As filed with the Securities and Exchange Commission on 25 February 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 31 December 2019
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-15246
LLOYDS BANKING GROUP plc
(previously Lloyds TSB Group plc)
(Exact name of Registrant as Specified in Its Charter)
Scotland
(Jurisdiction of Incorporation or Organization)
25 Gresham Street
London EC2V 7HN
United Kingdom
(Address of Principal Executive Offices)
Kate Cheetham, Company Secretary
Tel +44 (0) 20 7356 2104, Fax +44 (0) 20 7356 1808
25 Gresham Street
London EC2V 7HN
United Kingdom
(Name, telephone, e-mail and/or facsimile number and address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered |
Ordinary shares of nominal value 10 pence each, represented by American Depositary Shares | The New York Stock Exchange | |
$1,500,000,000 4.344% Subordinated Securities due in 2048 | LYG48A | The New York Stock Exchange |
$824,033,000 5.3% Subordinated Securities due 2045 | LYG45 | The New York Stock Exchange |
$1,750,000,000 3.574% Senior Notes due in 2028 (callable in 2027) | LYG28A | The New York Stock Exchange |
$1,500,000,000 4.375% Senior Notes due 2028 | LYG28B | The New York Stock Exchange |
$1,250,000,000 4.55% Senior Notes due 2028 | LYG28C | The New York Stock Exchange |
$1,250,000,000 3.75% Senior Notes due 2027 | LYG27 | The New York Stock Exchange |
$1,500,000,000 4.65% Subordinated Securities due 2026 | LYG26 | The New York Stock Exchange |
$1,500,000,000 4.45% Senior Notes due 2025 | LYG25A | The New York Stock Exchange |
$1,327,685,000 4.582% Subordinated Securities due 2025 | LYG25 | The New York Stock Exchange |
$1,250,000,000 3.5% Senior Notes due 2025 | LYG25 | The New York Stock Exchange |
$1,000,000,000 3.90% Senior Notes due 2024 | LYG24A | The New York Stock Exchange |
$1,000,000,000 4.5% Subordinated Securities due 2024 | LYG24 | The New York Stock Exchange |
$1,500,000,000 2.858% Senior Notes due 2023 | LYG23B | The New York Stock Exchange |
$1,750,000,000 4.05% Senior Notes due 2023 | LYG23A | The New York Stock Exchange |
$2,250,000,000 2.907% Senior Notes due 2023 (callable in 2022) | LYG23 | The New York Stock Exchange |
$1,500,000,000 3.0% Senior Notes due 2022 | LYG22 | The New York Stock Exchange |
$1,500,000,000 2.25% Senior Notes due 2022 | LYG22 | The New York Stock Exchange |
$1,250,000,000 3.3% Senior Notes due 2021 | LYG21A | The New York Stock Exchange |
$1,000,000,000 Floating Rate Senior Notes due 2021 | LYG21B | The New York Stock Exchange |
$500,000,000 Floating Rate Senior Notes due 2021 | LYG21A | The New York Stock Exchange |
$1,000,000,000 3.1% Senior Notes due 2021 | LYG21 | The New York Stock Exchange |
$2,500,000,000 6.375% Senior Notes due 2021 | LYG21 | The New York Stock Exchange |
$1,000,000,000 2.7% Senior Notes due 2020 | LYG20A | The New York Stock Exchange |
$1,000,000,000 2.4% Senior Notes due 2020 | LYG20 | The New York Stock Exchange |
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:
7.50% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
6.75% Callable Fixed Rate Reset AT1 Perpetual
Subordinated Contingent Convertible Securities
5.125% Callable Fixed Rate Reset AT1 Perpetual Subordinated Contingent Convertible Securities
The number of outstanding shares of each of Lloyds Banking Group plc’s classes of capital or common stock as of 31 December 2019 was:
Ordinary shares, nominal value 10 pence each | 70,052,557,838 | ||
Preference shares, nominal value 25 pence each | 412,201,226 | ||
Preference shares, nominal value 25 cents each | 809,160 | ||
Preference shares, nominal value 25 euro cents each | Nil |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x 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 x
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 x 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer o Non-Accelerated filer o Emerging Growth Company o
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Yes o No o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements including in this filing:
U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board x Other o
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 o 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 o No x
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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TABLE OF CONTENTS
In this annual report, references to the ‘Company’ are to Lloyds Banking Group plc; references to ‘Lloyds Banking Group’, ‘Lloyds’ or the ‘Group’ are to Lloyds Banking Group plc and its subsidiary and associated undertakings; references to ‘Lloyds Bank’ are to Lloyds Bank plc; and references to the ‘consolidated financial statements’ or ‘financial statements’ are to Lloyds Banking Group’s consolidated financial statements included in this annual report. References to the ‘Financial Conduct Authority’ or ‘FCA’ and to the ‘Prudential Regulation Authority’ or ‘PRA’ are to the United Kingdom (the UK) Financial Conduct Authority and the UK Prudential Regulation Authority. References to the ‘Financial Services Authority’ or ‘FSA’ are to their predecessor organisation, the UK Financial Services Authority.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Certain disclosures required by IFRS have been included in sections highlighted as ‘Audited’ within the Operating and financial review and prospects section of this Annual Report on Form 20-F on pages 15 to 112. Disclosures marked as audited indicate that they are within the scope of the audit of the financial statements taken as a whole; these disclosures are not subject to a separate opinion.
In this annual report, amounts described as ‘statutory’ refer to amounts included within the Group’s consolidated financial statements.
Lloyds Banking Group publishes its consolidated financial statements expressed in British pounds (‘pounds sterling’, ‘sterling’ or ‘£’), the lawful currency of the UK. In this annual report, references to ‘pence’ and ‘p’ are to one-hundredth of one pound sterling; references to ‘US dollars’, ‘US$’ or ‘$’ are to the lawful currency of the United States (the US); references to ‘cent’ or ‘c’ are to one-hundredth of one US dollar; references to ‘euro’ or ‘€’ are to the lawful currency of the member states of the European Union (EU) that have adopted a single currency in accordance with the Treaty establishing the European Communities, as amended by the Treaty of European Union; references to ‘euro cent’ are to one-hundredth of one euro; and references to ‘Japanese yen’, ‘Japanese ¥’ or ‘¥’ are to the lawful currency of Japan. Solely for the convenience of the reader, this annual report contains translations of certain pounds sterling amounts into US dollars at specified rates. These translations should not be construed as representations by Lloyds Banking Group that the pounds sterling amounts actually represent such US dollar amounts or could be converted into US dollars at the rate indicated or at any other rate. Unless otherwise stated, the translations of pounds sterling into US dollars have been made at the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York (the Noon Buying Rate) in effect on 31 December 2019. The Noon Buying Rate on 31 December 2019 differs from certain of the actual rates used in the preparation of the consolidated financial statements, which are expressed in pounds sterling, and therefore US dollar amounts appearing in this annual report may differ significantly from actual US dollar amounts which were translated into pounds sterling in the preparation of the consolidated financial statements in accordance with IFRS.
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Lloyds Banking Group is a leading provider of financial services to individual and business customers in the UK. At 31 December 2019, Lloyds Banking Group’s total assets were £833,893 million and Lloyds Banking Group had 63,069 employees (on a full-time equivalent basis). Lloyds Banking Group plc’s market capitalisation at that date was £43,783 million. The Group reported a profit before tax for the 12 months to 31 December 2019 of £4,393 million, and its capital ratios at that date were 21.3 per cent for total capital, 16.7 per cent for tier 1 capital and 13.6 per cent for common equity tier 1 capital.
Set out below is the Group’s summarised income statement for each of the last two years:
2019
£m |
2018
£m |
|||||||
Net interest income | 10,180 | 13,396 | ||||||
Other income | 32,176 | 8,695 | ||||||
Total income | 42,356 | 22,091 | ||||||
Insurance claims | (23,997 | ) | (3,465 | ) | ||||
Total income, net of insurance claims | 18,359 | 18,626 | ||||||
Operating expenses | (12,670 | ) | (11,729 | ) | ||||
Trading surplus | 5,689 | 6,897 | ||||||
Impairment | (1,296 | ) | (937 | ) | ||||
Profit before tax | 4,393 | 5,960 |
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.
At 31 December 2019, the Group’s three primary operating divisions, which are also financial reporting segments, were: Retail; Commercial Banking; and Insurance and Wealth. Retail provides banking, mortgages, personal loans, motor finance, credit cards and other financial services to personal and small business customers. Commercial Banking provides banking and related services to business clients, from small and medium-sized entities (SMEs) to large corporates. Insurance and Wealth provides long-term savings, protection and investment products as well as general insurance products.
Profit before tax is analysed on pages 17 to 22 on a statutory basis and, for the Group’s segments, on pages 24 to 30 on an underlying basis. The key principles adopted in the preparation of this basis of reporting are described on page 24. The Group Executive Committee, which is the chief operating decision maker for the Group, 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. IFRS 8, Operating Segments requires that the Group presents its segmental profit before tax on the basis reviewed by the chief operating decision maker that is most consistent with the measurement principles used in measuring the Group’s statutory profit before tax. Accordingly, the Group presents its segmental underlying basis profit before tax in note 4 to the financial statements in compliance with IFRS 8. The table below shows the results of Lloyds Banking Group’s segments in the last two fiscal years, and their aggregation. Further information on non-GAAP measures and the reconciliations required by the Securities and Exchange Commission’s Regulation G are set out on pages F-25 to F-29.
2019
£m |
2018
£m |
1
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Retail | 3,839 | 4,211 | ||||||
Commercial Banking | 1,777 | 2,183 | ||||||
Insurance and Wealth | 1,101 | 927 | ||||||
Other | 814 | 745 | ||||||
Profit before tax – underlying basis | 7,531 | 8,066 |
1 | Segmental analysis restated, as explained on page F-25. |
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 95000. Lloyds Banking Group plc’s registered office is The Mound, Edinburgh EH1 1YZ, Scotland, and its principal executive offices in the UK are located at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone number + 44 (0) 20 7626 1500.
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SELECTED CONSOLIDATED FINANCIAL DATA
The financial information set out in the tables below has been derived from the annual reports and accounts of Lloyds Banking Group plc for each of the past five years adjusted, where restatement was required, for subsequent changes in accounting policy and presentation.
2019 | 20181,2 | 20171,2,3 | 20161,2,3 | 20151,2,3 | ||||||||||||||||
Income statement data for the year ended 31 December (£m) | ||||||||||||||||||||
Total income, net of insurance claims | 18,359 | 18,626 | 18,659 | 17,267 | 17,421 | |||||||||||||||
Operating expenses | (12,670 | ) | (11,729 | ) | (12,346 | ) | (12,627 | ) | (15,387 | ) | ||||||||||
Trading surplus | 5,689 | 6,897 | 6,313 | 4,640 | 2,034 | |||||||||||||||
Impairment losses | (1,296 | ) | (937 | ) | (688 | ) | (752 | ) | (390 | ) | ||||||||||
Profit before tax | 4,393 | 5,960 | 5,625 | 3,888 | 1,644 | |||||||||||||||
Profit for the year | 3,006 | 4,506 | 3,999 | 2,255 | 1,036 | |||||||||||||||
Profit for the year attributable to ordinary shareholders | 2,459 | 3,975 | 3,494 | 1,742 | 546 | |||||||||||||||
Dividends for the year4,5 | 2,375 | 2,288 | 2,195 | 2,175 | 1,962 | |||||||||||||||
Balance sheet data at 31 December (£m) | ||||||||||||||||||||
Share capital | 7,005 | 7,116 | 7,197 | 7,146 | 7,146 | |||||||||||||||
Shareholders’ equity | 41,697 | 43,434 | 43,551 | 42,670 | 41,234 | |||||||||||||||
Other equity instruments | 5,906 | 6,491 | 5,355 | 5,355 | 5,355 | |||||||||||||||
Customer deposits | 421,320 | 418,066 | 418,124 | 415,460 | 418,326 | |||||||||||||||
Subordinated liabilities | 17,130 | 17,656 | 17,922 | 19,831 | 23,312 | |||||||||||||||
Loans and advances to customers | 494,988 | 484,858 | 472,498 | 457,958 | 455,175 | |||||||||||||||
Total assets | 833,893 | 797,598 | 812,109 | 817,793 | 806,688 | |||||||||||||||
Share information | ||||||||||||||||||||
Basic earnings per ordinary share | 3.5p | 5.5p | 4.9p | 2.4p | 0.8p | |||||||||||||||
Diluted earnings per ordinary share | 3.4p | 5.5p | 4.8p | 2.4p | 0.8p | |||||||||||||||
Net asset value per ordinary share | 59.5p | 61.0p | 60.5p | 59.8p | 57.9p | |||||||||||||||
Dividends per ordinary share4,6 | 3.37p | 3.21p | 3.05p | 3.05p | 2.75p | |||||||||||||||
Equivalent cents per share6,7 | 4.33c | 4.14c | 4.06c | 3.95c | 4.03c | |||||||||||||||
Market price per ordinary share (year end) | 62.5p | 51.9p | 68.1p | 62.5p | 73.1p | |||||||||||||||
Number of shareholders (thousands) | 2,361 | 2,404 | 2,450 | 2,510 | 2,563 | |||||||||||||||
Number of ordinary shares in issue (millions)8 | 70,053 | 71,164 | 71,973 | 71,374 | 71,374 | |||||||||||||||
Financial ratios (%)9 | ||||||||||||||||||||
Dividend payout ratio10 | 96.6 | 57.6 | 62.8 | 124.9 | 359.3 | |||||||||||||||
Post-tax return on average shareholders’ equity | 5.7 | 9.3 | 8.0 | 4.1 | 1.3 | |||||||||||||||
Post-tax return on average assets | 0.36 | 0.55 | 0.49 | 0.27 | 0.12 | |||||||||||||||
Average shareholders’ equity to average assets | 5.2 | 5.3 | 5.3 | 5.2 | 5.1 | |||||||||||||||
Cost:income ratio11 | 69.0 | 63.0 | 66.2 | 73.1 | 88.3 | |||||||||||||||
Capital ratios (%) | ||||||||||||||||||||
Total capital | 21.3 | 22.9 | 21.2 | 21.2 | 21.5 | |||||||||||||||
Tier 1 capital | 16.7 | 18.2 | 17.2 | 16.8 | 16.4 | |||||||||||||||
Common equity tier 1 capital/Core tier 1 capital | 13.6 | 14.6 | 14.1 | 13.4 | 12.8 |
1 | The Group has adopted IFRS 16 Leases with effect from 1 January 2019, in accordance with the transition requirements of the standard, comparative information has not been restated. |
2 | The Group has implemented the amendments to IAS 12 Income Taxes with effect from 1 January 2019 and as a result tax relief on distributions on other equity instruments, previously taken directly to retained profits, is now reported within tax expense in the income statement. Comparatives have been restated. |
3 | The Group adopted IFRS 9 and IFRS 15 with effect from 1 January 2018; in accordance with the transition requirements, comparative information was not restated. |
4 | Annual dividends comprise both interim and estimated final dividend payments. The total dividend for the year represents the interim dividend paid during the year and the final dividend, which is paid and accounted for in the following year. |
5 | Dividends for the year in 2016 included a special dividend totalling £356 million; (2015: £357 million). |
6 | Dividends per ordinary share in 2016 included a recommended special dividend of 0.5 pence (2015: 0.5 pence). |
7 | Translated into US dollars at the Noon Buying Rate on the date each payment was made, with the exception of the final dividend in respect of 2019, which has been translated at the Noon Buying Rate on 14 February 2020. |
8 | For 2016 and previous years, this figure excluded the limited voting ordinary shares owned by the Lloyds Bank Foundations. The limited voting ordinary shares were redesignated as ordinary shares on 1 July 2017. |
9 | Averages are calculated on a monthly basis from the consolidated financial data of Lloyds Banking Group. |
10 | Total dividend for the year divided by earnings attributable to ordinary shareholders adjusted for tax relief on distributions to other equity holders. |
11 | The cost:income ratio is calculated as total operating expenses as a percentage of total income (net of insurance claims). |
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HISTORY AND DEVELOPMENT OF LLOYDS BANKING GROUP
The history of the Group can be traced back to the 18th century when the banking partnership of Taylors and Lloyds was established in Birmingham, England. Lloyds Bank Plc was incorporated in 1865 and during the late 19th and early 20th centuries entered into a number of acquisitions and mergers, significantly increasing the number of banking offices in the UK. In 1995, it continued to expand with the acquisition of the Cheltenham and Gloucester Building Society.
TSB Group plc became operational in 1986 when, following UK Government legislation, the operations of four Trustee Savings Banks and other related companies were transferred to TSB Group plc and its new banking subsidiaries. By 1995, the TSB Group had, either through organic growth or acquisition, developed life and general insurance operations, investment management activities, and a motor vehicle hire purchase and leasing operation to supplement its retail banking activities.
In 1995, TSB Group plc merged with Lloyds Bank Plc. Under the terms of the merger, the TSB and Lloyds Bank groups were combined under TSB Group plc, which was re-named Lloyds TSB Group plc, with Lloyds Bank Plc, which was subsequently re-named Lloyds TSB Bank plc, the principal subsidiary. In 1999, the businesses, assets and liabilities of TSB Bank plc, the principal banking subsidiary of the TSB Group prior to the merger, and its subsidiary Hill Samuel Bank Limited were vested in Lloyds TSB Bank plc, and in 2000, Lloyds TSB Group acquired Scottish Widows. In addition to already being one of the leading providers of banking services in the UK, the acquisition of Scottish Widows also positioned Lloyds TSB Group as one of the leading suppliers of long-term savings and protection products in the UK.
The HBOS Group had been formed in September 2001 by the merger of Halifax plc and Bank of Scotland. The Halifax business began with the establishment of the Halifax Permanent Benefit Building Society in 1852; the society grew through a number of mergers and acquisitions including the merger with Leeds Permanent Building Society in 1995 and the acquisition of Clerical Medical in 1996. In 1997 the Halifax converted to plc status and floated on the London stock market. Bank of Scotland was founded in July 1695, making it Scotland’s first and oldest bank.
On 18 September 2008, with the support of the UK Government, the boards of Lloyds TSB Group plc and HBOS plc announced that they had reached agreement on the terms of a recommended acquisition by Lloyds TSB Group plc of HBOS plc. The shareholders of Lloyds TSB Group plc approved the acquisition at the Company’s general meeting on 19 November 2008. On 16 January 2009, the acquisition was completed and Lloyds TSB Group plc changed its name to Lloyds Banking Group plc.
Pursuant to two placing and open offers which were completed by the Company in January and June 2009 and the Rights Issue completed in December 2009, the UK Government acquired 43.4 per cent of the Company’s issued ordinary share capital. Following sales of shares in September 2013 and March 2014 and the completion of trading plans with Morgan Stanley & Co. International plc (Morgan Stanley), the UK Government completed the sale of its shares in May 2017, returning the Group to full private ownership.
Pursuant to its decision approving state aid to the Group, the European Commission required the Group to dispose of a retail banking business meeting minimum requirements for the number of branches, share of the UK personal current accounts market and proportion of the Group’s mortgage assets. Following disposals in 2014, the Group sold its remaining interest in TSB to Banco de Sabadell (Sabadell) in 2015, and all EC state aid requirements were met by 30 June 2017.
On 1 June 2017, following the receipt of competition and regulatory approval, the Group acquired 100 per cent of the ordinary share capital of MBNA Limited, which together with its subsidiaries operates a UK consumer credit card business, from FIA Jersey Holdings Limited, a wholly-owned subsidiary of Bank of America.
The Group successfully launched its new non ring-fenced bank, Lloyds Bank Corporate Markets plc in 2018, transferring in the non ring-fenced business from the rest of the Group, thereby meeting its legal requirements under ring-fencing legislation.
On 23 October 2018, the Group announced a partnership with Schroders to create a market-leading wealth management proposition. The three key components of the partnership are: (i) the establishment of a new financial planning joint venture; (ii) the Group taking a 19.9 per cent stake in Schroders high net worth UK wealth management business; and (iii) the appointment of Schroders as the active investment manager of approximately £80 billion of the Group’s insurance and wealth related assets. The joint venture, Schroders Personal Wealth, was launched to the market in the third quarter of 2019. The Group’s interest in the joint venture is 50.1 per cent.
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BUSINESS
STRATEGY OF LLOYDS BANKING GROUP
The Group is a leading provider of financial services to individual and business customers in the UK. The Group’s main business activities are retail and commercial banking, and long-term savings, protection and investment. Services are provided 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.
As the Group looks to the future, it sees the external environment evolving rapidly. Changing customer behaviours, the pace of technological evolution and changes in regulation all present opportunities. Given the Group’s strong capabilities and the significant progress made in recent years, the Group believes that it is in a unique position to compete and win in this environment by developing additional competitive advantages. The Group will continue to transform itself to succeed in this digital world and the next phase of its strategy will ensure that the Group has the capabilities to deliver future success.
STRATEGIC PRIORITIES
In 2018 the Group launched the third phase of its strategic plan. The Group identified four strategic priorities focused on the financial needs and behaviours of the customer of the future: further enhancing the Group’s leading customer experience; further digitising the Group; maximising Group capabilities; and transforming ways of working. The Group will invest more than £3 billion in these strategic initiatives through the plan period that will drive the Group’s transformation into a digitised, simple, low risk, customer-focused UK financial services provider.
Delivering a leading customer experience
The Group will drive stronger customer relationships through best in class propositions while continuing to provide the Group’s customers with brilliant servicing and a seamless experience across all channels. This will include:
– | remaining the number 1 digital bank in the UK with open banking functionality; |
– | unrivalled reach with UK’s largest branch network serving complex needs; and |
– | data-driven and personalised customer propositions. |
Digitising the Group
The Group will deploy new technology to drive additional operational efficiencies that will make banking simple and easier for customers whilst reducing operating costs, pursuing the following initiatives:
– | deeper end-to-end transformation targeting over 70 per cent of cost base; |
– | simplification and progressive modernisation of our data and IT infrastructure; and |
– | technology enabled productivity improvements across the business. |
Maximising the Group’s capabilities
The Group will deepen customer relationships, grow in targeted segments and better address our customers’ banking and insurance needs as an integrated financial services provider. This will include:
– | increasing Financial Planning and Retirement (FP&R) open book assets by more than £50 billion by 2020 with more than 1 million new pension customers; |
– | implementing an integrated FP&R proposition with single customer view; and |
– | start-up, SME and Mid Market net lending growth (more than £6 billion in the plan period). |
Transforming ways of working
The Group is making its biggest ever investment in people, increasing colleague training and development by 50 per cent to 4.4 million hours per annum and embracing new technology to drive better customer outcomes. The hard work, commitment and expertise of the Group’s colleagues has enabled it to deliver to date and the Group will further invest in capabilities and agile working practices. The Group has already restructured the business and reorganised the leadership team to ensure effective implementation of the new strategy.
BUSINESS AND ACTIVITIES OF LLOYDS BANKING GROUP
The Group’s activities are organised into three financial reporting segments: Retail; Commercial Banking; and Insurance and Wealth. In 2019 the Group transferred Cardnet, its card payment acceptance service, from Retail into Commerical Banking and also transferred certain equity business from Commercial Banking into Central items. Comparatives have been restated accordingly.
Further information on the Group’s financial reporting segments is set out on pages 27 to 29 and in note 4 to the financial statements.
MATERIAL CONTRACTS
The Company and its subsidiaries are party to various contracts in the ordinary course of business.
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BUSINESS
ENVIRONMENTAL MATTERS
Helping the transition to a sustainable low carbon economy
The UK is committed to the vision of a sustainable, low carbon future. The Group’s unique position within the UK economy means that the successful transition to a more sustainable, low carbon economy is of strategic importance.
The Group supports the aims of the 2015 Paris Agreement and the UK Government’s Clean Growth Strategy, which will require a radical reinvention of ways of working, living and doing business including new Government policies and sustainable finance solutions. In 2018 the Group set out its Sustainability Strategy and when reporting on its progress, the Group supports the Taskforce on Climate-Related Financial Disclosure (TCFD) framework, and currently plans to achieve full disclosure by 2022 in line with the TCFD recommendations and the UK Government’s Green Finance Strategy.
OUR STRATEGY
The Group’s goal and approach
As a signal of the Group’s commitment the Group has set an ambitious goal, working with customers, Government and the market to help reduce the emissions it finances by more than 50 per cent by 2030, supporting the UK’s ambition to be net zero by 2050 and the 2015 Paris Agreement. During the course of 2020, the Group intends to conduct a review of its portfolio to establish its current financed emissions and set appropriate metrics and targets for material sectors.
In order to meet its goal, the Group will:
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Identify new opportunities to support customers and clients and finance the UK transition to a low carbon economy |
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Identify and manage material sustainability and climate related risks across the Group, disclosing these, their impacts on the Group and its financial planning processes, in line with the TCFD framework |
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Use the Group’s scale and reach to help drive progress towards a sustainable and resilient UK economy through engagement with customers, communities, industry, Government, shareholders and suppliers |
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Embed sustainability into the way the Group does business and manages its own operations in a more sustainable way |
The Group’s ambition
The Group has set itself seven leadership ambitions to support the UK’s transition to a sustainable future:
Business: become a leading UK commercial bank for sustainable growth, supporting clients to transition to sustainable business models and operations, and to pursue new clean growth opportunities
Homes: be a leading UK provider of customer support on energy efficient, sustainable homes
Vehicles: be a leading UK provider of low emission/green vehicle fleets
Pensions and investments: be a leading UK pension provider that offers customers and colleagues sustainable investment choices, and challenge the companies the Group invests in to behave more sustainably and responsibly
Insurance: be a leading UK insurer in improving the resilience of customers’ lives against extreme weather caused by climate change
Green bonds: be a leading UK bank in the green/sustainable bonds market
The Group’s own footprint: be a leading UK bank in reducing the Group’s own carbon footprint and challenging suppliers to ensure the Group’s own consumption of resources, goods and services is sustainable
Metrics and targets
In 2018, the Group committed to develop a reporting framework to track performance against our sustainability strategy. This includes measures for: the Group’s own energy use, emissions, water and waste; Group and portfolio metrics that drive emission reductions related to financing activity; the amount of green finance provided; and metrics that track climate change risk (including exposure to high carbon sectors and sectors at high risk from climate change).
The complexity of accessing robust data has prevented the Group from setting a full suite of targets in 2019. The Group intends, however, to set appropriate targets during 2020 for material sectors. The Group’s new goal to help reduce the emissions it finances by more than 50 per cent by 2030 will frame the level of ambition across the Group’s targets and metrics.
Extending the Group’s own carbon footprint measurement
The Group met its 2030 carbon reduction target in 2019, having reduced emissions by 63 per cent since 2009. The Group also expanded its Scope 3 emissions measurement to include additional categories of emissions from business travel and colleague commuting. The Group continues to pursue our targets to reduce emissions by 80 per cent by 2050, operational waste by 80 per cent by 2025 (compared to 2014/15) and water consumption by 40 per cent by 2030 (compared to 2009). The Group will be developing new carbon, energy and travel targets in 2020.
Green finance
The Group has provided more than £4.9 billion in green finance since 2016 through its Clean Growth Finance Initiative, Commercial Real Estate Green Loans Initiative, Renewable Energy Financing, and green bonds facilitation. While green loan standards are evolving, the Group has teamed up with leading sustainability consultants when developing green finance products to determine a list of qualifying green criteria. These green finance products support a range of eligible activity including; reducing emissions, improving energy efficiency, reducing waste, improving water efficiency, and funding low carbon transport and renewable energy.
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Climate risk sectors
In line with TCFD recommendations, the Group has identified its loans and advances to customers in high carbon sectors and a selection of other sectors that will be exposed to transition risk (see table). This is the Group’s initial view and will be reviewed as its transition risk insight develops. The Group continues to work with customers to support transition, taking into account both risks and opportunities.
The Group’s exposure to high carbon sectors is low (less than 0.5 per cent of total loans and advances to customers). In addition, data for these loans and advances is presented at an overall sector level and not all customers in these sectors will have high emissions or be exposed to significant transition risks. For example:
|
Utilities includes financing to entities that have both renewable energy and non-renewable energy generation. The Group has provided finance for more than 40 renewable energy projects, including supporting projects such as the Neart na Gaoithe offshore wind farm; |
|
Real estate and mortgages will include loans and advances supported by assets which have a full range of Energy Performance Certificate (EPC) ratings including energy efficient properties; |
|
UK motor finance includes loans and advances for low emission vehicles. |
|
Loans and advances to customers in high carbon sectors and selected other sectors subject to transition risks. |
Loans and advances to
customers (£m)2 |
% of total loans and advances
to customers3 |
|||||||||||||||||||
Sector/area1 | Dec-2019 | Dec-2018 | Dec-2019 | Dec-2018 | ||||||||||||||||
|
Energy | Coal Mining | 21 | 28 | <0.01 | % | <0.01 | % | ||||||||||||
Oil and Gas | 1,368 | 975 | 0.27 | % | 0.20 | % | ||||||||||||||
Utilities | (Electric and Gas) | 964 | 1,251 | 0.19 | % | 0.26 | % | |||||||||||||
Total | 2,353 | 2,254 | 0.47 | % | 0.46 | % | ||||||||||||||
|
Agriculture, Forestry and Fishing | 7,558 | 7,314 | 1.52 | % | 1.50 | % | |||||||||||||
Construction and Real Estate | 28,228 | 29,470 | 5.67 | % | 6.04 | % | ||||||||||||||
Transportation (Automotive, Aviation, Shipping and Rail) | 4,353 | 5,429 | 0.87 | % | 1.11 | % | ||||||||||||||
Cement, Chemicals and Steel Manufacture | 143 | 250 | 0.03 | % | 0.05 | % | ||||||||||||||
Mortgages | 299,141 | 297,497 | 60.05 | % | 60.96 | % | ||||||||||||||
UK Motor Finance | 15,976 | 14,933 | 3.21 | % | 3.06 | % |
1 | Exposures are based on 2007 Standard Industrial Classification codes except for Agriculture, Forestry and Fishing (based on NACE code A00-0) and Mortgages and UK Motor Finance, where the full portfolios have been used. These exposures will include green and other sustainable finance loans, which support the transition to the low carbon economy. As such, these figures and/or trends should not be read as the only measure to gauge transition risk or financed emissions. |
2 | Disclosures are based on loans and advances to customers on a statutory basis, before allowance for impairment losses. Analysis covers at least 95% of loans and advances and does not include data from the Insurance and Wealth division. |
3 | Total loan and advances to customers were £488,088m at 31 December 2018 and £498,247m at 31 December 2019. |
Risk management
Climate risk is a key emerging risk for the Group. The Group’s approach to identifying and managing climate risk is founded on embedding it into its existing risk management framework, and integrating it through policies, authorities and risk control mechanisms. During 2019, the Group updated its TCFD implementation plan to incorporate Prudential Regulatory Authority (PRA) supervisory expectations and refined deliverables, with further resource invested in the programme.
In 2019, the Group included commentary on climate change risk within its Internal Capital Capacity Adequacy Assessment Process (ICAAP) submission, and in 2020 the Group is building on this through its analysis of initial scenarios to assess the impact on capital requirements. The Group is also engaged in the industry response to the Bank of England Discussion Paper to identify the best approach to explore the financial risks posed by climate change within its 2021 Biennial Exploratory Scenario (BES).
The Group has updated its external sector statements to include positions on six new sectors including manufacturing, automotive, agriculture, animal welfare, fisheries and UNESCO World Heritage Sites. This is in addition to the existing statements on power, coal, mining, oil and gas, forestry and defence. www.lloydsbankinggroup.com/Our-Group/responsible-business/reporting-centre/. The Group’s statement on coal has been updated and made more ambitious. The Group continues with its policy of not financing new coal fired power stations. The Group has now tightened its requirements for providing general banking or funding, and now requires new clients to have less than 30 per cent of their revenue from the operation of coal fired power stations and/or coal mines (previously less than 50 per cent).
In addition, existing customers whose overall operations include coal mining and coal power generation or who supply equipment or services to the sector will be expected to explain how they plan to reduce their reliance on revenue from coal fired power stations and/or coal mines. This includes reducing such revenue to less than 30 per cent by 2025 and, where relevant, to eliminate UK coal power generation in line with UK Government commitments.
Sustainability is now a mandatory part of credit applications in Commercial Banking for facilities greater than £500,000, and we continue to develop sector specific guidance to help relationship managers identify climate risks. The Group will review climate risk as part of the 2020 annual refresh of the Group’s Risk Appetite.
In line with TCFD, the Group is also developing forward-looking scenario analysis, incorporating physical and transition risks, to help identify risks and opportunities over the short, medium and long-term. For example, Commercial Banking are conducting analysis on the real estate sector for business as usual and low carbon transition scenarios and the Insurance business has conducted an initial climate stress test. The Group is working with external consultants to enhance scenario analysis across divisions and will use the outputs to support scenario analysis assessments and inform credit risk appetite decisions and future disclosures.
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Governance
Given the strategic importance of the Group’s sustainability ambitions, the Group’s governance structure provides clear oversight and ownership of the sustainability strategy. This includes:
Lloyds Banking Group Board Responsible Business Committee Group Executive Committee Group Executive Sustainability Committee Other internal governance Audit Committee Board Risk Committee GEC Risk Committee Divisional Risk Committees Group sustainability team Divisional forums/ working groups Group sustainability forum TCFD working group
– | The Responsible Business Committee (RBC), a sub-committee of the Board, chaired by Sara Weller, Group Non-Executive Director and which includes the Chairman, Lord Blackwell as a member |
– | The Group Executive Sustainability Committee (GESC) which provides oversight and recommends decisions to the Group Executive Committee (GEC) |
– | The TCFD working group, co-chaired by senior executives in risk and sustainability, coordinates the implementation of the TCFD recommendations and supports adherence to key regulatory requirements on climate risk |
– | The Group Chief Risk Officer (CRO) has assumed responsibility for identifying and managing the risks arising from climate change, alongside the CROs for key legal entities |
Our Group sustainability team is supported by divisional sustainability governance forums led by Divisional Managing Directors, ensuring a coordinated approach to oversight, delivery and reporting of the Group’s sustainability strategy.
How we are delivering against our ambitions
In 2019, the Group has focused on developing new products, services and processes to achieve its ambitions, and progress has been recognised.
|
Lloyds Banking Group achieved the Leadership level in the 2019 Carbon Disclosure Project (CDP) Climate Change survey, scoring an A minus; the highest placed financial services firm on the Fortune Sustainability All Stars list; and won the Real Estate Capital Sustainable Finance Provider of the Year |
|
One in 14 electric cars in the UK was supplied by Group subsidiary Lex Autolease in 2019, supported by a £1 million cashback offer on pure electric vehicle (EV) orders, reducing future carbon dioxide emissions by an estimated 28 kilotonnes |
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The Group continues to partner with the Cambridge Institute for Sustainability Leadership to provide high quality training to executives and colleagues in risk management, product development and client facing roles. In 2019, over 800 colleagues were trained, ensuring they are able to support clients on this journey |
|
Since 2018 the Group has supported renewable energy projects that power the equivalent of 5.1 million homes, achieving the Group’s Helping Britain Prosper Plan 2020 target a year early |
Evolving our disclosure
In 2020, the Group will continue to review and enhance its methodologies and framework for reporting Environmental, Social and Governance risks. This review will take into account a range of industry guidelines including TCFD, Principles for Responsible Banking, Sustainability Accounting Standards Board (SASB), the evolving World Economic Forum (WEF) ESG standards, and regulatory reporting requirements with a view to further enhancing our disclosures and responding to the evolving needs of both our shareholders and other stakeholders.
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Initiatives and collaboration
Climate change is a global challenge that requires collaboration across companies and industries to ensure the risks and opportunities can be adequately identified and managed. To support this, the Group participates in several industry initiatives and has signed up to key principles that drive action on climate change and sustainability, including:
United Nations Environment Programme
Finance Initiative (UNEP FI)
The Group became a member of UNEP FI in 2019 and joined its Phase 2 Banking TCFD Pilot.
The Group also became a signatory to the Principles for Responsible Banking and Principles for Sustainable Insurance.
Coalition for Climate Resilient Investment
In September 2019, the Group joined the newly formed coalition that aims to transform infrastructure investment by integrating climate risks into decision making.
University of Cambridge Banking Environment Initiative (BEI) – Bank 2030
The Group has been working with 12 leading banks to develop a roadmap for how the industry can direct capital towards environmentally and socially sustainable economic development.
