← Back to LYG filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
A.History and development of the company
Lloyds Banking Group plc was incorporated as a public limited company and registered in Scotland under the UK Companies Act 1985 on
21 October 1985 with the registered number SC095000. Lloyds Banking Group plc’s registered office is Lloyds Banking Group plc, The Mound,
Edinburgh EH1 1YZ, Scotland, and its principal executive offices in the UK are located at Lloyds Banking Group plc, 33 Old Broad Street, London
EC2N 1HZ, telephone number +44 (0)20 7626 1500. Lloyds Banking Group maintains a website at www.lloydsbankinggroup.com.
The Group's origins date back to the 18th century with Taylors and Lloyds in Birmingham. Lloyds Bank plc was incorporated in 1865 and grew
through a number of mergers and acquisitions. In 1995, it acquired the Cheltenham and Gloucester Building Society.
TSB Group plc was formed in 1986 from the operations of four Trustee Savings Banks. By 1995, TSB had expanded into insurance, investment
management, and vehicle leasing. In 1995, TSB merged with Lloyds Bank plc to form Lloyds TSB Group plc.
In 2000, Lloyds TSB acquired Scottish Widows, enhancing its position in long-term savings and protection products. HBOS Group was created
in 2001 by merging Halifax plc and Bank of Scotland. On 18 September 2008, Lloyds TSB Group plc agreed to acquire HBOS plc, completing the
acquisition on 16 January 2009 and renaming itself Lloyds Banking Group plc.
Where you can find more information
The SEC maintains a website at www.sec.gov which contains, in electronic form, each of the reports and other information that the Group has
filed electronically with the SEC.
References herein to Lloyds Banking Group websites are textual references only and information on or accessible through such websites does
not form part of and is not incorporated into this Form 20-F.
B.Business overview
Lloyds Banking Group is a leading provider of financial services to individual and business customers in the UK. At 31 December 2025, Lloyds
Banking Group’s total assets were £944,072 million and Lloyds Banking Group had 60,061 employees (on a full-time equivalent basis). Lloyds
Banking Group’s market capitalisation at that date was £57,849 million. The Group reported a profit before tax for the year ended 31 December
2025 of £6,661 million, and its capital ratios at that date were 14.0% for common equity tier 1 capital, 16.2% for tier 1 capital and 18.9% for total
capital.
Lloyds Banking Group’s main business activities are retail and commercial banking and long-term savings, protection and investment and it
operates primarily in the UK. Services are offered through a number of well recognised brands including Lloyds Bank, Halifax, Bank of Scotland
and Scottish Widows, and through a range of distribution channels including the largest branch network and digital bank in the UK.
Reference is made to the “Consolidated income statement” on page 211 of the Annual Report 2025 for the Group’s income statement for each
of the last two years.
Reference is made to the section titled “Results of operations - 2023” under Item 5.A - “Operating results” on page 12.
Divisional information
The Group’s financial reporting segments are differentiated by the type of products provided and by whether the customers are individuals or
corporate entities. At 31 December 2025, the Group’s three primary operating divisions, which are also its financial reporting segments, were:
Retail; Commercial Banking; and Insurance, Pensions and Investments.
The Group Executive Committee, which is the chief operating decision maker for the Group (as defined by IFRS 8 Operating Segments), reviews
the Group’s internal reporting based around these segments (which reflect the Group’s organisational and management structures) in order to
assess performance and allocate resources; this reporting is on an underlying basis.
5 Lloyds Banking Group plc Annual Report on Form 20-F 2025
Part I continued
The aggregate total of the underlying basis segmental results constitutes a non-GAAP measure as defined in the SEC’s Regulation G.
Management uses aggregate underlying profit, a non-GAAP measure, as a measure of performance and believes that it provides important
information for investors because it is a comparable representation of the Group’s performance. Profit before tax is the comparable GAAP
measure to aggregate underlying profit. The results of the primary operating divisions are set out on the underlying basis in “Note 4: Segmental
analysis” on pages 228 to 232 of the Annual Report 2025, along with a reconciliation of this non-GAAP measure to its comparable GAAP
measure.
Reference is made to “Restructuring, volatility and other items” on page 56 of the Annual Report 2025 for performance commentary on
restructuring costs and market volatility and asset sales.
Reference is also made to “Volatility arising in the Insurance business” on page 59 of the Annual Report 2025 for information on insurance and
policyholder interests volatility.
