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A.[Reserved]
B.Capitalization and indebtedness
Not applicable.
C.Reason for the offer and use of proceeds
Not applicable.
D.Risk factors
Set out below is a summary of certain risk factors which could affect the Company’s and the Group’s future results and prospects and may
cause them to differ from expected results materially. The factors listed below should not be regarded as a complete and comprehensive
statement of all potential risks and uncertainties that the Group’s businesses face.
Economic and financial risks
1.The Group’s businesses are subject to inherent and indirect risks arising from general macroeconomic conditions in the UK in particular,
but also in the Eurozone, the US, Asia and globally
2.The Group’s businesses are subject to inherent and perceived risks concerning liquidity and funding, particularly if the availability of
traditional sources of funding such as retail deposits or access to wholesale funding markets becomes more limited
3.A reduction in the Group’s credit rating(s) could materially adversely affect the Group’s results of operations, financial condition or
prospects
4.The Group’s businesses are inherently subject to the risk of market fluctuations, which could have a material adverse effect on the results
of operations, financial condition or prospects of the Group
5.Market conditions have resulted, and are expected to result in the future, in material changes to the estimated fair values of financial
assets of the Group, including negative fair value adjustments
6.The Group’s businesses are subject to inherent risks concerning borrower and counterparty credit quality which have affected and may
adversely impact the recoverability and value of assets on the Group’s balance sheet
7.The Group’s insurance business and defined benefit pension schemes are subject to insurance and market risks
8.The Group may be required to record Credit Value Adjustments, Funding Value Adjustments and Debit Value Adjustments on its
derivative portfolio, which could have a material adverse effect on its results of operations, financial condition or prospects
Regulatory and legal risks
1.The Group and its businesses are subject to substantial regulation and oversight. Adverse legal or regulatory developments could have a
material adverse effect on the Group’s business, results of operations, financial condition or prospects
2.The financial impact of legal or other proceedings and regulatory risks may be material and is difficult to quantify. Amounts eventually
paid may materially exceed the amount of provisions set aside to cover such risks, or existing provisions may need to be materially
increased in response to changing circumstances
3.The Group faces risks associated with its compliance with a wide range of laws and regulations
4.The Group is subject to the risk of having insufficient capital resources and/or not meeting liquidity requirements
5.The Group must comply with anti-money laundering, counter terrorist financing, anti-bribery, fraud and sanctions regulations
6.The Group is subject to resolution planning requirements
7.The Group is subject to regulatory actions which may be taken in the event of a bank or Group failure
8.Failure to manage the risks associated with changes in taxation rates or applicable tax laws, or misinterpretation of such tax laws, could
materially adversely affect the Group’s results of operations, financial condition or prospects
4 Lloyds Banking Group plc Annual Report on Form 20-F 2025
Part I continued
Business and operational risks
1.The Group is exposed to operational risks, including the failure to build sufficient resilience into business operations, and underlying
infrastructure and controls, as well as risks which may arise as a result of the failure of third party services
2.The Group is exposed to conduct risk
3.The Group’s business is subject to risks related to new and emerging technologies
4.The Group’s business is subject to risks related to cybercrime and technological failure
5.The Group is subject to the financial and non-financial risks related with ESG matters, for example, climate change and human rights
issues
6.The Group’s businesses are conducted in competitive environments, which are subject to ongoing regulatory scrutiny, and the Group’s
financial performance depends upon management’s ability to respond effectively to competitive pressures and any regulatory
developments
7.The Group could fail to attract, retain and develop high calibre talent
8.The Group may fail to execute its ongoing strategic change initiatives, and the expected benefits of such initiatives may not be achieved
on time or as planned
9.The Group may be unable to fully capture the expected value from acquisitions, which could materially and adversely affect its results of
operations, financial condition or prospects
10.The Group’s financial statements are based, in part, on assumptions and estimates
11.The Company may not have sufficient liquidity to meet its obligations, including its payment obligations with respect to its external debt
securities
12.The Company may not pay a dividend on its ordinary shares in any given financial/calendar year
13.Volatility in the price of the Company’s ordinary shares may affect the value of any investment in the Company
Reference is made to the 6-K Risk Factors for a description of the above risk factors which could affect the Group’s future results and may
cause them to differ from expected results materially. The factors discussed therein should not be regarded as a complete and comprehensive
statement of all potential risks and uncertainties that the Group’s businesses face. The 6-K Risk Factors should be read in conjunction with the
more detailed information contained in this Annual Report on Form 20-F, including as set forth in Item 4 - “Information on the Company” and
Item 5 - “Operating and Financial Review and Prospects”. For information on the Group’s risk management policies and procedures, see the
section titled “Risk Management” under Item 5 - “Operating and Financial Review and Prospects”.