The Climate Group
In 2019, the Group was one of only a handful of businesses globally to sign up to all three of The Climate Group’s campaigns:
|
RE100 – a commitment to source 100 per cent of the Group’s electricity from renewable sources by 2030 (achieved in 2019) |
|
EP100 – a commitment to set ambitious energy productivity targets by 2030 |
|
EV100 – a commitment to accelerate the transition to Electric Vehicles by 2030 |
Climate Financial Risk Forum
In 2019, the Group joined the PRA and FCA’s joint Climate Financial Risk Forum, participating in the Risk Management Working Group that aims to deliver a UK best practice handbook on implementation of the TCFD recommendations.
Greenhouse gas emissions
The Group has voluntarily reported greenhouse gas emissions
and environmental performance since 2009, and since 2013 this has been reported in line with the requirements of the
Companies Act 2006. Our total emissions, in tonnes of CO2 equivalent, are reported in the table below. Deloitte
LLP has provided limited level ISAE 3000 (Revised) and ISAE 3410 assurance over selected non-financial indicators as noted by
. Their full, independent assurance statement is available online at
www.lloydsbankinggroup.com/our-group/responsible-business
Methodology
The Group follows the principles of the Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting Standard to calculate our Scope 1, 2 and 3 emissions from our worldwide operations. The reporting period is 1 October 2018 to 30 September 2019, which is different to that of the Directors’ report (January 2019 – December 2019). This is in line with Regulations in that the majority of the emissions reporting year falls within the period of the Directors’ Report. Emissions are reported based on an operational boundary. The scope of reporting is in line with the GHG Protocol and covers Scope 1, Scope 2 and Scope 3 emissions. Reported Scope 1 emissions cover emissions generated from gas and oil used in buildings, emissions from UK company-owned vehicles used for business travel and emissions from the use of air conditioning and chiller/refrigerant plant. Reported Scope 2 emissions cover emissions generated from the use and purchase of electricity for own use, calculated using both the location and market based methodologies. Reported Scope 3 emissions relate to business travel and commuting undertaken by colleagues and emissions associated with waste and the extraction and distribution of each of our energy sources; electricity, gas and oil. In 2019 the Group has expanded Scope 3 emissions as part of our sustainability strategy to increase transparency of reporting of the Group’s carbon footprint, and to drive reductions in additional categories of emissions; these include Waste Emissions, Upstream Business Travel (the well to tank emissions of rail, air, road vehicles, hired vehicles); Hotels; Commuting; Tube; Taxis. A detailed definition of these emissions can be found in the Group’s 2019 Reporting Criteria online at www.lloydsbankinggroup.com/our-group/responsible-business
Intensity ratio
Legacy | ||||||||||||
Oct 2018 –
Sept 2019 |
Oct 2017 –
Sept 2018 |
Oct 2016 –
Sept 2017 |
||||||||||
GHG emissions (CO2e) per £m of underlying income (Location Based)1 | 11.5 | 13.0 | 15.5 | |||||||||
GHG emissions (CO2e) per £m of underlying income (Market Based)1 | 5.6 | 6.2 | 16.4 | |||||||||
Expanded | ||||||||||||
Oct
2018 –
Sept 2019 |
Oct
2017 –
Sept 2018 |
Oct
2016 –
Sept 2017 |
||||||||||
GHG emissions (CO2e) per £m of underlying income (Location Based) – expanded scope2 | 15.8 | 17.3 | – | |||||||||
GHG emissions (CO2e) per £m of underlying income (Market Based) – expanded scope2 | 9.9 | 10.5 | – |
1 | Intensities have been restated for 2016-2017 and 2017-2018 to reflect changes to emissions data only, replacing estimated data with actuals; underlying income figures for those years have not changed. |
2 | Scope 3 emissions have been expanded to include additional elements within the Group’s own operations including emissions from waste, colleague commuting and additional elements of business travel (including taxis, tube, well to tank emissions of business travel and hotels). We have disclosed these figures parallel to legacy scope numbers to allow fairer comparison to numbers previously disclosed and to demonstrate performance versus our previous targets. |
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BUSINESS
This year, the Group’s overall location based carbon emissions were 207,768 tCO2e; a 14.6 per cent decrease since 2018 and 63.1 per cent against the Group’s 2009 baseline (legacy scope). Reductions achieved are attributable to an extensive energy optimisation programme and reductions in business travel, alongside decarbonisation of the UK electricity grid. In addition, there has been a reduction in property foot print and headcount.
The Group’s market based emissions figure is equal to 101,042 tCO2e – a comparative decrease of 12.9 per cent year on year and 82.0 per cent against 2009 baseline. Further reductions in market emissions are attributable to the purchase of renewable energy certificates for each of the Group’s operations outside of the UK equivalent to their consumption since January 2019. The Group continues to source solar, wind, hydro and biomass Renewable Energy Guarantees of Origin (REGOs) equivalent to our total UK electricity consumption.
CO2E emissions (tonnes) – Expanded scope | ||||||||||||
CO2E Emissions Tonnes: |
Oct18
–
Sep19 |
Oct17
–
Sep181 |
Oct16 –
Sep171 |
|||||||||
Total
CO2e (market based)
|
179,324 | 197,484 | n/a | |||||||||
Total
CO2e (location based)
|
286,051 | 324,816 | n/a | |||||||||
Total Scope 1
|
47,524 | 49,299 | 51,953 | |||||||||
Total Scope 2 (market based)
|
387 | 1,951 | 178,711 | |||||||||
Total Scope 2 (location based)
|
107,113 | 129,284 | 162,598 | |||||||||
Total
Scope 32
|
131,414 | 146,233 | n/a | |||||||||
CO2E emissions (tonnes) – Legacy scope | ||||||||||||
CO2E Emissions Tonnes: |
Oct18
–
Sep19 |
Oct17
–
Sep181 |
Oct16
–
Sep171 |
|||||||||
Total
CO2e (market based)
|
101,042 | 115,961 | 303,065 | |||||||||
Total
CO2e (location based)
|
207,768 | 243,293 | 286,892 | |||||||||
Total Scope 3
|
53,131 | 64,710 | 72,876 |
1 | Restated 2018/2017 and 2017/2016 emissions data to improve the accuracy of reporting, using actual data to replace estimates. |
Emissions in tonnes CO2e in line with the GHG Protocol Corporate Standard (2004) including revised Scope 2 guidance (2015) which discloses a Market Based figure in addition to the Location Based figure. | |
The measure and reporting criteria for Scope 1, 2, 3 emissions is provided in the Lloyds Banking Group Reporting Criteria statement available online at www.lloydsbankinggroup.com/our-group/responsible-business | |
Scope 1 emissions include mobile and stationary combustion of fuel and operation of facilities. | |
Scope 2 emissions have been calculated in accordance with GHG Protocol guidelines, in both Location and Market Based methodologies. | |
2 | Scope 3 emissions have been expanded to include additional elements within the Group’s own operations including emissions from waste, colleague commuting and additional elements of business travel (including taxis, tube, well to tank emissions of business travel and hotels). We have also disclosed legacy scope numbers to allow fairer comparison to numbers previously disclosed and to demonstrate performance versus our previous targets. |
|
Indicator is subject to Limited ISAE3000 (revised) and 3410 (ISAE3410) assurance by Deloitte LLP for the 2019 Annual Responsible Business Reporting. Deloitte’s 2019 assurance statement and the 2019 Reporting Criteria are available online at www.lloydsbankinggroup.com/our-group/responsible-business |
Omissions
Emissions associated with joint ventures and investments are not included in this disclosure as they fall outside the scope of our operational boundary. The Group does not have any emissions associated with imported heat, steam or imported cooling and is not aware of any other material sources of omissions from our reporting.
PROPERTIES
At 31 December 2019, Lloyds Banking Group occupied 1,768 properties in the UK. Of these, 371 were held as freeholds and 1,397 as leasehold. The majority of these properties are retail branches, widely distributed throughout England, Scotland, Wales and Northern Ireland. Other buildings include the Lloyds Banking Group’s head office in the City of London with other customer service and support centres located to suit business needs but clustered largely in eight core geographic conurbations – London, Edinburgh, Glasgow, Midlands (Birmingham), Northwest (Chester and Manchester), West Yorkshire (Halifax and Leeds), South (Brighton and Andover) and Southwest (Bristol and Cardiff).
In addition, there are 132 properties which are either sub-let or vacant. There are also a number of Automated Teller Machine (ATM) units situated throughout the UK, the majority of which are held as leasehold. The Group also has business operations elsewhere in the world, primarily holding property on a leasehold basis.
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LEGAL ACTIONS AND REGULATORY MATTERS
During the ordinary course of business the Group is subject to threatened or actual legal proceedings and regulatory reviews and investigations both in the UK and overseas. Set out below is a summary of the more significant matters.
PROVISIONS FOR FINANCIAL COMMITMENTS AND GUARANTEES
Provisions are recognised for expected credit losses on undrawn loan commitments and financial guarantees.
PAYMENT PROTECTION INSURANCE (EXCLUDING MBNA)
The Group increased the provision for PPI costs by a further £2,450 million in the year ended 31 December 2019, bringing the total amount provided to £21,875 million.
The charge in 2019 was largely due to the significant increase in PPI information requests (PIRs) leading up to the deadline for submission of claims on 29 August 2019, and also reflects costs relating to complaints received from the Official Receiver as well as administration costs. An initial review of around 60 per cent of the five million PIRs received in the run-up to the PPI deadline has been undertaken, with the conversion rate remaining low, and consistent with the provision assumption of around 10 per cent. The Group has reached final agreement with the Official Receiver.
At 31 December 2019, a provision of £1,578 million remained unutilised relating to complaints and associated administration costs excluding amounts relating to MBNA. Total cash payments were £2,201 million during the year ended 31 December 2019.
Sensitivities
The total amount provided for PPI represents the Group’s best estimate of the likely future cost. A number of risks and uncertainties remain including processing the remaining PIRs and outstanding complaints. The cost could differ from the Group’s estimates and the assumptions underpinning them, and could result in a further provision being required. These may also be impacted by any further regulatory changes and potential additional remediation arising from the continuous improvement of the Group’s operational practices.
For every one per cent increase in PIR conversion rate on the stock as at the industry deadline, the Group would expect an additional charge of approximately £100 million.
PAYMENT PROTECTION INSURANCE (MBNA)
MBNA increased its PPI provision by £367 million in the year ended 31 December 2019 but the Group’s exposure continues to remain capped at £240 million under the terms of the sale and purchase agreement.
OTHER PROVISIONS FOR LEGAL ACTIONS AND REGULATORY MATTERS
In the course of its business, the Group is engaged in discussions with the PRA, FCA and other UK and overseas regulators and other governmental authorities on a range of matters. The Group also receives complaints in connection with its past conduct and claims brought by or on behalf of current and former employees, customers, investors and other third parties and is subject to legal proceedings and other legal actions. Where significant, provisions are held against the costs expected to be incurred in relation to these matters and matters arising from related internal reviews. During the year ended 31 December 2019 the Group charged a further £445 million in respect of legal actions and other regulatory matters, and the unutilised balance at 31 December 2019 was £528 million (31 December 2018: £861 million). The most significant items are as follows.
Arrears handling related activities
The Group has provided an additional £188 million in the year ended 31 December 2019 for the costs of identifying and rectifying certain arrears management fees and activities, taking the total provided to date to £981 million. The Group has put in place a number of actions to improve its handling of customers in these areas and has made good progress in reimbursing arrears fees to impacted customers.
Packaged bank accounts
The Group had provided a total of £795 million up to 31 December 2018 in respect of complaints relating to alleged mis-selling of packaged bank accounts, with no further amounts provided during the year ended 31 December 2019. A number of risks and uncertainties remain, particularly with respect to future volumes.
Customer claims in relation to insurance branch business in Germany
The Group continues to receive claims in Germany from customers relating to policies issued by Clerical Medical Investment Group Limited (subsequently renamed Scottish Widows Limited), with smaller numbers received from customers in Austria and Italy. The industry-wide issue regarding notification of contractual ‘cooling off’ periods continued to lead to an increasing number of claims in 2016 and 2017. Whilst complaint volumes have declined, new litigation claim volumes per month have remained fairly constant throughout 2019. Up to 31 December 2019 the Group had provided a total of £656 million. The validity of the claims facing the Group depends upon the facts and circumstances in respect of each claim. As a result, the ultimate financial effect, which could be significantly different from the current provision, will be known only once all relevant claims have been resolved.
HBOS Reading – review
The Group has now completed its compensation assessment for all 71 business customers within the customer review, with more than 98 per cent of these offers to individuals accepted. In total, more than £100 million in compensation has been offered to victims of the HBOS Reading fraud prior to the publication of Sir Ross Cranston’s independent quality assurance review of the customer review, of which £94 million has so far been accepted, in addition to £9 million for ex-gratia payments and £6 million for the re-imbursements of legal fees. Sir Ross’s review was concluded on 10 December 2019 and made a number of recommendations, including a re-assessment of direct and consequential losses by an independent panel. The Group has committed to implementing Sir Ross’s recommendations in full. In addition, further ex gratia payments of £35,000 have been made to 200 individuals in recognition of the additional delay which will be caused whilst the Group takes further steps to implement Sir Ross’s recommendations. It is not possible to estimate at this stage what the financial impact will be.
HBOS Reading – FCA investigation
The FCA’s investigation into the events surrounding the discovery of misconduct within the Reading-based Impaired Assets team of HBOS has concluded. The Group has settled the matter with the FCA and paid a fine of £45.5 million, as per the FCA’s final notice dated 21 June 2019.
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INTERCHANGE FEES
With respect to multi-lateral interchange fees (MIFs), the Group is not involved in the ongoing litigation (as described below) which involves card schemes such as Visa and Mastercard. However, the Group is a member/licensee of Visa and Mastercard and other card schemes. The litigation in question is as follows:
– | litigation brought by retailers against both Visa and Mastercard continues in the English Courts (and includes appeals heard by the Supreme Court, judgment awaited); and |
– | litigation brought on behalf of UK consumers in the English Courts against Mastercard. |
Any impact on the Group of the litigation against Visa and Mastercard remains uncertain at this time. Insofar as Visa is required to pay damages to retailers for interchange fees set prior to June 2016, contractual arrangements to allocate liability have been agreed between various UK banks (including the Group) and Visa Inc, as part of Visa Inc’s acquisition of Visa Europe in 2016. These arrangements cap the maximum amount of liability to which the Group may be subject, and this cap is set at the cash consideration received by the Group for the sale of its stake in Visa Europe to Visa Inc in 2016.
LIBOR AND OTHER TRADING RATES
In July 2014, the Group announced that it had reached settlements totalling £217 million (at 30 June 2014 exchange rates) to resolve with UK and US federal authorities legacy issues regarding the manipulation several years ago of Group companies’ submissions to the British Bankers’ Association (BBA) London Interbank Offered Rate (LIBOR) and Sterling Repo Rate. The Swiss Competition Commission concluded its investigation against Lloyds Bank plc in June 2019. The Group continues to cooperate with various other government and regulatory authorities, including a number of US State Attorneys General, in conjunction with their investigations into submissions made by panel members to the bodies that set LIBOR and various other interbank offered rates.
Certain Group companies, together with other panel banks, have also been named as defendants in private lawsuits, including purported class action suits, in the US in connection with their roles as panel banks contributing to the setting of US Dollar, Japanese Yen and Sterling LIBOR and the Australian BBSW Reference Rate. Certain of the plaintiffs’ claims have been dismissed by the US Federal Court for Southern District of New York (subject to appeals).
Certain Group companies are also named as defendants in (i) UK based claims; and (ii) two Dutch class actions, raising LIBOR manipulation allegations. A number of the claims against the Group in relation to the alleged mis-sale of interest rate hedging products also include allegations of LIBOR manipulation.
It is currently not possible to predict the scope and ultimate outcome on the Group of the various outstanding regulatory investigations not encompassed by the settlements, any private lawsuits or any related challenges to the interpretation or validity of any of the Group’s contractual arrangements, including their timing and scale.
UK SHAREHOLDER LITIGATION
In August 2014, the Group and a number of former directors were named as defendants in a claim by a number of claimants who held shares in Lloyds TSB Group plc (LTSB) prior to the acquisition of HBOS plc, alleging breaches of duties in relation to information provided to shareholders in connection with the acquisition and the recapitalisation of LTSB. Judgment was delivered on 15 November 2019. The Group and former directors successfully defended the claims. The claimants have sought permission to appeal. It is currently not possible to determine the ultimate impact on the Group (if any).
TAX AUTHORITIES
The Group has an open matter in relation to a claim for group relief of losses incurred in its former Irish banking subsidiary, which ceased trading on 31 December 2010. In 2013 HMRC informed the Group that their interpretation of the UK rules which allow the offset of such losses denies the claim for group relief of losses. If HMRC’s position is found to be correct, management estimate that this would result in an increase in current tax liabilities of approximately £800 million (including interest) and a reduction in the Group’s deferred tax asset of approximately £250 million. The Group does not agree with HMRC’s position and, having taken appropriate advice, does not consider that this is a case where additional tax will ultimately fall due. There are a number of other open matters on which the Group is in discussion with HMRC (including the tax treatment of certain costs arising from the divestment of TSB Banking Group plc), none of which is expected to have a material impact on the financial position of the Group.
MORTGAGE ARREARS HANDLING ACTIVITIES – FCA INVESTIGATION
On 26 May 2016, the Group was informed that an enforcement team at the FCA had commenced an investigation in connection with the Group’s mortgage arrears handling activities. It is not currently possible to make a reliable assessment of any liability resulting from the investigation including any financial penalty.
CONTINGENT LIABILITIES RELATING TO OTHER LEGAL ACTIONS AND REGULATORY MATTERS
In addition, during the ordinary course of business the Group is subject to other complaints and threatened or actual legal proceedings (including class or group action claims) brought by or on behalf of current or former employees, customers, investors or other third parties, as well as legal and regulatory reviews, challenges, investigations and enforcement actions, both in the UK and overseas. All such material matters are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Group incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made, a provision is established to management’s best estimate of the amount required at the relevant balance sheet date. In some cases it will not be possible to form a view, for example because the facts are unclear or because further time is needed properly to assess the merits of the case, and no provisions are held in relation to such matters. In these circumstances, specific disclosure in relation to a contingent liability will be made where material. However the Group does not currently expect the final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.
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BUSINESS
COMPETITIVE ENVIRONMENT
The Group provides financial services to individual and business customers, predominantly in the UK but also overseas. The main business activities of the Group are retail and commercial banking and long-term savings, protection and investment.
MARKET DYNAMICS
The Group continues to operate in an increasingly competitive environment, driven by regulatory changes, shifting customer behaviours and increasing levels of innovation across the sector.
Across the Group’s traditional business lines, ring-fencing regulation has seen a number of competitors deploy excess liquidity to support asset growth within the UK, specifically within mortgages where customer rates have in the last few years hit record lows. While this is beneficial for customers, this has depressed margins across the UK banking sector and more recently has resulted in some smaller participants stepping back from the market.
Beyond this, digital-only providers have grown their share of the UK market within the past year. This growth has predominantly been driven by neo-banks that provide a more traditional customer offering alongside leading digital functionality and are able to target selected customer segments. This is supported by the emergence of marketplace models which enable these providers to collaborate with more specialist fintechs to provide a broader suite of products and financial services, both for personal and business banking customers.
In response, a number of traditional competitors have attempted to replicate the success of neo-banks by developing their own digital-only offerings, often under separate and newly created brand names. A number of international peers have also entered the UK market through digital only challengers, taking advantage of the supportive regulatory environment and increasing similarity in customer behaviours across multiple geographies.
Elsewhere, The Group has also started to see the first signs of large technology companies participating in financial services, often partnering with local incumbent banks across different geographies. While the scale of their future ambitions is uncertain at this stage, the power of their brand and large customer bases pose future disruption threats.
THE GROUP’S RESPONSE
The Group continues to respond effectively to the increasingly competitive environment, supported by its significant reach and proven track record of providing products and services that its customers value with this underpinned by significant investment capacity.
Across its core markets such as mortgages, the Group looked to prioritise value while maintaining share and supporting its purpose of Helping Britain Prosper. As marginal players have withdrawn from the market, the Group has more recently strengthened its position, including through the acquisition of Tesco Bank’s mortgage portfolio in September. Alongside this, the Group has also continued to invest in areas where it is under-represented, such as Insurance and Commercial Banking, in line with the commitments outlined at the start of this strategic plan.
In response to changes to the competitive environment from the ongoing shift in digital usage and new entrants, the Group’s multi-channel and multi-brand offering enables it to continue to effectively meet the varying needs of its diverse customer base. The Group’s digital channel is now its most prominent, with 75 per cent of products now originated digitally and we operates the largest digital bank in the UK with 16.4 million customers and 10.7 million mobile app customers, while its customer satisfaction scores remain strong.
In addition, the Group remains committed to retaining the largest branch network in the UK. This allows its customers to interact with the Group in whichever way they prefer, while also providing a human touch point for more complex financial needs. The Group’s network is also key to building and deepening its business banking relationships. The Group sees these as unique competitive advantages, and combined with its ongoing commitment to innovation, provide the Group with a strong platform to maintain relevance and deepen relationships with its customer base.
Link to principal risks
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Regulatory and legal |
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Conduct |
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Operational |
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People |
Link to strategic priorities
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Delivering a leading customer experience |
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Maximising Group capabilities |
For more information see “Risk Factors – Business and economic risks – The Group’s businesses are conducted in competitive environments, with increased competition scrutiny, and the Group’s financial performance depends upon management’s ability to respond effectively to competitive pressures and scrutiny.”
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The results discussed below are not necessarily indicative of Lloyds Banking Group’s results in future periods. The following information contains certain forward looking statements. For a discussion of certain cautionary statements relating to forward looking statements, see Forward looking statements.
The following discussion is based on and should be read in conjunction with the consolidated financial statements and the related notes thereto included elsewhere in this annual report. For a discussion of the accounting policies used in the preparation of the consolidated financial statements, see Accounting policies in note 2 to the financial statements.
TABLE OF CONTENTS
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OVERVIEW AND TREND INFORMATION
ECONOMY
Highlights
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Given our focus on UK customers, the Group’s prospects are closely linked to the fortunes of the UK economy. |
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On the assumption that the global economy remains broadly stable, we would expect the UK economy to grow in 2020 to 2022 at a pace slightly above that achieved in the past two years. |
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Our low risk business model and focus on efficiency positions us well irrespective of macro conditions. Nevertheless, if the economy was to be impacted significantly by crystallisation of either domestic or international risks, Group financial performance would be impacted. |
Overview
As a leading UK bank, our prospects are closely aligned to the outlook for the UK economy. Through 2019, the economy continued to show resilience to twin challenges from a slowing global economy and increasing domestic political uncertainty. Although growth of the UK economy has slowed to its weakest since the financial crisis a decade ago, and interest rates remain very low, unemployment has fallen further to a 44 year low and house prices have continued to grow. Barring any sudden shocks to business or consumer confidence, growth is expected to rise mildly in 2020, but international trade-protectionism, the current coronavirus outbreak in China, geo-political instability and the nature of the UK’s exit from the EU, all present risks to that outlook.
Market dynamics
During 2019, there have been divergent trends between UK businesses and households. For businesses, uncertainty for the domestic political and economic outlook translated into a second consecutive year of reduced investment spending and commercial real estate prices fell slightly. Low productivity growth remains a key challenge for the UK economy, however, the flip-side has been buoyant employment. Households continued to increase spending in 2019 as low unemployment boosted pay growth whilst softening global growth reduced inflation.
The UK housing market remained subdued through much of 2019, although falling mortgage rates and the election of a government with a strong Parliamentary majority appeared to be beginning to stimulate the market towards the end of the year. The level of housing transactions was broadly flat at around 20 per cent lower than the norm prior to 2008, with muted price growth.
The economic outlook appears to be improving. Nevertheless, in a long-term context growth is expected to remain subdued and interest rates low - core to that is the low rate of productivity growth, with the recent weakness of businesses’ investment spending suggesting a significant improvement is unlikely near-term. Uncertainty for some UK companies may persist in 2020 and drag on investment as the UK attempts to negotiate a comprehensive trade deal with the EU to a tight timescale. However, improved pay growth is likely to support households’ spending, and the likely fiscal stimulus is expected to provide some boost to the economy.
The fundamental drivers behind the subdued trends in the housing market are expected to remain in place - the high level of prices relative to incomes that constrains first-time-buyer demand, and expectations that interest rates could rise from their current low level.
There are, of course, significant risks to this outlook. The growth-cycle in both of the world’s largest economies - US and China - is in its mature stage, and the coronavirus outbreak and ongoing trade war could complicate the task of policymakers in guiding growth towards a stable and sustainable level. Conversely, high asset prices and corporate debt levels in some countries could be vulnerabilities if an improvement in global economic growth and a resulting rise in interest rates causes unexpected shifts in currencies or herd behaviour in financial markets as shareholders change their appetite between different types of investments. Domestically, the future trading relationship with the EU remains uncertain, as does businesses’ response to that uncertainty.
Barring sudden shocks stemming from these challenges, the UK economy is expected to grow through 2020 to 2022 at around 1.5 per cent, slightly above the 1.4 per cent average across the past two years. The unemployment rate is expected to rise only a little from its current 44 year low. The outlook for the bank rate is uncertain, but capacity constraints and a fiscal boost may support a moderate increase in interest rates. House prices are expected to continue to grow mildly.
This picture of subdued but broadly stable growth is likely to be reflected across our markets. Consumer credit growth has slowed significantly over the past couple of years after a prior period of strong growth, but we expect that the slowdown has now run its course.
Our response
Given our UK focus, the Group’s prospects are closely linked to the performance of the UK economy. Our low risk, stable business model and focus on efficiency positions us well to continue to support customers irrespective of macro conditions.
The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates.
The accounting policies that are deemed critical to the Group’s results and financial position, based upon materiality and significant judgements and estimates, are set out in note 3 to the financial statements.
FUTURE ACCOUNTING DEVELOPMENTS
Future developments in relation to the Group’s IFRS reporting are discussed in note 56 to the financial statements.
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RESULTS OF OPERATIONS – 2019 AND 2018
SUMMARY
2019
£m |
20181
£m |
|||||||
Net interest income | 10,180 | 13,396 | ||||||
Other income | 32,176 | 8,695 | ||||||
Total income | 42,356 | 22,091 | ||||||
Insurance claims | (23,997 | ) | (3,465 | ) | ||||
Total income, net of insurance claims | 18,359 | 18,626 | ||||||
Operating expenses | (12,670 | ) | (11,729 | ) | ||||
Trading surplus | 5,689 | 6,897 | ||||||
Impairment | (1,296 | ) | (937 | ) | ||||
Profit before tax | 4,393 | 5,960 | ||||||
Tax expense | (1,387 | ) | (1,454 | ) | ||||
Profit for the year | 3,006 | 4,506 | ||||||
Profit attributable to ordinary shareholders | 2,459 | 3,975 | ||||||
Profit attributable to other equity holders1 | 466 | 433 | ||||||
Profit attributable to equity holders | 2,925 | 4,408 | ||||||
Profit attributable to non-controlling interests | 81 | 98 | ||||||
Profit for the year | 3,006 | 4,506 |
1 | Restated to reflect amendments to IAS 12, see note 1 on page F-13. The impact on the year ended 31 December 2018 was an increase in profit for the year of £106 million and on the year ended 31 December 2017 was an increase in profit for the year of £102 million; there was no impact on profit before tax, total shareholder’s equity or on earnings per share in either year. |
During the year ended 31 December 2019, the Group recorded a profit before tax of £4,393 million, a decrease of £1,567 million, or 26 per cent, compared with a profit before tax in 2018 of £5,960 million.
Total income, net of insurance claims, decreased by £267 million, or 1 per cent, to £18,359 million in 2019 compared with £18,626 million in 2018, comprising a £2,949 million increase in other income, net of insurance claims, more than offset by a decrease of £3,216 million in net interest income.
Net interest income was £10,180 million in 2019; a decrease of £3,216 million, or 24 per cent compared to £13,396 million in 2018. There was a significant increase in the amounts payable to unit holders in Open-Ended Investment Companies (OEICs) included in the consolidated results of the Group to £1,822 million in 2019 from a credit of £844 million in 2018. This increase reflects positive market movements in the year, with both equity and debt investments generating significant gains over 2019 compared to negative returns during 2018. The change in population of consolidated OEICs in 2019 compared to 2018 did not have a significant impact. After adjusting for this, net interest income was £550 million, or 4 per cent lower. Average interest-earning assets increased by £14,782 million, or 3 per cent, to £595,003 million in 2019 compared to £580,221 million in 2018 as a result of increased holdings of reverse repurchase agreement balances; excluding these balances average interest-earning assets reduced as growth in targeted segments has been more than offset by lower balances in the closed mortgage book and the impact of the sale of the Irish mortgage portfolio in the first half of 2018. The net interest margin decreased, with the benefit of lower deposit costs, higher Retail current account balances and a benefit from aligning credit card terms, more than offset by continued pressure on asset margins, particularly in the mortgage market.
Other income, net of insurance claims, was £2,949 million, or 56 per cent, higher at £8,179 million in 2019 compared to £5,230 million in 2018. There were increased gains within trading income on policyholder assets in the insurance business, as a result of market performance over the year, particularly in equities, but this was offset by a higher level of insurance claims. Insurance claims expense was £20,532 million higher at £23,997 million in 2019 compared to £3,465 million in 2018. The insurance claims expense in respect of life and pensions business was £20,580 million higher at £23,710 million in 2019 compared to £3,130 million in 2018. Insurance claims in respect of general insurance business were £48 million or 14 per cent, lower at £287 million in 2019 compared to £335 million in 2018, reflecting the run off of closed books.
Fee and commission income was £92 million, or 3 per cent, lower at £2,756 million compared to £2,848 million in 2018 as a result of decreases in commercial and private banking and asset management fees, in part due to the transfer of business into the Group’s new wealth management joint venture. Fee and commission expense decreased by £36 million, or 3 per cent, to £1,350 million compared with £1,386 million in 2018. Insurance premium income was £385 million, or 4 per cent, higher at £9,574 million in 2019 compared with £9,189 million in 2018; there was an increase of £413 million in life insurance premiums only partly offset by a £28 million decrease in general insurance premiums. The increase in life insurance premiums reflects higher levels of bulk annuity deals and the impact of completion of the acquisition of the Zurich workplace pensions business. Other operating income was £988 million, or 51 per cent, higher at £2,908 million in 2019 compared to £1,920 million in 2018, due mainly to an improvement in the income from movement in value of in-force insurance business and the gain on establishment of the wealth management joint venture.
Operating expenses increased by £941 million, or 8 per cent to £12,670 million in 2019 compared with £11,729 million in 2018 reflecting an increase of £1,545 million in charges for redress payments to customers in respect of PPI and other conduct related matters from £1,350 million in 2018 to £2,895 million in 2019. Excluding these charges from both years, operating expenses were £604 million, or 6 per cent, lower at £9,775 million in 2019 compared to £10,379 million in 2018 as a decrease in restructuring costs was coupled with operating cost savings driven by increased efficiency from digitalisation and process improvements. Staff costs were £511 million, or 11 per cent, lower at £4,251 million in 2019 compared with £4,762 million in 2018; as a result of decreased pension charges and redundancy costs. Premises and equipment costs were £238 million lower at £491 million in 2019 compared with £729 million in 2018 following the implementation of IFRS 16. Other expenses were £110 million, or 4 per cent, lower at £2,373 million in 2019 compared with £2,483 million in 2018. Depreciation and amortisation costs were £255 million, or 11 per cent, higher at £2,660 million in 2019 compared to £2,405 million in 2018 due to the charge for depreciation of the right-of-use asset following implementation of IFRS 16.
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Impairment losses increased by £359 million, or 38 per cent, to £1,296 million in 2019 compared with £937 million in 2018. Impairment losses in respect of loans and advances to customers were £285 million, or 28 per cent, higher at £1,307 million in 2019 compared with £1,022 million in 2018; this increase is primarily driven by two material corporate cases in Commercial Banking, along with some weakening in used car prices.
In 2019, the Group recorded a tax expense of £1,387 million compared to a tax expense of £1,454 million in 2018. The effective tax rate was 31.6 per cent, compared to the standard UK corporation tax rate of 19.0 per cent. The higher rate was principally as a result of the increase in non-deductible conduct provision charges in relation to PPI, partially offset by the release of a deferred tax liability.
Total assets were £36,295 million, or 5 per cent, higher at £833,893 million at 31 December 2019 compared to £797,598 million at 31 December 2018. Loans and advances to customers increased in the year by £10,130 million to £494,988 million, compared to £484,858 million at 31 December 2018, as a result of a £14,117 million increase in holdings of reverse repurchase agreement balances, as part of a rebalancing of the Group’s liquid asset portfolio. Adjusting for this, loans and advances to customers were £3,987 million, or 1 per cent, lower at £440,388 million compared to £444,375 million at 31 December 2018; an increase of £3,694 million from the acquisition of the Tesco Bank mortgage portfolio and continued growth in targeted segments such as SME and motor finance was more than offset by reductions in the closed mortgage book and in Commercial Banking following a balance sheet optimisation initiative. Financial assets held at fair value through profit or loss increased by £1,660 million overall, holdings within the insurance business increased by £19,952 million as a result of positive market movements on policyholder assets and an increase of £7,350 million on completion of the acquisition of the Zurich workplace pensions and savings business. However, holdings in the banking business were £18,292 million lower as a result of the reduction in trading activities. Property, plant and equipment was £804 million, or 7 per cent, higher at £13,104 million compared to £12,300 million at 31 December 2018; an increase of £1,716 million as a result of the right-of-use asset recognised on transition to IFRS 16, and net additions in the year, have been partly offset by depreciation. Assets arising from reinsurance contracts held increased by £15,707 million, to £23,567 million, compared to £7,860 million at 31 December 2018, largely as a result of an increase of £13,616 million on completion of the acquisition of the Zurich UK workplace pensions and savings business.
Total liabilities were £38,688 million, or 5 per cent, higher at £786,087 million compared to £747,399 million at 31 December 2018. Customer deposits were £3,254 million, or 1 per cent, higher at £421,320 million at 31 December 2019 compared to £418,066 million at 31 December 2018 as a £7,712 million increase in repurchase agreement balances and growth in retail current account balances has been partly offset by lower levels of retail savings products and commercial deposits. Debt securities in issue were £6,521 million higher at £97,689 million at 31 December 2019 compared to £91,168 million at 31 December 2018 following new issuances to maintain funding levels. Insurance and investment contract liabilities have increased by £36,181 million, or 32 per cent, from £112,727 million at 31 December 2018 to £148,908 million at 31 December 2019 as a result of £20,981 million arising on acquisition of the Zurich workplace pensions and savings business together with the impact of new business inflows and policyholder investment gains. Financial liabilities at fair value through profit or loss were £9,061 million, or 30 per cent, lower at £21,486 million at 31 December 2019 compared to £30,547 million at 31 December 2018 following reductions in trading book repurchase agreements, in line with the lower levels of trading activity.
Total equity has decreased by £2,393 million, or 5 per cent, from £50,199 million at 31 December 2018 to £47,806 million at 31 December 2019 as a result of the effect of the defined benefit pension scheme revaluation and a reduction of £1,095 million as a result of the Group’s share buyback programme; retained profits were offset by dividends paid and distributions on other equity instruments.
The Group’s common equity tier 1 (CET1) capital ratio has reduced to 13.6 per cent (31 December 2018: 14.6 per cent), primarily driven by the Group’s share buyback programme, the interim dividend paid during the year and the accrual for the 2019 full year ordinary dividend and the defined benefit pension scheme remeasurements.
During 2019 the Prudential Regulation Authority (PRA) reduced the Group’s Pillar 2A CET1 requirement from 2.7 per cent to 2.6 per cent. Separately, the Financial Policy Committee of the Bank of England announced an increase in the Countercyclical Capital Buffer (CCYB) rate for the UK from 1.0 per cent to 2.0 per cent, effective from December 2020. During 2020 the PRA will consult on a proposed reduction in Pillar 2A total capital requirements by 50 per cent of this increase in the CCYB, equivalent to reducing the Pillar 2A CET1 requirement by 28 per cent of the increase. Taking into account the current and potential future changes to capital requirements, the Board’s view of the ongoing level of CET1 capital required by the Group to grow the business, meet regulatory requirements and cover uncertainties continues to be c.12.5 per cent plus a management buffer of c.1 per cent.
The total capital ratio reduced to 21.3 per cent compared to 22.9 per cent at 31 December 2018, primarily reflecting the reduction in common equity tier 1 capital and the net reduction in Additional Tier 1 securities, offset in part by the reduction in risk-weighted assets.
