basis points increase in our fully loaded CET 1 ratio (excluding the 2009 Preference Stock). At the end of December 2014, the Group s transitional CET 1 ratio was 14.8%, the Group s fully loaded CET 1 ratio (including the 2009 Preference Stock) was 11.9% and the Group s fully loaded CET 1 ratio (excluding the 2009 Preference Stock) was 9.3%. The increase in our capital ratios during 2014 primarily reflects our trading performance, a modest 17

19 BUSINESS REVIEW (Continued) reduction in risk weighted assets and a more efficient capital structure in our New Ireland life assurance subsidiary. We have strengthened our Total capital ratio to 18.3%. This reflects the improvement in our CET 1 position and our A750 million Tier 2 bond issue in June The coupon on this bond was 4.25% compared to 10% on a similar bond issued 18 months ago. The Group passed the ECB s Comprehensive Assessment with substantial capital buffers in October We continue to expect to maintain a buffer above a CET 1 ratio of 10%, taking account of the transition rules and our intention to de-recognise the 2009 Preference Stock between January and July This provides for a meaningful buffer over regulatory requirements. As we have previously stated, we are prioritising the capital we are generating towards facilitating the de-recognition of the remaining A1.3 billion 2009 Preference Stock between January 2016 and July After that, our ambition will be to progress towards dividend payments. Maintaining a robust liquidity position Our liquidity position is robust, reflecting the actions we have taken to restructure our balance sheet and to strengthen our funding position. Customer deposits account for c.80% of Group funding and these are predominantly retail oriented. Our wholesale funding requirement has further reduced in 2014, with our remaining Monetary Authority funding at operational levels. At the end of December 2014, our net stable funding ratio was 114%, our Liquidity Coverage Ratio was 98% and our loan to deposit ratio was 110%. Increased our Tangible Net Asset Value by c.13% As a result of our financial performance, our Tangible Net Asset Value (TNAV) has increased by c.13% in 2014 to 21.6 cents per share. Supporting our customers and the economy We have continued to win new customers and develop our relationships with our existing customers across all our franchises. We remain the number 1 business bank in Ireland In Ireland, we are the number 1 bank for businesses, providing over 50% of new non property business lending in The domestic economy grew in 2014, which had a positive impact on confidence, and as a consequence, credit demand has begun to slowly improve. New lending volumes to businesses were up over 20% compared to 2013, reflecting our franchises strength. We had particularly strong performances in our agricultural, motor finance and commercial finance businesses and we continue to provide over 50% of new agricultural lending. We believe there are further opportunities to build new relationships with businesses who are refinancing from other financial institutions. In February 2015, we announced the acquisition of a A274 million performing business banking portfolio from Danske Bank. Strong performance in our Irish consumer businesses Our Irish consumer businesses also performed well in Our mortgage business provided one out of every three mortgages in Ireland. Our new mortgage lending levels were up over 40% compared to We are continuing to innovate our mortgage offering and enhance our customer propositions. We continue to see new customers joining Bank of Ireland, and have benefited from other banks with challenged 18

20 BUSINESS REVIEW (Continued) business models exiting the market. We completed the acquisition of a c.a250 million performing mortgage book from IBRC s liquidators in January We have a 27% share of the deposit market and have enhanced our direct and online product offerings. Strong growth in UK mortgage lending; partnership with the UK Post Office continuing to develop In the UK, through our strategic partnership with the Post Office, we are one of the leading challenger consumer banking franchises with c.3 million customers. A key objective for 2014 was to significantly grow our mortgage business and our new lending volumes have more than doubled. This performance reflects the success of various development initiatives, including our investment in capacity and capabilities to prepare for Mortgage Market Review introduction in early 2014 and the launch of additional distribution partnerships including with Legal & General from June Supported by the momentum we are seeing, we are confident that we can deliver further new lending growth in Our foreign exchange joint venture with the Post Office remains the largest provider of consumer foreign exchange in the UK. We successfully launched a new foreign currency payment app in the first half of 2014, which has been well received by customers. Continue to safely run down our GB non-core books Our GB Corporate and Business Banking activities, which we are required to run-down under our EU-approved Restructuring Plan, reduced by 1.0 billion during The remaining book at the end of 2014 amounted to 1.9 billion. We expect the level of redemptions to slow in Northern Ireland and motor / agri on track Our UK motor and agri-asset finance business (NIIB) had a strong year. Our Northern Ireland business made a modest profit in 2014, following a cost base restructuring in Corporate business focused on growth opportunities Our Corporate and Treasury business delivered a very good result. New lending in our Irish corporate business was up c.a900 million, or more than 100%, compared to 2013 and the book has grown during the year. Our dedicated teams focused on new to Bank of Ireland customers and customers refinancing from other financial institutions had a successful year. We continue to achieve a strong share of banking relationships arising from new foreign direct investment in Ireland and we have maintained our leading position in the Irish corporate banking sector. Our global markets business developed relationships with a significant number of new customers in its foreign exchange business and saw increased demand from customers for interest rate and foreign exchange hedging protection products. Our international acquisition finance business performed well Our international acquisition finance business has delivered a strong performance and volumes have increased at appropriate margins and fees, despite our cautious stance in certain segments of this market. Our People are a key differentiator for our business Group colleagues continue to be a key differentiator for our businesses. Our success relies on their professionalism and dedication, the service they provide to our customers and the long-term partnerships they build with them. It is their tremendous efforts which have enabled us to make further significant progress on our shared objectives during