Competitive environment
Reference is made to the “Our external environment” section on pages 10 to 13 of the Annual Report 2025 for information on the economy and
competitive environment.
Group structure and ring-fencing governance arrangements
Reference is made to the section titled “Group structure and ring-fencing governance arrangements” on page 73 of the Annual Report 2025.
Average balance sheet and interest income and expense
2025 2024 2023
Averagebalancesheetamount£m Interest earned£m Average yield% Averagebalancesheetamount£m Interest earned£m Average yield% Averagebalancesheetamount£m Interest earned£m Average yield%
Assets1
Financial assets at amortised cost:
Loans and advances to banks 70,780 2,657 3.75 75,135 3,508 4.67 100,631 4,172 4.15
Loans and advances to customers 473,647 23,756 5.02 456,763 23,242 5.09 452,222 20,419 4.52
Reverse repurchase agreements 49,058 2,336 4.76 48,343 2,685 5.55 40,004 2,044 5.11
Debt securities 13,712 658 4.80 15,251 779 5.11 12,433 559 4.50
Financial assets at fair value through other comprehensive income 34,522 1,342 3.89 29,522 1,074 3.64 23,993 857 3.57
Total average interest-earning assets of banking book 641,719 30,749 4.79 625,014 31,288 5.01 629,283 28,051 4.46
Total average interest-earning financial assets at fair value through profit or loss 88,475 3,685 4.17 84,043 3,667 4.36 80,201 3,388 4.22
Total average interest-earning assets 730,194 34,434 4.72 709,057 34,955 4.93 709,484 31,439 4.43
Allowance for impairment losses on financial assets held at amortised cost (3,182) (3,461) (4,732)
Non-interest earning assets 202,622 190,269 174,725
Total average assets and interest earned 929,634 34,434 3.70 895,865 34,955 3.90 879,477 31,439 3.57
Liabilities and shareholders’ funds1
Deposits by banks 7,355 244 3.32 5,833 225 3.86 6,376 213 3.34
Customer deposits 376,795 9,257 2.46 356,294 10,132 2.84 342,305 7,148 2.09
Repurchase agreements at amortised cost 37,492 1,984 5.29 39,391 2,392 6.07 43,480 2,397 5.51
Debt securities in issue at amortised cost2 72,671 5,299 7.29 74,171 5,493 7.41 79,038 4,253 5.38
Lease liabilities 1,136 28 2.46 1,490 31 2.08 1,486 30 2.02
Subordinated liabilities 10,344 707 6.83 10,541 738 7.00 10,549 712 6.75
Total average interest-bearing liabilities of banking book 505,793 17,519 3.46 487,720 19,011 3.90 483,234 14,753 3.05
Total average interest-bearing liabilities of trading book 29,413 1,690 5.75 27,232 1,700 6.24 23,513 1,445 6.15
Total average interest-bearing liabilities 535,206 19,209 3.59 514,952 20,711 4.02 506,747 16,198 3.20
Non-interest-bearing customer accounts 115,585 117,139 127,683
Other non-interest-bearing liabilities 231,633 216,300 197,431
Total average non-interest-bearing liabilities 347,218 333,439 325,114
Non-controlling interests, other equity instruments and shareholders’ funds 47,210 47,474 47,616
Total average liabilities, average shareholders’ funds and interest expense 929,634 19,209 2.07 895,865 20,711 2.31 879,477 16,198 1.84
1The line items below are based on IFRS Accounting Standards terminology and include all major categories of average interest-earning assets and average interest-bearing liabilities.
2The impact of the Group’s hedging arrangements is included on this line.
6 Lloyds Banking Group plc Annual Report on Form 20-F 2025
Part I continued
2025 2024 2023
Average interest-earning assets and net interest income Average interest-earning assets£m Net interest income£m Net interest yield oninterest-earningassets% Average interest-earning assets£m Netinterestincome£m Net interest yield oninterest-earningassets% Average interest-earning assets£m Netinterestincome£m Net interest yield oninterest-earningassets%
Banking business 641,719 13,230 2.06 625,014 12,277 1.96 629,283 13,298 2.11
Trading securities and other financial assets at fair value through profit or loss 88,475 1,995 2.25 84,043 1,967 2.34 80,201 1,943 2.42
730,194 15,225 2.09 709,057 14,244 2.01 709,484 15,241 2.15
Average balances are based on monthly averages.