Risk-weighted assets reduced by £2,935 million, or 1 per cent, to £203,431 million, primarily reflecting the optimisation of the Commercial Banking portfolio, offset in part by mortgage model updates, the implementation of IFRS 16 and the acquisition of the Tesco UK prime residential mortgage portfolio.
The UK leverage ratio reduced to 5.1 per cent compared to 5.5 per cent at 31 December 2018, primarily reflecting the reduction in the fully loaded tier 1 capital position, offset in part by a reduction in the exposure measure.
The Group has recommended a final ordinary dividend of 2.25 pence per share (2018: 2.14 pence per share). This is in addition to the interim ordinary dividend of 1.12 pence per share (2018: 1.07 pence per share) that was paid in September 2019. The total ordinary dividend per share for 2019 of 3.37 pence per share has increased by 5 per cent, from 3.21 pence in 2018.
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NET INTEREST INCOME
2019 | 2018 | |||||||
Net interest income £m | 10,180 | 13,396 | ||||||
Average interest-earning assets £m | 595,003 | 580,221 | ||||||
Average rates: | ||||||||
Gross yield on interest-earning assets %1 | 2.83 | 2.82 | ||||||
Interest spread %2 | 1.52 | 2.22 | ||||||
Net interest margin %3 | 1.71 | 2.31 |
1 | Gross yield is the rate of interest earned on average interest-earning assets. |
2 | Interest spread is the difference between the rate of interest earned on average interest-earning assets and the rate of interest paid on average interest-bearing liabilities. |
3 | The net interest margin represents the interest spread together with the contribution of interest-free liabilities. It is calculated by expressing net interest income as a percentage of average interest-earning assets. |
Net interest income was £10,180 million in 2019, a decrease of £3,216 million, or 24 per cent, compared to £13,396 million in 2018. Net interest income in 2019 includes a charge of £1,822 million in respect of amounts attributable to third party investors in respect of its consolidated Open-Ended Investment Companies (OEICs), compared to a credit in 2018 of £844 million, as a result of favourable market movements during 2019; the change in population of consolidated OEICs in 2019 compared to 2018 did not have a significant impact. After adjusting for the amounts payable to unitholders, net interest income was £550 million, or 4 per cent, lower at £12,002 million in 2019 compared to £12,552 million in 2018.
Average interest-earning assets were £14,782 million, or 3 per cent, higher at £595,003 million in 2019 compared to £580,221 million in 2018, due to increased holdings of reverse repurchase agreement balances; excluding these and similar balances average interest-earning assets were stable, with the impact of the acquisition of the Tesco Bank mortgage portfolio and growth in targeted segments, in particular SME and UK Motor Finance, more than offset by lower balances in the closed mortgage book and the impact of the sale of the Irish mortgage portfolio in the first half of 2018. Average interest-earning assets in Retail were £690 million, lower at £341,638 million in 2019 compared to £342,328 million in 2018 and average relationship lending and similar interest-earning assets in Commercial Banking were £985 million, or 1 per cent, higher at £92,215 million in 2019 compared to £91,230 million in 2018, as the balance sheet reductions took place towards the end of the year. Average interest-earning assets across the rest of the Group were £14,487 million, or 10 per cent, higher at £161,150 million in 2019 compared to £146,663 million in 2018, reflecting an increase in average reverse repurchase agreement balances.
The net interest margin was 60 basis points lower at 1.71 per cent in 2019 compared to 2.31 per cent in 2018. Adjusting net interest income for the amounts allocated to unitholders in Open-Ended Investment Companies, the net interest margin was 14 basis points lower at 2.02 per cent in 2019 compared to 2.16 per cent in 2018, with the benefit of lower deposit costs, higher Retail current account balances and a benefit from aligning credit card terms, more than offset by continued pressure on asset margins, particularly in the mortgage market.
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OTHER INCOME
2019
£m |
2018
£m |
|||||||
Fee and commission income: | ||||||||
Current account fees | 659 | 650 | ||||||
Credit and debit card fees | 982 | 993 | ||||||
Commercial banking fees | 248 | 305 | ||||||
Unit trust and insurance broking | 206 | 221 | ||||||
Private banking and asset management | 69 | 97 | ||||||
Factoring | 103 | 83 | ||||||
Other fees and commissions | 489 | 499 | ||||||
2,756 | 2,848 | |||||||
Fee and commission expense | (1,350 | ) | (1,386 | ) | ||||
Net fee and commission income | 1,406 | 1,462 | ||||||
Net trading income | 18,288 | (3,876 | ) | |||||
Insurance premium income | 9,574 | 9,189 | ||||||
Gains on sale of financial assets at fair value through other comprehensive income | 196 | 275 | ||||||
Gain related to establishment of joint venture | 244 | – | ||||||
Other | 2,468 | 1,645 | ||||||
Other operating income | 2,908 | 1,920 | ||||||
Total other income | 32,176 | 8,695 |
Other income was £23,481 million higher at £32,176 million in 2019 compared to £8,695 million in 2018.
Fee and commission income was £92 million, or 3 per cent, lower at £2,756 million in 2019 compared with £2,848 million in 2018. Current account fees were £9 million, or 1 per cent, higher at £659 million in 2019 compared to £650 million in 2018, but there was a decrease of £11 million, or 1 per cent, in credit and debit card fees from £993 million in 2018 to £982 million in 2019 following a restructuring of late charge fees. Commercial banking fees were £57 million, or 19 per cent, lower at £248 million in 2019 compared to £305 million in 2018 as a result of reductions in lending as part of a balance sheet optimisation initiative. Private banking and asset management fees were £28 million, or 29 per cent, lower at £69 million in 2019 compared to £97 million in 2018 following the transfer of business into the Group’s new wealth management joint venture; and other fees and commissions receivable were £10 million, or 2 per cent, lower at £489 million in 2019 compared to £499 million in 2018.
Fee and commission expense was £36 million, or 3 per cent, lower at £1,350 million in 2019 compared to £1,386 million in 2018; lower interchange fees followed reduced customer usage of ATMs and there were reductions in value-added account package costs and other fees payable.
Net trading income was £22,164 million, higher at £18,288 million in 2019 compared with a loss of £3,876 million in 2018. Net trading income within the insurance businesses was £22,303 million, higher at of £17,273 million in 2019 compared to a loss of £5,030 million in 2018, which reflected strong investment performance in 2019 compared to market losses in 2018 on both debt security and equity investments. Net trading income within the Group’s banking activities was £139 million, or 12 per cent, lower at £1,015 million in 2019 compared to £1,154 million in 2018; the Group’s trading activities have reduced.
Insurance premium income was £9,574 million in 2019 compared with £9,189 million in 2018; an increase of £385 million, or 4 per cent. Earned premiums in respect of the Group’s long-term life and pensions business were £413 million, or 5 per cent, higher at £8,932 million in 2019 compared to £8,519 million in 2018 reflecting an increased level of bulk annuity deals in 2019 and the impact of the completion of the acquisition of Zurich Insurance Group’s UK workplace pensions and savings business. General insurance earned premiums were £28 million, or 4 per cent, lower at £642 million in 2019 compared with £670 million in 2018 as a result of reduced new business and the continued run-off of closed books.
Other operating income was £988 million, or 51 per cent, higher at £2,908 million in 2019 compared to £1,920 million in 2018. There was an improvement of £880 million in the movement in value of in-force business as a result of improved market conditions as well as the favourable impact of assumption changes. In 2019 the Group also realised a gain of £244 million from transactions relating to the establishment of the Schroders Personal Wealth joint venture.
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OPERATING EXPENSES
2019
£m |
2018
£m |
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Administrative expenses: | ||||||||
Staff: | ||||||||
Salaries | 2,539 | 2,482 | ||||||
Performance-based compensation | 380 | 509 | ||||||
Social security costs | 325 | 343 | ||||||
Pensions and other post-retirement benefit schemes | 532 | 705 | ||||||
Restructuring costs | 92 | 249 | ||||||
Other staff costs | 383 | 474 | ||||||
4,251 | 4,762 | |||||||
Premises and equipment: | ||||||||
Rent and rates | 93 | 370 | ||||||
Repairs and maintenance | 187 | 190 | ||||||
Other | 211 | 169 | ||||||
491 | 729 | |||||||
Other expenses: | ||||||||
Communications and data processing | 1,038 | 1,121 | ||||||
Advertising and promotion | 170 | 197 | ||||||
Professional fees | 226 | 287 | ||||||
UK bank levy | 224 | 225 | ||||||
Other | 715 | 653 | ||||||
2,373 | 2,483 | |||||||
Depreciation and amortisation: | ||||||||
Depreciation of tangible fixed assets | 2,064 | 1,852 | ||||||
Amortisation of acquired value of in-force non-participating investment contracts | 30 | 40 | ||||||
Amortisation of other intangible assets | 566 | 513 | ||||||
2,660 | 2,405 | |||||||
Total operating expenses, excluding regulatory provisions | 9,775 | 10,379 | ||||||
Regulatory provisions: | ||||||||
Payment protection insurance provision | 2,450 | 750 | ||||||
Other regulatory provisions | 445 | 600 | ||||||
2,895 | 1,350 | |||||||
Total operating expenses | 12,670 | 11,729 | ||||||
Cost:income ratio (%)1 | 69.0 | 63.0 |
1 | Total operating expenses divided by total income, net of insurance claims. |
Operating expenses increased by £941 million, or 8 per cent, to £12,670 million in 2019 compared with £11,729 million in 2018 due to an increase in the charge for conduct related matters.
Staff costs were £511 million, or 11 per cent, lower in 2019 at £4,251 million compared to £4,762 million in 2018. On a full-time equivalent basis, the Group had 63,069 employees at the end of 2019, a reduction of 1,859 from 64,928 employees at 31 December 2018. Salaries were £57 million, or 2 per cent, higher at £2,539 million in 2019 compared with £2,482 million in 2018 as the benefit of the reduction in staff numbers has been more than offset by the effect of annual pay rises and the acquisition of the Zurich work place pensions business. Pension costs were £173 million, or 25 per cent, lower at £532 million in 2019 compared to £705 million in 2018, in part due to the inclusion in 2018 of a past service charge of £108 million following legal clarification of requirements regarding Guaranteed Minimum Pension benefits, compared to a charge of £33 million in 2019. Social security costs were £18 million, or 5 per cent, lower at £325 million in 2019 compared with £343 million in 2018. Restructuring costs were £157 million lower at £92 million in 2019 compared to £249 million in 2018, reflecting a significant reduction in charges in relation to the Group’s strategic investment plans, and other staff costs were £91 million, or 19 per cent, lower at £383 million in 2019 compared with £474 million in 2018.
Premises and equipment costs were £238 million, or 33 per cent, lower at £491 million in 2019 compared to £729 million in 2018 following the implementation of IFRS 16, as a result of which rent and rates were £277 million lower at £93 million in 2019 compared to £370 million in 2018; repairs and maintenance costs were £3 million, or 2 per cent, lower at £187 million in 2019 compared to £190 million in 2018 and other premises and equipment costs increased by £42 million, or 25 per cent, from £169 million in 2018 to £211 million in 2019 reflecting a lower level of gains on disposal of premises and other fixed assets.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Other expenses, excluding the regulatory provisions charges, were £110 million, or 4 per cent, lower at £2,373 million in 2019 compared with £2,483 million in 2018. Communications and data processing costs were £83 million, or 7 per cent, lower at £1,038 million in 2019 compared with £1,121 million in 2018 as a result of the renegotiation of contracts and costs in 2018 relating to ring-fencing and the integration of MBNA. Professional fees were £61 million, or 21 per cent, lower at £226 million in 2019 compared to £287 million in 2018, as a result of the expenditure incurred in 2018 on ring-fencing and other projects, and advertising and promotion costs were £27 million, or 14 per cent, lower at £170 million in 2019 compared with £197 million in 2018, again due to ring-fencing related expenditure in 2018. Other costs were £62 million, or 9 per cent, higher at £715 million in 2019 compared with £653 million in 2018.
Depreciation and amortisation costs were £255 million, or 11 per cent, higher at £2,660 million in 2019 compared with £2,405 million in 2018, as a result of the implementation of IFRS 16; charges for the depreciation of tangible fixed assets were £212 million, or 11 per cent, higher at £2,064 million in 2019 compared to £1,852 million in 2018, due to a charge of £216 million on the right-of-use asset. The charge for the amortisation of intangible assets was £53 million, or 10 per cent, higher at £566 million in 2019 compared to £513 million in 2018, reflecting the impact of increased levels of software capitalisation.
The Group incurred a regulatory provisions charge in operating expenses of £2,895 million in 2019 compared to £1,350 million in 2018 of which £2,450 million related to payment protection insurance; this charge was largely due to the significant increase in PPI information requests (PIRs) leading up to the deadline for submission of claims on 29 August 2019, and also reflects costs relating to complaints received from the Official Receiver as well as administration costs. An initial review of around 60 per cent of the five million PIRs received in the run-up to the PPI deadline has been undertaken, with the conversion rate remaining low, and consistent with the provision assumption of around 10 per cent. The Group has also reached final agreement with the Official Receiver. The unutilised provision at 31 December 2019 was £1,578 million. The charge in relation to other conduct issues was £445 million in 2019, compared to £600 million in 2018; this charge included £188 million (2018: £151 million) in respect of arrears handling activities.
IMPAIRMENT
2019
£m |
2018
£m |
|||||||
Impairment losses on financial assets carried at amortised cost | ||||||||
Loans and advances to banks | – | 1 | ||||||
Loans and advances to customers | 1,307 | 1,022 | ||||||
Debt securities | – | – | ||||||
Other assets | 5 | 1 | ||||||
Total impairment losses on financial assets carried at amortised cost | 1,312 | 1,024 | ||||||
Impairment of financial assets carried at fair value through other comprehensive income | (1 | ) | (14 | ) | ||||
Loan commitments and financial guarantees | (15 | ) | (73 | ) | ||||
Total impairment charged to the income statement | 1,296 | 937 |
Impairment losses increased by £359 million, or 38 per cent, to £1,296 million in 2019 compared to £937 million in 2018. Credit quality remains strong; the increased impairment charge was primarily driven by two material corporate cases in Commercial Banking, along with some weakening in used car prices.
The impairment charge in respect of loans and advances to customers was £285 million, or 28 per cent, higher at £1,307 million in 2019 compared to £1,022 million in 2018. In Retail, impairment charges increased as a result of some weakening in used car prices, methodology refinements and lower cash recoveries following prior year debt sales. In Commercial Banking, the increased charge was driven by the two material corporate impairments.
22 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
TAXATION
2019
£m |
20181
£m |
|||||||
UK corporation tax: | ||||||||
Current tax on profits for the year | (1,389 | ) | (1,280 | ) | ||||
Adjustments in respect of prior years | 96 | 11 | ||||||
(1,293 | ) | (1,269 | ) | |||||
Foreign tax: | ||||||||
Current tax on profits for the year | (70 | ) | (34 | ) | ||||
Adjustments in respect of prior years | 2 | 5 | ||||||
(68 | ) | (29 | ) | |||||
Current tax charge | (1,361 | ) | (1,298 | ) | ||||
Deferred tax | (26 | ) | (156 | ) | ||||
Tax expense | (1,387 | ) | (1,454 | ) |
1 | Restated to reflect amendments to IAS 12, see note 1 on page F-13. |
In 2019, a tax expense of £1,387 million arose on the profit before tax of £4,393 million and in 2018 a tax expense of £1,454 million arose on the profit before tax of £5,960 million.
The tax expense for 2019 represents an effective tax rate of 31.6 per cent compared to 24.4 per cent in 2018 and compared to a statutory corporation tax rate of 19.0 per cent in both 2018 and 2019. The increase in effective tax rate compared to 2018 was largely due to the increase in non-deductible conduct provision charges in relation to PPI, partially offset by the benefit of a prior year deferred tax adjustment.
23 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The requirements for IFRS segmental reporting are set out in IFRS 8, Operating Segments which mandates that an entity’s segmental reporting should reflect the way in which its operations are viewed and judged by its chief operating decision maker. As a consequence, the Group’s statutory segmental reporting follows the underlying basis as explained below (see also note 4 to the financial statements).
The Group Executive Committee, which is the chief operating decision maker for the Group, 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. The segments are differentiated by the type of products provided and by whether the customers are individuals or corporate entities and the performance assessment includes a consideration of each segment’s net interest revenue; consequently the total interest income and expense for all reportable segments is presented on a net basis. The internal reporting is on an underlying profit before tax basis. The Group Executive Committee believes that this basis better represents the underlying performance of the Group. IFRS 8 requires that the Group presents its segmental profit before tax on the basis reviewed by the chief operating decision maker that is most consistent with the measurement principles used in measuring the Group’s statutory profit before tax. Accordingly, the Group presents its segmental underlying basis profit before tax in note 4 to the financial statements.
The aggregate total of the underlying basis segmental results constitutes a non-GAAP measure as defined in the United States Securities and Exchange Commission’s Regulation G. Management uses aggregate underlying profit before tax, 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 before tax. The table below sets out the reconciliation of this non-GAAP measure to its comparable GAAP measure.
The Group’s activities are organised into three financial reporting segments: Retail; Commercial Banking; and Insurance and Wealth.
During 2019, the Group transferred Cardnet, its card payment acceptance service, from Retail into Commercial Banking and also transferred certain equity business from Commercial Banking into Central items. Comparatives have been restated accordingly.
Comparisons of results on a historical consolidated statutory basis are impacted by a number of items. In order to provide more meaningful and relevant comparatives, the results of the Group and divisions are presented on an ‘underlying’ basis. The following items are excluded in arriving at underlying profit:
– | restructuring, including severance-related costs, the costs of implementing regulatory reform including ring-fencing, the rationalisation of the non-branch property portfolio, the establishment of the Schroders strategic partnership, the integration of MBNA and Zurich’s UK workplace pensions and savings business; | |
– | market volatility and other items, which includes the effects of certain asset sales, the volatility relating to the Group’s own debt and hedging arrangements and that arising in the insurance businesses and insurance gross up, the unwind of acquisition-related fair value adjustments and the amortisation of purchased intangible assets; and | |
– | payment protection insurance provisions. |
The results of the businesses are set out below on the underlying basis:
2019
£m |
20181
£m |
|||||||
Retail | 3,839 | 4,211 | ||||||
Commercial Banking | 1,777 | 2,183 | ||||||
Insurance and Wealth | 1,101 | 927 | ||||||
Other | 814 | 745 | ||||||
Underlying profit before tax | 7,531 | 8,066 |
1 | Segmental analysis restated, as explained above. |
24 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Reconciliation of statutory profit to underlying profit before tax for the year
Note |
2019
£m |
2018
£m |
||||||||||
Statutory profit before tax | 4,393 | 5,960 | ||||||||||
Market volatility and asset sales | 1 | (126 | ) | 50 | ||||||||
Amortisation of purchased intangibles | 2 | 68 | 108 | |||||||||
Restructuring costs | 3 | 471 | 879 | |||||||||
Fair value unwind and other items | 4 | 275 | 319 | |||||||||
Payment protection insurance provision | 5 | 2,450 | 750 | |||||||||
Underlying profit before tax | 7,531 | 8,066 |
1. | Market volatility and asset sales |
Market volatility and asset sales of £126 million included adverse movements in banking volatility and a gain on establishment of the Schroders Personal Wealth joint venture as well as the one-off charge for exiting the Standard Life Aberdeen investment management agreement. Also included was positive insurance and policyholder interests volatility, which is a deduction from statutory profit before tax in the reconciliation above, totalling £76 million compared to negative volatility of £103 million in 2018.
This insurance and policyholder interests volatility comprises the following:
2019
£m |
2018
£m |
|||||||
Insurance volatility | 230 | (506 | ) | |||||
Policyholder interests volatility | 193 | 46 | ||||||
Insurance hedging arrangements | (347 | ) | 357 | |||||
Total | 76 | (103 | ) |
Management believes that excluding volatility from underlying profit before tax provides useful information for investors on the performance of the business as it excludes amounts included within profit before tax which do not accrue to the Group’s equity holders and excludes the impact of changes in market variables which are beyond the control of management.
The most significant limitations associated with excluding volatility from the underlying basis results are:
(i) | Insurance volatility requires an assumption to be made for the normalised return on equities and other investments; and |
(ii) | Insurance volatility impacts on the Group’s regulatory capital position, even though it is not included within underlying profit before tax. |
Management compensates for the limitations above by:
(i) | Monitoring closely the assumptions used to calculate the normalised return used within the calculation of insurance volatility; these assumptions are disclosed below; and |
(ii) | Producing separate reports on the Group’s current and forecast capital ratios. |
Insurance volatility
The Group’s insurance business has policyholder liabilities that are supported by substantial holdings of investments. IFRS requires that the changes in both the value of the liabilities and investments are reflected within the income statement. The value of the liabilities does not move exactly in line with changes in the value of the investments. As the investments are substantial, movements in their value can have a significant impact on the profitability of the Group. Management believes that it is appropriate to disclose the division’s results on the basis of an expected return in addition to results based on the actual return. The impact of the actual return on these investments differing from the expected return is included within insurance volatility.
The expected gross investment returns used to determine the underlying profit of the business are based on prevailing market rates and published research into historical investment return differentials for the range of assets held. The basis for calculating these expected returns reflects an average of the 15 year swap rate over the preceding 12 months updated throughout the year to reflect changing market conditions. The volatility movements in the period were largely driven by insurance volatility arising from equity market movements and credit spreads. The capital impact of equity market movements is hedged within Insurance and this also reduces the IFRS earnings exposure.
Policyholder interests volatility
The application of accounting standards results in the introduction of other sources of significant volatility into the pre-tax profits of the life, pensions and investments business. In order to provide a clearer representation of the performance of the business, and consistent with the way in which it is managed, adjustments are made to remove this volatility from underlying profits. The effect of these adjustments is separately disclosed as policyholder interests volatility.
Accounting standards require that tax on policyholder investment returns relating to life products should be included in the Group’s tax charge rather than being offset against the related income. The result is, therefore, to either increase or decrease profit before tax with a related change in the tax charge. Timing and measurement differences exist between provisions for tax and charges made to policyholders. Consistent with the expected approach taken in respect of insurance volatility, differences in the expected levels of the policyholder tax provision and policyholder charges are adjusted through policyholder interests volatility. In 2019, the statutory results before tax included a credit to other income which relates to policyholder interests volatility totalling £193 million reflecting movements in equity, bond and gilt returns relating to life products.
25 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Insurance hedging arrangements
The Group actively manages its exposures to interest rate, foreign currency exchange rate, inflation and market movements within the banking book through a comprehensive hedging strategy. This helps to mitigate earnings volatility and reduces the impact of market movements on the capital position.
2. | Amortisation of purchased intangibles |
The Group incurred a charge for the amortisation of intangible assets, principally those recognised on the acquisition of HBOS, of £68 million (2018: £108 million).
3. | Restructuring costs |
Restructuring costs were £471 million (2018: £879 million) and included severance costs relating to the Group’s strategic investment plans as well as the costs of the integration of MBNA and Zurich’s UK workplace pensions and savings business and the establishment of the Schroders Personal Wealth Joint venture.
4. | Fair value unwind and other items |
The statutory results include the impact of the acquisition-related fair value adjustments, arising from the acquisition of HBOS and MBNA. In 2019 the principal financial effect of the fair value unwind is to reflect the effective interest rates applicable at the date of acquisition, on liabilities that were acquired at values that differed from their original book value.
5. | Payment protection insurance (PPI) provision |
The PPI charge of £2,450 million was largely due to the significant increase in PPI information requests (PIRs) leading up to the deadline for submission of claims on 29 August 2019, and also reflects costs relating to complaints received from the Official Receiver as well as administration costs. An initial review of around 60 per cent of the five million PIRs received in the run-up to the PPI deadline has been undertaken, with the conversion rate remaining low, and consistent with the provision assumption of around 10 per cent. The Group has also reached final agreement with the Official Receiver. The unutilised provision at 31 December 2019 was £1,578 million.
26 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
RETAIL
Retail offers a broad range of financial service products to personal and business banking customers, including current accounts, savings, mortgages, credit cards, unsecured loans, motor finance and leasing solutions. Its aim is to be the best bank for customers in the UK, by building deep and enduring relationships that deliver value, and by providing them with choice and flexibility, with propositions increasingly personalised to their needs. Retail operates a multi-brand and multi-channel strategy. It continues to simplify its business and provide more transparent products, helping to improve service levels and reduce conduct risks, whilst working within a prudent risk appetite.
2019
£m |
20181
£m |
|||||||
Net interest income | 8,807 | 9,060 | ||||||
Other income | 2,014 | 2,097 | ||||||
Total income | 10,821 | 11,157 | ||||||
Operating lease depreciation | (946 | ) | (921 | ) | ||||
Net income | 9,875 | 10,236 | ||||||
Operating costs | (4,760 | ) | (4,897 | ) | ||||
Remediation | (238 | ) | (267 | ) | ||||
Total costs | (4,998 | ) | (5,164 | ) | ||||
Impairment | (1,038 | ) | (861 | ) | ||||
Underlying profit | 3,839 | 4,211 |
1 | Restated, as explained on page F-25. |
Underlying profit reduced by £372 million, or 9 per cent, to £3,839 million in 2019 compared to £4,211 million in 2018.
Net interest income reduced by £253 million, or 3 per cent, to £8,807 million in 2019 compared to £9,060 million in 2018, reflecting continued pressure on mortgage margins, partly offset by lower funding costs and a benefit from aligning credit card terms.
Other income decreased £83 million, or 4 per cent, to £2,014 million in 2019 compared to £2,097 million in 2018, reflecting a lower Lex Fleet size.
Operating lease depreciation increased £25 million, or 3 per cent, to £946 million in 2019 compared to £921 million in 2018, reflecting some weakening in used car prices through the first three quarters of 2019, partly offset by lower Lex fleet size.
Operating expenses reduced by £137 million, or 3 per cent, to £4,760 million in 2019 compared to £4,897 million in 2018 as increased investment in the business was more than offset by efficiency savings.
Remediation costs decreased by £29 million, or 11 per cent to £238 million in 2019 compared to £267 million in 2018.
Impairment increased by £177 million, or 21 per cent, to £1,038 million in 2019 compared to £861 million in 2018, as a result of some weakening in used car prices, methodology refinements and lower cash recoveries following prior year debt sales, while underlying drivers remain strong, particularly in the mortgage book.
27 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
COMMERCIAL BANKING
Commercial Banking has a client-led, low risk, capital efficient strategy, committed to supporting UK-based clients and international clients with a link to the UK. Through its segmented client coverage model it provides clients with a range of products and services such as lending, transactional banking, working capital management, risk management and debt capital markets services. Continued investment in capabilities and digital propositions enables the delivery of a leading customer experience, supported by increasingly productive relationship managers, with more time spent on value-adding activities.
2019
£m |
20181
£m |
|||||||
Net interest income | 2,918 | 3,013 | ||||||
Other income | 1,422 | 1,670 | ||||||
Total income | 4,340 | 4,683 | ||||||
Operating lease depreciation | (21 | ) | (35 | ) | ||||
Net income | 4,319 | 4,648 | ||||||
Operating costs | (2,081 | ) | (2,191 | ) | ||||
Remediation | (155 | ) | (203 | ) | ||||
Total costs | (2,236 | ) | (2,394 | ) | ||||
Impairment | (306 | ) | (71 | ) | ||||
Underlying profit | 1,777 | 2,183 |
1 | Restated, as explained on page F-25. |
Commercial Banking underlying profit decreased by £406 million, or 19 percent to £1,777 million in 2019 compared to £2,183 million in 2018 reflecting lower income and higher impairments partially offset by lower expenses.
Net interest income decreased by £95 million, or 3 per cent, to £2,918 million in 2019 compared to £3,013 million in 2018 reflecting asset margin pressure.
Other income decreased by £248 million to £1,422 million in 2019 compared to £1,670 million in 2018 reflecting challenging market conditions leading to lower levels of client activity, particularly in markets.
Operating costs decreased by £110 million to £2,081 million in 2019 compared to £2,191 million in 2018 reflecting efficiency savings and despite increased investment.
Remediation costs decreased by £48 million to £155 million in 2019 compared to £203 million in 2018.
Impairments increased by £235 million, to £306 million charge in 2019 compared to £71 million in 2018 with the increase driven by two individual corporate cases.
28 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
INSURANCE AND WEALTH
Insurance and Wealth offers insurance, investment and wealth management products and services. It supports over 10 million customers with assets under administration of £170 billion and annualised annuity payments in retirement of over £1 billion. The Group continues to invest significantly in the development of the business, with the aims of capturing considerable opportunities in pensions and financial planning, offering customers a single home for their banking and insurance needs and driving growth across intermediary and relationship channels through a strong distribution model.
2019
£m |
2018
£m |
|||||||
Net interest income | 112 | 123 | ||||||
Other income | 2,021 | 1,865 | ||||||
Total income | 2,133 | 1,988 | ||||||
Operating costs | (982 | ) | (1,021 | ) | ||||
Remediation | (50 | ) | (39 | ) | ||||
Total costs | (1,032 | ) | (1,060 | ) | ||||
Impairment | – | (1 | ) | |||||
Underlying profit | 1,101 | 927 |
Underlying profit from Insurance and Wealth was £174 million, or 19 per cent higher at £1,101 million compared to £927 million in 2018 as a result of an increase of £145 million in total income and a £39 million decrease in operating costs, partly offset by an increase in remediation costs.
Net interest income decreased by £11 million, or 9 per cent, to £112 million from £123 million in 2018.
Other income increased by £156 million, or 8 per cent to £2,021 million from £1,865 million in 2018. Life and pensions new business income was up 19 per cent to £628 million. Higher experience and other items includes a one-off benefit from the change in investment management provider. General insurance income net of claims increased, benefitting from benign weather in 2019.
Operating costs were £39 million lower with cost savings offsetting higher investment in the business.
Remediation increased by £11 million, or 27 per cent, to £50 million from £39 million.
INCOME BY PRODUCT GROUP
2019 | 2018 | |||||||||||||||||||||||
New
business income £m |
Existing
business income £m |
Total
income £m |
New
business income £m |
Existing
business income £m |
Total
income £m |
|||||||||||||||||||
Workplace, planning and retirement | 387 | 120 | 507 | 333 | 153 | 486 | ||||||||||||||||||
Individual and bulk annuities | 209 | 68 | 277 | 160 | 84 | 244 | ||||||||||||||||||
Protection | 21 | 24 | 45 | 20 | 22 | 42 | ||||||||||||||||||
Longstanding life, pensions and investments | 11 | 384 | 395 | 13 | 414 | 427 | ||||||||||||||||||
628 | 596 | 1,224 | 526 | 673 | 1,199 | |||||||||||||||||||
Life and pensions experience and other items | 255 | 143 | ||||||||||||||||||||||
General Insurance | 326 | 272 | ||||||||||||||||||||||
1,805 | 1,614 | |||||||||||||||||||||||
Wealth | 328 | 374 | ||||||||||||||||||||||
Total income | 2,133 | 1,988 |
New business income has increased by £102 million to £628 million, driven by increases in new members in existing workplace schemes, increased auto enrolment workplace contributions and bulk annuities.
Existing business income has decreased by £77 million from £673 million, due to the equity hedging strategy to reduce capital and earnings volatility.
Experience and other items contributed a net benefit of £255 million. This was £112 million higher than 2018 and includes a one-off benefit from the change in investment management provider.
29 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
OTHER
Other comprises Central items which include income and expenditure not attributed to divisions, including the costs of certain central and head office functions and the Group’s private equity business, Lloyds Development Capital.
2019
£m |
20181
£m |
|||||||
Total income | 815 | 896 | ||||||
Operating costs | (52 | ) | (56 | ) | ||||
Remediation | (2 | ) | (91 | ) | ||||
Total costs | (54 | ) | (147 | ) | ||||
Impairment release (charge) | 53 | (4 | ) | |||||
Underlying profit | 814 | 745 |
1 | Restated, as explained on page F-25. |
Profit before tax was £69 million, or 9 per cent, higher at £814 million in 2019 compared to £745 million in 2018.
Total income, which includes the central recovery of the Group’s distributions on other equity instruments and gains on the sale of gilts and other liquid assets, reduced by £81 million, or 9 per cent to £815 million compared to £896 million in 2018.
Total costs were £93 million lower at £54 million in 2019 compared to £147 million in 2018 reflecting a £89 million reduction in the remediation charge from £91 million in 2018 to £2 million in 2019.
There was an impairment release of £53 million compared to a small charge of £4 million in 2018; the credit in 2019 included releases relating to the reassessment of credit risk associated with debt instruments held within the Group’s equity investments business.
RESULTS OF OPERATIONS – 2017
The Group’s results for the year ended 31 December 2017, and a discussion of the results for the year ended 31 December 2018 compared to those for the year ended 31 December 2017 (prior to the restatement described in the footnote to the table on page 17), were included in the 2018 Form 20-F, filed on 25 February 2019.
30 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
AVERAGE BALANCE SHEET AND NET INTEREST INCOME
2019 | 2018 | 2017 | ||||||||||||||||||||||||||||||||||
Average
balance £m |
Interest
income £m |
Yield
% |
Average
balance £m |
Interest
income £m |
Yield
% |
Average
balance £m |
Interest
income £m |
Yield
% |
||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Financial assets at amortised cost: | ||||||||||||||||||||||||||||||||||||
Loans and advances to banks | 65,504 | 514 | 0.78 | 67,609 | 565 | 0.84 | 67,049 | 271 | 0.40 | |||||||||||||||||||||||||||
Loans and advances to customers | 497,574 | 15,790 | 3.17 | 476,149 | 15,078 | 3.17 | 464,944 | 14,712 | 3.16 | |||||||||||||||||||||||||||
Debt securities | 5,464 | 122 | 2.23 | 4,129 | 66 | 1.60 | 3,332 | 43 | 1.29 | |||||||||||||||||||||||||||
Held-to-maturity investments | – | – | – | |||||||||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income | 26,461 | 435 | 1.64 | 32,334 | 640 | 1.98 | ||||||||||||||||||||||||||||||
Available-for-sale financial assets | 50,049 | 980 | 1.96 | |||||||||||||||||||||||||||||||||
Total interest-earning assets of banking book | 595,003 | 16,861 | 2.83 | 580,221 | 16,349 | 2.82 | 585,374 | 16,006 | 2.73 | |||||||||||||||||||||||||||
Total interest-earning financial assets at fair value through profit or loss | 72,457 | 1,637 | 2.26 | 83,887 | 1,758 | 2.10 | 79,754 | 1,772 | 2.22 | |||||||||||||||||||||||||||
Total interest-earning assets | 667,460 | 18,498 | 2.77 | 664,108 | 18,107 | 2.73 | 665,128 | 17,778 | 2.67 | |||||||||||||||||||||||||||
Allowance for impairment losses on financial assets held at amortised cost | (3,468 | ) | – | (3,074 | ) | (2,161 | ) | |||||||||||||||||||||||||||||
Non-interest earning assets | 167,480 | – | 157,026 | 155,853 | ||||||||||||||||||||||||||||||||
Total average assets and interest income | 831,472 | 18,498 | 2.22 | 818,060 | 18,107 | 2.21 | 818,820 | 17,778 | 2.17 | |||||||||||||||||||||||||||
2019 | 2018 | 2017 | ||||||||||||||||||||||||||||||||||
Average
interest earning assets £m |
Net
interest income £m |
Net
interest margin % |
Average
interest earning assets £m |
Net
interest income £m |
Net
interest margin % |
Average
interest earning assets £m |
Net
interest income £m |
Net
interest margin % |
||||||||||||||||||||||||||||
Average interest-earning assets and net interest income: | ||||||||||||||||||||||||||||||||||||
Banking business | 595,003 | 10,180 | 1.71 | 580,221 | 13,396 | 2.31 | 585,374 | 10,912 | 1.86 | |||||||||||||||||||||||||||
Trading securities and other financial assets at fair value through profit or loss | 72,457 | 1,356 | 1.87 | 83,887 | 1,191 | 1.42 | 79,754 | 1,294 | 1.62 | |||||||||||||||||||||||||||
667,460 | 11,536 | 1.73 | 664,108 | 14,587 | 2.20 | 665,128 | 12,206 | 1.84 |
31 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
2019 | 2018 | 2017 | ||||||||||||||||||||||||||||||||||
Average
balance £m |
Interest
expense £m |
Cost
% |
Average
balance £m |
Interest
expense £m |
Cost
% |
Average
balance £m |
Interest
expense £m |
Cost
% |
||||||||||||||||||||||||||||
Liabilities and shareholders’ funds | ||||||||||||||||||||||||||||||||||||
Deposits by banks | 11,164 | 96 | 0.86 | 8,405 | 117 | 1.39 | 6,758 | 80 | 1.18 | |||||||||||||||||||||||||||
Customer deposits | 341,254 | 2,015 | 0.59 | 342,929 | 1,812 | 0.53 | 348,662 | 1,721 | 0.49 | |||||||||||||||||||||||||||
Liabilities to banks and customers under sale and repurchase agreements | 26,905 | 301 | 1.12 | 25,634 | 245 | 0.96 | 18,943 | 110 | 0.58 | |||||||||||||||||||||||||||
Debt securities in issue1 | 97,456 | 1,204 | 1.24 | 86,099 | 234 | 0.27 | 72,762 | 266 | 0.37 | |||||||||||||||||||||||||||
Lease liabilities | 1,684 | 42 | 2.49 | 41 | 1 | 2.46 | 21 | 1 | 2.38 | |||||||||||||||||||||||||||
Amounts payable to unitholders in consolidated open-ended investment vehicles | 13,352 | 1,822 | 13.65 | 13,915 | (844 | ) | (6.07 | ) | 15,675 | 1,435 | 9.15 | |||||||||||||||||||||||||
Subordinated liabilities | 17,682 | 1,201 | 6.79 | 18,193 | 1,388 | 7.63 | 18,674 | 1,481 | 7.93 | |||||||||||||||||||||||||||
Total interest-bearing liabilities of banking book | 509,497 | 6,681 | 1.31 | 495,216 | 2,953 | 0.60 | 481,495 | 5,094 | 1.06 | |||||||||||||||||||||||||||
Total interest-bearing liabilities of trading book | 26,101 | 281 | 1.08 | 44,101 | 567 | 1.29 | 55,288 | 478 | 0.86 | |||||||||||||||||||||||||||
Total interest-bearing liabilities | 535,598 | 6,962 | 1.30 | 539,317 | 3,520 | 0.65 | 536,783 | 5,572 | 1.04 | |||||||||||||||||||||||||||
Interest-free liabilities | ||||||||||||||||||||||||||||||||||||
Non-interest bearing customer accounts | 74,906 | 72,913 | 66,276 | |||||||||||||||||||||||||||||||||
Other interest-free liabilities | 171,611 | 157,072 | 166,403 | |||||||||||||||||||||||||||||||||
Non-controlling interests and shareholders’ funds | 49,357 | 48,758 | 49,358 | |||||||||||||||||||||||||||||||||
Total average liabilities and interest expense | 831,472 | 6,962 | 0.84 | 818,060 | 3,520 | 0.43 | 818,820 | 5,572 | 0.68 |
1 | The impact of the Group’s hedging arrangements is included on this line; excluding this impact the weighted average effective interest rate in respect of debt securities in issue would be 2.57 per cent (2018: 2.68 per cent; 2017: 2.43 per cent). |
Loans and advances to banks and customers include impaired lending; interest on this lending has been recognised using the effective interest rate method, as required by IAS 39 in 2017 and by IFRS 9 in 2018 and 2019.
Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.
32 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
CHANGES IN NET INTEREST INCOME – VOLUME AND RATE ANALYSIS
The following table allocates changes in net interest income between volume and rate for 2019 compared with 2018 and for 2018 compared with 2017. Where variances have arisen from both changes in volume and rate these are allocated to volume.
2019 compared with 2018
Increase/(decrease) |
2018 compared with 2017
Increase/(decrease) |
|||||||||||||||||||||||
Total change
£m |
Volume
£m |
Rate
£m |
Total change
£m |
Volume
£m |
Rate
£m |
|||||||||||||||||||
Interest receivable and similar income | ||||||||||||||||||||||||
At amortised cost: | ||||||||||||||||||||||||
Loans and advances to banks | (51 | ) | (16 | ) | (35 | ) | 294 | 5 | 289 | |||||||||||||||
Loans and advances to customers | 712 | 679 | 33 | 366 | 355 | 11 | ||||||||||||||||||
Debt securities | 56 | 30 | 26 | 23 | 13 | 10 | ||||||||||||||||||
Financial assets at fair value through other comprehensive income (2017: available-for-sale financial assets) | (205 | ) | (96 | ) | (109 | ) | (340 | ) | (351 | ) | 11 | |||||||||||||
Total banking book interest receivable and similar income | 512 | 597 | (85 | ) | 343 | 22 | 321 | |||||||||||||||||
Total interest receivable and similar income on financial assets at fair value through profit or loss | (121 | ) | (258 | ) | 137 | (14 | ) | 87 | (101 | ) | ||||||||||||||
Total interest receivable and similar income | 391 | 339 | 52 | 329 | 109 | 220 | ||||||||||||||||||
Interest payable | ||||||||||||||||||||||||
Deposits by banks | (21 | ) | 24 | (45 | ) | 37 | 23 | 14 | ||||||||||||||||
Customer deposits | 203 | (10 | ) | 213 | 91 | (30 | ) | 121 | ||||||||||||||||
Liabilities to banks and customers under sale and repurchase agreements | 56 | 14 | 42 | 135 | 64 | 71 | ||||||||||||||||||
Debt securities in issue | 970 | 141 | 829 | (32 | ) | 36 | (68 | ) | ||||||||||||||||
Lease liabilities | 41 | 41 | – | – | – | – | ||||||||||||||||||
Amounts payable to unitholders in consolidated open-ended investment vehicles | 2,666 | (77 | ) | 2,743 | (2,279 | ) | 107 | (2,386 | ) | |||||||||||||||
Subordinated liabilities | (187 | ) | (35 | ) | (152 | ) | (93 | ) | (37 | ) | (56 | ) | ||||||||||||
Total banking book interest payable | 3,728 | 98 | 3,630 | (2,141 | ) | 163 | (2,304 | ) | ||||||||||||||||
Total interest payable on trading and other liabilities at fair value through profit or loss | (286 | ) | (194 | ) | (92 | ) | 89 | (144 | ) | 233 | ||||||||||||||
Total interest payable | 3,442 | (96 | ) | 3,538 | (2,052 | ) | 19 | (2,071 | ) |
33 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
EFFECTIVE RISK MANAGEMENT AND CONTROL
THE GROUP’S APPROACH TO RISK
Risk management is at the heart of the Group’s strategy to become the best bank for customers.
The Group’s mission is to protect its customers, colleagues and the Group, whilst enabling sustainable growth in targeted segments. This is achieved through informed risk decision-making and robust risk management, supported by a consistent risk-focused culture.
This risk overview provides a summary of risk management within the Group, with a prudent approach and rigorous controls to support sustainable business growth and minimise losses. Through a strong and independent risk function, a robust control framework is maintained to identify and escalate current and emerging risks, support sustainable growth within Group risk appetite, and to drive and inform good risk reward decisions.
The risk management section from pages 41 to 108 provides a more in-depth picture of how risk is managed within the Group, detailing the Group’s emerging risks from pages 44 to 45, approach to stress testing, risk governance, committee structure, appetite for risk and a full analysis of the principal risk categories, the framework by which risks are identified, managed, mitigated and monitored. |
RISK AS A STRATEGIC DIFFERENTIATOR
Risks are identified, managed, mitigated and monitored using the Group’s comprehensive enterprise risk management framework, and its well-articulated risk appetite provides a clear framework for decision-making. The principal risks the Group face, which could significantly impact the delivery of the Group’s strategy, are discussed on pages 49 to 108.
The Group believe effective risk management can be a strategic differentiator, in particular:
Prudent approach to risk Being low risk is fundamental to the Group’s business model and drives its participation choices. Strategy and risk appetite are developed in tandem and together outline the parameters within which the Group operates.
|
Strong control framework The Group’s enterprise risk management framework is the foundation for the delivery of effective risk control and ensures that the Group risk appetite is continually developed and controlled.
The Board is responsible for approving the Group’s risk appetite statement annually. Board-level metrics are cascaded into more detailed business appetite metrics and limits.
Business focus and accountability Risk management is an integral feature of how the Group measure and manage performance – for individuals, businesses and the Group. In the first line of defence, business units are accountable for managing risk with oversight from a strong and independent second line of defence Risk division.
Effective risk analysis, management and reporting Regular close monitoring and comprehensive reporting to all levels of management and the Board ensures appetite limits are maintained and subject to stress analysis at a risk type and portfolio level, as appropriate. |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
RISK CULTURE AND THE CUSTOMER
The effectiveness of the Group’s risk management approach relies upon a culture of transparency and openness that is encouraged by both the Board and senior management.
Based on the Group’s conservative business model, prudent approach to risk management, and guided by the Board, the senior management articulates the core risk values to which the Group aspires, and sets the tone from the top, with a strong focus on building and sustaining long-term relationships with customers through the economic cycle. The Group’s Code of Responsibility reinforces colleague accountability for the risks they take and their responsibility to prioritise their customers’ needs.
|
Tone from the top Senior leaders set a clear tone from the top and lead by example, reflecting the Group values; putting customers first, keeping it simple, and making a difference together, encouraging a culture of intellectual curiosity and proactive risk management amongst all colleagues.
Accountability Risk management is a team effort with all colleagues playing their part and taking full individual responsibility for their actions.
Effective communication and challenge The Group is open, honest and transparent with risk colleagues working in collaboration with business areas to:
Support effective risk management;
Understand root causes when things go wrong;
Share lessons learned; and
Provide constructive challenge.
Incentives Remuneration, performance management and succession planning that support the Group’s core values and put the customer at the heart of everything the Group do.
|
2019 THEMES
The Group’s priorities for risk management have continued to evolve, alongside progression of the Group’s strategy and development of external factors. The Group’s principal risks are outlined over the next few pages but some themes have been particularly prevalent in 2019.
Climate risk Climate change is a key global risk, impacting customers, investors and the Group in making the required transition towards a low carbon economy. The Group is committed to delivering the Task Force for Climate-Related Financial Disclosures by 2022 and are taking steps to fully integrate climate risk into the Group’s existing Enterprise Risk Management Framework, including the Group’s policies, risk appetite, controls and disclosures.
The Group continues to invest in supporting this activity as part of the wider sustainability strategy, and are also active participants in a number of external initiatives to help drive consistency across the industry.
|
EU exit Given the vast majority of the Group’s business is in the UK, the direct impact on the Group from leaving the EU is relatively small and have taken the necessary steps to ensure continuity of the Group’s limited EU business activities, where permitted.
The Group’s UK focus means its performance is inextricably linked to the health of the UK economy. Economic performance has remained resilient in recent years and whilst the near term outlook for the UK economy remains unclear given UK/EU trade agreement negotiations, the Group continues to monitor closely. The Group is also taking a prudent approach to balance sheet, accelerating issuance where appropriate.
The Group’s customer focused strategy remains the right one. Guided by the overriding principle of Helping Britain Prosper, the Group continue to focus on customer needs and support the Group’s personal and business customers. The Group have delivered on its commitment to lend £18 billion to UK businesses in 2019, reaffirming support for the UK economy.
|
Change / Execution risk Delivering change is a key part of how the Group continues to serve its customers, fulfil its strategic objectives, and deliver its aim of Helping Britain Prosper.
During 2019, key change initiatives included digitising of the Group and transforming ways of working. There has also been significant delivery of regulatory change in order to adapt to the changing regulatory landscape.
The Group continues its drive to deliver a leading customer experience whilst managing a complex and varied change portfolio. Focus on improvements to the control environment and managing within risk appetite has enabled the safe delivery of change.
The need to protect existing processes and minimise adverse impact on colleagues and clients will support the delivery of a leading customer experience.
|
35 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
THE GROUP’S PRINCIPAL RISKS
Principal risks and uncertainties are reported regularly to the Board Risk Committee. Change/execution, data and operational resilience have been elevated from existing risks to principal risks during 2019, and strategic added as a new principal risk
The risk that, in delivering the change agenda, the Group fails to ensure compliance with laws and regulation, maintain effective customer service and availability, and/or operate within our approved risk appetite.
Example
Ineffective change/execution risk management could lead to increased periods of time where the Group cannot serve its customers, and could lead to impacts associated with other risk types such as regulatory censure.
Risk Appetite
The Group have limited appetite for negative impacts on customers, colleagues, or the Group as a result of change activity.
Mitigation
|
Continued focus on strengthening the control environment, maturation of the change policy and associated policies and procedures, which set out the principles and key controls that apply across the business and are aligned to the Group risk appetite. Senior Management continue to drive improvements to Change and Execution Risk metrics, in particular those affecting customers and colleagues. |
|
Businesses assess the potential impacts of undertaking any change activity on their ability to execute effectively, and the potential consequences for the existing risk profiles. |
Further detail on principal risks, including mitigation on page 50
Alignment to strategic priorities and future focus
|
Delivering a leading customer experience |
|
The Group recognise the importance of delivering the strategic priorities and will continue to invest in the transformation of the Group to deliver a leading customer experience. |
New principal risk | |
|
Change and Execution risk was elevated from a secondary risk to a principal risk in recognition of the significant volumes of complex change the Group is currently undertaking to deliver its strategy. This includes key change initiatives, digitising the Group and transforming ways of working which will help to future-proof against the heightened risks associated with the use of new technologies and manage regulatory requirements and expectations. The decision aligns with the Group’s progress in developing and embedding its change and execution risk management capabilities. |
The risk that the Group fail to effectively govern, manage, and control its data (including data processed by third party suppliers) leading to unethical decisions, poor customer outcomes, loss of value and mistrust.
Example
The loss of trust from customers, colleagues, business partners or regulators arising from a failure to manage and control the Group’s data.
Risk Appetite
The Group have limited appetite for material events or losses that occur due to the inappropriate use of data.
Mitigation
|
Significant investment has been made to enhance the maturity of data risk management in recent years. |
|
In addition, the General Data Protection programme which delivered the necessary infrastructure to achieve compliance with the new regulations in May 2018, a number of other large investments have been made. |
Further detail on principal risks, including mitigation on page 50
Alignment to strategic priorities and future focus
|
Delivering a leading customer experience |
|
The quality of the data that the Group holds and the choices the Group make in how it is used is a key strategic enabler to future business growth, delivering a leading customer experience and Helping Britain Prosper. |
|
The Group recognises that lawful, fair and transparent collection and appropriate use of data, is critical to delivering a leading customer experience and maintaining trust across the wider industry. |
|
Internal programmes ensure that data is used correctly, and the control environment is regularly assessed through both internal and third-party testing. |
New principal risk | |
|
Data was elevated from a secondary risk to a principal risk as one of the Group’s most valuable assets. It is critical to the business and is the subject of significant regulatory oversight and media focus. The Group is trusted with large volumes of data, and the Group must ensure that the information it holds is accurate, secure and managed appropriately. |
The risk that the Group fail to design resilience into business operations, underlying infrastructure and controls (people, process, technology) so that it is able to withstand external or internal events which could impact the continuation of operations, and fails to respond in a way which meets customer and stakeholder expectations and needs when the continuity of operations is compromised.
Example
Ineffective risk management could lead to vital services not being available to customers and stakeholders.
Risk Appetite
The Group have a limited appetite for disruption to services to customers and stakeholders from significant unexpected events.
Mitigation
|
The Group has increased its focus on operational resilience and has updated its strategy to reflect changing priorities of both customers and regulators. |
Further detail on principal risks, including mitigation on page 51
Alignment to strategic priorities and future focus
|
Delivering a leading customer experience |
|
End-to-end resilience of the Group’s critical processes is a key strategic priority and the Group operational resilience programmes continue to invest in improving the control environment and resilience. The Group continues to exercise, test and improve its resilience through scenario testing as well as learning from real events (those impacting the Group but also those impacting others) through understanding the root cause. |
|
The Group recognises the importance of its operational resilience to customers, markets and the wider financial sector. |
New principal risk | |
|
Operational resilience was elevated from a secondary risk to a principal risk as the ability to continue operations when subject to internal or external incidents, safeguarding the Group’s most critical processes and assets, protecting colleagues, continuing to service customers and minimising any impact on the banking systems is crucial. |
36 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The risks which result from strategic plans which do not adequately reflect trends in external factors, ineffective business strategy execution, or failure to respond in a timely manner to external environments or changes in stakeholder behaviours and expectations.
Example
|
The financial services sector operates in an evolving regulatory and competitive environments with an increased pace, scale and complexity of change which creates a risk to the Group’s strategic plans. |
|
Shareholder expectations continue to evolve potentially impacting the Group’s role in society. |
|
Greater competition for specialist skill sets (such as data science and engineering), alongside demographic challenges in the working population, may result in a skills shortage impacting delivery of key strategic initiatives. |
Risk Appetite
The Group has business plans that are responsive to internal and external factors including changes to the regulatory, macroeconomic and competitive environments.
Mitigation
|
Continued digitisation of customer journeys, thereby enabling the delivery of market leading customer experiences that are seamless, accessible and personal. |
|
Robust operating and contingency planning to ensure potential impacts of strategic initiatives and external drivers are mitigated. |
Further detail on principal risks, including mitigation on page 52
Alignment to strategic priorities and future focus
|
Delivering a leading customer experience |
|
The Group’s forward looking approach to managing strategic risk will help the Group identify new risks and opportunities, and allow the Group to be better prepared to respond to changes in the regulatory and competitive environments. |
New principal risk | |
|
Strategic risk is a new principal risk in acknowledgment of the increasing rate of change in customer expectations, regulatory and competitive environments along with the demands for specialist skills to meet these evolving needs. This aligns with the strategic priorities to deliver a leading customer experience by digitising the Group, maximising Group capabilities and transforming ways of working. |
The risk that parties with whom the Group have contracted fail to meet their financial obligations (both on or off balance sheet).
Example
Observed or anticipated changes in the economic environment could impact profitability due to an increase in delinquency, defaults, write-downs and/or expected credit losses.
Risk Appetite
The Group has a conservative and well balanced credit portfolio through the economic cycle, generating an appropriate return on equity, in line with the Group’s target return on equity in aggregate.
Mitigation
|
Prudent, through the cycle credit principles, risk policies and appetite statements. |
|
Robust models and controls. |
Further detail on principal risks, including mitigation on page 52
Alignment to strategic priorities and future focus
|
Maximising Group capabilities |
|
The Group seek to support sustainable growth in targeted segments. The Group has a conservative and well-balanced credit portfolio, managed through the economic cycle and supported by strong credit portfolio management. |
|
The Group is committed to better addressing customers’ banking needs through consistent, fair and responsible credit risk decisions, aligned to customers’ circumstances, whilst staying within prudent risk appetite. |
|
Portfolios have benefitted from relatively favourable economic conditions and a prolonged period of low interest rates. Impairments remain below long-term levels, but are expected to increase as impairments normalise. |
Key risk indicators
£1,296m
Impairment charge
2018: £937m
The risk of financial penalties, regulatory censure, criminal or civil enforcement action or customer detriment as a result of failure to identify, assess, correctly interpret, comply with, or manage regulatory and/or legal requirements.
Example
Failure to deliver key regulatory changes or to comply with ongoing requirements.
Risk Appetite
The Group interprets and complies with all relevant regulation and all applicable laws (including codes of conduct which could have legal implications) and/or legal obligations.
Mitigation
|
Group policies and procedures set out the principles and key controls that should apply across the business which are aligned to the Group risk appetite. |
|
Business units identify, assess and implement policy and regulatory requirements and establish local controls, processes, procedures and resources to ensure appropriate governance and compliance. |
Further detail on principal risks, including mitigation on page 81
Alignment to strategic priorities and future focus
|
Delivering a leading customer experience |
|
The Group is committed to operating sustainably and responsibly, and commit significant resource and expense to ensure it meets its legal and regulatory obligations. |
|
The Group responds as appropriate to impending legislation, regulation and associated consultations and participate in industry bodies. The Group continues to be proactive in responding to significant ongoing and new legislation, regulation and court proceedings. |
37 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Risk overview continued
The risk of customer detriment across the customer lifecycle including: failures in product management, distribution and servicing activities; from other risks materialising, or other activities which could undermine the integrity of the market or distort competition, leading to unfair customer outcomes, regulatory censure, reputational damage or financial loss.
Example
The most significant conduct cost in recent years has been PPI mis-selling.
Risk Appetite
The Group delivers fair outcomes for its customers.
Mitigation
|
Simplified and enhanced conduct policies and procedures in place to ensure appropriate controls and processes that deliver fair customer outcomes, and support market integrity and competition requirements. |
|
Active engagement with regulatory bodies and other stakeholders to develop understanding of concerns related to customer treatment, effective competition and market integrity, to ensure that the Group’s strategic conduct focus continues to meet evolving stakeholder expectations. |
Further detail on principal risks, including mitigation on page 82
Alignment to strategic priorities and future focus
|
Delivering a leading customer experience |
|
As the Group transforms the business, minimising conduct risk is critical to achieving its strategic goals and meeting regulatory standards. |
|
The Group has senior committees that ensure its focus on embedding a customer-centric culture and delivering fair outcomes across the Group. The conduct risk framework continues to support this through robust and effective management. This supports the Group’s vision of being the best bank for customers, enabling the delivery of a leading customer experience through effective root cause analysis and learning from customer feedback. |
The risk of loss from inadequate or failed internal processes, people and systems, or from external events.
Example
Ineffective risk management could lead to adverse customer impact, reputational damage and financial loss, across all of the Group’s principal risks.
Risk Appetite
The Group has robust controls in place to manage operational losses, reputational events and regulatory breaches. The Group identifies and assesses emerging risks and acts to mitigate these.
Mitigation
|
The Group continues to review and invest in its control environment to ensure it addresses the inherent risks faced. |
|
The Group employs a range of risk management strategies, including: avoidance, mitigation, transfer (including insurance) and acceptance. |
Further detail on principal risks, including mitigation on page 82
Alignment to strategic priorities and future focus
|
Delivering a leading customer experience |
|
The Group continues to manage operational risk within the appetite articulated by the Board and in compliance with legal and regulatory requirements to ensure a robust control environment and a positive customer experience. |
The risk that the Group fail to provide an appropriate colleague and customer-centric culture, supported by robust reward and wellbeing policies and processes; effective leadership to manage colleague resources; effective talent and succession management; and robust control to ensure all colleague-related requirements are met.
Example
Inability to attract or retain colleagues with key skills could impact the achievement of business objectives.
Risk Appetite
The Group leads responsibly and proficiently, manages people resource effectively, supports and develops colleague talent, and meets legal and regulatory obligations related to its people.
Mitigation
|
Focusing on leadership and colleague engagement, through delivery of strategies to attract, retain and develop high calibre people together with implementation of rigorous succession planning. |
|
Continued focus on the Group’s culture by developing and delivering initiatives that reinforce the appropriate behaviours which generate the best possible long-term outcomes for customers and colleagues. |
Further detail on principal risks, including mitigation on page 84
Alignment to strategic priorities and future focus
|
Transforming ways of working |
|
Regulatory requirements relating to personal accountability and remuneration rules could affect the ability to attract and retain the calibre of colleagues required to meet changing customer needs. The Group recognises the challenges in delivering the Group’s strategic priorities and it will continue to invest in the development of colleague capabilities and agile working practices. This investment will deliver a leading customer experience and allow the Group to respond quickly to customers’ rapidly changing decision-making in a digital era. |
38 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The risk of adverse developments in the timing, frequency and severity of claims for insured/underwritten events and in customer behaviour, leading to reductions in earnings and/or value.
Example Uncertain property insurance claims impact Insurance earnings and capital, e.g. extreme weather conditions, such as flooding, can result in high property damage claims.
Risk Appetite The Group has robust controls in place to manage the insurance underwriting risk inherent in the products its Insurance business offers to meet customer needs.
Mitigation
General Insurance exposure to accumulations of risk and possible catastrophes is mitigated by reinsurance arrangements
broadly spread over different reinsurers.
Insurance processes on underwriting, claims management, pricing and product design.
Further detail on principal risks, including mitigation on page 84
Alignment to strategic priorities and future focus
Delivering a leading customer experience
The Group is committed to meeting the changing needs of customers by working to provide a range of insurance products via multiple channels. The focus is on delivering a leading customer experience by helping customers protect themselves today whilst preparing for a secure financial future.
Strategic growth initiatives within Insurance are developed and managed in line with a defined risk appetite, aligned to the Group risk appetite and strategy.
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The risk that the Group has a sub-optimal quantity or quality of capital or that capital is inefficiently deployed across the Group.
Example
A worsening macroeconomic environment could lead to adverse financial performance, which could deplete capital resources and/ or increase capital requirements due to a deterioration in customers’ creditworthiness.
Alternatively a shortage of capital could arise from an increase in the amount of capital that needs to be held.
Risk Appetite The Group maintains capital levels commensurate with a prudent level of solvency and aim to deliver consistent and high quality returns to shareholders.
Mitigation
The Group has a capital management framework that includes the setting of capital risk appetite.
The Group maintains a recovery plan which sets out a range of potential mitigating actions that could be taken in response to a stress.
Further detail on principal risks, including mitigation on page 85
Alignment to strategic priorities and future focus.
Maximising Group capabilities
Ensuring the Group holds an appropriate level of capital to maintain financial resilience and market confidence underpins its strategic objectives of supporting the UK economy, and growth in targeted segments through the cycle.
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Funding risk is the risk that the Group does not have sufficiently stable and diverse sources of funding or the funding structure is inefficient. Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its commitments when they fall due, or can only secure them at excessive cost.
Example A deterioration in either the Group’s or the UK’s credit rating, or a sudden and significant withdrawal of customer deposits, would adversely impact the Group’s funding and liquidity position.
Risk Appetite The Group maintains a prudent liquidity profile and a balance sheet structure that limits the reliance on potentially volatile sources of funding.
Mitigation
The Group manages and monitors liquidity risks and ensures that liquidity risk management systems and arrangements are adequate with regard to the internal risk appetite, Group strategy and regulatory requirements
The Group’s funding and liquidity position is underpinned by its significant customer deposit base, and is supported by strong relationships across customer segments
Further detail on principal risks, including mitigation on page 94
Alignment to strategic priorities and future focus
Maximising Group capabilities
The Group maintain a strong funding position in line with its low risk strategy, and the loan to deposit ratio remains within the target range.
The Group’s funding position allows us to grow targeted business segments, and better address our customers’ needs.
|
||||
Key risk indicators £17,515m
Life and pensions present value
2018: £14,384m
£671m
General insurance underwritten
2018: £690m |
Key risk indicators 13.8%1 CET1 ratio 2018: 13.9%1,2
5.2%1 UK leveraged ratio 2018: 5.6%1
1 Adjusted basis
2 Incorporates the effects of the share buyback announced in February 2019. |
Key risk indicators £118bn LCR eligible assets 2018: £129bn
107% Loan to deposit ratio 2018: 107% |
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39 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The risk that the Group’s organisational infrastructure fails to provide robust oversight of decision making and the control mechanisms to ensure strategies and management instructions are implemented effectively.
Examples
Inadequate or complex governance arrangements to address ring-fencing requirements and the potential impact of EU exit could result
in a weaker control environment, delays in decision making and lack of clear accountability.
Non-compliance with, or breaches of SMCR requirements could result in lack of clear accountability, and legal and regulatory consequences.
Risk Appetite The Group has governance arrangements that support the effective long-term operation of the business, maximise shareholder value and meet regulatory and societal expectations.
Mitigation
Defining individual and collective accountabilities for risk management, risk oversight and risk assurance through a three lines
of defence model which supports the discharge of responsibilities to customers, shareholders and regulators;
Outlining governance arrangements which articulate the enterprise-wide approach to risk management
Further detail on principal risks, including mitigation on page 101
Alignment to strategic priorities and future focus
Delivering
a leading customer experience
Ring-fencing ensures that the Group is safer and continues to deliver a leading customer experience by providing further protection
to core retail and SME deposits, increasing transparency of the Group’s operations and facilitating the options available
in resolution.
The Group’s governance framework and strong culture of ownership and accountability enabled effective, on time, compliance
with the SMCR requirements and enable the Group to demonstrate clear accountability for decisions.
|
The risk that the Group’s capital or earnings profile is affected by adverse market rates, in particular interest rates and credit spreads in the banking business, equity, credit spreads and interest rates in the Insurance business, and credit spreads in the Group’s defined benefit pension schemes.
Examples
Earnings are impacted by the Group’s ability to forecast and model customer behaviour accurately and establish appropriate
hedging strategies.
The Insurance business is exposed indirectly to equity risk through the value of future management charges on policyholder funds.
Credit spread and interest rate risk within the Insurance business primarily arises from bonds and loans used to back annuities.
Narrowing credit spreads will increase the cost of pension scheme benefits.
Risk Appetite The Group has robust controls in place to manage its inherent market risk and does not engage in any proprietary trading, reflecting the customer focused nature of the Group’s activities
Mitigation
Structural hedge programmes implemented to manage liability margins and margin compression.
Equity and credit spread risks are closely monitored and, where appropriate, asset and liability matching is undertaken.
The Group’s defined benefit pension schemes continue to monitor their credit allocation as well as the hedges in place against
nominal rate and inflation movements.
Further detail on principal risks, including mitigation on page 102
Alignment to strategic priorities and future focus
Maximising
Group capabilities
The Group actively manages its exposure to movements in market rates, to drive lower volatility earnings and offer a comprehensive
customer proposition with hedging strategies to support strategic aims. Mitigating actions are implemented to reduce the impact
of market movements, resulting in a more stable capital position.
Effective interest rate and
inflation hedging has kept volatility in the Group’s defined benefit pension schemes low. This combined with improved
market conditions has helped keep the schemes in IAS 19 surplus in 2019. This allows the Group to more efficiently utilise
available capital resources.
Key risk indicators £550m IAS 19 pension surplus 2018: £1,146m |
The risk of financial loss, regulatory censure, reputational damage or customer detriment, as a result of deficiencies in the development, application and ongoing operation of Models and Rating Systems.
Example The consequences of inadequate models could include: inappropriate levels of capital or impairments; inappropriate credit or pricing decisions; and adverse impacts on funding or liquidity, or the Group’s earnings and profits.
Risk Appetite Material models are performing in line with expectations.
Mitigation
The model risk management framework, established by and with continued oversight from an independent team in the Risk division,
provides the foundation for managing and mitigating model risk within the Group.
Further detail on principal risks, including mitigation on page 108
Alignment to strategic priorities and future focus
Digitising
the Group
The Group’s models play a vital role in supporting the strategy to ensure profitable growth in targeted segments and the
drive toward automation and digital solutions to enhance customer outcomes. Model risk management helps ensure these models are
implemented in a controlled and safe manner for both the Group and customers.
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The Group’s emerging risks are shown on pages 44 to 45 and a full analysis of the Group’s risk categories is on pages 49 to 108. |
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Risk management is at the heart of the Group’s strategy to become the best bank for customers.
The Group’s mission is to protect customers, shareholders, colleagues and the Group, whilst enabling sustainable growth in targeted segments. This is achieved through informed risk decisions and robust risk management, supported by a consistent risk-focused culture.
The risk overview (pages 34 to 40) provides a summary of risk management within the Group. It highlights the important role of risk as a strategic differentiator, key areas of focus for risk during 2019, and the role of risk management in enhancing the customer experience, along with an overview of the Group’s enterprise risk management framework, and the principal risks faced by the Group.
This full risk management section provides a more in-depth picture of how risk is managed within the Group, detailing the Group’s emerging risks, approach to stress testing, risk governance, committee structure, appetite for risk and a full analysis of the principal risk categories (pages 49 to 108), and the framework by which risks are identified, managed, mitigated and monitored.
Each principal risk category is described and managed using the following standard headings: definition, exposures, measurement, mitigation and monitoring.
THE GROUP’S APPROACH TO RISK
The Group operates a prudent approach to risk with rigorous management controls to support sustainable business growth and minimise losses. Through a strong and independent risk function (Risk division), a robust control framework is maintained to identify and escalate current and emerging risks, support sustainable growth within the Group’s risk appetite, and to drive and inform good risk reward decision-making.
To meet ring-fencing requirements from 1 January 2019, core UK retail financial services and ancillary retail activities have been ring-fenced from other activities of the Group. The Group enterprise risk management framework and Group risk appetite apply across the Group and are supplemented by risk management frameworks and risk appetites for the sub-groups to meet sub-group specific needs. In each case these operate within the Group parameters. The Group’s corporate governance framework applies across Lloyds Banking Group plc, Lloyds Bank plc, Bank of Scotland plc and HBOS plc. It is tailored where needed to meet the entity specific needs of Lloyds Bank plc and Bank of Scotland plc, and supplementary corporate governance frameworks are in place to address sub-group specific requirements of the other sub-groups (Lloyds Bank Corporate Markets, Insurance and Lloyds Banking Group Equity Investments).
The Group’s enterprise risk management framework (ERMF) (see risk overview, page 34) is structured to align with the industry-accepted internal control framework standards.
The ERMF applies to every area of the business and covers all types of risk. It is reviewed, updated and approved by the Board at least annually to reflect any changes in the nature of the Group’s business and external regulations, law, corporate governance and industry best practice. The ERMF provides the Group with an effective mechanism for developing and embedding risk policies and risk management strategies which are aligned with the risks faced by its businesses. It also seeks to facilitate effective communication on these matters across the Group.
ROLE OF THE BOARD AND SENIOR MANAGEMENT
Key responsibilities of the Board and senior management include:
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approval of the ERMF and Board risk appetite. |
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approval of Group-wide risk principles and policies. |
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the cascade of delegated authority (for example to Board sub-committees and the Group Chief Executive). |
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effective oversight of risk management consistent with risk appetite. |
RISK APPETITE
Risk appetite is defined within the Group as ‘the amount and type of risk that the Group is prepared to seek, accept or tolerate’ in delivering the Group strategy.
Group strategy and risk appetite are developed in tandem. Business planning aims to optimise value within risk appetite parameters and deliver on the Group’s promise to Help Britain Prosper.
The Group’s risk appetite statement details the risk parameters within which the Group operates. The statement forms part of the Group’s control framework and is embedded into policies, authorities and limits, to guide decision-making and risk management. The Board is responsible for approving the Group’s risk appetite statement at least annually. Group Board-level metrics are cascaded into more detailed business appetite metrics and limits.
Group risk appetite headlines are outlined within The Group’s Principal Risks section on pages 36 to 40.
GOVERNANCE FRAMEWORKS
The Group’s approach to risk is founded on a robust control framework and a strong risk management culture which are the foundation for the delivery of effective risk management and guide the way all employees approach their work, behave and make decisions.
Governance is maintained through delegation of authority from the Board to individuals through the management hierarchy. Senior executives are supported by a committee based structure which is designed to ensure open challenge and support effective decision-making.
The Group’s risk appetite, principles, policies, procedures, controls and reporting are regularly reviewed and updated where needed to ensure they remain fully in-line with regulation, law, corporate governance and industry good practice.
The interaction of the executive and non-executive governance structures relies upon a culture of transparency and openness that is encouraged by both the Board and senior management.
Board-level engagement, coupled with the direct involvement of senior management in Group-wide risk issues at Group Executive Committee level, ensures that escalated issues are promptly addressed and remediation plans are initiated where required.
Line managers are directly accountable for identifying and managing risks in their individual businesses, ensuring that business decisions strike an appropriate balance between risk and reward and are consistent with the Group’s risk appetite.
Clear responsibilities and accountabilities for risk are defined across the Group through a three lines of defence model which ensures effective independent oversight and assurance in respect of key decisions.
The risk committee governance framework is outlined on page 46.
THREE LINES OF DEFENCE MODEL
The ERMF is implemented through a ‘three lines of defence’ model which defines clear responsibilities and accountabilities and ensures effective independent oversight and assurance activities take place covering key decisions.
Business lines (first line) have primary responsibility for risk decisions, identifying, measuring, monitoring and controlling risks within their areas of accountability. They are required to establish effective governance and control frameworks for their business to be compliant with Group policy requirements, to maintain appropriate risk management skills, mechanisms and toolkits, and to act within Group risk appetite parameters set and approved by the Board.
Risk division (second line) is a centralised function, headed by the Chief Risk Officer, providing oversight and independent constructive challenge to the effectiveness of risk decisions taken by business management, providing proactive advice and guidance, reviewing, challenging and reporting on the risk profile of the Group and ensuring that mitigating actions are appropriate.
