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Governor & Co of the Bank of Ireland – ‘20-F/A’ for 12/31/13

On:  Tuesday, 9/30/14, at 12:12pm ET   ·   For:  12/31/13   ·   Accession #:  1047469-14-7972   ·   File #:  1-14452

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/30/14  Governor & Co of the Ban… Ireland 20-F/A     12/31/13    6:14M                                    Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F/A      Amendment to Annual Report of a Foreign Private     HTML   8.48M 
                          Issuer                                                 
 2: EX-4.12     Instrument Defining the Rights of Security Holders  HTML    597K 
 3: EX-12.1     Statement re: Computation of Ratios                 HTML     15K 
 4: EX-12.2     Statement re: Computation of Ratios                 HTML     15K 
 5: EX-13.1     Annual or Quarterly Report to Security Holders      HTML      9K 
 6: EX-13.2     Annual or Quarterly Report to Security Holders      HTML      9K 

This 20-F/A is identical to the 20-F filed on March 31, 2014 except that the certifications contained in 12.1, 12.2, 13.1, and 13.2 in this filing correct the omission from original filing of the relevant electronic signatures. The physical forms of these certifications were signed prior to the filing but the electronic filing omitted the electronic signatures.

Investors should note that on 1 August 2014 the registrant issued its results announcement for the six months ended June 30, 2014.

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F/A

Date of event requiring this shell company report

Commission file number: 1-14452

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: +353 1 6378000
Facsimile no: +353 76 6234786
(Name, telephone number, facsimile number and address of company contact person)

**

Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary stock, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

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 2013:

•

Ordinary stock (nominal value of €0.05 per unit): 32,363,275,073

•

Deferred stock (nominal value of €0.01 per unit): 91,980,594,628

•

Preference stock (nominal value of €1.27 per unit): 3,026,598

•

Preference stock (nominal value of €0.01 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 ý            NO o

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 1934.

YES o            NO ý

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 ý            NO o

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 o            NO o

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:

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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 o            Item 18 o

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 o            NO ý

Table of Contents

BANK OF IRELAND GROUP

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

Table of Contents

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

ANNUAL REPORT ON FORM 20-F

TABLE OF CONTENTS

1

Table of Contents

2

Table of Contents

BANK OF IRELAND GROUP

CROSS REFERENCE INDEX

3

Table of Contents

BANK OF IRELAND GROUP

CROSS REFERENCE INDEX (Continued)

4

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BANK OF IRELAND GROUP

CROSS REFERENCE INDEX (Continued)

5

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BANK OF IRELAND GROUP

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 510 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:

•

concerns on sovereign debt and financial uncertainties in the EU and in member countries 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;

•

the ability of the Group to generate additional liquidity and capital as required;

•

the effects of the 2011 PCAR, the 2011 PLAR and the deleveraging reviews conducted by the Central Bank of Ireland and any further capital assessments undertaken by regulators;

6

Table of Contents

BANK OF IRELAND GROUP

PRESENTATION OF INFORMATION (Continued)

•

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;

•

the impact of any arrangements following the exit by the Irish Government from the EU/IMF programme;

•

the availability of customer deposits at sustainable pricing levels to fund the Group's loan portfolio and the outcome of the Group's disengagement from the Credit Institutions (Eligible Liabilities Guarantee) Scheme 2009;

•

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;

•

implications of the Personal Insolvency Act 2012 and/or the measures introduced by the Central Bank of Ireland to address mortgage arrears on the Group's distressed debt recovery and impairment provisions;

•

the performance and volatility of international capital markets;

•

the effects of the Irish Government's stockholding in the Group (through the NPRFC) and possible changes in the level of such stockholding;

•

the impact of further 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 implementation of the Single Supervisory Mechanism and establishment of the Single Resolution Mechanism and the conduct and outcome of asset quality reviews and stress tests;

•

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 implementation of the Group's revised EU Commission restructuring plan and 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, the United Kingdom and the Isle of Man 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 exposure of the Group to NAMA losses in the event that NAMA has an underlying loss at the conclusion of its operations, which could adversely impact the Group's capital and results of operations;

7

Table of Contents

BANK OF IRELAND GROUP

PRESENTATION OF INFORMATION (Continued)

•

the impact of the implementation of significant regulatory developments such as Basel III, Capital Requirements Directive (CRD) IV, Solvency II and the Recovery and Resolution Directive;

•

the impact on the Group of the Central Bank of Ireland's Balance Sheet Assessment/Asset Quality Review of the Group and the European Central Bank's Comprehensive Assessment of the Group; and

•

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 75).

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 510 of this Form 20-F.

REPORTING CURRENCY

The Group publishes consolidated financial statements in euro '€' 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 2013 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.

8

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BANK OF IRELAND GROUP

PRESENTATION OF INFORMATION (Continued)

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 of operations. The principal foreign currencies affecting the Group's financial statements are sterling and the dollar. At 21 March 2014, the spot rate was US$1.3791 = €1.00.

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):

The highest spot or noon buying rate for each of the last six months was: February 2014: 1.3806, January 2014: 1.3682, December 2013: 1.3816, November 2013: 1.3606, October 2013: 1.3810, September 2013: 1.3537.

The lowest spot or noon buying rate for each of the last six months was: February 2014: 1.3507, January 2014: 1.3500, December 2013: 1.3552, November 2013: 1.3357, October 2013: 1.3490, September 2013: 1.3120.

(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

Table of Contents

BANK OF IRELAND GROUP

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 2013, 2012, 2011 and 2010 and the nine months ended 31 December 2009.

The consolidated financial statements of the Group are prepared in accordance with IFRS as issued by the IASB for the years ended 31 December 2013, 2012, 2011 and 2010 and the nine months ended 31 December 2009. The financial statements on pages 212 to 389 cover the three years ended 31 December 2013, 2012 and 2011. 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 & Financial Review and Prospects'.

On 17 February 2010 the Group changed its financial year to 31 December to align its financial calendar with that of its peer banks.

10

Table of Contents

BANK OF IRELAND GROUP

BUSINESS REVIEW (Continued)

SELECTED CONSOLIDATED FINANCIAL DATA (Continued)

Table 1