The Group’s operations are predominantly UK-based and as a result an analysis between domestic and foreign operations is not provided.
Changes in net interest income – volume and rate analysis
The following table allocates changes in net interest income between volume, rate and their combined impact for 2025 compared with 2024
and for 2024 compared with 2023.
2025 compared with 2024increase/(decrease) 2024 compared with 2023increase/(decrease)
Totalchange£m Change involume£m Change inrates£m Change inrates andvolume£m Totalchange£m Change involume£m Change inrates£m Change inrates andvolume£m
Interest income
Financial assets at amortised cost:
Loans and advances to banks (851) (203) (688) 40 (664) (1,057) 526 (133)
Loans and advances to customers 514 859 (333) (12) 2,823 205 2,592 26
Reverse repurchase agreements (349) 40 (383) (6) 641 426 178 37
Debt securities (121) (79) (47) 5 220 127 76 17
Financial assets at fair value through other comprehensive income 268 182 74 12 217 197 16 4
Total banking book interest income (539) 799 (1,377) 39 3,237 (102) 3,388 (49)
Total interest income on financial assets at fair value through profit or loss 18 194 (167) (9) 279 163 111 5
Total interest income (521) 993 (1,544) 30 3,516 61 3,499 (44)
Interest expense
Deposits by banks 19 59 (32) (8) 12 (18) 33 (3)
Customer deposits (875) 583 (1,379) (79) 2,984 292 2,586 106
Repurchase agreements at amortised cost (408) (115) (308) 15 (5) (225) 243 (23)
Debt securities in issue at amortised cost (194) (111) (85) 2 1,240 (262) 1,600 (98)
Lease liabilities (3) (8) 6 (1) 1 – 1 –
Subordinated liabilities (31) (13) (18) – 26 (1) 27 –
Total banking book interest expense (1,492) 395 (1,816) (71) 4,258 (214) 4,490 (18)
Total interest expense on trading and other liabilities at fair value through profit or loss (10) 136 (135) (11) 255 229 22 4
Total interest expense (1,502) 531 (1,951) (82) 4,513 15 4,512 (14)
Loan portfolio
Summary of loan loss experience
2025£m 2024£m 2023£m
Gross loans and advances to banks and customers and reverse repurchase agreements 542,697 520,425 503,005
Allowance for impairment losses 3,012 3,192 3,725
Ratio of allowance for credit losses to total lending (%) 0.6 0.6 0.7
7 Lloyds Banking Group plc Annual Report on Form 20-F 2025
Part I continued
Advances written off, net of recoveries As a percentage of average lending
2025£m 2024£m 2023£m 2025% 2024% 2023%
Loans and advances to banks – – – – – –
Loans and advances to customers (1,096) (1,029) (1,115) 0.2 0.2 0.2
Reverse repurchase agreements – – – – – –
Total net advances written off (1,096) (1,029) (1,115) 0.2 0.2 0.2
Allowance for expected credit losses As a percentage of closing lending
2025£m 2024£m 2023£m 2025% 2024% 2023%
Loans and advances to banks 1 1 8 – – 0.1
Loans and advances to customers 3,011 3,191 3,717 0.6 0.7 0.8
Reverse repurchase agreements – – – – – –
At 31 December 3,012 3,192 3,725 0.6 0.6 0.7
Investment portfolio, maturities, deposits
Maturities and weighted average yields of interest-bearing securities
Financial assets at fair value through other comprehensive income and debt securities held at amortised cost
The weighted average yield for each range of maturities is calculated by dividing the annualised interest income prevailing at 31 December 2025
by the book value of securities held at that date.
Maturing within one year Maturing after onebut within five years Maturing after fivebut within ten years Maturingafter ten years
Amount£m Average yield% Amount£m Average yield% Amount£m Average yield% Amount£m Average yield%
Financial assets at fair value through other comprehensive income 2,281 4.7 16,984 3.3 14,053 2.7 2,951 2.6
Debt securities held at amortised cost 2,962 3.3 3,956 4.1 4,383 4.1 2,691 2.3
Maturity analysis and interest rate sensitivity of loans and advances to banks and customers and reverse repurchase agreements
The following table analyses the maturity profile and interest rate sensitivity of loans by type on a contractual repayment basis at 31 December
2025. All amounts are before deduction of impairment allowances. Demand loans and overdrafts are included in the ‘maturing in one year or
less’ category.