It also has a key role in promoting the implementation of a strategic approach to risk management reflecting the risk appetite and ERMF agreed by the Board that encompasses:
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overseeing embedding of effective risk management processes. |
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transparent, focused risk monitoring and reporting. |
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provision of expert and high quality advice and guidance to the Board, executives and management on strategic issues and horizon scanning, including pending regulatory changes. |
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a constructive dialogue with the first line through provision of advice, development of common methodologies, understanding, education, training, and development of new risk management tools. |
The primary role of Group Internal Audit (third line) is to help the Board and senior executive management protect the assets, reputation and sustainability of the Group. Group Internal Audit is led by the Group Chief Internal Auditor. Group Internal Audit provides independent assurance to the Audit Committee and the Board through performing reviews and engaging with committees and senior executive management, providing opinion and challenge on risk and the state of the control environment. Group Internal Audit is a single independent internal audit function, reporting to the Board Audit Committee of the Group and the Board Audit Committee of the key subsidiaries.
RISK AND CONTROL CYCLE FROM IDENTIFICATION TO REPORTING
To allow senior management to make informed risk decisions, the business follows a continuous risk management approach which includes producing appropriate, accurate and focused risk reporting. The risk and control cycle sets out how this should be approached, with the appropriate controls and processes in place. This cycle, from identification to reporting, ensures consistency and is intended to manage and mitigate the risks impacting the Group.
The process for risk identification, measurement and control is integrated into the overall framework for risk governance. Risk identification processes are forward-looking to ensure emerging risks are identified. Risks are captured and measured using robust and consistent quantification methodologies. The measurement of risks includes the application of stress testing and scenario analysis, and considers whether relevant controls are in place before risks are incurred.
Identified risks are reported on a monthly basis or as frequently as necessary to the appropriate committee. The extent of the risk is compared to the overall risk appetite as well as specific limits or triggers. When thresholds are breached, committee minutes are clear on the actions and timeframes required to resolve the breach and bring risk within tolerances. There is a clear process for escalation of risks and risk events.
All business areas complete a Control Effectiveness Review (CER) annually, reviewing the effectiveness of their internal controls and putting in place a programme of enhancements where appropriate. The CER reports are approved at divisional risk committees or directly by the relevant member of the Group Executive Committee to confirm the accuracy of the assessment. This key process is overseen and independently challenged by Risk division, reviewed by Group Internal Audit against the findings of its assurance activities, and reported to the Board. No significant failings or weaknesses were identified during the 2019 review.
RISK CULTURE
Based on the Group’s conservative business model, prudent approach to risk management, and guided by the Board, the senior management articulates the core risk values to which the Group aspires, and sets the tone at the top, with a strong focus on building and sustaining long-term relationships with customers, through the economic cycle. The Group’s Code of Responsibility reinforces colleagues’ accountability for the risks they take and their responsibility to prioritise their customers’ needs.
RISK RESOURCES AND CAPABILITIES
Appropriate mechanisms are in place to avoid over-reliance on key personnel or system/technical expertise within the Group. Adequate resources are in place to serve customers both under normal working conditions and in times of stress, and monitoring procedures are in place to ensure that the level of available resource can be increased if required. Colleagues undertake appropriate training to ensure they have the skills and knowledge necessary to enable them to deliver fair outcomes for customers.
There is ongoing investment in risk systems and models alongside the Group’s investment in customer and product systems and processes. This drives improvements in risk data quality, aggregation and reporting leading to effective and efficient risk decisions.
FINANCIAL REPORTING RISK MANAGEMENT SYSTEMS AND INTERNAL CONTROLS
The Group maintains risk management systems and internal controls relating to the financial reporting process which are designed to:
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ensure that accounting policies are appropriately and consistently applied, transactions are recorded accurately, and undertaken in accordance with delegated authorities, that assets are safeguarded and liabilities are properly stated. |
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enable the calculation, preparation and reporting of financial, prudential regulatory and tax outcomes in accordance with applicable International Financial Reporting Standards, statutory and regulatory requirements. |
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enable certifications by the Senior Accounting Officer relating to maintenance of appropriate tax accounting and in accordance with the 2009 Finance Act. |
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ensure that disclosures are made on a timely basis in accordance with statutory and regulatory requirements (for example UK Finance Code for Financial Reporting Disclosure and the US Sarbanes Oxley Act). |
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ensure ongoing monitoring to assess the impact of emerging regulation and legislation on financial, prudential regulatory and tax reporting. |
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ensure an accurate view of the Group’s performance to allow the Board and senior management to appropriately manage the affairs and strategy of the business as a whole and each of its sub-groups. |
The Group has a Disclosure Committee which assists the Group Chief Executive and Chief Financial Officer in fulfilling their disclosure responsibilities under relevant listing and other regulatory and legal requirements. In addition, the Audit Committee reviews the quality and acceptability of the Group’s financial disclosures. For further information on the Audit Committee’s responsibilities relating to financial reporting see pages 160 to 163.
RISK DECISION-MAKING AND REPORTING
Risk analysis and reporting enables better understanding of risks and returns, supporting the identification of opportunities as well as better management of risks.
An aggregate view of the Group’s overall risk profile, key risks and management actions, and performance against risk appetite is reported to and discussed monthly at the Group Risk Committee with regular reporting to the Board Risk Committee and the Board.
Rigorous stress testing exercises are carried out to assess the impact of a range of adverse scenarios with different probabilities and severities to inform strategic planning.
The Chief Risk Officer regularly informs the Board Risk Committee of the aggregate risk profile and has direct access to the Chairman and members of Board Risk Committee.
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Table A: Exposure to risk arising from the business activities of the Group
The table below provides a high level guide to how the Group’s business activities are reflected through its risk-weighted assets. Details of the business activities for each division are provided in the Divisional results on pages 27 to 30.
Commercial | Insurance and | Central | ||||||||
Retail | Banking | Wealth1 | items2 | Group | ||||||
£bn | £bn | £bn | £bn | £bn | ||||||
Risk-weighted assets (RWAs) | ||||||||||
– Credit risk | 78.7 | 66.3 | 0.7 | 14.3 | 160.0 | |||||
– Counterparty credit risk3 | – | 4.7 | – | 1.2 | 5.9 | |||||
– Market risk | – | 1.8 | – | – | 1.8 | |||||
– Operational risk | 19.7 | 4.6 | 0.6 | 0.6 | 25.5 | |||||
Total (excluding threshold) | 98.4 | 77.4 | 1.3 | 16.1 | 193.2 | |||||
– Threshold4 | – | – | – | 10.2 | 10.2 | |||||
Total | 98.4 | 77.4 | 1.3 | 26.3 | 203.4 |
1 | As a separate regulated business, Insurance (excluding Wealth) maintains its own solvency requirements, including appropriate management buffers, and reports directly to the Insurance Board. Insurance does not hold any RWAs as its assets are removed from the Group’s regulatory capital calculations. However, in accordance with capital rules part of the Group’s equity investment in Insurance is included in the calculation of threshold RWAs, while the remainder is taken as a deduction from common equity tier 1 (CET1) capital. |
2 | Central items include assets held outside the main operating divisions, including the assets of Group Corporate Treasury which holds the Group’s liquidity portfolio, and other supporting functions. |
3 | Exposures relating to the default fund of a central counterparty and credit valuation adjustment risk are included in counterparty credit risk. |
4 | Threshold RWAs reflect the proportion of significant investments and deferred tax assets that are permitted to be risk-weighted instead of deducted from CET1 capital. Significant investments primarily arise from the investment in the Group’s Insurance business. |
PRINCIPAL RISKS
The Group’s principal risks are shown in the risk overview (pages 36 to 40). The Group’s emerging risks are shown overleaf. Full analysis of the Group’s risk categories is on pages 49 to 108.
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EMERGING RISKS
The Group considers the following to be risks that have the potential to increase in significance and affect the performance of the Group. These risks are considered alongside the Group’s operating plan.
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RISK GOVERNANCE
The risk governance structure below is integral to effective risk management across the Group. Risk division is appropriately represented on key committees to ensure that risk management is discussed in these meetings. This structure outlines the flow and escalation of risk information and reporting from business areas and Risk division to Group Executive Committee and Board. Conversely, strategic direction and guidance is cascaded down from the Board and Group Executive Committee.
Company Secretariat supports senior and Board-level committees, and supports the Chairs in agenda planning. This gives a further line of escalation outside the three lines of defence.
Table B: Risk governance structure
GROUP CHIEF EXECUTIVE COMMITTEES
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Group Executive Committee (GEC) |
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Group and Ring-Fenced Banks Risk Committees (GRC) |
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Group and Ring-Fenced Banks Asset and Liability Committees (GALCO) |
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Group and Ring-Fenced Banks Customer First Committees |
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Group and Ring-Fenced Banks Cost Management Committees |
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Group and Ring-Fenced Banks Conduct Review Committees |
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Group and Ring-Fenced Banks People Committees |
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Group and Ring-Fenced Banks Sustainability Committees |
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Senior Independent Performance Adjustment and Conduct Committees |
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Group and Ring-Fenced Banks Strategic Review 3 Committees |
BUSINESS AREA PRINCIPAL ENTERPRISE RISK COMMITTEES
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Commercial Banking Risk Committee |
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Retail Bank Risk Committee |
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Insurance and Wealth Risk Committee |
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Group Transformation Risk Committee |
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Finance Risk Committee |
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People and Productivity Risk Committee |
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Group Corporate Affairs Risk Committee |
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Group People Risk Committee |
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Responsible Business and Inclusion and Diversity Risk Committee |
RISK DIVISION COMMITTEES AND GOVERNANCE
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Credit Risk Committees |
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Group Market Risk Committee |
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Group Conduct, Compliance and Operational Risk Committee |
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Group Fraud and Financial Crime Prevention Committee |
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Group Financial Risk Committee |
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Group Capital Risk Committee |
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Group Model Governance Committee |
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Ring-Fenced Bank Perimeter Oversight Committee |
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BOARD, EXECUTIVE AND RISK COMMITTEES
The Group’s risk governance structure (see table B) strengthens risk evaluation and management, while also positioning the Group to manage the changing regulatory environment in an efficient and effective manner.
Assisted by the Board Risk and Audit Committees, the Board approves the Group’s overall governance, risk and control frameworks and risk appetite. Refer to the Corporate Governance section on pages 143 to 169, for further information on Board committees.
The divisional and functional risk committees review and recommend divisional and functional risk appetite and monitor local risk profile and adherence to appetite.
Table C: Executive and Risk Committees
The Group Chief Executive is supported by the following:
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Committees | Risk focus | |
Group Conduct, Compliance and Operational Risk Committee | Acts as a Risk community forum to independently challenge and oversee the Group-wide risk and control environment, using read-across and lessons learned from the three lines of defence to ensure that the Group-wide risk profile adapts to emerging risks, trends and themes, and the control environment is sustainable to deliver the Bank of the Future. | |
Group Fraud and Financial Crime Prevention Committee | The Fraud and Financial Crime Prevention Committee brings together accountable stakeholders and subject matter experts to ensure that the development and application of fraud and financial crime risk management complies with the Group’s Strategic Aims, Group Corporate Responsibility, Group risk appetite and Group Fraud and Financial Crime (Anti-Money Laundering, Anti-bribery and Sanctions) policies. It provides direction and appropriate focus on priorities to enhance the Group’s fraud and financial crime risk management capabilities in line with business and customer objectives whilst aligning to the Group’s target operating model. | |
Group Financial Risk Committee | Responsible for overseeing, reviewing, challenging and recommending to senior executives and Board committees on internal and regulatory stress tests, Internal Capital Adequacy Assessment Process, Individual Liquidity Adequacy Assessment Process, Pillar 3 disclosures, Recovery and Resolution Plans, and other analysis as required. | |
Group Capital Risk Committee | Responsible for providing oversight of all relevant capital matters within the Group, Ring Fenced bank and material subsidiaries, including the Group’s latest capital position and plans, risk appetite proposals, Pillar 2 development updates relating to ICAAP, Recovery and Resolution and the impact from regulatory reforms and accounting developments specific to capital. | |
Group Model Governance Committee | Responsible for approving the model governance framework, the associated policy and related principles and procedures; reviewing and approving models, model changes, model extensions and capital post model adjustments; recommending those models which require GRC approval to GRC; approving summary of model performance, approving any appropriate corrective actions; and supporting approval of risk appetite performance and escalating as required. | |
Ring Fenced Bank Perimeter Oversight Committee | The Committee escalates perimeter control breaches to the Ring-Fenced Banks’ Board and the Ring-Fenced Banks’ Board Risk Committee. |
CAPITAL STRESS TESTING
OVERVIEW
Stress testing is recognised as a key risk management tool by the Boards, senior management, the businesses and the Risk and Finance functions of all parts of the Group and its legal entities. It is fully embedded in the planning process of the Group and its legal entities as a key activity in medium-term planning, and senior management is actively involved in stress testing activities via a strict governance process.
Scenario stress testing is used for:
Risk Identification:
REGULATORY STRESS TESTS
In 2019, the Group participated in both the Annual Cyclical Scenario (ACS) UK stress test and the Biennial Exploratory Scenario (BES) run by the Bank of England (BoE). Despite the severity of the ACS stress, the Group exceeded the capital and leverage hurdles on a transitional basis, after the application of management actions and as a consequence was not required to take any capital actions. The BoE continues to review the outputs of the BES exercise.
INTERNAL STRESS TESTS
On at least an annual basis, the Group conducts macroeconomic stress tests of the operating plan, which are supplemented with higher-level refreshes if necessary. The exercise aims to highlight the key vulnerabilities of the Group’s and its legal entities’ business plans to adverse changes in the economic environment, and to ensure that there are adequate financial resources in the event of a downturn.
REVERSE STRESS TESTING
Reverse stress testing is used to explore the vulnerabilities of the Group’s and its key legal entities’ strategies and plans to extreme adverse events that would cause the businesses to fail. Where this identifies plausible scenarios with an unacceptably high risk, the Group or its entities will adopt measures to prevent or mitigate that and reflect these in strategic plans.
OTHER STRESS TESTING ACTIVITY
The Group’s stress testing programme also involves undertaking assessments of liquidity scenarios, market risk sensitivities and scenarios, and business specific scenarios (see the principal risk categories on pages 138 to 187 for further information on risk-specific stress testing). If required, ad hoc stress testing exercises are also undertaken to assess emerging risks, as well as in response to regulatory requests. This wide ranging programme provides a comprehensive view of the potential impacts arising from the risks to which the Group is exposed and reflects the nature, scale and complexity of the Group. From 2020 onwards, climate change risk stress testing will be considered as part of the implementation of the recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD).
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METHODOLOGY
The stress tests at all levels must comply with all regulatory requirements, achieved through the comprehensive construction of macroeconomic scenarios and a rigorous divisional, functional, risk and executive review and challenge process, supported by analysis and insight into impacts on customers and business drivers.
The engagement of all required business, Risk and Finance teams is built into the preparation process, so that the appropriate analysis of each risk category’s impact upon the business plans is understood and documented. The methodologies and modelling approach used for stress testing ensure that a clear link is shown between the macroeconomic scenarios, the business drivers for each area and the resultant stress testing outputs. All material assumptions used in modelling are documented and justified, with a clearly communicated review and sign-off process. Modelling is supported by expert judgement and is subject to the Group Model Governance Policy.
GOVERNANCE
Clear accountabilities and responsibilities for stress testing are assigned to senior management and the Risk and Finance functions throughout the Group and its key legal entities. This is formalised through the Group Business Planning and Stress Testing Policy and Procedure, which are reviewed at least annually.
The Group Financial Risk Committee (GFRC), chaired by the Chief Risk Officer and attended by the Chief Financial Officer and other senior Risk and Finance colleagues, is the committee that has primary responsibility for overseeing the development and execution of the Group’s and Ring-Fenced Bank’s stress tests. Lloyds Bank Corporate Markets (LBCM) Risk Committee performs a similar function within the scope of LBCM.
The review and challenge of the Group’s and Ring-Fenced Bank’s detailed stress forecasts, the key assumptions behind these, and the methodology used to translate the economic assumptions into stressed outputs conclude with the divisional Finance Directors’, appropriate Risk Directors’ and Managing Directors’ sign-off. The outputs are then presented to GFRC and Board Risk Committee for review and challenge, before being approved by the Board. There is a similar process within LBCM for the governance of the LBCM-specific results.
FULL ANALYSIS OF RISK CATEGORIES
The Group’s risk framework covers all types of risk which affect the Group and could impact on the achievement of its strategic objectives. A detailed description of each category is provided on pages 50 to 108.
Risk categories recognised by the Group are periodically reviewed to ensure that they reflect the Group risk profile in light of internal and external factors, such as the Group strategy and the regulatory environment in which it operates. There have been no changes to the risk categories during 2019.
The Group considers both reputational and financial impact in the course of managing all its risks and therefore does not classify reputational impact as a separate risk category.
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DEFINITION
Change and execution is defined as the risk that, in delivering its change agenda, the Group fails to ensure compliance with laws and regulation, maintain effective customer service and availability, and/or operation within the Group’s risk appetite.
EXPOSURES
Change and execution risks arise when the Group undertakes activities which require products, processes, people, systems or controls to change. These changes can be as a result of external drivers (for example, a new piece of regulation that requires the Group to put in place a new process or reporting) and internal drivers (such as the strategic transformation that is outlined in GSR3).
MEASUREMENT
The Group currently measures change and execution risk against a defined risk appetite metric which is a combination of lead, quality and delivery indicators across the investment portfolio. These indicators are reported through defined internal governance structures in the form of a monthly execution risk dashboard. An associated measure, based on the aggregate performance of the dashboard is included in the Group Balanced Scorecard.
MITIGATION
The Group takes a range of mitigating actions with respect to change and execution risk. These include the following:
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The Board establishes a Group-wide risk appetite and metric for change and execution risk. |
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Ensuring compliance with the Change policy and associated policies and procedures, which set out the principles and key controls that apply across the business and are aligned to the Group risk appetite. |
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Businesses assess the potential impacts of undertaking any change activity on their ability to execute effectively, and the potential consequences for the existing risk profiles. |
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The implementation of effective governance and control frameworks to ensure adequate controls are in place to manage the change activity and act to mitigate the change and execution risks identified. These controls are monitored in line with the Change policy and any additional monitoring that is deemed necessary. |
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Events related to change activities are escalated and managed appropriately in line with risk framework guidance. |
MONITORING
Change and execution risks from across the Group are monitored and reported through to Board and Group Governance Committees in accordance with the Group’s enterprise risk management framework and aligned to our GSR3 activities. Risk exposures are discussed monthly through established governance through to Group Transformation Risk Committee with upwards reporting to Board Risk and Executive Committees. In addition, oversight, challenge and reporting are completed at Risk division level to provide oversight of management of risks and the effectiveness of controls, recommending follow up remedial action if required. All material change and execution risk events are escalated in accordance with the formal Group Operational Risk policy and Change policy.
DEFINITION
Data risk is defined as the risk of the Group failing to effectively govern, manage and control its data (including data processed by third party suppliers), leading to unethical decisions, poor customer outcomes, loss of value to the Group and mistrust.
EXPOSURES
Data risk is present in all aspects of the business where data is processed, both within the Group and by third parties including colleague and contractor, prospective and existing customer, client lifecycle and insight processes. Data risk manifests:
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When personal data is not gathered legally, for a legitimate purpose, or is not managed/protected from misuse and/or processed in a way that complies with General Data Protection Regulations (GDPR) and other data privacy regulatory obligations. |
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When data quality (accuracy, completeness, consistency, uniqueness, validity and timeliness) is not managed, resulting in data used in systems, processes and products not being fit for the intended purpose. |
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When data records are not created, retained, protected and destroyed appropriately and when data records cannot be retrieved in a timely manner. |
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When data governance fails to provide robust oversight of data decision-making and the control mechanisms to ensure strategies and management instructions are implemented effectively. |
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When data standards are not maintained across core data, data management risks are not managed and data related issues are not remediated as a result of poor data management resulting in inaccurate, incomplete data that is not available at the right time, to the right people, to enable business decisions to be made, and regulatory reporting requirements to be fulfilled. |
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When critical data mapping and data information standards are not followed impacting compliance, traceability and understanding of data. |
MEASUREMENT
Data risk is measured through a series of quantitative and qualitative indicators, aligned to key sources of data risk for the Group covering data governance, data management and data privacy and ethics. In addition to risk appetite measures and limits, data risks and controls are monitored and governed on a monthly basis through divisional risk committees. Significant issues are escalated to Group Risk Committee.
MITIGATION
Data risk is a key component of the Group’s enterprise risk management framework, where the focus is on the end to end management of data risk. This ensures that risks are identified, measured, managed, monitored and reported using the risk and control self-assessment process. Significant investment has been made to enhance the maturity of data risk management in recent years. In addition to the General Data Protection programme which delivered the necessary infrastructure to achieve compliance with the new regulations in May 2018, a number of other large investments and remediation projects include:
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Enhancing capability by investing in professional training for data privacy managers. |
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Enhancing assurance over of suppliers. |
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Delivered enhanced controls and processes for data retention and destruction, deleting large volumes of historic over-retained data. |
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Delivering increased level of data maturity against the Data Management Capability Assessment Model. |
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Where required, these projects have also delivered enhancements to colleague and client training, vetting procedures and access controls processes. |
MONITORING
Data risk is governed through divisional risk committees and significant issues are escalated to Group Risk Committee, in accordance with the Group’s enterprise risk management framework. Risk exposures are discussed at divisional risk committees, where oversight, challenge and reporting are completed to assess the effectiveness of controls. Remedial action is recommended, if required. All material data risk events are escalated in accordance with the Group Operational Risk policy and Data risk policies to the respective divisional Managing Directors and Conduct, Compliance and Operational Risk, including, where personal data is concerned, the Group Data Protection Officer. In addition, Group-wide data risk issues and the top data risks that Group faces are discussed at Group Data Committee.
A number of activities support the close monitoring of data risk including:
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Design and monitoring of data risk appetite metrics, including key risk indicators and key performance indicators. |
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Monitoring and reporting of progress against the Data Capability Assessment Model. |
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Monitoring of significant data related issues. |
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Identification and effective mitigation of data risk when planning and implementing transformation or business change. |
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Implementation of effective controls to mitigate data risk, including data privacy, ethics, data management and records management. |
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Effective monitoring and testing of compliance with data privacy and data management regulatory requirements. For example GDPR and Basel Committee on Banking Supervision (BCBS 239) requirements. |
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Horizon scanning for changes in the external environment, including but not limited to changes to laws, rules and regulations. |
DEFINITION
Operational resilience risk is defined as the risk that the Group fails to design resilience into business operations, underlying infrastructure and controls (people, process, technology) so that it is able to withstand external or internal events which could impact the continuation of operations, and/or fails to respond in a way which meets customer and stakeholder expectations and needs when the continuity of operations is compromised.
EXPOSURES
Ineffective operational resilience risk management could lead to vital services not being available to customers, and in extreme circumstances, bank failure could result. The Group has in place a transparent and effective operating model to identify and monitor critical business processes from a customer, Group and financial industry perspective. The failure to adequately build resilience into a critical business process may occur in a variety of ways, including:
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The Group being overly reliant on one location to deliver a critical business process. |
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The Group not having an adequate succession plan in place for designated subject matter experts. |
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The Group being overly reliant on a supplier which fails to provide a service. |
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A weakness in the Group’s cyber or security defences leaving it vulnerable to an attack. |
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The Group failing to upgrade its IT systems and leaving them vulnerable to failure. |
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Operational resilience and damage to physical assets including: terrorist acts, other acts of war or hostility, geopolitical, pandemic or other such events. |
Effective operational resilience ensures the Group designs resilience into its systems, is able to withstand and/or recover from a significant unexpected event occurring and can continue to provide services to its customers. A significant outage could result in customers being unable to access accounts or conduct transactions, which as well as presenting significant reputational risk for the Group would negatively impact the Group’s purpose of Helping Britain Prosper. Operational resilience is also an area of continued regulatory and industry focus, similar in importance to financial resilience.
Failure to manage operational resilience effectively could impact the following other risk categories:
|
Regulatory compliance – non-compliance with new/existing operational resilience regulations, for example, through failure to identify emerging regulation or not embedding regulatory requirements within the Group’s policies, processes and procedures. |
|
Operational risk – being unable to safely provide customers with business services. |
|
Conduct risk – an operational resilience failure may render the Group liable to fines from the FCA for poor conduct. |
|
Market risk – the Group being unable to provide key services could have ramifications for the wider market and could impact share price. |
MEASUREMENT
Operational resilience risk is managed across the Group through the Group’s enterprise risk management framework and Operational risk policies. The Group’s enterprise risk management framework includes a risk and control self-assessment process, risk impact likelihood matrix, key risk and control indicators, risk appetite, a robust incident management and escalation process, scenario analysis and an operational losses process. Board risk appetite metrics are in place and are well understood. These specific measures are subject to ongoing monitoring and reporting, including a mandatory review of thresholds on at least an annual basis. To strengthen the management of operational resilience risk, the Group mobilised an operational resilience enhancement programme which is designed to focus on end to end resilience and the management of key risks to critical processes.
MITIGATION
The Group has increased its focus on operational resilience and has updated its operational resilience strategy to reflect changing priorities of both customers and regulators. The Group is carefully considering the publication of the consultation paper by the FCA, PRA and Bank of England (December 2019). Focus will be given to ensure that the Group’s strategy and approach to operational resilience aligns with industry thinking and expectation. At the core of its approach to operational resilience are the Group’s critical business processes which drive all activity, including further mapping of the processes to identify any additional resilience requirements such as impact tolerances in the event of a service outage. The Group continues to develop playbooks that guide its response to a range of interruptions from internal and external threats and tests these through scenario-based testing and exercising.
The Group’s strategic review considers the changing risk management requirements, adapting the change delivery model to be more agile and develop the people skills and capabilities needed to be a ‘Bank of the Future’. The Group continues to review and invest in its control environment to ensure it addresses the risks it faces. Risks are reported and discussed at local governance forums and escalated to executive management and Board as appropriate. The Group employs a range of risk management strategies, including: avoidance, mitigation, transfer (including insurance) and acceptance. Where there is a reliance on third-party suppliers to provide services, the Group’s sourcing policy ensures that outsourcing initiatives follow a defined process including due diligence, risk evaluation and ongoing assurance.
Mitigating actions to the principal operational resilience risk are:
|
Cyber: the threat landscape associated with cyber risk continues to evolve and there is significant regulatory attention on this subject. The Board continues to invest heavily to protect the Group from cyber-attacks. Investment continues to focus on improving the Group’s approach to identity and access management, improving capability to detect and respond to cyber-attacks and improved ability to manage vulnerabilities across the estate. |
|
IT resilience: the Group continues to optimise its approach to IT and operational resilience by investing in technology improvements and enhancing the resilience of systems that support the Group’s critical business processes, primarily through the technology resilience programme, with independent verification of progress on an annual basis. The Board recognises the role that resilient technology plays in achieving the Group’s strategy of becoming the best bank for customers and in maintaining banking services across the wider industry. As such, the Board dedicates considerable time and focus to this subject at both the Board and the Board Risk Committee, and continues to sponsor key investment programmes that enhance resilience. |
|
People: the Group acknowledges the risks associated to the failure to maintain appropriately skilled and available colleagues. The Group continues to optimise its approach to ensure that where applicable, colleagues are capable of supporting a critical business process. Key controls and processes are regularly reported to committee(s) and alignment to the Group Strategic Review is closely monitored. |
|
Property: the Group’s property portfolio remains a key focus in ensuring resilience requirements are appropriately maintained. Processes are in place to identify key buildings where a critical business process is performed. Depending on criticality, a number of mitigating controls are in place to manage the risk of severe critical business process disruption. The Group remains committed to investment in the upkeep of the property portfolio, primarily through the Group Property upkeep investment programme. |
|
Sourcing: the threat landscape associated with third party suppliers and the critical services they provide continues to receive a significant amount |
51 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
of regulatory attention. The Group acknowledges the importance demonstrating control and responsibility for those critical business services which could cause significant harm to our customers. Risks and controls are regularly reported through committee(s) and is further supported via the mobilisation of the Sourcing enterprise programme. |
MONITORING
Monitoring and reporting of operational resilience risk is undertaken at Board, Group, entity and divisional committees. Each committee monitors key risks, control effectiveness, key risk and control indicators, events, operational losses, risk appetite metrics and the results of independent testing conducted by the Risk division and/or Group Internal Audit.
The Group maintains a formal approach to operational resilience risk event escalation, whereby material events are identified, captured and escalated. Root causes are determined, and action plans put in place to ensure an optimum level of control to keep customers and the business safe, reduce costs, and improve efficiency.
DEFINITION
The risks which result from strategic plans which do not adequately reflect trends in external factors, ineffective business strategy execution, or failure to respond in a timely manner to external environments or changes in stakeholder behaviours and expectations.
EXPOSURES
The Group faces significant risks due to the changing regulatory and competitive environments in the financial services sector, with an increased pace, scale and complexity of change. Customers, shareholders and employees expectations continue to evolve, with indications that current societal trends may accelerate, impacting the Group’s ability to respond accordingly, and negatively impacting the Group’s relevance in society.
MEASUREMENT
The Group assesses and monitors the impact of the strategic risk implications of new business, product entries and other strategic initiatives, as part of the business planning processes and stress testing scenarios.
MITIGATION
The Group has a number of mitigating actions to manage strategic risk, including:
|
Continued digitisation of customer journeys, thereby enabling the delivery of market leading customer experiences that are seamless, accessible and personal. |
|
Robust operating and contingency planning to ensure potential impacts of strategic initiatives and external drivers are mitigated. |
|
Continued focus on increasing the efficiency of the Group’s operations to ensure investment capacity, responsiveness and effectiveness to respond to external trends. |
|
Development of a compelling colleague proposition to continue to attract talent to the Group. |
MONITORING
A review of the Group’s emerging and strategic risks, which includes the risks to the current strategic review and the mitigating actions, is undertaken on an annual basis and the findings are reported to the Group and Board Risk Committees.
DEFINITION
Credit risk is defined as the risk that parties with whom the Group has contracted fail to meet their financial obligations (both on and off-balance sheet).
EXPOSURES
The principal sources of credit risk within the Group arise from loans and advances, contingent liabilities, commitments, debt securities and derivatives to customers, financial institutions and sovereigns. The credit risk exposures of the Group are set out in note 53 on page F-99.
In terms of loans and advances, (for example mortgages, term loans and overdrafts) and contingent liabilities (for example credit instruments
such as guarantees and documentary letters of credit), credit risk arises both from amounts advanced and commitments to extend credit to a customer or bank. With respect to commitments to extend credit, the Group is also potentially exposed to an additional loss up to an amount equal to the total unutilised commitments. However, the likely amount of loss may be less than the total unutilised commitments, as most retail and certain commercial lending commitments may be cancelled based on regular assessment of the prevailing creditworthiness of customers. Most commercial term commitments are also contingent upon customers maintaining specific credit standards.
Credit risk also arises from debt securities and derivatives. The total notional principal amount of interest rate, exchange rate, credit derivative and other contracts outstanding at 31 December 2019 is shown on page 67. The notional principal amount does not, however, represent the Group’s credit risk exposure, which is limited to the current cost of replacing contracts with a positive value to the Group. Such amounts are reflected in note 53 on page F-99.
Additionally, credit risk arises from leasing arrangements where the Group is the lessor. Note 2(J) on page F-17 provides details on the Group’s approach to the treatment of leases.
Credit risk exposures in the Insurance and Wealth division relate mostly to bond and loan assets which, together with some related swaps, are used to fund annuity commitments within Shareholder funds; plus balances held in liquidity funds to manage Insurance division’s liquidity requirements, and exposure to reinsurers.
The investments held in the Group’s defined benefit pension schemes also expose the Group to credit risk. Note 36 on page F-63 provides further information on the defined benefit pension schemes’ assets and liabilities.
Loans and advances, contingent liabilities, commitments, debt securities and derivatives also expose the Group to refinance risk. Refinance risk is the possibility that an outstanding exposure cannot be repaid at its contractual maturity date. If the Group does not wish to refinance the exposure then there is refinance risk if the obligor is unable to repay by securing alternative finance. This may occur for a number of reasons which may include: the borrower is in financial difficulty, because the terms required to refinance are outside acceptable appetite at the time or the customer is unable to refinance externally due to a lack of market liquidity. Refinance risk exposures are managed in accordance with the Group’s existing credit risk policies, processes and controls, and are not considered to be material given the Group’s prudent and through the cycle credit risk appetite. Where heightened refinance risk exists exposures are minimised through intensive account management and, where appropriate, are classed as impaired and/or forborne.
MEASUREMENT
The process for credit risk identification, measurement, and control is integrated into the Board-approved framework for credit risk appetite and governance.
Credit risk is measured from different perspectives using a range of appropriate modelling and scoring techniques at a number of levels of granularity, including total balance sheet, individual portfolio, pertinent concentrations and individual customer – for both new business and existing lending. Key metrics, such as total exposure, risk-weighted assets, new business quality, concentration risk and portfolio performance, are reported monthly to Risk Committees.
Measures such as expected credit loss (ECL), risk-weighted assets, observed credit performance, predicted credit quality (usually from predictive credit scoring models), collateral cover and quality, and other credit drivers (such as cash flow, affordability, leverage and indebtedness) are used to enable effective risk measurement across the Group.
In addition, stress testing and scenario analysis are used to estimate impairment losses and capital demand forecasts for both regulatory and internal purposes and to assist in the formulation of credit risk appetite.
As part of the ‘three lines of defence’ model, Risk division is the second line of defence providing oversight and independent challenge to key risk decisions taken by business management. Risk division also tests the effectiveness of credit risk management and internal credit risk controls. This includes ensuring that the control and monitoring of higher risk and vulnerable portfolios and sectors is appropriate and confirming that appropriate loss allowances for impairment are in place. Output from these reviews helps to inform credit risk appetite and credit policy.
As the third line of defence, Group Internal Audit undertakes regular risk-based reviews to assess the effectiveness of Credit risk management and controls.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MITIGATION
The Group uses a range of approaches to mitigate Credit risk.
Prudent, through the cycle credit principles, risk policies and appetite statements: the independent Risk division sets out the credit principles, credit risk policies and credit risk appetite statements. These are subject to regular review and governance, with any changes subject to an approval process. Risk teams monitor credit performance trends and the outlook. Risk teams also test the adequacy of and adherence to credit risk policies and processes throughout the Group. This includes tracking portfolio performance against an agreed set of credit risk appetite tolerances.
Robust models and controls: see model risk on page 108.
Limitations on concentration risk: there are portfolio controls on certain industries, sectors and products to reflect risk appetite as well as individual, customer and bank limit risk tolerances. Credit policies and appetite statements are aligned to the Group’s risk appetite and restrict exposure to higher risk countries and potentially vulnerable sectors and asset classes. Note 18 on page F-99 provides an analysis of loans and advances to customers by industry (for commercial customers) and product (for retail customers). Exposures are monitored to prevent both an excessive concentration of risk and single name concentrations. These concentration risk controls are not necessarily in the form of a maximum limit on exposure, but may instead require new business in concentrated sectors to fulfil additional minimum policy and/or guideline requirements. The Group’s largest credit limits are regularly monitored by the Board Risk Committee and reported in accordance with regulatory requirements.
Defined country risk management framework: the Board sets a broad maximum country risk appetite. Within this, the Executive Credit Approval Committee approves the Group country risk framework and sovereign limits on an annual basis. Risk based appetite for all countries is set within the independent Risk division, taking into account economic, financial, political and social factors as well as the approved business and strategic plans of the Group.
Specialist expertise: credit quality is managed and controlled by a number of specialist units within the business and Risk division, which provide for example: intensive management and control; security perfection; maintenance of customer and facility records; expertise in documentation for lending and associated products; sector-specific expertise; and legal services applicable to the particular market segments and product ranges offered by the Group.
Stress testing: the Group’s credit portfolios are subject to regular stress testing. In addition to the Group led, PRA, EBA and other regulatory stress tests, exercises focused on individual divisions and portfolios are also performed. For further information on stress testing process, methodology and governance see page 48.
Frequent and robust Credit risk oversight and assurance: oversight and assurance of credit risk is undertaken by independent credit risk oversight functions operating within the Risk division which are part of the Group’s second line of defence. Their primary objective is to provide reasonable and independent oversight that credit risk is being effectively managed and to ensure that appropriate controls are in place and being adhered to. Group Internal Audit also provides assurance to the Board Audit Committee on the effectiveness of credit risk management controls across the Group’s activities.
Collateral
The principal types of acceptable collateral include:
|
residential and commercial properties; |
|
charges over business assets such as premises, inventory and accounts receivable; |
|
financial instruments such as debt securities; |
|
vehicles; |
|
cash; and |
|
guarantees received from third-parties. |
The Group maintains appetite parameters on the acceptability of specific classes of collateral.
For non-mortgage retail lending to small businesses, collateral may include second charges over residential property and the assignment of life cover.