Maturingin oneyearor less£m Maturingafter onebut withinfive years£m Maturingafter fivebut withinfifteen years£m Maturingafterfifteenyears£m Total£m
Loans and advances to banks 5,521 1,709 7 – 7,237
Loans and advances to customers 74,703 107,718 141,523 160,530 484,474
Reverse repurchase agreements 40,608 10,378 – – 50,986
Total loans 120,832 119,805 141,530 160,530 542,697
Of which:
Fixed interest rate 67,696 72,964 121,304 135,006 396,970
Variable interest rate 53,136 46,841 20,226 25,524 145,727
120,832 119,805 141,530 160,530 542,697
Deposits
The following tables show the details of the Group’s average customer deposits in each of the past three years.
2025 2024 2023
Closingbalance£m Averagebalance£m Averagerate% Closingbalance£m Averagebalance£m Averagerate% Closingbalance£m Averagebalance£m Averagerate%
Non-interest bearing demand deposits 115,301 115,585 – 115,580 117,139 – 120,990 127,683 –
Interest-bearing demand deposits 260,408 257,144 2.04 250,967 253,033 2.83 251,411 254,426 2.14
Other deposits 120,748 119,651 3.35 116,198 103,261 2.89 98,995 87,879 1.95
Total customer deposits 496,457 492,380 1.88 482,745 473,433 2.14 471,396 469,988 1.52
8 Lloyds Banking Group plc Annual Report on Form 20-F 2025
Part I continued
Uninsured deposits
The following table gives details of Lloyds Banking Group’s customer deposits which were not covered by any deposit protection scheme by
time remaining to maturity.
3 monthsor less£m Over 3monthsbut within6 months£m Over 6monthsbut within12 months£m Over12 months£m Total£m
At 31 December 2025 182,289 7,921 8,273 4,825 203,308
At 31 December 2024 181,196 8,490 17,119 4,607 211,412
Total uninsured customer deposits have been calculated as the aggregate carrying value of the Group’s customer deposits less the insured
deposit amounts as determined for regulatory purposes by the Group’s licensed deposit-takers, being those deposits eligible for immediate
protection under deposit protection schemes (principally the Financial Services Compensation Scheme in the UK).
The maturity analysis for uninsured deposits has been estimated using the weighted-average maturity profile of the total customer deposits of
each of the Group’s licensed deposit-takers.
Recent developments
Share buyback
On 30 January 2026, the Group announced the launch of an ordinary share buyback of up to £1.75 billion, which is expected to be completed,
subject to continued authority from the PRA, by 31 December 2026.
Regulation
The below sets out a brief description of the Group’s primary regulators but does not include a description of all the regulations the Group may
be subject to.
Approach of the Financial Conduct Authority (“FCA”)
Under the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 (“FSMA”), the FCA has a strategic objective
to ensure that the relevant markets function well. In support of this, the FCA has three operational objectives: to secure an appropriate degree
of protection for consumers; to safeguard the stability and reputation of the UK financial system and foster a competitive financial services
market that benefits consumers, alongside its secondary objective to facilitate the international competitiveness and growth of the UK
economy in the medium to long term.
The FCA Handbook sets out rules and guidance across a range of conduct issues with which financial institutions are required to comply
including high level principles of business and detailed conduct of business standards and reporting standards.
Approach of the Prudential Regulation Authority (“PRA”)
The PRA is part of the BoE (as defined below), with responsibility for prudential regulation and supervision. In 2025, the PRA revised its strategic
priorities to reflect the maturity of its policy and supervisory approaches, as well as to demonstrate its continued commitment to facilitate
innovation in key areas of its work. The PRA will continue to enhance its regulatory framework to maintain and ensure the safety and soundness
of the banking and insurance sectors and ensure continuing resilience. This strategy supports its statutory objectives: to promote the safety and
soundness of these firms and to contribute to the securing of an appropriate degree of protection for policyholders (for insurers). The PRA also
has two secondary objectives: to facilitate effective competition in the markets for services provided by PRA-authorised persons in carrying on
regulated activities; and to facilitate, subject to alignment with relevant international standards, the UK’s international competitiveness and
growth.
The PRA Rulebook sets out rules and guidance across a range of prudential matters which firms are required to comply with including areas such
as fundamental rules; ring-fencing requirements; reporting and prudential treatments. The PRA will change a firm’s business model if it judges
that mitigating risk measures are insufficient. Further to the UK implementation of CRD V a legal requirement has been established in the FSMA
that requires the PRA to authorise UK parent financial holding companies (“FHC”) or mixed financial holding companies (“MFHC”) that have at
least one bank or designated relevant investment firm as a subsidiary. As a result, Lloyds Banking Group plc (“the Company”) has received
authorisation to be recognised as the UK parent MFHC of the Group and is therefore responsible for ensuring prudential capital requirements
are applied on a consolidated basis.
Other bodies impacting the regulatory regime
The Bank of England (“BoE”)
The BoE has specific responsibilities in relation to financial stability, including: (i) ensuring the stability of the monetary system; (ii) oversight of
the financial system infrastructure, in particular payments systems in the UK and abroad; and (iii) maintaining a broad overview of the financial
system through its monetary stability role. The Financial Policy Committee (“FPC”) leads the BoE’s work on financial stability through the
identification and monitoring of risks that threaten the resilience of the UK financial system as a whole. It also has power to take action to
counter those risks, an example of such is unsustainable levels of debt and credit growth.
HM Treasury
HM Treasury is the government’s economic and finance ministry, setting the direction of the UK’s economic policy and working to achieve
strong and sustainable economic growth. Its responsibilities include financial services policy such as banking and financial services regulation,
financial stability, and ensuring competitiveness in the City of London financial markets; strategic oversight of the UK tax system; delivery of
infrastructure projects across the public sector; and ensuring the economy is growing sustainably.
9 Lloyds Banking Group plc Annual Report on Form 20-F 2025
Part I continued
UK Financial Ombudsman Service (“FOS”)
The FOS provides consumers with a free and independent service designed to resolve disputes where the customer is not satisfied with the
response received from the regulated firm. The FOS resolves disputes for eligible persons that cover most financial products and services
provided in (or from) the UK. The jurisdiction of the FOS extends to include firms conducting activities under the Consumer Credit Act 1974.
Although the FOS takes account of relevant regulation and legislation, its guiding principle is to resolve cases individually on merit on the basis
of what is fair and reasonable; in this regard, the FOS is not bound by law or even its own precedent. The final decisions made by the FOS are
legally binding on regulated firms who also have a requirement under the FCA rules to ensure that lessons learned as a result of determinations
by the FOS are effectively applied in future complaint handling.
British Bankers Resolution Service (“BBRS”)
The Company is also a member of the BBRS. BBRS is a non-profit organisation set up to resolve disputes between eligible larger small and
medium-sized enterprises and participating banks.
The Financial Services Compensation Scheme (“FSCS”)
The FSCS was established under the FSMA and is the UK’s statutory fund of last resort for customers of authorised financial services firms.
Companies within the Group are responsible for contributing to compensation schemes in respect of banks and other authorised financial
services firms that are unable to meet their obligations to customers. The FSCS can pay compensation to customers if a firm is unable, or likely
to be unable, to pay claims against it. The FSCS is funded by levies on firms authorised by the PRA and the FCA, including companies within the
Group.
The Payment System Regulator (“PSR”)
The PSR is an economic regulator for the payment systems industry, which was launched in April 2015. Payment systems form a vital part of the
UK’s financial system – they underpin the services that enable funds to be transferred between people and institutions. The purpose of PSR is to
make payment systems work well for those that use them. In December 2024, HM Treasury and the boards of both the FCA and PSR confirmed
the joining up of the managing director of the PSR with the executive director for payments and digital assets of the FCA role to ensure both
regulators collectively deliver HM Treasury’s new National Payments Vision in advancing an innovative, safe and competitive UK payments
sector. In September 2025, the Government consulted on its proposals to consolidate the functions of the PSR primarily into the FCA. This will
help streamline the regulatory environment and improve coordination and clarity on regulatory responsibilities.
UK Information Commissioner’s Office (“ICO”)
The ICO is the UK’s independent authority set up to uphold information rights in the public interest, promoting openness by public bodies and
data privacy for individuals. The ICO is responsible for overseeing implementation of the Data Protection Act 2018 which enshrines the General
Data Protection Regulation. This Act regulates, among other things, the lawful use of data relating to individual customers.