Collateral held as security for financial assets other than loans and advances is determined by the nature of the underlying exposure. Debt securities, including treasury and other bills, are generally unsecured, with the exception of asset-backed securities and similar instruments such as covered bonds, which are secured by portfolios of financial assets. Collateral is generally not held against loans and advances to financial
institutions. However, securities are held as part of reverse repurchase or securities borrowing transactions or where a collateral agreement has been entered into under a master netting agreement. Derivative transactions with financial counterparties are typically collateralised under a Credit Support Annex (CSA) in conjunction with the International Swaps and Derivatives Association (ISDA) Master Agreement. Derivative transactions with non-financial customers are not usually supported by a CSA.
The requirement for collateral and the type to be taken at origination will be based upon the nature of the transaction and the credit quality, size and structure of the borrower. For non-retail exposures if required, the Group will often seek that any collateral include a first charge over land and buildings owned and occupied by the business, a debenture over the assets of a company or limited liability partnership, personal guarantees, limited in amount, from the directors of a company or limited liability partnership and key man insurance. The Group maintains policies setting out which types of collateral valuation are acceptable, maximum loan to value (LTV) ratios and other criteria that are to be considered when reviewing an application. Other than for project finance, object finance and income-producing real estate where charges over the subject assets are required, the provision of collateral will not determine the outcome of an application. Notwithstanding this, the fundamental business proposition must evidence the ability of the business to generate funds from normal business sources to repay a customer or counterparty’s financial commitment, rather than reliance on the disposal of any security provided.
The extent to which collateral values are actively managed will depend on the credit quality and other circumstances of the obligor and type of underlying transaction. Although lending decisions are primarily based on expected cash flows, any collateral provided may impact the pricing and other terms of a loan or facility granted. This will have a financial impact on the amount of net interest income recognised and on internal loss given default estimates that contribute to the determination of asset quality and returns.
The Group requires collateral to be realistically valued by an appropriately qualified source, independent of both the credit decision process and the customer, at the time of borrowing. In certain circumstances, for Retail residential mortgages this may include the use of automated valuation models based on market data, subject to accuracy criteria and LTV limits. Where third-parties are used for collateral valuations, they are subject to regular monitoring and review. Collateral values are subject to review, which will vary according to the type of lending, collateral involved and account performance. Such reviews are undertaken to confirm that the value recorded remains appropriate and whether revaluation is required, considering for example, account performance, market conditions and any information available that may indicate that the value of the collateral has materially declined. In such instances, the Group may seek additional collateral and/or other amendments to the terms of the facility. The Group adjusts estimated market values to take account of the costs of realisation and any discount associated with the realisation of the collateral when estimating credit losses.
The Group considers risk concentrations by collateral providers and collateral type with a view to ensuring that any potential undue concentrations of risk are identified and suitably managed by changes to strategy, policy and/or business plans.
The Group seeks to avoid correlation or wrong-way risk where possible. Under the Group’s repurchase (repo) policy, the issuer of the collateral and the repo counterparty should be neither the same nor connected. The same rule applies for derivatives. Risk division has the necessary discretion to extend this rule to other cases where there is significant correlation. Countries with a rating equivalent to AA- or better may be considered to have no adverse correlation between the counterparty domiciled in that country and the country of risk (issuer of securities).
Refer to note 53 on page F-117 for further information on collateral.
Additional mitigation for Retail customers
The Group uses a variety of lending criteria when assessing applications for mortgages and unsecured lending. The general approval process uses credit acceptance scorecards and involves a review of an applicant’s previous credit history using internal data and information held by Credit Reference Agencies (CRA).
The Group also assesses the affordability and sustainability of lending for each borrower. For secured lending this includes use of an appropriate stressed interest rate scenario. Affordability assessments for all lending are compliant with relevant regulatory and conduct guidelines. The Group takes reasonable steps to validate information used in the assessment of a customer’s income and expenditure.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
In addition, the Group has in place quantitative limits such as maximum limits for individual customer products, the level of borrowing to income and the ratio of borrowing to collateral. Some of these limits relate to internal approval levels and others are policy limits above which the Group will typically reject borrowing applications. The Group also applies certain criteria that are applicable to specific products for example applications for buy-to-let mortgages.
For UK mortgages, the Group’s policy permits owner occupier applications with a maximum loan to value (LTV) of 95 per cent. This can increase to 100 per cent for specific products where additional security is provided by a supporter of the applicant and held on deposit by the Group. Applications with an LTV above 90 per cent are subject to enhanced underwriting criteria, including higher scorecard cut-offs and loan size restrictions.
Buy-to-let mortgages within Retail are limited to a maximum loan size of £1,000,000 and 75 per cent LTV. Buy-to-let applications must pass a minimum rental cover ratio of 125 per cent under stressed interest rates, after applicable tax liabilities. Portfolio landlords (customers with four or more mortgaged buy-to-let properties) are subject to additional controls including evaluation of overall portfolio resilience.
The Group’s policy is to reject any application for a lending product where a customer is registered as bankrupt or insolvent, or has a recent County Court Judgment or financial default registered at a CRA used by the Group above de minimis thresholds. In addition, the Group typically rejects applicants where total unsecured debt, debt-to-income ratios, or other indicators of financial difficulty exceed policy limits.
Where credit acceptance scorecards are used, new models, model changes and monitoring of model effectiveness are independently reviewed and approved in accordance with the governance framework set by the Group Model Governance Committee.
Additional mitigation for Commercial customers
Individual credit assessment and independent sanction of customer and bank limits: with the exception of small exposures to SME customers where certain relationship managers have limited delegated sanctioning authority, credit risk in commercial customer portfolios is subject to sanction by the independent Risk division, which considers the strengths and weaknesses of individual transactions, the balance of risk and reward, and how credit risk aligns to the Group and Divisional risk appetite. Exposure to individual counterparties, groups of counterparties or customer risk segments is controlled through a tiered hierarchy of delegated sanctioning authorities and risk based recommended maximum limit parameters. Approval requirements for each decision are based on a number of factors including, but not limited to, the transaction amount, the customer’s aggregate facilities, credit policy, risk appetite, credit risk ratings and the nature and term of the risk. The Group’s credit risk appetite criteria for counterparty and customer loan Underwriting is generally the same as that for loans intended to be held to maturity. All hard loan/bond Underwriting must be sanctioned by Risk division. A pre-approved credit matrix may be used for ‘best efforts’ underwriting.
Counterparty credit limits: limits are set against all types of exposure in a counterparty name, in accordance with an agreed methodology for each exposure type. This includes credit risk exposure on individual derivatives and securities financing transactions, which incorporates potential future exposures from market movements against agreed confidence intervals. Aggregate facility levels by counterparty are set and limit breaches are subject to escalation procedures.
Daily settlement limits: settlement risk arises in any situation where a payment in cash, securities or equities is made in the expectation of a corresponding receipt in cash, securities or equities. Daily settlement limits are established for each relevant counterparty to cover the aggregate of all settlement risk arising from the Group’s market transactions on any single day. Where possible, the Group uses Continuous Linked Settlement in order to reduce FX settlement risk.
Master netting agreements
It is credit policy that a Group approved master netting agreement must be used for all derivative and traded product transactions and must be in place prior to trading, with separate documentation required for each Group entity providing facilities. This requirement extends to trades with clients and the counterparties used for the Bank’s own hedging activities, which may also include clearing trades with Central Counterparties (CCPs). Any exceptions must be approved by the appropriate credit sanctioner. Master netting agreements do not generally result in an offset of balance sheet assets and liabilities for accounting purposes, as transactions are usually settled on a gross basis. However, within relevant jurisdictions and for appropriate counterparty types, master nettings agreements do reduce
the credit risk to the extent that, if an event of default occurs, all trades with the counterparty may be terminated and settled on a net basis. The Group’s overall exposure to credit risk on derivative instruments subject to master netting agreements can change substantially within a short period, since this is the net position of all trades under the master netting agreement.
Other credit risk transfers
The Group also undertakes asset sales, credit derivative based transactions, securitisations (including Significant Risk Transfer transactions), purchases of credit default swaps and purchase of credit insurance as a means of mitigating or reducing credit risk and/or risk concentration, taking into account the nature of assets and the prevailing market conditions.
MONITORING
In conjunction with Risk division, businesses identify and define portfolios of credit and related risk exposures and the key behaviours and characteristics by which those portfolios are managed and monitored. This entails the production and analysis of regular portfolio monitoring reports for review by senior management. Risk division in turn produces an aggregated view of credit risk across the Group, including reports on material credit exposures, concentrations, concerns and other management information, which is presented to the divisional risk committees, Group Risk Committee and the Board Risk Committee.
Models
The performance of all models used in credit risk is monitored in line with the Group’s model governance framework – see model risk on page 108.
Intensive care of customers in financial difficulty
The Group operates a number of solutions to assist borrowers who are experiencing financial stress. The material elements of these solutions through which the Group has granted a concession, whether temporarily or permanently, are set out below.
Forbearance
The Group’s aim in offering forbearance and other assistance to customers in financial distress is to benefit both the customer and the Group by supporting its customers and acting in their best interests by, where possible, bringing customer facilities back into a sustainable position.
The Group offers a range of tools and assistance to support customers who are encountering financial difficulties. Cases are managed on an individual basis, with the circumstances of each customer considered separately and the action taken judged as being appropriate and sustainable for both the customer and the Group.
Forbearance measures consist of concessions towards a debtor that is experiencing or about to experience difficulties in meeting its financial commitments. This can include modification of the previous terms and conditions of a contract or a total or partial refinancing of a troubled debt contract, either of which would not have been required had the debtor not been experiencing financial difficulties.
The provision and review of such assistance is controlled through the application of an appropriate policy framework and associated controls. Regular review of the assistance offered to customers is undertaken to confirm that it remains appropriate, alongside monitoring of customers’ performance and the level of payments received.
The Group classifies accounts as forborne at the time a customer in financial difficulty is granted a concession. Non-performing exposures can be reclassified as Performing Forborne after a minimum 12 month cure period, providing there are no past due amounts or concerns regarding the full repayment of the exposure. A minimum of a further 24 months must pass from the date the forborne exposure was reclassified as Performing Forborne before the account can exit forbearance. If conditions to exit forbearance are not met at the end of this probation period, the exposure shall continue to be identified as forborne until all the conditions are met.
The Group’s treatment of loan renegotiations is included in the impairment policy in note 2(H) on page F-16.
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Customers receiving support from UK government sponsored programmes
To assist customers in financial distress, the Group participates in UK government sponsored programmes for households, including the Income Support for Mortgage Interest programme, under which the government pays the Group all or part of the interest on the mortgage on behalf of the customer. This is provided as a government loan which the customer must repay.
THE GROUP CREDIT RISK PORTFOLIO IN 2019
Overview
|
Credit quality remains strong despite an uncertain environment |
|
The Group’s loan portfolios continue to be well positioned, reflecting the Group’s effective risk management and continue to benefit from a low interest rate environment |
|
The net asset quality ratio increased to 29 basis points (2018: 21 basis points) as did the impairment charge to £1,291 million (2018: £937 million). This was primarily driven by material charges against two corporate cases in Commercial Banking, along with some weakening in used car prices in Retail |
|
Stage 2 loans as a proportion of total loans and advances to customers increased by 0.5 percentage points to 5.7 per cent (31 December 2018: 5.2 per cent) |
|
Stage 2 expected credit loss allowances as a percentage of drawn balances (coverage) decreased to 3.8 per cent (31 December 2018: 4.2 per cent), largely driven by a reduction in expected credit loss (ECL) |
allowances in SME due to an enhanced approach to loan amortisation within the IFRS 9 model and a number of other model refinements | |
|
Stage 3 loans as a proportion of total loans and advances to customers was unchanged at 1.2 per cent (31 December 2018: 1.2 per cent), with Stage 3 loans and advances up £0.3 billion to £6.0 billion. Coverage of Stage 3 drawn balances reduced to 25.0 per cent (31 December 2018: 28.4 per cent), largely as a result of a reassessment of performance of Secured cases in long-term default and a change in the mix of Commercial assets due to write-offs and the transfer in of cases with lower likelihood of net loss |
Low risk culture and prudent risk appetite
|
The Group continues to take a prudent approach to credit risk, with robust credit quality and affordability controls at origination and a prudent through the cycle credit risk appetite |
|
Although not immune, credit portfolios are well positioned against an uncertain economic outlook and potential market volatility, including that related to the UK’s exit from the EU |
|
The Group continues to grow lending to targeted segments in line with strategy, without relaxing credit criteria |
|
The Group’s effective risk management seeks to ensure early identification and management of customers and counterparties who may be showing signs of distress |
|
Sector concentrations within the portfolios are closely monitored and controlled, with mitigating actions taken where appropriate. Sector and product caps limit exposure to certain higher risk and vulnerable sectors and asset classes |
Table D: | Group impairment charge |
Loans
and advances to banks and other assets £m |
Loans
and advances to customers £m |
Financial
assets at fair value through other comprehensive income £m |
Undrawn
balances £m |
2019
Total £m |
2018¹
£m |
|||||||||||||||||||
Retail | – | 1,063 | – | (25 | ) | 1,038 | 861 | |||||||||||||||||
Commercial Banking | – | 297 | (1 | ) | 10 | 306 | 71 | |||||||||||||||||
Insurance and Wealth | 5 | – | – | – | 5 | 1 | ||||||||||||||||||
Central Items | – | (53 | ) | – | – | (53 | ) | 4 | ||||||||||||||||
Total impairment charge | 5 | 1,307 | (1 | ) | (15 | ) | 1,296 | 937 | ||||||||||||||||
Asset quality ratio | 0.29 | % | 0.21 | % | ||||||||||||||||||||
Gross asset quality ratio | 0.37 | % | 0.28 | % |
1 | Prior period segmental comparatives restated. See note 4 on page F-25. |
Group loans and advances to customers
The following pages contain analysis of the Group’s loans and advances to customers by sub-portfolio. Loans and advances to customers are categorised into the following stages:
Stage 1 assets comprise of newly originated assets (unless purchased or originated credit impaired), as well as those which have not experienced a significant increase in credit risk. These assets carry an expected credit loss allowance equivalent to the expected credit losses that result from those default events that are possible within 12 months of the reporting date (12 month expected credit losses).
Stage 2 assets are those which have experienced a significant increase in credit risk since origination. These assets carry an expected credit loss allowance equivalent to the expected credit losses arising over the lifetime of the asset (lifetime expected credit losses).
Stage 3 assets have either defaulted or are otherwise considered to be credit impaired. These assets carry a lifetime expected credit loss.
Purchased or originated credit impaired assets (POCI) are those that have been originated or acquired in a credit impaired state. This includes within the definition of credit impaired the purchase of a financial asset at a deep discount that reflects impaired credit losses.
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Table E: | Group loans and advances to customers |
Total
£m |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Stage 3
as % of total % |
|||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||
Retail | 344,218 | 305,502 | 22,518 | 2,484 | 13,714 | 0.7 | ||||||||||||||||||
Commercial Banking | 96,763 | 87,323 | 5,993 | 3,447 | – | 3.6 | ||||||||||||||||||
Insurance and Wealth | 862 | 753 | 32 | 77 | – | 8.9 | ||||||||||||||||||
Central items | 56,404 | 56,397 | – | 7 | – | – | ||||||||||||||||||
Total gross lending | 498,247 | 449,975 | 28,543 | 6,015 | 13,714 | 1.2 | ||||||||||||||||||
Expected credit loss allowance on drawn balances | (3,259 | ) | (675 | ) | (995 | ) | (1,447 | ) | (142 | ) | ||||||||||||||
Net balance sheet carrying value | 494,988 | 449,300 | 27,548 | 4,568 | 13,572 | |||||||||||||||||||
Expected credit loss allowances (drawn and undrawn) as a percentage of gross lending (%)1 | 0.7 | 0.2 | 3.8 | 25.0 | 1.0 | |||||||||||||||||||
At 31 December 20182 | ||||||||||||||||||||||||
Retail | 341,682 | 305,160 | 18,741 | 2,390 | 15,391 | 0.7 | ||||||||||||||||||
Commercial Banking | 101,824 | 92,002 | 6,592 | 3,230 | – | 3.2 | ||||||||||||||||||
Insurance and Wealth | 865 | 804 | 6 | 55 | – | 6.4 | ||||||||||||||||||
Central items | 43,637 | 43,565 | 6 | 66 | – | 0.2 | ||||||||||||||||||
Total gross lending | 488,008 | 441,531 | 25,345 | 5,741 | 15,391 | 1.2 | ||||||||||||||||||
Expected credit loss allowance on drawn balances | (3,150 | ) | (525 | ) | (994 | ) | (1,553 | ) | (78 | ) | ||||||||||||||
Net balance sheet carrying value | 484,858 | 441,006 | 24,351 | 4,188 | 15,313 | |||||||||||||||||||
Expected credit loss allowances (drawn and undrawn) as a percentage of gross lending (%)1 | 0.7 | 0.1 | 4.2 | 28.4 | 0.5 |
1 | Stage 3 ECL allowances as a percentage of drawn balances are calculated excluding loans in recoveries in Retail of £205 million (31 December 2018: £250 million). |
2 | Prior period segmental comparatives restated. See note 4 on page F-25. |
Table F: | Group’s total expected credit loss allowance |
At
31 Dec 2019 £m |
At
31 Dec 2018 £m |
|||||||
Customer related balances | ||||||||
Drawn | 3,259 | 3,150 | ||||||
Undrawn | 177 | 193 | ||||||
3,436 | 3,343 | |||||||
Other assets | 19 | 19 | ||||||
Total expected credit loss allowance | 3,455 | 3,362 |
56 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table G: | Group expected credit loss allowances (drawn and undrawn) as a percentage of loans and advances to customers |
Total | Stage 1 | Stage 2 | Stage 3 |
Purchased or
originated credit-impaired |
||||||||||||||||||||||||||||||||||||
£m |
As % of
drawn balances % |
£m |
As % of
drawn balances % |
£m |
As % of
drawn balances % |
£m |
As % of
drawn balances1 % |
£m |
As % of
drawn balances % |
|||||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||||||
Retail | 2,090 | 0.6 | 639 | 0.2 | 819 | 3.6 | 490 | 21.5 | 142 | 1.0 | ||||||||||||||||||||||||||||||
Commercial Banking | 1,313 | 1.4 | 115 | 0.1 | 252 | 4.2 | 946 | 27.4 | – | – | ||||||||||||||||||||||||||||||
Insurance and Wealth | 17 | 2.0 | 6 | 0.8 | 1 | 3.1 | 10 | 13.0 | – | – | ||||||||||||||||||||||||||||||
Central items | 16 | – | 10 | – | – | – | 6 | 85.7 | – | – | ||||||||||||||||||||||||||||||
Total | 3,436 | 0.7 | 770 | 0.2 | 1,072 | 3.8 | 1,452 | 25.0 | 142 | 1.0 | ||||||||||||||||||||||||||||||
At 31 December 20182 | ||||||||||||||||||||||||||||||||||||||||
Retail | 1,768 | 0.5 | 493 | 0.2 | 713 | 3.8 | 484 | 22.6 | 78 | 0.5 | ||||||||||||||||||||||||||||||
Commercial Banking | 1,486 | 1.5 | 111 | 0.1 | 338 | 5.1 | 1,037 | 32.1 | – | – | ||||||||||||||||||||||||||||||
Insurance and Wealth | 18 | 2.1 | 6 | 0.7 | 1 | 16.7 | 11 | 20.0 | – | – | ||||||||||||||||||||||||||||||
Central items | 71 | 0.2 | 38 | 0.1 | 6 | 100.0 | 27 | 40.9 | – | – | ||||||||||||||||||||||||||||||
Total | 3,343 | 0.7 | 648 | 0.1 | 1,058 | 4.2 | 1,559 | 28.4 | 78 | 0.5 |
1 | Stage 3 ECL allowances as a percentage of drawn balances are calculated excluding loans in recoveries in Retail of £205 million (31 December 2018: £250 million). |
2 | Prior period segmental comparatives restated. See note 4 on page F-25. |
Table H: | Group Stage 2 loans and advances to customers |
Total | Up to date | 1-30 days past due | Over 30 days past due | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PD movements | Other1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross
lending £m |
ECL
£m |
As % of
gross lending % |
Gross
lending £m |
ECL
£m |
As % of
gross lending % |
Gross
lending £m |
ECL
£m |
As % of
gross lending % |
Gross
lending £m |
ECL
£m |
As % of
gross lending % |
Gross
lending £m |
ECL
£m |
As % of
gross lending % |
||||||||||||||||||||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retail | 22,518 | 819 | 3.6 | 13,359 | 341 | 2.6 | 4,959 | 238 | 4.8 | 2,373 | 130 | 5.5 | 1,827 | 110 | 6.0 | |||||||||||||||||||||||||||||||||||||||||||||
Commercial Banking | 5,993 | 252 | 4.2 | 3,911 | 179 | 4.6 | 1,700 | 64 | 3.8 | 117 | 8 | 6.8 | 265 | 1 | 0.4 | |||||||||||||||||||||||||||||||||||||||||||||
Insurance and Wealth | 32 | 1 | 3.1 | – | – | – | 28 | 1 | 3.6 | 1 | – | – | 3 | – | – | |||||||||||||||||||||||||||||||||||||||||||||
Central items | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
Total | 28,543 | 1,072 | 3.8 | 17,270 | 520 | 3.0 | 6,687 | 303 | 4.5 | 2,491 | 138 | 5.5 | 2,095 | 111 | 5.3 | |||||||||||||||||||||||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retail | 18,741 | 713 | 3.8 | 10,017 | 248 | 2.5 | 4,488 | 250 | 5.6 | 2,441 | 113 | 4.6 | 1,795 | 102 | 5.7 | |||||||||||||||||||||||||||||||||||||||||||||
Commercial Banking | 6,592 | 338 | 5.1 | 4,169 | 177 | 4.2 | 1,851 | 110 | 5.9 | 455 | 42 | 9.2 | 117 | 9 | 7.7 | |||||||||||||||||||||||||||||||||||||||||||||
Insurance and Wealth | 6 | 1 | 16.7 | 3 | – | – | 1 | – | – | – | – | – | 2 | 1 | 50.0 | |||||||||||||||||||||||||||||||||||||||||||||
Central items | 6 | 6 | 100.0 | – | – | – | 6 | 6 | 100.0 | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
Total | 25,345 | 1,058 | 4.2 | 14,189 | 425 | 3.0 | 6,346 | 366 | 5.8 | 2,896 | 155 | 5.4 | 1,914 | 112 | 5.9 |
1 | Includes forbearance, client and product-specific indicators not reflected within quantitative probability of default assessments. |
57 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The Group’s assessment of a significant increase in credit risk, and resulting categorisation of Stage 2, includes customers moving into early arrears as well as a broader assessment that an up to date customer has experienced a level of deterioration in credit risk since origination. A more sophisticated assessment is required for up to date customers, which varies across divisions and product type. This assessment incorporates specific triggers such as a significant proportionate increase in probability of default relative to that at origination, recent arrears, forbearance activity, internal watch lists and external bureau flags. Up to date exposures in Stage 2 are likely to show lower levels of expected credit loss (ECL) allowance relative to those that have already moved into arrears given that an arrears status typically reflects a stronger indication of future default and greater likelihood of credit losses.
Additional information
The measurement of ECL reflects an unbiased probability-weighted range of possible future economic outcomes. The Group achieves this by selecting four economic scenarios to reflect the range of outcomes; the central scenario reflects the Group’s base case assumptions used for medium term planning purposes, an upside and a downside scenario are also selected together with a severe downside scenario. The base case, upside and downside scenarios carry a 30 per cent weighting; the severe downside is weighted at 10 per cent. The table below shows the decomposition of the final probability-weighted ECL for each forward-looking economic scenario. The stage allocation for an asset is based on the overall scenario probability-weighted PD and, hence, the Stage 2 allocation is constant across all the scenarios.
The table below shows the ECL calculated under each scenario.
Upside
£m |
Base Case
£m |
Downside
£m |
Severe
Downside £m |
Probability-
weighted £m |
||||||||||||||||
Secured | 317 | 464 | 653 | 1,389 | 569 | |||||||||||||||
Other Retail | 1,443 | 1,492 | 1,564 | 1,712 | 1,521 | |||||||||||||||
Commercial | 1,211 | 1,258 | 1,382 | 1,597 | 1,315 | |||||||||||||||
Other | 50 | 50 | 50 | 50 | 50 | |||||||||||||||
At 31 December 2019 | 3,021 | 3,264 | 3,649 | 4,748 | 3,455 |
58 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
RETAIL
|
The credit quality of the Retail portfolios remains strong and continues to benefit from robust credit risk management, including affordability and indebtedness controls at origination and a prudent approach to risk appetite. The economic environment continues to benefit from high employment rates, positive real wage growth and household indebtedness remaining below pre-crisis levels. |
– | New business quality remains strong. | |
– | The flow of loans entering arrears remains at low levels. | |
– | Stage 3 loans and advances as a percentage of total was unchanged at 0.7 per cent (31 December 2018: 0.7 per cent). |
|
Loans and advances increased to £344 billion (31 December 2018: £342 billion). |
|
The impairment charge increased to £1,038 million in 2019 compared to £861 million in the same period in 2018, driven by a number of items including some weakening in used car prices, provisioning methodology refinements and lower cash recoveries following prior year debt sales, partially offset by releases following a reassessment of cases in long-term default and improvements in the Secured portfolio. |
Portfolios
|
Secured credit quality remained strong, with flow to arrears stable at low levels. Total secured loans and advances are broadly flat at £289.2 billion (31 December 2018: £288.2 billion), with an improved asset risk mix. |
The average indexed loan to value (LTV) remained broadly stable at 44.9 per cent (31 December 2018: 44.3 per cent) and the proportion of balances with an LTV of greater than 90 per cent remained flat at 2.5 per cent. The average LTV of new business increased to 64.3 per cent (31 December 2018: 62.5 per cent). | |
The impairment release of £167 million in 2019 compared to a charge of £38 million in 2018. This reflects provision releases due to improved credit quality of the portfolio and a reassessment of Secured cases in long-term default. | |
|
Unsecured loans and advances remained broadly flat at £28.4 billion. The impairment charge increased by £265 million to £948 million for 2019 (2018: £683 million), due to provisioning methodology refinements, including the alignment of credit card methodologies, and lower cash recoveries following prior year debt sales. |
|
The motor finance portfolio continued to grow in 2019, with loans and advances increasing by 7.0 per cent to £16.0 billion (31 December 2018: £14.9 billion). The portfolio continues to benefit from a prudent approach to residual values at origination and provisions through the loan lifecycle. Residual value provisions, which are included in ECL allowances for Stage 1 and Stage 2, have increased to £201 million at 31 December 2019 (31 December 2018: £99 million). This is due to an anticipated increase in residual value deficits following some weakening in used car prices, a change in approach relating to the recognition of voluntary terminations and book growth. As a result of this, the impairment charge increased to £203 million for 2019 (2018: £113 million). |
|
Other loans and advances increased by £0.2 billon to £10.6 billion. The impairment charge was £54 million for 2019 (2018: £27 million). This increase is partly due to the non-repeat of prior year IFRS 9 methodology refinements in Business Banking. |
59 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table I: | Retail impairment charge |
2019 | 2018 | Change | ||||||||||
£m | £m | % | ||||||||||
Secured | (167 | ) | 38 | |||||||||
Unsecured1 | 948 | 683 | (39 | ) | ||||||||
UK Motor Finance | 203 | 113 | (80 | ) | ||||||||
Other2,3 | 54 | 27 | (100 | ) | ||||||||
Total impairment charge | 1,038 | 861 | (21 | ) | ||||||||
Asset quality ratio | 0.30% | 0.25% | 5bp |
1 | Unsecured includes Credit cards, Loans and Overdrafts. |
2 | Other includes Business Banking, Europe and Retail run-off. |
3 | Prior period segmental comparatives restated. See note 4 on page F-25. |
Table J: | Retail loans and advances to customers |
Purchased | Stage 3 as | |||||||||||||||||||||||
or originated | % of | |||||||||||||||||||||||
Total | Stage 1 | Stage 2 | Stage 3 | credit-impaired | total | |||||||||||||||||||
£m | £m | £m | £m | £m | % | |||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||
Secured | 289,198 | 257,043 | 16,935 | 1,506 | 13,714 | 0.5 | ||||||||||||||||||
Unsecured1 | 28,411 | 24,921 | 2,812 | 678 | – | 2.4 | ||||||||||||||||||
UK Motor Finance | 15,976 | 13,884 | 1,942 | 150 | – | 0.9 | ||||||||||||||||||
Other2 | 10,633 | 9,654 | 829 | 150 | – | 1.4 | ||||||||||||||||||
Total gross lending | 344,218 | 305,502 | 22,518 | 2,484 | 13,714 | 0.7 | ||||||||||||||||||
Expected credit loss allowance on drawn balances | (1,961 | ) | (563 | ) | (766 | ) | (490 | ) | (142 | ) | ||||||||||||||
Net balance sheet carrying value | 342,257 | 304,939 | 21,752 | 1,994 | 13,572 | |||||||||||||||||||
Expected credit loss allowances (drawn and undrawn) as a percentage of gross lending (%)3 | 0.6 | 0.2 | 3.6 | 21.5 | 1.0 | |||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||
Secured | 288,235 | 257,797 | 13,654 | 1,393 | 15,391 | 0.5 | ||||||||||||||||||
Unsecured1 | 28,115 | 24,705 | 2,707 | 703 | – | 2.5 | ||||||||||||||||||
UK Motor Finance | 14,933 | 13,224 | 1,580 | 129 | – | 0.9 | ||||||||||||||||||
Other2 | 10,399 | 9,434 | 800 | 165 | – | 1.6 | ||||||||||||||||||
Total gross lending | 341,682 | 305,160 | 18,741 | 2,390 | 15,391 | 0.7 | ||||||||||||||||||
Expected credit loss allowance on drawn balances | (1,613 | ) | (389 | ) | (662 | ) | (484 | ) | (78 | ) | ||||||||||||||
Net balance sheet carrying value | 340,069 | 304,771 | 18,079 | 1,906 | 15,313 | |||||||||||||||||||
Expected credit loss allowances (drawn and undrawn) as a percentage of gross lending (%)3 | 0.5 | 0.2 | 3.8 | 22.6 | 0.5 |
1 | Unsecured includes Credit cards, Loans and Overdrafts. |
2 | Other includes Business Banking, Europe and Retail run-off. |
3 | Stage 3 ECL allowances as a percentage of drawn balances are calculated excluding loans in recoveries for unsecured of £184 million (31 December 2018: £233 million) and £21 million (31 December 2018: £17 million) for Business Banking in Other. |
60 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table K: | Retail expected credit loss allowances (drawn and undrawn) as a percentage of loans and advances to customers |
Purchased | ||||||||||||||||||||||||||||||||||||||||
or originated | ||||||||||||||||||||||||||||||||||||||||
Total | Stage 1 | Stage 2 | Stage 3 | credit-impaired | ||||||||||||||||||||||||||||||||||||
As % of | As % of | As % of | As % of | As % of | ||||||||||||||||||||||||||||||||||||
drawn | drawn | drawn | drawn | drawn | ||||||||||||||||||||||||||||||||||||
balances | balances | balances | balances1 | balances | ||||||||||||||||||||||||||||||||||||
£m | % | £m | % | £m | % | £m | % | £m | % | |||||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||||||
Secured | 569 | 0.2 | 24 | – | 281 | 1.7 | 122 | 8.1 | 142 | 1.0 | ||||||||||||||||||||||||||||||
Unsecured2 | 1,007 | 3.6 | 363 | 1.5 | 411 | 14.6 | 233 | 47.2 | – | – | ||||||||||||||||||||||||||||||
UK Motor Finance3 | 387 | 2.4 | 216 | 1.6 | 87 | 4.5 | 84 | 56.0 | – | – | ||||||||||||||||||||||||||||||
Other4 | 127 | 1.2 | 36 | 0.4 | 40 | 4.8 | 51 | 39.5 | – | – | ||||||||||||||||||||||||||||||
Total | 2,090 | 0.6 | 639 | 0.2 | 819 | 3.6 | 490 | 21.5 | 142 | 1.0 | ||||||||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||||||||||
Secured | 460 | 0.2 | 38 | – | 226 | 1.7 | 118 | 8.5 | 78 | 0.5 | ||||||||||||||||||||||||||||||
Unsecured2 | 896 | 3.2 | 287 | 1.2 | 379 | 14.0 | 230 | 48.9 | – | – | ||||||||||||||||||||||||||||||
UK Motor Finance3 | 290 | 1.9 | 127 | 1.0 | 78 | 4.9 | 85 | 65.9 | – | – | ||||||||||||||||||||||||||||||
Other4 | 122 | 1.2 | 41 | 0.4 | 30 | 3.8 | 51 | 34.5 | – | – | ||||||||||||||||||||||||||||||
Total | 1,768 | 0.5 | 493 | 0.2 | 713 | 3.8 | 484 | 22.6 | 78 | 0.5 |
1 | Stage 3 ECL allowances as a percentage of drawn balances are calculated excluding loans in recoveries for unsecured of £184 million (31 December 2018: £233 million) and £21 million (31 December 2018: £17 million) for Business Banking within other. |
2 | Unsecured includes Credit cards, Loans and Overdrafts. |
3 | UK Motor Finance for Stages 1 and 2 include £201 million (31 December 2018: £99 million) relating to provisions against residual values of vehicles subject to finance leasing agreements. These provisions are included within the calculation of coverage ratios. |
4 | Other includes Business Banking, Europe and Retail run-off. |
Table L: | Retail Stage 2 loans and advances to customers |
Total | Up to date | 1-30 days past due | Over 30 days past due | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PD movement | Other3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As % of | As % of | As % of | As % of | As % of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross | gross | Gross | gross | Gross | gross | Gross | gross | Gross | gross | |||||||||||||||||||||||||||||||||||||||||||||||||||
lending | ECL | lending | lending | ECL | lending | lending | ECL | lending | lending | ECL | lending | lending | ECL | lending | ||||||||||||||||||||||||||||||||||||||||||||||
£m | £m | % | £m | £m | % | £m | £m | % | £m | £m | % | £m | £m | % | ||||||||||||||||||||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured | 16,935 | 281 | 1.7 | 10,846 | 83 | 0.8 | 2,593 | 107 | 4.1 | 1,876 | 33 | 1.8 | 1,620 | 58 | 3.6 | |||||||||||||||||||||||||||||||||||||||||||||
Unsecured1 | 2,812 | 411 | 14.6 | 1,661 | 217 | 13.1 | 772 | 90 | 11.7 | 282 | 67 | 23.8 | 97 | 37 | 38.1 | |||||||||||||||||||||||||||||||||||||||||||||
UK Motor Finance | 1,942 | 87 | 4.5 | 543 | 27 | 5.0 | 1,232 | 30 | 2.4 | 135 | 21 | 15.6 | 32 | 9 | 28.1 | |||||||||||||||||||||||||||||||||||||||||||||
Other2 | 829 | 40 | 4.8 | 309 | 14 | 4.5 | 362 | 11 | 3.0 | 80 | 9 | 11.3 | 78 | 6 | 7.7 | |||||||||||||||||||||||||||||||||||||||||||||
Total | 22,518 | 819 | 3.6 | 13,359 | 341 | 2.6 | 4,959 | 238 | 4.8 | 2,373 | 130 | 5.5 | 1,827 | 110 | 6.0 | |||||||||||||||||||||||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured | 13,654 | 226 | 1.7 | 8,318 | 62 | 0.7 | 1,800 | 77 | 4.3 | 1,955 | 30 | 1.5 | 1,581 | 57 | 3.6 | |||||||||||||||||||||||||||||||||||||||||||||
Unsecured1 | 2,707 | 379 | 14.0 | 998 | 149 | 14.9 | 1,357 | 144 | 10.6 | 258 | 53 | 20.5 | 94 | 33 | 35.1 | |||||||||||||||||||||||||||||||||||||||||||||
UK Motor Finance | 1,580 | 78 | 4.9 | 488 | 26 | 5.3 | 915 | 21 | 2.3 | 146 | 23 | 15.8 | 31 | 8 | 25.8 | |||||||||||||||||||||||||||||||||||||||||||||
Other2 | 800 | 30 | 3.8 | 213 | 11 | 5.2 | 416 | 8 | 1.9 | 82 | 7 | 8.5 | 89 | 4 | 4.5 | |||||||||||||||||||||||||||||||||||||||||||||
Total | 18,741 | 713 | 3.8 | 10,017 | 248 | 2.5 | 4,488 | 250 | 5.6 | 2,441 | 113 | 4.6 | 1,795 | 102 | 5.7 |
1 | Unsecured includes Credit cards, Loans and Overdrafts. |
2 | Other includes Business Banking, Europe and Retail run-off. |
3 | Includes forbearance and product-specific indicators not reflected within quantitative PD assessments. |
61 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table M: | Retail secured loans and advances to customers |
At 31 Dec | At 31 Dec | |||||||
2019 | 2018 | |||||||
£m | £m | |||||||
Mainstream | 227,975 | 223,230 | ||||||
Buy-to-let | 49,086 | 51,322 | ||||||
Specialist | 12,137 | 13,683 | ||||||
Total | 289,198 | 288,235 |
Interest only mortgages
The Group provides interest only mortgages to owner occupier mortgage customers whereby only payments of interest are made for the term of the mortgage with the customer responsible for repaying the principal outstanding at the end of the loan term. At 31 December 2019, owner occupier interest only balances as a proportion of total owner occupier balances had reduced to 23.9 per cent (31 December 2018: 26.7 per cent). The average indexed loan to value remained at 41.2 per cent (31 December 2018: 41.2 per cent).