Competition regulation
UK Competition and Markets Authority (“CMA”)
The objective of the CMA is to promote competition to ensure that markets work well for consumers, businesses and the economy. Through its
five strategic objectives (promoting effective competition; championing consumers; helping government deploy tailored pro-competition
interventions to support growth, innovation and investment-related policies; fostering a regulatory landscape that attracts investment and
instils business confidence; and, prioritising UK interests) the CMA impacts the banking sector in a number of ways, including with its powers to
investigate and prosecute a number of criminal offences under competition law. In addition, the CMA is the lead enforcer for unfair contract
terms under the Consumer Rights Act 2015, which replaced the Unfair Terms in Consumer Contracts Regulations 1999.
The CMA has competition law powers which apply across the whole economy. Sectoral regulators such as the FCA may exercise the
competition law powers to enforce the prohibitions on anti-competitive agreements and on abuse of a dominant position, and to make market
investigation references, concurrently with the CMA in those sectors for which they have responsibility. In July 2019, the CMA signed a
memorandum of understanding with the FCA and the PSR, which sets out the arrangements for allocating cases, sharing information, dealing
with confidentiality constraints, and pooling resources in relation to their concurrent objectives to promote competition.
The CMA has launched a consultation to review existing market remedies to assess whether they remain necessary or proportionate. The scale
of the review represents a material consolidation of legacy obligations. If remedies are amended or removed, this could reduce ongoing
regulatory and operational burden.
The Digital Markets, Competition and Consumers Act 2024 introduced a new targeted and proportionate regulatory regime to address concerns
around competition in the digital industry.
EU regulation
The Group maintains a deposit-taking subsidiary in Berlin, Germany and an investment firm subsidiary in Frankfurt, Germany. The Berlin-based
subsidiary (Lloyds Bank GmbH) has a branch in the Netherlands. The Group also maintains a separate branch of Lloyds Bank plc in Berlin. All of
these entities are subject to EU and German regulations and are supervised by Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and
Deutsche Bundesbank. The Group maintains an additional entity for Scottish Widows Europe in Luxembourg, which is regulated by
Commissariat aux Assurances (CAA).
See also “Regulatory and Legal Risks – The Group faces risks associated with its compliance with a wide range of laws and regulations” and
“Regulatory and Legal Risks – The Group is subject to resolution planning requirements” on pages 10 and 13 respectively of the 6-K Risk Factors.
US regulation
Lloyds Bank Corporate Markets plc (“LBCM”) maintains a branch in the US and Lloyds Bank maintains a representative office in the US. As a
result, the Company and its subsidiaries doing business or conducting activities in the US are subject to oversight by the Federal Reserve Board.
The LBCM branch is also subject to regulation by the New York State Department of Financial Services.
Each of the Company and LBCM is treated as a bank holding company under the US Bank Holding Company Act of 1956 (“BHC Act”) and has
elected to be a financial holding company. Financial holding companies may engage in a broader range of financial and related activities than
are permitted to bank holding companies that do not maintain financial holding company status, including underwriting and dealing in all types
of securities. A financial holding company and its depository institution subsidiaries must meet certain capital ratios and be deemed to be “well
managed” for purposes of the Federal Reserve Board’s regulations. A financial holding company’s direct and indirect activities and investments
in the US are limited to those that are “financial in nature” or “incidental” or “complementary” to a financial activity, as defined in section
4(k)(4) of the BHC Act or determined by the Federal Reserve Board.
Bank holding companies and financial holding companies are also subject to approval requirements in connection with certain acquisitions or
investments. For example, the Group is required to obtain the prior approval of the Federal Reserve Board before acquiring, directly or
indirectly, the ownership or control of more than 5% of any class of the voting shares of any US bank or bank holding company.
10 Lloyds Banking Group plc Annual Report on Form 20-F 2025
Part I continued
The Group’s US broker dealer, Lloyds Securities Inc. (LSI), is subject to regulation and supervision in the US and is a member of the Financial
Industry Regulatory Authority (FINRA) and is thus subject to requirements and oversight related to areas including sales methods, trade
practices, use and safekeeping of customers’ funds and securities, capital structure, recordkeeping, conduct of directors, officers and employees
and other matters pertinent to its securities business.
LBCM is registered as a swap dealer and as such, is subject to regulation and supervision by the Commodity Futures Trading Commission
(“CFTC”) with respect to certain of its swap activities and registration with the National Futures Association (“NFA”), CFTC and NFA rules and
regulations include requirements related to risk management practices, trade documentation and reporting, business conduct and
recordkeeping, among others.
A major focus of US governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist
financing and enforcing compliance with US economic sanctions, with serious legal and reputational consequences for any failures arising in
these areas. The Group engages, or has engaged, in a limited amount of business with counterparties in certain countries which the US State
Department designated during the reporting period as state sponsors of terrorism, including Iran, Syria and Cuba. At 31 December 2025, the
Group did not believe that the Group’s business activities relating to countries designated as state sponsors of terrorism in 2025 were material
to its overall business.
The Group estimates that the value of its business in respect of such states represented less than 0.01% of the Group’s total assets and, for the
year ended December 2025, the Group believes that the Group’s revenues from all activities relating to such states were less than 0.001% of its
total income, net of insurance claims and changes in insurance and investment contract liabilities. This information has been compiled from
various sources within the Group, including information manually collected from relevant business units, and this has necessarily involved some
degree of estimate and judgement.
Disclosure pursuant to Section 219 of The Iran Threat Reduction and Syria and Human Rights Act (“ITRA”)
Since the introduction of an enhanced financial sanctions policy, the Group has been proactive in reducing its dealings with Iran and Syria, and
individuals and entities associated with these countries. There remain a small number of historic business activities which the Group has not yet
been able to terminate for legal or contractual reasons.
Pursuant to ITRA Section 219, the Group notes that during 2025, its non-US affiliates, Lloyds Bank plc and Bank of Scotland plc, received or
made payments involving entities owned or controlled by the Government of Iran as defined under section 560.304 of title 31, Code of Federal
Regulations, and/or designated under Executive Order 13382 or 13224. In all cases, the payment was permitted under UK sanctions legislation,
specific authority was sought from and granted by HM Treasury, the UK’s Competent Authority to provide such authorisations or the
payment(s) were credited to a blocked account, held in the name of the entity, in accordance with UK sanctions legislation.
Gross revenues from these activities were approximately £7,600. Net profits from these activities were approximately £7,600.
The Group’s business activities, being reported below, are conducted in compliance with applicable laws in respect of Iran and Syria sanctions
and, except as noted below, the Group intends to continue these historic activities until it is able to legally terminate the contractual
relationships or to maintain/ manage them in accordance with prevailing sanctions obligations. The nature of these activities is as follows:
1.Limited and infrequent payments made to and received from entities directly or indirectly linked to the Government of Iran. Such payments
are only made if they comply with UK regulation and legislation and/or licence from the US Treasury Department’s Office of Foreign Assets
Control.
2.Payments made to a blocked account in the name of Commercial Bank of Syria related to historic guarantees, entered into by the Group
between 1997 and 2008, the majority of which relate to Bail Bonds for vessels. The Commercial Bank of Syria’s designation under Executive
Order 13382 ended on 30 June 2025.
3.Sums paid out from a pension trust fund to UK nationals resident in the UK who were employees of a company indirectly owned or
controlled by an entity designated under Executive Order 13382 that is also owned or controlled by the Government of Iran.
C.Organizational structure
The Company is the holding company of the Lloyds Banking Group, which consists of the Company and its subsidiaries. The following are the
Group’s principal subsidiaries; the list includes all significant subsidiaries, and certain other subsidiaries as noted below, of the Company at 31
December 2025.
Name of subsidiary undertaking Country ofregistration/incorporation Percentage of equityshare capital and voting rights held Nature of business Registered office
Lloyds Bank plc England 100% Banking and financial services 25 Gresham Street, London EC2V 7HN
Scottish Widows Limited England 100%* Life assurance 25 Gresham Street, London EC2V 7HN
HBOS plc Scotland 100%* Holding company The Mound, Edinburgh EH1 1YZ
Bank of Scotland plc Scotland 100%* Banking and financial services The Mound, Edinburgh EH1 1YZ
Lloyds Bank Corporate Markets plc1 England 100% Banking and financial services 25 Gresham Street, London EC2V 7HN
LBG Equity Investments Limited1 England 100% Financial services 25 Gresham Street, London EC2V 7HN
*Indirect interest
1Subsidiary that does not meet the quantitative threshold for significance.
The principal area of operation for each of the above subsidiaries is the United Kingdom.
D.Property, plant and equipment
Not applicable.