For existing interest only mortgages, a contact strategy is in place during the term of the mortgage to ensure that customers are aware of their obligations to repay the principal upon maturity of the loan.
Treatment strategies are in place to help customers anticipate and plan for repayment of capital at maturity and support those who may have difficulty in repaying the principal amount. A dedicated specialist team supports customers who have passed their contractual maturity date and are unable to fully repay the principal. A range of treatments are offered to customers based on their individual circumstances to create fair and sustainable outcomes.
62 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table N: | Analysis of owner occupier interest only mortgages |
At 31 Dec | At 31 Dec | |||||||
2019 | 2018 | |||||||
Total | Total | |||||||
Interest only balances (£m) | 57,437 | 63,138 | ||||||
Stage 1% | 75.6 | 79.1 | ||||||
Stage 2% | 10.0 | 6.6 | ||||||
Stage 3% | 1.2 | 1.0 | ||||||
Purchased or originated credit impaired % | 13.2 | 13.3 | ||||||
Average loan to value (%)1 | 41.2 | 41.2 | ||||||
Maturity profile (£m) | ||||||||
Due | 1,459 | 1,144 | ||||||
1 year | 1,968 | 2,405 | ||||||
2-5 years | 9,852 | 10,229 | ||||||
6-10 years | 18,606 | 18,562 | ||||||
>11 years | 25,552 | 30,798 | ||||||
Past term interest only balances (£m)2 | 1,677 | 1,635 | ||||||
Stage 1% | 0.9 | 2.8 | ||||||
Stage 2% | 23.9 | 16.8 | ||||||
Stage 3% | 21.8 | 17.9 | ||||||
Purchased or originated credit impaired % | 53.4 | 62.5 | ||||||
Average loan to value (%)1 | 35.7 | 34.9 | ||||||
Negative equity (%) | 2.8 | 2.8 |
1 | 2019 interest only LTVs (loan to value) use Markit’s 2019 Halifax House Price Index; 2018 LTVs have been restated on the same basis. |
2 | Balances where all interest only elements have moved past term. Some may subsequently have had a term extension, so are no longer classed as due. |
Retail forbearance
The basis of disclosure for forbearance is aligned to definitions used in the European Banking Authority’s FINREP reporting. Total forbearance for the major retail portfolios has improved by £546 million to £6.2 billion driven primarily by a reduction in customers where arrears are written on to the loan balance (capitalisations).
The main customer treatments included are: repair, where arrears are written on to the loan balance and the arrears position cancelled; instances where there are suspensions of interest and/or capital repayments; past term interest only mortgages; and refinance personal loans.
As a percentage of loans and advances, forbearance loans improved to 1.8 per cent at 31 December 2019 (31 December 2018: 2.0 per cent).
Total expected credit losses (ECL) as a proportion of loans and advances which are forborne has increased to 5.0 per cent (31 December 2018: 4.3 per cent).
Table O: | Retail forborne loans and advances (audited) |
Expected credit | ||||||||||||||||||||
Of which | losses as a % of | |||||||||||||||||||
purchased or | total loans and | |||||||||||||||||||
Of which | Of which | originated | advances which | |||||||||||||||||
Total | Stage 2 | Stage 3 | credit impaired | are forborne1 | ||||||||||||||||
£m | £m | £m | £m | % | ||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||
Secured | 5,559 | 1,156 | 736 | 3,659 | 2.1 | |||||||||||||||
Unsecured2 | 540 | 168 | 305 | – | 31.2 | |||||||||||||||
UK Motor Finance | 63 | 35 | 26 | – | 30.4 | |||||||||||||||
Total | 6,162 | 1,359 | 1,067 | 3,659 | 5.0 | |||||||||||||||
At 31 December 2018 | ||||||||||||||||||||
Secured | 6,089 | 1,136 | 642 | 4,241 | 1.6 | |||||||||||||||
Unsecured2 | 563 | 204 | 289 | – | 30.3 | |||||||||||||||
UK Motor Finance | 56 | 30 | 25 | – | 34.8 | |||||||||||||||
Total | 6,708 | 1,370 | 956 | 4,241 | 4.3 |
1 | Expected credit loss allowance as a percentage of total loans and advances which are forborne is calculated excluding loans in recoveries for Unsecured (31 December 2019: £82 million; 31 December 2018: £107 million). |
2 | 2019 balances include MBNA, 2018 balances have been restated on the same basis |
63 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
COMMERCIAL BANKING
|
Despite the challenging environment, the overall credit quality of the portfolio and new business remains good. The portfolio continues to benefit from effective risk management and low interest rates. Notwithstanding the current competitive market conditions, the Group is maintaining its prudent, well-defined and controlled through the cycle credit risk appetite. |
|
The possibility of a no-deal exit from the European Union remains given the timelines for striking a trade deal. Developments continue to be monitored proactively and various initiatives are in place to mitigate ‘No Deal’ risk to ensure portfolio quality is maintained whilst supporting the Group’s purpose of Helping Britain Prosper. |
|
There are headwinds in a number of sectors including agriculture, construction, manufacturing and consumer related sectors such as retail. Performance and monitoring of vulnerable sectors remains a key focus at this stage of the credit cycle. |
|
Dynamic internal and external key performance indicators are monitored closely to help identify early signs of deterioration. |
|
Portfolios remain well positioned and are subject to ongoing risk mitigation actions as appropriate. Monitoring indicates no material deterioration in the credit quality of the portfolio. |
|
Net impairment charge of £306 million compared with a net charge of £71 million in 2018 is largely as a result of gross charges on two corporate cases, rather than any material deterioration in the underlying portfolio. These were partially offset by a net release in Stage 1 and 2 ECL, driven by enhancements to model methodology and data, including the approach to modelling loan amortisation. The impact of this was weighted toward the SME portfolio. Excluding the two large corporate cases, gross charges in 2019 were lower than 2018. |
|
The size and nature of the commercial portfolio results in some volatility as cases move between stages. Stage 3 loans as a proportion of total loans and advances to customers has increased to 3.6 per cent (31 December 2018: 3.2 per cent). Stage 3 ECL allowance as a percentage of Stage 3 drawn balances has reduced to 27.4 per cent (31 December 2018: 32.1 per cent), predominantly due to the change in mix of assets due to write-offs and the transfer in of a small number of larger, individually assessed names with lower likelihood of net loss. |
|
Stage 2 loans as a proportion of total loans and advances to customers remained broadly stable at 6.2 per cent (31 December 2018: 6.5 per cent). Stage 2 ECL allowances as a percentage of Stage 2 drawn balances were lower at 4.2 per cent (31 December 2018: 5.1 per cent) with the reduction weighted toward SME mainly due to enhanced approach to loan amortisation within the IFRS 9 model and a number of other model refinements |
64 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Portfolios
|
The SME and Mid Markets portfolios are domestically focused and reflect both our prudent credit risk appetite and the underlying performance of the UK economy. |
|
The Global Corporates business continues to have a predominance of UK based, and to a lesser extent, US and European-based multi-national investment grade clients. The portfolio remains of good quality and is well positioned for the current economic outlook. |
|
Through clearly defined sector strategies, Financial Institutions serves predominantly investment grade counterparties with whom relationships are either client driven or held to support the Group’s funding, liquidity or general hedging requirements. Overall performance of the portfolio remains good. |
|
The commercial real estate business within the Group’s Mid Markets and Global Corporates portfolio is focused on clients operating in the UK commercial property market ranging in size from medium-sized private real estate entities up to publicly listed property companies. Credit quality remains good with minimal impairments and stressed loans. Recognising this is a cyclical sector, appropriate caps are in place to control exposure and business propositions continue to be written in line with a prudent, through the cycle risk appetite with conservative LTVs, strong quality of income and proven management teams. |
Table P: | Commercial Banking impairment charge |
2019 | 2018¹ | Change | ||||||||||
£m | £m | % | ||||||||||
SME | (65 | ) | 64 | |||||||||
Other | 371 | 7 | ||||||||||
Total impairment charge | 306 | 71 | (331 | ) | ||||||||
Asset quality ratio | 0.30% | 0.06% | 24bp |
1 | Prior period segmental comparatives restated. See note 4 on page F-25. |
Table Q: | Commercial Banking loans and advances to customers |
Stage 3 | ||||||||||||||||||||
as % of | ||||||||||||||||||||
Total | Stage 1 | Stage 2 | Stage 3 | total | ||||||||||||||||
£m | £m | £m | £m | % | ||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||
SME | 30,698 | 27,455 | 2,523 | 720 | 2.3 | |||||||||||||||
Other | 66,065 | 59,868 | 3,470 | 2,727 | 4.1 | |||||||||||||||
Total gross lending | 96,763 | 87,323 | 5,993 | 3,447 | 3.6 | |||||||||||||||
Expected credit loss allowance on drawn balances | (1,265 | ) | (96 | ) | (228 | ) | (941 | ) | ||||||||||||
Net balance sheet carrying value | 95,498 | 87,227 | 5,765 | 2,506 | ||||||||||||||||
Expected credit loss allowances (drawn and undrawn) as a percentage of gross lending (%) | 1.4 | 0.1 | 4.2 | 27.4 | ||||||||||||||||
At 31 December 20181 | ||||||||||||||||||||
SME | 30,296 | 26,099 | 3,484 | 713 | 2.4 | |||||||||||||||
Other1 | 71,528 | 65,903 | 3,108 | 2,517 | 3.5 | |||||||||||||||
Total gross lending | 101,824 | 92,002 | 6,592 | 3,230 | 3.2 | |||||||||||||||
Expected credit loss allowance on drawn balances | (1,449 | ) | (93 | ) | (325 | ) | (1,031 | ) | ||||||||||||
Net balance sheet carrying value | 100,375 | 91,909 | 6,267 | 2,199 | ||||||||||||||||
Expected credit loss allowances (drawn and undrawn) as a percentage of gross lending (%) | 1.5 | 0.1 | 5.1 | 32.1 |
1 | Prior period segmental comparatives restated. See note 4 on page F-25. |
Table R: | Commercial Banking expected credit loss allowances (drawn and undrawn) as a percentage of loans and advances to customers |
Total | Stage 1 | Stage 2 | Stage 3 | |||||||||||||||||||||||||||||
As % of | As % of | As % of | As % of | |||||||||||||||||||||||||||||
drawn | drawn | drawn | drawn | |||||||||||||||||||||||||||||
balances | balances | balances | balances | |||||||||||||||||||||||||||||
£m | % | £m | % | £m | % | £m | % | |||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||
SME | 273 | 0.9 | 45 | 0.2 | 127 | 5.0 | 101 | 14.0 | ||||||||||||||||||||||||
Other | 1,040 | 1.6 | 70 | 0.1 | 125 | 3.6 | 845 | 31.0 | ||||||||||||||||||||||||
Total | 1,313 | 1.4 | 115 | 0.1 | 252 | 4.2 | 946 | 27.4 | ||||||||||||||||||||||||
At 31 December 20181 | ||||||||||||||||||||||||||||||||
SME | 384 | 1.3 | 40 | 0.2 | 231 | 6.6 | 113 | 15.8 | ||||||||||||||||||||||||
Other | 1,102 | 1.5 | 71 | 0.1 | 107 | 3.4 | 924 | 36.7 | ||||||||||||||||||||||||
Total | 1,486 | 1.5 | 111 | 0.1 | 338 | 5.1 | 1,037 | 32.1 |
1 | Prior period segmental comparatives restated. See note 4 on page F-25. |
65 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table S: | Commercial Banking Stage 2 loans and advances to customers |
Total | Up to date | 1-30 days past due | Over 30 days past due | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PD movement | Other1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As % of | As % of | As % of | As % of | As % of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross | gross | Gross | gross | Gross | gross | Gross | gross | Gross | gross | |||||||||||||||||||||||||||||||||||||||||||||||||||
lending | ECL | lending | lending | ECL | lending | lending | ECL | lending | lending | ECL | lending | lending | ECL | lending | ||||||||||||||||||||||||||||||||||||||||||||||
£m | £m | % | £m | £m | % | £m | £m | % | £m | £m | % | £m | £m | % | ||||||||||||||||||||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SME | 2,523 | 127 | 5.0 | 2,030 | 104 | 5.1 | 410 | 17 | 4.1 | 56 | 6 | 10.7 | 27 | – | – | |||||||||||||||||||||||||||||||||||||||||||||
Other | 3,470 | 125 | 3.6 | 1,881 | 75 | 4.0 | 1,290 | 47 | 3.6 | 61 | 2 | 3.3 | 238 | 1 | 0.4 | |||||||||||||||||||||||||||||||||||||||||||||
Total | 5,993 | 252 | 4.2 | 3,911 | 179 | 4.6 | 1,700 | 64 | 3.8 | 117 | 8 | 6.8 | 265 | 1 | 0.4 | |||||||||||||||||||||||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SME | 3,484 | 231 | 6.6 | 2,376 | 116 | 4.9 | 661 | 65 | 9.8 | 383 | 41 | 10.7 | 64 | 9 | 14.1 | |||||||||||||||||||||||||||||||||||||||||||||
Other | 3,108 | 107 | 3.4 | 1,793 | 61 | 3.4 | 1,190 | 45 | 3.8 | 72 | 1 | 1.4 | 53 | – | – | |||||||||||||||||||||||||||||||||||||||||||||
Total | 6,592 | 338 | 5.1 | 4,169 | 177 | 4.2 | 1,851 | 110 | 5.9 | 455 | 42 | 9.2 | 117 | 9 | 7.7 |
1 | Includes client-specific indicators not reflected within quantitative PD assessments. |
Commercial Banking UK Direct Real Estate LTV analysis
|
The Group classifies Direct Real Estate as exposure which is directly supported by cash flows from property activities (as opposed to trading activities, such as hotels, care homes and housebuilders). Exposures to social housing providers is also excluded. |
|
Focus remains on the UK market, on good quality customers, with a proven track record in real estate and where cash flows are robust. |
|
Commercial Banking UK Direct Real Estate gross lending stood at £13.6 billion at 31 December 2019 (net of exposures subject to protection through Significant Risk Transfer securitisations). The Group has a further £0.47 billion of UK Direct Real Estate exposure in Business Banking within Retail. |
|
Approximately 60 per cent of loans and advances to UK Direct Real Estate relate to commercial real estate with the remainder related to residential real estate. The portfolio continues to be heavily weighted towards investment real estate (c. 90 per cent) over development. |
|
The LTV profile of the UK Direct Real Estate portfolio in Commercial Banking remains robust. |
|
Both investment and development lending is subject to specific credit risk appetite criteria. Development lending criteria includes maximum loan to gross development value and maximum loan to cost, with funding typically only released against completed work as confirmed by the Group’s monitoring quantity surveyor. |
Table T: | LTV – UK Direct Real Estate |
At 31 December 20191,2 | At 31 December 20181,2 | |||||||||||||||||||||||||||||||
Stage 1/2 | Stage 3 | Total | Stage 1/2 | Stage 3 | Total | |||||||||||||||||||||||||||
£m | £m | £m | % | £m | £m | £m | % | |||||||||||||||||||||||||
Investment Exposures > £1m | ||||||||||||||||||||||||||||||||
Less than 60% | 6,136 | 89 | 6,225 | 79.2 | 8,838 | 101 | 8,939 | 79.8 | ||||||||||||||||||||||||
60% to 70% | 917 | 14 | 931 | 11.8 | 1,190 | 7 | 1,197 | 10.7 | ||||||||||||||||||||||||
70% to 80% | 117 | 7 | 124 | 1.6 | 267 | 41 | 308 | 2.7 | ||||||||||||||||||||||||
80% to 100% | 138 | 38 | 176 | 2.2 | 79 | 11 | 90 | 0.8 | ||||||||||||||||||||||||
100% to 120% | 26 | 37 | 63 | 0.8 | 27 | 25 | 52 | 0.5 | ||||||||||||||||||||||||
120% to 140% | 4 | 12 | 16 | 0.2 | – | 1 | 1 | – | ||||||||||||||||||||||||
Greater than 140% | 18 | 1 | 19 | 0.2 | 18 | 46 | 64 | 0.6 | ||||||||||||||||||||||||
Unsecured3 | 311 | – | 311 | 4.0 | 520 | 31 | 551 | 4.9 | ||||||||||||||||||||||||
Total Investment >£1m | 7,667 | 198 | 7,865 | 100.0 | 10,939 | 263 | 11,202 | 100.0 | ||||||||||||||||||||||||
Investment <£1m4 | 3,455 | 88 | 3,543 | 3,679 | 105 | 3,784 | ||||||||||||||||||||||||||
Total Investment | 11,122 | 286 | 11,408 | 14,618 | 368 | 14,986 | ||||||||||||||||||||||||||
Development | 1,805 | 58 | 1,863 | 1,698 | 111 | 1,809 | ||||||||||||||||||||||||||
Total | 12,927 | 344 | 13,271 | 16,316 | 479 | 16,795 |
1 | Excludes Commercial Banking UK Direct Real Estate exposures subject to protection through Significant Risk Transfer transactions. |
2 | Excludes Islands Commercial UK Direct Real Estate of £0.35 billion (31 December 2018: £0.45 billion). |
3 | Predominantly Investment grade corporate CRE lending where the Group is relying on the corporate covenant. |
4 | December 2019 <£1m investment exposures have an LTV profile broadly similar to the >£1m investment exposures. |
66 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Commercial Banking forbearance
Table U: | Commercial Banking forborne loans and advances (audited) |
Of which | ||||||||
Total | Stage 3 | |||||||
£m | £m | |||||||
At 31 December 2019 | ||||||||
Type of forbearance | ||||||||
Refinancing | 70 | 41 | ||||||
Modification | 4,216 | 3,322 | ||||||
Total | 4,286 | 3,363 | ||||||
At 31 December 2018 | ||||||||
Type of forbearance | ||||||||
Refinancing | 38 | 29 | ||||||
Modification | 3,834 | 2,949 | ||||||
Total | 3,872 | 2,978 |
Table V: | Derivative credit risk exposures |
2019 | 2018 | |||||||||||||||||||||||||||||||
Traded over the counter | Traded over the counter | |||||||||||||||||||||||||||||||
Traded on | Settled | Not settled | Traded on | Settled | Not settled | |||||||||||||||||||||||||||
recognised | by central | by central | recognised | by central | by central | |||||||||||||||||||||||||||
exchanges | counterparties | counterparties | Total | exchanges | counterparties | counterparties | Total | |||||||||||||||||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | |||||||||||||||||||||||||
Notional balances | ||||||||||||||||||||||||||||||||
Foreign exchange | – | 8 | 421,143 | 421,151 | – | 45 | 385,680 | 385,725 | ||||||||||||||||||||||||
Interest rate | 199,986 | 6,211,948 | 250,392 | 6,662,326 | 128,221 | 4,950,912 | 689,882 | 5,769,015 | ||||||||||||||||||||||||
Equity and other | 4,820 | – | 6,594 | 11,414 | 9,247 | – | 5,898 | 15,145 | ||||||||||||||||||||||||
Credit | – | – | 16,959 | 16,959 | – | – | 13,757 | 13,757 | ||||||||||||||||||||||||
Total | 204,806 | 6,211,956 | 695,088 | 7,111,850 | 137,468 | 4,950,957 | 1,095,217 | 6,183,642 | ||||||||||||||||||||||||
Fair values | ||||||||||||||||||||||||||||||||
Assets | 1,820 | 24,499 | 144 | 23,448 | ||||||||||||||||||||||||||||
Liabilities | (1,794 | ) | (23,928 | ) | (150 | ) | (21,222 | ) | ||||||||||||||||||||||||
Net asset | 26 | 571 | (6 | ) | 2,226 |
The total notional principal amount of interest rate, exchange rate, credit derivative and equity and other contracts outstanding at 31 December 2019 and 31 December 2018 is shown in the table above. The notional principal amount does not, however, represent the Group’s credit risk exposure, which is limited to the current cost of replacing contracts with a positive value to the Group. Such amounts are reflected in note 53 on page F-99.
67 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Environmental risk management
As appropriate, the Group considers the management of the environmental impact of its lending activities. The Group-wide credit risk principles require all credit risk to be incurred with due regard to environmental legislation and the Group’s Code of Responsibility. The Group’s external sector statements determine the appetite for many activities that impact the environment. The Group seeks to reduce detrimental impacts and support clients as they improve their own environmental footprint.
The Group’s business areas and sub-groups are each exposed to different types and levels of climate-related risk in their operations. For example, the general insurance function regularly uses weather, climate and environmental models and data to assess its insurance risk from covered perils such as windstorm and flood. A team of specialist scientists are employed within underwriting to do this work and they also regularly monitor the state of climate science to assess the need to include its potential impacts within pricing and solvency.
The Group has been a signatory to the Equator Principles since 2008 and has adopted and applied the expanded scope of Equator Principles III and committed itself to adoption of Equator Principles 4 during 2020. The Equator Principles support the Group’s approach to assessing and managing environmental and social issues in project finance, project-related corporate loans and bridge loans. The Group has also been a signatory to the UN Principles for Responsible Investment (UNPRI) since 2012, which incorporate ESG (environmental, social and governance) risk considerations in asset management. Scottish Widows is responsible for the annual UNPRI reporting process.
Within Commercial Banking, an electronic Environmental Risk Screening Tool is the primary mechanism for assessing environmental risk for lending transactions. This system provides screening of location specific and sector based risks that may be present in a transaction. Where a risk is identified, the transaction is referred to the Group’s expert in-house environmental risk team for further review and assessment. Where required, the Group’s panel of environmental consultants provide additional expert support.
Colleague training is provided on environmental risk management as part of the standard suite of Commercial Banking credit risk courses. To support this training, a range of online resources are available to colleagues, including environmental risk theory, procedural guidance, and information on environmental legislation and sector-specific environmental impacts. The Group also continue to partner with the Cambridge Institute for Sustainability Leadership to provide high quality training to executives and colleagues focused on risk management, product development and in client-facing roles.
Table W: Environmental risk management approach
68 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ANALYSIS OF LOANS AND ADVANCES TO BANKS AND CUSTOMERS
The following table analyses loans and advances to banks and customers by category of loan at 31 December for each of the five years listed.
2019
£m |
2018
£m |
2017
£m |
2016
£m |
2015
£m |
||||||||||||||||
Loans and advances to banks | 9,777 | 6,285 | 6,611 | 26,902 | 25,117 | |||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||
Mortgages | 299,141 | 297,498 | 304,665 | 306,682 | 312,877 | |||||||||||||||
Other personal lending | 29,272 | 28,699 | 28,757 | 20,761 | 20,579 | |||||||||||||||
Agriculture, forestry and fishing | 7,558 | 7,314 | 7,461 | 7,269 | 6,924 | |||||||||||||||
Energy and water supply | 1,432 | 1,517 | 1,609 | 2,320 | 3,247 | |||||||||||||||
Manufacturing | 6,093 | 8,260 | 7,886 | 7,285 | 5,953 | |||||||||||||||
Construction | 4,285 | 4,684 | 4,428 | 4,535 | 4,952 | |||||||||||||||
Transport, distribution and hotels | 13,016 | 14,113 | 14,074 | 13,320 | 13,526 | |||||||||||||||
Postal and telecommunications | 1,923 | 2,711 | 2,148 | 2,564 | 2,563 | |||||||||||||||
Financial, business and other services | 89,763 | 77,505 | 57,006 | 49,197 | 43,072 | |||||||||||||||
Property companies | 27,596 | 28,451 | 30,980 | 32,192 | 32,228 | |||||||||||||||
Lease financing | 1,671 | 1,822 | 2,094 | 2,628 | 2,751 | |||||||||||||||
Hire purchase | 16,497 | 15,434 | 13,591 | 11,617 | 9,536 | |||||||||||||||
Total loans | 508,024 | 494,293 | 481,310 | 487,272 | 483,325 | |||||||||||||||
Allowance for impairment losses1 | (3,261 | ) | (3,152 | ) | (2,201 | ) | (2,412 | ) | (3,033 | ) | ||||||||||
Total loans and advances net of allowance for impairment losses | 504,763 | 491,141 | 479,109 | 484,860 | 480,292 |
1 | The allowances for loan losses at 31 December 2019 and 2018 were measured in accordance with IFRS 9; for earlier years, they were determined in accordance with IAS 39. |
Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.
69 |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
SUMMARY OF LOAN LOSS EXPERIENCE
The following table analyses the movements in the allowance for impairment losses on loans and advances to banks and customers (drawn balances) for each of the five years listed. Allowances for loan losses in 2018 and 2019 were measured in accordance with IFRS 9; for earlier years they were determined in accordance with IAS 39.
2019
£m |
2018
£m |
2017
£m |
2016
£m |
2015
£m |
||||||||||||||||
Balance at end of preceding year | 3,152 | 2,201 | 2,412 | 3,033 | 6,414 | |||||||||||||||
Adjustment on adoption of IFRS 9 | 1,023 | |||||||||||||||||||
Balance at 1 January 2018 | 3,224 | |||||||||||||||||||
Exchange and other adjustments | 312 | 126 | 132 | 69 | (246 | ) | ||||||||||||||
Disposal of businesses | – | (181 | ) | – | – | (82 | ) | |||||||||||||
Advances written off: | ||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||
Mortgages | (99 | ) | (12 | ) | (42 | ) | (42 | ) | (71 | ) | ||||||||||
Other personal lending | (1,111 | ) | (988 | ) | (925 | ) | (728 | ) | (853 | ) | ||||||||||
Agriculture, forestry and fishing | (5 | ) | (4 | ) | (1 | ) | (1 | ) | (1 | ) | ||||||||||
Energy and water supply | (1 | ) | – | – | (9 | ) | (73 | ) | ||||||||||||
Manufacturing | (11 | ) | (11 | ) | (40 | ) | (19 | ) | (126 | ) | ||||||||||
Construction | (226 | ) | (82 | ) | (65 | ) | (96 | ) | (21 | ) | ||||||||||
Transport, distribution and hotels | (51 | ) | (42 | ) | (65 | ) | (64 | ) | (728 | ) | ||||||||||
Postal and telecommunications | (6 | ) | (2 | ) | – | (189 | ) | (11 | ) | |||||||||||
Financial, business and other services | (149 | ) | (244 | ) | (158 | ) | (712 | ) | (604 | ) | ||||||||||
Property companies | (139 | ) | (134 | ) | (136 | ) | (215 | ) | (1,648 | ) | ||||||||||
Lease financing | – | – | (2 | ) | – | (31 | ) | |||||||||||||
Hire purchase | (84 | ) | (57 | ) | (65 | ) | (36 | ) | (37 | ) | ||||||||||
Loans and advances to banks | – | – | – | – | – | |||||||||||||||
Total advances written off | (1,882 | ) | (1,576 | ) | (1,499 | ) | (2,111 | ) | (4,204 | ) | ||||||||||
Recoveries of advances written off: | ||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||
Mortgages | 62 | 20 | 17 | 44 | 35 | |||||||||||||||
Other personal lending | 343 | 333 | 419 | 329 | 366 | |||||||||||||||
Energy and water supply | – | 84 | – | 3 | 5 | |||||||||||||||
Manufacturing | 10 | 10 | – | 80 | – | |||||||||||||||
Construction | 2 | 65 | 4 | 78 | – | |||||||||||||||
Transport, distribution and hotels | 2 | 9 | 15 | 50 | 63 | |||||||||||||||
Postal and telecommunications | – | 1 | – | – | – | |||||||||||||||
Financial, business and other services | 2 | 42 | 6 | 241 | 193 | |||||||||||||||
Property companies | 1 | 16 | – | 34 | 101 | |||||||||||||||
Lease financing | – | – | 19 | – | – | |||||||||||||||
Hire purchase | 3 | – | 2 | 2 | 1 | |||||||||||||||
Total recoveries of advances written off | 425 | 580 | 482 | 861 | 764 | |||||||||||||||
Total net advances written off | (1,457 | ) | (996 | ) | (1,017 | ) | (1,250 | ) | (3,440 | ) |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
2019
£m |
2018
£m |
2017
£m |
2016
£m |
2015
£m |
||||||||||||||||
Effect of unwinding of discount recognised through interest income | (53 | ) | (44 | ) | (23 | ) | (32 | ) | (56 | ) | ||||||||||
Allowances for impairment losses charged against income for the year: | ||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||
Mortgages | (167 | ) | 29 | (119 | ) | (23 | ) | 33 | ||||||||||||
Other personal lending | 948 | 699 | 596 | 438 | 437 | |||||||||||||||
Agriculture, forestry and fishing | (4 | ) | 10 | 2 | 3 | 1 | ||||||||||||||
Energy and water supply | (3 | ) | (8 | ) | – | (4 | ) | 35 | ||||||||||||
Manufacturing | 7 | 9 | 5 | (48 | ) | 23 | ||||||||||||||
Construction | 5 | 15 | 85 | 143 | 13 | |||||||||||||||
Transport, distribution and hotels | 326 | 47 | (19 | ) | (35 | ) | (88 | ) | ||||||||||||
Postal and telecommunications | 5 | (2 | ) | 1 | 191 | (2 | ) | |||||||||||||
Financial, business and other services | 64 | 79 | 42 | 6 | 77 | |||||||||||||||
Property companies | (48 | ) | 56 | (7 | ) | (166 | ) | (140 | ) | |||||||||||
Lease financing | – | – | – | 15 | 31 | |||||||||||||||
Hire purchase | 174 | 88 | 111 | 72 | 23 | |||||||||||||||
Loans and advances to banks | – | 1 | – | – | – | |||||||||||||||
Total allowances for impairment losses charged against income for the year | 1,307 | 1,023 | 697 | 592 | 443 | |||||||||||||||
Total balance at end of year | 3,261 | 3,152 | 2,201 | 2,412 | 3,033 | |||||||||||||||
Ratio of net write-offs during the year to average loans outstanding during the year | 0.3 | % | 0.2 | % | 0.2 | % | 0.3 | % | 0.8 | % |
Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.
The Group ’s impairment allowances in respect of loans and advances to banks and customers increased by £109 million, or 3 per cent, from £3,152 million at 31 December 2018 to £3,261 million at 31 December 2019, the charge to the income statement of £1,307 million being offset by net advances written off of £1,457 million (advances written off of £1,882 million less recoveries of £425 million). The increase in the charge to the income statement from £1,023 million in 2018 to £1,307 million in 2019 reflects, in particular, two material corporate cases in Commercial Banking. By category of lending, the most significant elements of the charge to the income statement were charges of £948 million in respect of other personal lending, £326 million in respect of transport, distribution and hotels, £64 million in respect of financial, business and other services and £174 million in respect of hire purchase partly offset by a release of £167 million relating to mortgages. Of the net advances written off of £1,457 million, £768 million related to other personal lending, £224 million related to construction and £138 million to property companies.
71 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following table analyses the coverage of the allowance for loan losses by category of loans.
2019
Allowance1 £m |
2019
Percentage of loans in each category to total loans % |
2018
Allowance1 £m |
2018
Percentage of loans in each category to total loans % |
2017
Allowance1 £m |
2017
Percentage of loans in each category to total loans % |
2016
Allowance1 £m |
2016
Percentage of loans in each category to total loans % |
2015
Allowance1 £m |
2015
Percentage of loans in each category to total loans % |
|||||||||||||||||||||||||||||||
Balance at year end applicable to: | ||||||||||||||||||||||||||||||||||||||||
Loans and advances to banks | 2 | 1.9 | 2 | 1.3 | – | 1.4 | – | 5.5 | – | 5.2 | ||||||||||||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||||||||||||||||||||
Mortgages | 611 | 58.9 | 509 | 60.1 | 485 | 63.4 | 576 | 63.0 | 479 | 64.7 | ||||||||||||||||||||||||||||||
Other personal lending | 933 | 5.8 | 823 | 5.8 | 381 | 6.0 | 356 | 4.3 | 388 | 4.3 | ||||||||||||||||||||||||||||||
Agriculture, forestry and fishing | 47 | 1.5 | 19 | 1.5 | 8 | 1.6 | 13 | 1.5 | 15 | 1.4 | ||||||||||||||||||||||||||||||
Energy and water supply | 7 | 0.3 | 11 | 0.3 | 5 | 0.3 | 6 | 0.5 | 20 | 0.7 | ||||||||||||||||||||||||||||||
Manufacturing | 58 | 1.2 | 65 | 1.7 | 35 | 1.6 | 84 | 1.5 | 70 | 1.2 | ||||||||||||||||||||||||||||||
Construction | 305 | 0.8 | 514 | 0.9 | 410 | 0.9 | 319 | 0.9 | 165 | 1.0 | ||||||||||||||||||||||||||||||
Transport, distribution and hotels | 503 | 2.6 | 161 | 2.9 | 57 | 2.9 | 161 | 2.7 | 219 | 2.8 | ||||||||||||||||||||||||||||||
Postal and telecommunications | 9 | 0.4 | 10 | 0.5 | 5 | 0.4 | 5 | 0.5 | 4 | 0.5 | ||||||||||||||||||||||||||||||
Financial, business and other services | 274 | 17.7 | 476 | 15.7 | 312 | 11.9 | 312 | 10.1 | 811 | 8.9 | ||||||||||||||||||||||||||||||
Property companies | 147 | 5.4 | 294 | 5.8 | 343 | 6.4 | 470 | 6.6 | 790 | 6.7 | ||||||||||||||||||||||||||||||
Lease financing | – | 0.3 | – | 0.4 | – | 0.4 | – | 0.5 | – | 0.6 | ||||||||||||||||||||||||||||||
Hire purchase | 365 | 3.2 | 268 | 3.1 | 160 | 2.8 | 110 | 2.4 | 72 | 2.0 | ||||||||||||||||||||||||||||||
Total balance at year end | 3,261 | 100.0 | 3,152 | 100.0 | 2,201 | 100.0 | 2,412 | 100.0 | 3,033 | 100.0 |
1 | The allowances for loan losses at 31 December 2019 and 2018 were measured in accordance with IFRS 9; for earlier years, they were determined in accordance with IAS 39. |
Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.
72 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
RISK ELEMENTS IN THE LOAN PORTFOLIO AND POTENTIAL PROBLEM LOANS
IFRS 9, which was adopted by the Group on 1 January 2018, requires that:
– interest is recognised on all loans and advances and, as a result, no loan is classified as non-accrual; and
– an allowance for expected credit losses is recognised on all loans and advances irrespective of whether any payments are past due.
As a result, the Group no longer analyses its loans between those that are neither past due nor impaired, past due but not impaired, impaired with no provision held and impaired with a provision.
Whilst IFRS 7 was amended to recognise the impact of IFRS 9, it still requires detailed qualitative and quantitative disclosures about loan portfolios. The Group revised its disclosures accordingly; the following tables are presented in respect of the Group’s credit risk elements and potential problem loans.
2019
and
2018 |
2017 and
earlier years |
|||||||
Days past due for loans and advances that are considered to have experienced a significant increase in credit risk, but are not credit-impaired | ü | |||||||
Days past due for loans past due but not impaired | ü | |||||||
Credit quality of all loans and advances | ü | |||||||
Credit quality of loans neither past due nor impaired | ü | |||||||
Interest foregone on non-performing lending | ü | ü | ||||||
Analysis of impairment and provision status | ü |
73 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
SIGNIFICANT INCREASE IN CREDIT RISK
31 December 2019 and 2018
The table below analyses the Group’s loans and advances to customers and banks that are considered to have experienced a significant increase in credit risk, but are not credit-impaired, according to the number of days that have elapsed since the last payment received by the Group was due from the borrower; the analysis of lending has been prepared based on the division in which the asset is held.
Loans and | Loans and advances to customers | |||||||||||||||||||||||
advances | Retail – | Retail – | ||||||||||||||||||||||
to banks | mortgages | other | Commercial | Other | Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
31 December 2019 | ||||||||||||||||||||||||
Up to date | – | 13,439 | 4,879 | 5,611 | 28 | 23,957 | ||||||||||||||||||
1-30 days past due | – | 1,876 | 497 | 117 | 1 | 2,491 | ||||||||||||||||||
Over 30 days past due | – | 1,620 | 207 | 265 | 3 | 2,095 | ||||||||||||||||||
Total | – | 16,935 | 5,583 | 5,993 | 32 | 28,543 | ||||||||||||||||||
31 December 2018 | ||||||||||||||||||||||||
Up to date | 3 | 10,118 | 4,387 | 6,020 | 10 | 20,535 | ||||||||||||||||||
1-30 days past due | – | 1,955 | 486 | 455 | – | 2,896 | ||||||||||||||||||
Over 30 days past due | – | 1,581 | 214 | 117 | 2 | 1,914 | ||||||||||||||||||
Total | 3 | 13,654 | 5,087 | 6,592 | 12 | 25,345 |
A financial asset is “past due” if a counterparty has failed to make a payment when contractually due.
LOANS PAST DUE BUT NOT IMPAIRED
31 December 2017 and earlier years
The loans that are past due but not impaired are analysed in the table below according to the number of days that have elapsed since the last payment received by the Group was due from the borrower. The analysis of lending between retail and commercial has been prepared based upon the type of exposure and not the business segment in which the exposure is recorded. Included within retail are exposures to personal customers and small businesses, whilst included within commercial are exposures to corporate customers and other large institutions.
Loans and | ||||||||||||||||||||||||
advances | ||||||||||||||||||||||||
designated | ||||||||||||||||||||||||
Loans and | Loans and advances to customers | at fair value | ||||||||||||||||||||||
advances | Retail – | Retail – | through | |||||||||||||||||||||
(audited) |
to banks
£m |
mortgages
£m |
other
£m |
Commercial
£m |
Total
£m |
profit or loss
£m |
||||||||||||||||||
31 December 2017 | ||||||||||||||||||||||||
0-30 days | 6 | 3,057 | 458 | 246 | 3,761 | – | ||||||||||||||||||
30-60 days | – | 1,115 | 111 | 10 | 1,236 | – | ||||||||||||||||||
60-90 days | – | 785 | 3 | 13 | 801 | – | ||||||||||||||||||
90-180 days | – | 977 | 3 | 8 | 988 | – | ||||||||||||||||||
Over 180 days | – | – | 10 | 59 | 69 | – | ||||||||||||||||||
Total | 6 | 5,934 | 585 | 336 | 6,855 | – | ||||||||||||||||||
31 December 2016 | ||||||||||||||||||||||||
0-30 days | 14 | 3,547 | 285 | 157 | 3,989 | – | ||||||||||||||||||
30-60 days | – | 1,573 | 75 | 37 | 1,685 | – | ||||||||||||||||||
60-90 days | – | 985 | 2 | 74 | 1,061 | – | ||||||||||||||||||
90-180 days | – | 1,235 | 6 | 14 | 1,255 | – | ||||||||||||||||||
Over 180 days | – | – | 18 | 23 | 41 | – | ||||||||||||||||||
Total | 14 | 7,340 | 386 | 305 | 8,031 | – | ||||||||||||||||||
31 December 2015 | ||||||||||||||||||||||||
0-30 days | 111 | 4,066 | 276 | 248 | 4,590 | – | ||||||||||||||||||
30-60 days | – | 1,732 | 81 | 100 | 1,913 | – | ||||||||||||||||||
60-90 days | – | 1,065 | 9 | 52 | 1,126 | – | ||||||||||||||||||
90-180 days | – | 1,370 | 8 | 19 | 1,397 | – | ||||||||||||||||||
Over 180 days | – | – | 19 | 44 | 63 | – | ||||||||||||||||||
Total | 111 | 8,233 | 393 | 463 | 9,089 | – |
A financial asset is “past due” if a counterparty has an amount outstanding beyond its contractual due date.
74 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
POTENTIAL PROBLEM LOANS
Potential problem loans are loans where known information about possible credit problems causes management to have concern as to the borrower’s ability to comply with the present loan repayment terms.
31 December 2019 and 2018
IFRS 7 requires the disclosure of information about the credit quality of loans and advances. The Group’s disclosures analyse its loans (gross drawn exposures) based on the internal credit ratings systems used by the Group; these differ between Retail and Commercial, reflecting the characteristics of their exposures and the way that they are managed by the Group.
Probability of | 2019 | 2018 | ||||||||||
Gross drawn exposures | default range | £m | £m | |||||||||
Loans and advances to banks: | ||||||||||||
CMS 1-10 | 0.00-0.50% | 9,777 | 6,180 | |||||||||
CMS 11-14 | 0.51-3.00% | – | 105 | |||||||||
CMS 15-18 | 3.01-20.00% | – | – | |||||||||
CMS 19 | 20.01-99.99% | – | – | |||||||||
CMS 20-23 | 100% | – | – | |||||||||
9,777 | 6,285 | |||||||||||
Loans and advances to customers: | ||||||||||||
Retail - mortgages | ||||||||||||
RMS 1-6 | 0.00-4.50% | 270,522 | 268,524 | |||||||||
RMS 7-9 | 4.51-14.00% | 2,067 | 1,766 | |||||||||
RMS 10 | 14.01-20.00% | 414 | 262 | |||||||||
RMS 11-13 | 20.01-99.99% | 975 | 899 | |||||||||
RMS 14 | 100% | 15,220 | 16,784 | |||||||||
289,198 | 288,235 | |||||||||||
Retail - unsecured | ||||||||||||
RMS 1-6 | 0.00-4.50% | 23,249 | 23,442 | |||||||||
RMS 7-9 | 4.51-14.00% | 3,595 | 2,845 | |||||||||
RMS 10 | 14.01-20.00% | 265 | 239 | |||||||||
RMS 11-13 | 20.01-99.99% | 624 | 886 | |||||||||
RMS 14 | 100% | 678 | 703 | |||||||||
28,411 | 28,115 | |||||||||||
Retail - UK Motor Finance | ||||||||||||
RMS 1-6 | 0.00-4.50% | 14,865 | 13,872 | |||||||||
RMS 7-9 | 4.51-14.00% | 682 | 619 | |||||||||
RMS 10 | 14.01-20.00% | 99 | 111 | |||||||||
RMS 11-13 | 20.01-99.99% | 180 | 202 | |||||||||
RMS 14 | 100% | 150 | 129 | |||||||||
15,976 | 14,933 | |||||||||||
Retail - Other | ||||||||||||
RMS 1-6 | 0.00-4.50% | 9,910 | 9,737 | |||||||||
RMS 7-9 | 4.51-14.00% | 409 | 256 | |||||||||
RMS 10 | 14.01-20.00% | 7 | 7 | |||||||||
RMS 11-13 | 20.01-99.99% | 157 | 234 | |||||||||
RMS 14 | 100% | 150 | 165 | |||||||||
10,633 | 10,399 | |||||||||||
Total Retail | 344,218 | 341,682 |
75 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Probability of | 2019 | 2018 | ||||||||||
Gross drawn exposures (continued) | default range | £m | £m | |||||||||
Commercial | ||||||||||||
CMS 1-10 | 0.00-0.50% | 60,259 | 65,189 | |||||||||
CMS 11-14 | 0.51-3.00% | 27,960 | 28,922 | |||||||||
CMS 15-18 | 3.01-20.00% | 4,928 | 4,429 | |||||||||
CMS 19 | 20.01-99.99% | 169 | 54 | |||||||||
CMS 20-23 | 100% | 3,447 | 3,230 | |||||||||
96,763 | 101,824 | |||||||||||
Other | ||||||||||||
RMS 1-6 | 0.00-4.50% | 786 | 810 | |||||||||
RMS 7-9 | 4.51-14.00% | 40 | – | |||||||||
RMS 10 | 14.01-20.00% | – | – | |||||||||
RMS 11-13 | 20.01-99.99% | – | – | |||||||||
RMS 14 | 100% | 84 | 55 | |||||||||
910 | 865 | |||||||||||
CMS 1-10 | 0.00-0.50% | 56,356 | 43,565 | |||||||||
CMS 11-14 | 0.51-3.00% | – | 6 | |||||||||
CMS 15-18 | 3.01-20.00% | – | – | |||||||||
CMS 19 | 20.01-99.99% | – | – | |||||||||
CMS 20-23 | 100% | – | 66 | |||||||||
56,356 | 43,637 | |||||||||||
Total loans and advances to customers | 498,247 | 488,008 | ||||||||||
In respect of: | ||||||||||||
Retail | 344,218 | 341,682 | ||||||||||
Commercial | 96,763 | 101,824 | ||||||||||
Other | 57,266 | 44,502 | ||||||||||
Total loans and advances to customers | 498,247 | 488,008 |
76 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
31 December 2017 and earlier years
IFRS 7 required the disclosure of information about the credit quality of loans and advances that were neither past due nor impaired. The Group’s disclosures analyse these loans between those that the Group believed were of good quality, satisfactory quality, lower quality and those that were below standard but not impaired. The below standard but not impaired balances represented potential problem loans. The analysis of lending between retail and commercial has been prepared based upon the type of exposure and not the business segment in which the exposure is recorded. Included within retail are exposures to personal customers and small businesses, whilst included within commercial are exposures to corporate customers and other large institutions.
Loans and | ||||||||||||||||||||||||
advances | ||||||||||||||||||||||||
designated | ||||||||||||||||||||||||
Loans and | Loans and advances to customers | at fair value | ||||||||||||||||||||||
advances | Retail – | Retail – | through | |||||||||||||||||||||
(audited) |
to banks
£m |
mortgages
£m |
other
£m |
Commercial
£m |
Total
£m |
profit or loss
£m |
||||||||||||||||||
31 December 2017 | ||||||||||||||||||||||||
Good quality | 6,351 | 294,748 | 43,145 | 81,121 | 31,548 | |||||||||||||||||||
Satisfactory quality | 198 | 790 | 4,770 | 30,154 | 42 | |||||||||||||||||||
Lower quality | 28 | 32 | 286 | 4,807 | – | |||||||||||||||||||
Below standard, but not impaired | – | 195 | 696 | 314 | – | |||||||||||||||||||
Total | 6,577 | 295,765 | 48,897 | 116,396 | 461,058 | 31,590 | ||||||||||||||||||
31 December 2016 | ||||||||||||||||||||||||
Good quality | 26,745 | 295,286 | 34,195 | 72,083 | 33,049 | |||||||||||||||||||
Satisfactory quality | 87 | 814 | 4,479 | 30,433 | 30 | |||||||||||||||||||
Lower quality | 3 | 39 | 387 | 6,433 | – | |||||||||||||||||||
Below standard, but not impaired | 53 | 164 | 417 | 415 | – | |||||||||||||||||||
Total | 26,888 | 296,303 | 39,478 | 109,364 | 445,145 | 33,079 | ||||||||||||||||||
31 December 2015 | ||||||||||||||||||||||||
Good quality | 24,670 | 301,403 | 33,589 | 63,453 | 33,156 | |||||||||||||||||||
Satisfactory quality | 311 | 527 | 4,448 | 28,899 | 15 | |||||||||||||||||||
Lower quality | 4 | 27 | 476 | 7,210 | 3 | |||||||||||||||||||
Below standard, but not impaired | 21 | 106 | 373 | 439 | – | |||||||||||||||||||
Total | 25,006 | 302,063 | 38,886 | 100,001 | 440,950 | 33,174 |
77 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
INTEREST FOREGONE ON NON-PERFORMING LENDING
The table below summarises the interest foregone on impaired lending.
2019 | ||||
£m | ||||
Interest income that would have been recognised under original contract terms | 313 | |||
Interest income included in profit | (198 | ) | ||
Interest foregone | 115 |
ANALYSIS OF IMPAIRMENT AND PROVISION STATUS
31 December 2017 and earlier years
The table below shows separately those loans that are (i) neither past due nor impaired, (ii) past due but not impaired, (iii) impaired, but not requiring a provision and (iv) impaired with a provision.
Loans and | |||||||||||||||||||||||
advances | |||||||||||||||||||||||
designated | |||||||||||||||||||||||
Loans and | Loans and advances to customers | at fair value | |||||||||||||||||||||
advances | Retail – | Retail – | through | ||||||||||||||||||||
(audited) |
to banks
£m |
mortgages
£m |
other
£m |
Commercial
£m |
Total
£m |
profit or loss
£m |
|||||||||||||||||
31 December 2017 | |||||||||||||||||||||||
Neither past due nor impaired | 6,577 | 295,765 | 48,897 | 116,396 | 461,058 | 31,590 | |||||||||||||||||
Past due but not impaired | 6 | 5,934 | 585 | 336 | 6,855 | – | |||||||||||||||||
Impaired – no provision required | 28 | 640 | 306 | 700 | 1,646 | – | |||||||||||||||||
– provision held | – | 3,529 | 1,053 | 1,613 | 6,195 | – | |||||||||||||||||
Gross | 6,611 | 305,868 | 50,841 | 119,045 | 475,754 | 31,590 | |||||||||||||||||
31 December 2016 | |||||||||||||||||||||||
Neither past due nor impaired | 26,888 | 296,303 | 39,478 | 109,364 | 445,145 | 33,079 | |||||||||||||||||
Past due but not impaired | 14 | 7,340 | 386 | 305 | 8,031 | – | |||||||||||||||||
Impaired – no provision required | – | 784 | 392 | 689 | 1,865 | – | |||||||||||||||||
– provision held | – | 3,536 | 1,038 | 2,056 | 6,630 | – | |||||||||||||||||
Gross | 26,902 | 307,963 | 41,294 | 112,414 | 461,671 | 33,079 | |||||||||||||||||
31 December 2015 | |||||||||||||||||||||||
Neither past due nor impaired | 25,006 | 302,063 | 38,886 | 100,001 | 440,950 | 33,174 | |||||||||||||||||
Past due but not impaired | 111 | 8,233 | 393 | 463 | 9,089 | – | |||||||||||||||||
Impaired – no provision required | – | 732 | 690 | 1,092 | 2,514 | – | |||||||||||||||||
– provision held | – | 3,269 | 911 | 2,896 | 7,076 | – | |||||||||||||||||
Gross | 25,117 | 314,297 | 40,880 | 104,452 | 459,629 | 33,174 |
The analysis of lending between retail and commercial has been prepared based upon the type of exposure and not the business segment in which the exposure is recorded. Included within retail are exposures to personal customers and small businesses, whilst included within commercial are exposures to corporate customers and other large institutions.
78 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
TROUBLED DEBT RESTRUCTURINGS
The Company’s accounting policy for loans that are renegotiated is set out in note 2(H) to the financial statements. In accordance with IFRS 9, an impairment provision is recognised on all loans; as a result, the Company amended these disclosures in 2018. Loans modified by the Group during the year as a result of a customer’s financial difficulties were credit-impaired at 31 December 2019 and 2018 and are included within the forborne balances set out in the table below.
Purchased | |||||||||||||||
or originated | |||||||||||||||
Credit-impaired | credit-impaired | Other | Total | ||||||||||||
forborne | forborne | forborne | forborne | ||||||||||||
loans and | loans and | loans and | loans and | ||||||||||||
advances | advances | advances | advances | ||||||||||||
£m | £m | £m | £m | ||||||||||||
At 31 December 2019 | |||||||||||||||
Retail: | |||||||||||||||
Secured | 736 | 3,659 | 1,164 | 5,559 | |||||||||||
Unsecured | 305 | – | 235 | 540 | |||||||||||
UK Motor Finance | 26 | – | 37 | 63 | |||||||||||
Total Retail | 1,067 | 3,659 | 1,436 | 6,162 | |||||||||||
Commercial | 3,363 | – | 923 | 4,286 | |||||||||||
At 31 December 2018 | |||||||||||||||
Retail: | |||||||||||||||
Secured | 642 | 4,241 | 1,206 | 6,089 | |||||||||||
Unsecured | 289 | – | 274 | 563 | |||||||||||
UK Motor Finance | 25 | – | 31 | 56 | |||||||||||
Total Retail | 956 | 4,241 | 1,511 | 6,708 | |||||||||||
Commercial | 2,978 | – | 894 | 3,872 | |||||||||||
Impairment | |||||||||||||||
Total forborne loans | Total forborne loans | Total loans and | allowance as a % of | ||||||||||||
and advances which | and advances which | advances which are | loans and advances | ||||||||||||
are not impaired | are impaired | forborne | which are forborne | ||||||||||||
£m | £m | £m | % | ||||||||||||
At 31 December 2017 | |||||||||||||||
UK secured retail | 1,291 | 137 | 1,428 | 4.3 | |||||||||||
UK unsecured retail | 55 | 139 | 194 | 38.6 | |||||||||||
Consumer credit cards | 105 | 190 | 295 | 36.0 | |||||||||||
Asset Finance UK Retail | 15 | 19 | 34 | 36.6 | |||||||||||
Run off: Ireland secured retail | 213 | 25 | 238 | 21.0 | |||||||||||
Commercial Banking | 447 | 1,927 | 2,374 | 35.0 | |||||||||||
Run off: Corporate Real Estate, other Corporate and Specialist Finance | – | 715 | 715 | 44.1 | |||||||||||
At 31 December 2016 | |||||||||||||||
UK secured retail | 1,879 | 217 | 2,096 | 4.7 | |||||||||||
UK unsecured retail | 20 | 107 | 127 | 40.5 | |||||||||||
Consumer credit cards | 93 | 119 | 212 | 29.0 | |||||||||||
Asset Finance UK Retail | 55 | 62 | 117 | 27.0 | |||||||||||
Run off: Ireland secured retail | 137 | 19 | 156 | 16.6 | |||||||||||
Commercial Banking | 466 | 2,197 | 2,663 | 31.1 | |||||||||||
Run off: Corporate Real Estate, other Corporate and Specialist Finance | 3 | 995 | 998 | 51.1 |
79 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Impairment | |||||||||||||||
Total forborne loans | Total forborne loans | Total loans and | allowance as a % of | ||||||||||||
and advances which | and advances which | advances which are | loans and advances | ||||||||||||
are not impaired | are impaired | forborne | which are forborne | ||||||||||||
£m | £m | £m | % | ||||||||||||
At 31 December 2015 | |||||||||||||||
UK secured retail | 2,929 | 173 | 3,102 | 4.2 | |||||||||||
UK unsecured retail | 28 | 119 | 147 | 40.0 | |||||||||||
Consumer credit cards | 105 | 120 | 225 | 26.8 | |||||||||||
Asset Finance UK Retail | 49 | 51 | 100 | 25.5 | |||||||||||
Run off: Ireland secured retail | 143 | 26 | 169 | 13.3 | |||||||||||
Commercial Banking | 986 | 2,543 | 3,529 | 30.9 | |||||||||||
Run off: Corporate Real Estate, other Corporate and Specialist Finance | 9 | 1,771 | 1,780 | 52.5 | |||||||||||
Run-off Ireland: Commercial real estate and corporate | 32 | 5 | 37 | 0.0 |
The Group assesses whether a loan benefiting from a UK Government-sponsored programme is impaired or a troubled debt restructuring using the same accounting policies and practices as it does for loans not benefiting from such a programme.
Further information on the schemes operated by the Group to assist borrowers who are experiencing financial stress and on the Group’s forborne loans is set out on pages 54 to 55, page 63 and page 67.
ASSETS ACQUIRED IN EXCHANGE FOR ADVANCES
In most circumstances in the US, title to property securing residential real estate transfers to the lender upon foreclosure. The loan is written off and the property acquired in this way is reported in a separate balance sheet category with any recoveries recorded as an offset to the provision for loan losses recorded in the year. Upon sale of the acquired property, gains or losses are recorded in the income statement as a gain or loss on acquired property.
In the UK, although a bank is entitled to enforce a first charge on a property held as security, it typically does so only to the extent of enforcing its power of sale. In accordance with IFRS and industry practice, Lloyds Banking Group usually takes control of a property held as collateral on a loan at repossession without transfer of title. Loans subject to repossession continue to be reported as loans in the balance sheet. The Group’s gains or losses on sale of the acquired property are recorded within the provision for loan losses during the reporting period.
The difference in practices has no effect on net income reported in the UK compared to that reported in the US but it does result in a difference in classification of losses and recoveries in the income statement. It also has the effect of causing UK banks to report an increased level of non-performing loans compared with US banks.
In certain circumstances the Group takes physical possession of assets held as collateral against wholesale lending. In such cases, the assets are carried on the Group’s balance sheet and are classified according to the Group’s accounting policies.
CROSS BORDER OUTSTANDINGS
The business of Lloyds Banking Group involves exposures in non-local currencies. These cross border outstandings comprise loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets which are denominated in non-local currency. The following table analyses, by type of borrower, foreign outstandings which individually represent in excess of 1 per cent of Lloyds Banking Group’s total assets.
Governments | Banks and other | Commercial, | ||||||||||||||||||
and official | financial | industrial | ||||||||||||||||||
Total | institutions | institutions | and other | |||||||||||||||||
% of assets | £m | £m | £m | £m | ||||||||||||||||
At 31 December 2019: | ||||||||||||||||||||
United States of America | 1.0 | 8,741 | 3,191 | 4,831 | 719 | |||||||||||||||
At 31 December 2018: | ||||||||||||||||||||
United States of America | 1.6 | 12,502 | 4,045 | 5,091 | 3,366 | |||||||||||||||
At 31 December 2017: | ||||||||||||||||||||
United States of America | 1.6 | 12,963 | 6,760 | 3,205 | 2,998 |
At 31 December 2019, United States of America had commitments of £3,773 million.
At 31 December 2019, no countries had cross-border outstandings of between 0.75 per cent and 1 per cent of assets.
At 31 December 2018, no countries had cross border outstandings of between 0.75 per cent and 1 per cent of assets.
At 31 December 2017, no countries had cross border outstandings of between 0.75 per cent and 1 per cent of assets.
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DEFINITION
Regulatory and legal risk is defined as the risk of financial penalties, regulatory censure, criminal or civil enforcement action or customer detriment as a result of failure to identify, assess, correctly interpret, comply with, or manage regulatory and/or legal requirements.
EXPOSURES
Whilst the Group has a zero risk appetite for material regulatory breaches or material legal incidents, the Group remains exposed to them, driven by significant ongoing and new legislation, regulation and court proceedings in the UK and overseas which in each case needs to be interpreted, implemented and embedded into day-to-day operational and business practices across the Group.
MEASUREMENT
Regulatory and legal risks are measured against a defined risk appetite metric, which is an assessment of material regulatory breaches and material legal incidents.
MITIGATION
The Group undertakes a range of key mitigating actions to manage regulatory and legal risk. These include the following:
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The Board has established a Group-wide risk appetite and metric for regulatory and legal risk. |
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Group policies and procedures set out the principles and key controls that should apply across the business which are aligned to the Group risk appetite. Mandated policies and processes require appropriate control frameworks, management information, standards and colleague training to be implemented to identify and manage regulatory and legal risk. |
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Business units identify, assess and implement policy and regulatory requirements and establish local controls, processes, procedures and resources to ensure appropriate governance and compliance. |
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Business units regularly produce management information to assist in the identification of issues and test management controls are working effectively. |
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Risk and Legal departments provide oversight, proactive support and constructive challenge to the business in identifying and managing regulatory and legal issues. |
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Risk department conducts thematic reviews of regulatory compliance and provides oversight of regulatory compliance assessments across businesses and divisions where appropriate. |
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Business units, with the support of divisional and Group-level teams, conduct ongoing horizon scanning to identify and address changes in regulatory and legal requirements. |
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The Group engages with regulatory authorities and industry bodies on forthcoming regulatory changes, market reviews and investigations, ensuring programmes are established to deliver new regulation and legislation. |
MONITORING
Material risks are managed through the relevant divisional-level committees, with review and escalation through Group level committees where appropriate, including the escalation of any material regulatory breaches or material legal incidents.
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DEFINITION
Conduct risk is defined as the risk of customer detriment across the customer lifecycle including: failures in product management, distribution and servicing activities; from other risks materialising, or other activities which could undermine the integrity of the market or distort competition, leading to unfair customer outcomes, regulatory censure, reputational damage or financial loss.
EXPOSURES
The Group faces significant conduct risks, which affect all aspects of the Group’s operations and all types of customers.
Conduct risks can impact directly or indirectly on our customers and could materialise from a number of areas across the Group, including:
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Business and strategic planning that does not sufficiently consider customer needs. |
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Ineffective management and monitoring of products and their distribution (including the sales process). |
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Unclear, unfair, misleading or untimely customer communications. |
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A culture that is not sufficiently customer-centric. |
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Poor governance of colleagues’ incentives and rewards and approval of schemes which drive unfair customer outcomes. |
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Ineffective management and oversight of legacy conduct issues. |
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Ineffective management of customers’ complaints or claims. |
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Outsourcing of customer service and product delivery to third-parties that do not have the same level of control, oversight and culture as the Group. |
There is a high level of scrutiny regarding financial institutions’ treatment of customers, including those in vulnerable circumstances, from regulatory bodies, the media, politicians and consumer groups.
There continues to be a significant focus on market misconduct, resulting from previous issues such as London Inter-bank Offered Rate (LIBOR) and foreign exchange (FX).
Due to the level of enhanced focus on conduct, there is a risk that certain aspects of the Group’s current or legacy business may be determined by the Financial Conduct Authority, other regulatory bodies or the courts as not being conducted in accordance with applicable laws or regulations, in a manner that fails to deliver fair and reasonable customer treatment, or is inconsistent with market integrity or competition requirements.
MEASUREMENT
To articulate its conduct risk appetite, the Group has sought more granularity through the use of suitable Conduct Risk Appetite Metrics (CRAMs) and tolerances that indicate where it may be operating outside its conduct risk appetite. These include Board-level conduct risk metrics covering an assessment of overall CRAMs performance, out of appetite CRAMs, UK Financial Ombudsman Service (FoS) change rates and complaints.
CRAMs have been designed for services and product families offered by the Group and are measured by a consistent set of common metrics. These contain a range of product design, sales and process metrics to provide a more holistic view of conduct risks; some products also have a suite of additional bespoke metrics.
Each of the tolerances for the metrics are agreed for the individual product or service and are regularly tracked. At a consolidated level these metrics are part of the Board risk appetite. The Group has, and continues to, evolve its approach to conduct risk measurements, including those supporting customer vulnerability, process delivery and customer journeys.
MITIGATION
The Group takes a range of mitigating actions with respect to conduct risk and remains focused on delivering a leading customer experience. The Group’s ongoing commitment to good customer outcomes sets the tone from the top and supports the development of the right customer-centric culture – strengthening links between actions to support conduct, culture and customer and enabling more effective control management. Actions to encourage good conduct include:
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Conduct risk appetite established at Group and business area level, with metrics included in the Group risk appetite to ensure ongoing focus. |
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Simplified and enhanced conduct policies and procedures in place to ensure appropriate controls and processes that deliver fair customer outcomes, and support market integrity and competition requirements. |
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Customer needs considered through divisional customer plans, with integral conduct lens, reviewed and challenged by Group Customer First Committee (GCFC). |
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Cultural transformation: achieving a values-led culture through a focus on behaviours to ensure the Group transforms its culture for success in a digital world. This is supported by strong direction and tone from senior executives and the Board. |
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Continuous embedding of the customer vulnerability framework. Development and continued oversight of the implementation of the vulnerability strategy continues through the Group Customer Vulnerability Committee (GCVC) operating at a senior level to prioritise change, drive implementation and ensure consistency across the Group. The Group is also in the third year of its partnership with Macmillan to support customers with cancer, has launched specialist support for those impacted by financial and domestic abuse and has signed up to standards supporting customers with mental health problems. |
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Enhanced product governance framework to ensure products continue to offer customers fair value, and consistently meet their needs throughout their product life cycle; reviewed and challenged by Group Product Governance Committee (GPGC). |
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Enhanced complaints management through effectively responding to, and learning from, root causes of complaint volumes and FoS change rates. |
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Review and oversight of thematic conduct agenda items at senior committees, ensuring holistic consideration of key Group-wide conduct risks. |
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Robust recruitment and training, with a continued focus on how the Group manages colleagues’ performance with clear customer accountabilities. |
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Ongoing engagement with third-parties involved in serving the Group’s customers to ensure consistent delivery. |
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Monitoring and testing of customer outcomes to ensure the Group delivers fair outcomes for customers whilst making continuous improvements to products, services and processes. |
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Continued focus on market conduct and member of the Fixed Income, Currencies and Commodities Markets Standard Board. |
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Adoption of robust change delivery methodology to enable prioritisation and delivery of initiatives to address conduct challenges. |
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Continued focus on proactive identification and mitigation of conduct risk in the GSR3. |
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Active engagement with regulatory bodies and other stakeholders to develop understanding of concerns related to customer treatment, effective competition and market integrity, to ensure that the Group’s strategic conduct focus continues to meet evolving stakeholder expectations. |
MONITORING
Monitoring and reporting is undertaken at Board, Group, entity and divisional committees. As part of the reporting of CRAMs, a robust outcomes testing regime is in place to determine whether the Group is delivering fair outcomes for customers.
GCFC acts as the guardian of customer experience and has responsibility for monitoring and reviewing plans and actions to improve it, providing oversight of customer outcomes and customer experience and providing challenge to divisions to make changes to support the delivery of the Group’s vision and foster a customer-centric culture.
DEFINITION
Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.
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EXPOSURES
The principal operational risks to the Group which could result in customer detriment, unfair customer outcomes, financial loss, disruption and/or reputational damage are:
|
A cyber-attack. |
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Failure of IT systems, due to volume of change, and/or aged infrastructure. |
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Internal and/or external fraud or financial crime. |
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Failure to ensure compliance with increasingly complex and detailed regulation including anti-money laundering, anti-bribery, counter-terrorist financing, and financial sanctions and prohibitions laws and regulations. |
A number of these risks could increase where there is a reliance on third-party suppliers to provide services to the Group or its customers.
MEASUREMENT
Operational risk is managed across the Group through an operational risk framework and operational risk policies. The operational risk framework includes a risk and control self-assessment process, risk impact likelihood matrix, key risk and control indicators, risk appetite, a robust operational event management and escalation process, scenario analysis and an operational losses process.
Table X below shows high level loss and event trends for the Group using Basel II categories. Based on data captured on the Group’s Risk and Control Self-Assessment, in 2019 the highest frequency of events occurred in external fraud (67.89 per cent) and execution, delivery and process management (18.04 per cent). Clients, products and business practices accounted for 72.70 per cent of losses by value, driven by legacy issues where impacts materialised in 2019 (excluding PPI).
Table X: Operational risk events by risk category (losses greater than or equal to £10,000), excluding PPI1
% of total volume | % of total losses | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Business disruption and system failures | 0.78 | 1.46 | 2.45 | 3.53 | ||||||||||||
Clients, products and business practices | 12.84 | 12.30 | 72.70 | 65.12 | ||||||||||||
Damage to physical assets | 0.15 | 1.64 | 0.03 | 0.21 | ||||||||||||
Employee practices and workplace safety | 0.10 | 0.06 | 0.01 | – | ||||||||||||
Execution, delivery and process management | 18.04 | 21.21 | 20.60 | 25.96 | ||||||||||||
External fraud | 67.89 | 62.98 | 4.16 | 5.05 | ||||||||||||
Internal fraud | 0.20 | 0.35 | 0.05 | 0.13 | ||||||||||||
Total | 100.00 | 100.00 | 100.00 | 100.00 |
1 | 2018 breakdowns have been restated to reflect a number of events that have been reclassified following an internal review. |
Operational risk losses and scenario analysis is used to inform the Internal Capital Adequacy Assessment Process (ICAAP). The Group calculates its minimum (Pillar I) operational risk capital requirements using The Standardised Approach (TSA). Pillar II is calculated using internal and external loss data and extreme but plausible scenarios that may occur in the next 12 months.
MITIGATION
The Group’s strategic review considers the changing risk management requirements, adapting the change delivery model to be more agile and develop the people skills and capabilities needed to be a ‘Bank of the Future’. The Group continues to review and invest in its control environment to ensure it addresses the inherent risks faced. Risks are reported and discussed at local governance forums and escalated to executive management and Board as appropriate to ensure the correct level of visibility and engagement. The Group employs a range of risk management strategies, including: avoidance, mitigation, transfer (including insurance) and acceptance. Where there is a reliance on third-party suppliers to provide services, the Group’s sourcing policy ensures that outsourcing initiatives follow a defined process including due diligence, risk evaluation and ongoing assurance.
Mitigating actions to the principal operational risks are:
|
The threat landscape associated with cyber risk continues to evolve and there is significant regulatory attention on this subject. The Board continues to invest heavily to protect the Group from malicious cyber-attacks. Investment continues to focus on improving the Group’s approach to identity and access management, improving capability to detect and respond to cyber-attacks and improved ability to manage vulnerabilities across the estate. |
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The Group continues to optimise its approach to IT by investing in technology improvements; focusing on simplification of IT architecture; and decommissioning legacy systems in order to maintain reliable banking services for its customers. IT risk mitigation programmes are in place to continually improve customers’ experience, which receive considerable time and focus at Board and Board Risk Committees. |
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The Group adopts a risk based approach to mitigate the internal and external fraud risks it faces, reflecting the current and emerging fraud risks within the market. Fraud risk appetite metrics holistically cover the impacts of fraud in terms of losses to the Group, costs of fraud systems and operations, and customer experience of actual and attempted fraud. Oversight of the appropriateness and performance of these |
metrics is undertaken regularly through business area and Group-level committees. This approach drives a continual programme of prioritised enhancements to the Group’s technology, process and people related controls, with an emphasis on preventative controls supported by real time detective controls wherever feasible. Group-wide policies and operational control frameworks are maintained and designed to provide customer confidence, protect the Group’s commercial interests and reputation, comply with legal requirements and meet regulatory requirements. The Group’s fraud awareness programme remains a key component of its fraud control environment, and awareness of fraud risk is supported by mandatory training for all colleagues. The Group also plays an active role with other financial institutions, industry bodies, and enforcement agencies in identifying and combatting fraud. | |
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The Group continues to lead and support industry wide activity to help address fraud, such as leadership on the design and implementation of the industry code for Authorised Push Payment (APP) fraud, in addition to making more bespoke commitments with key partners, such as the City of London Police. Such initiatives support the continued enhancement of the Group’s control framework, whilst contributing to the raising of standards across the industry. The Group also continues to make material annual investments in both technology and colleague development to help mitigate this growing area of risk. |
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The Group has adopted policies and procedures designed to detect and prevent the use of its banking network for money laundering, terrorist financing, bribery, tax evasion, human trafficking, modern-day slavery and wildlife trafficking, and activities prohibited by legal and regulatory sanctions. Against a background of increasingly complex and detailed laws and regulations, and of increased criminal and terrorist activity, the Group regularly reviews and assesses its policies, procedures and organisational arrangements to keep them current, effective and consistent across markets and jurisdictions. The Group requires mandatory training on these topics for all employees. Specifically, the anti-money laundering procedures include ‘know-your-customer’ requirements, transaction monitoring technologies, reporting of suspicions of money laundering or terrorist financing to the applicable regulatory authorities, and interaction between the Group’s Financial Intelligence Unit and external agencies and other financial institutions. The Anti-Bribery Policy prohibits the payment, offer, acceptance or request of a bribe, including ‘facilitation payments’ by any employee or agent and provides a confidential reporting service for anonymous reporting of suspected or actual bribery activity. The Sanctions and |
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the Related Prohibitions Policy sets out a framework of controls for compliance with legal and regulatory sanctions. |
MONITORING
Monitoring and reporting of operational risk is undertaken at Board, Group, entity and divisional committees. Each committee monitors key risks, control effectiveness, key risk and control indicators, events, operational losses, risk appetite metrics and the results of independent testing conducted by Risk and/or Internal Audit.
The Group maintains a formal approach to operational risk event escalation, whereby material events are identified, captured and escalated. Root causes of events are determined, and action plans put in place to ensure an optimum level of control to keep customers and the business safe, reduce costs, and improve efficiency.
The insurance programme is monitored and reviewed regularly, with recommendations being made to the Group’s senior management annually prior to each renewal. Insurers are monitored on an ongoing basis, to ensure counterparty risk is minimised. A process is in place to manage any insurer rating changes or insolvencies.
DEFINITION
The risk that the Group fails to provide an appropriate colleague and customer-centric culture, supported by robust reward and wellbeing policies and processes; effective leadership to manage colleague resources; effective talent and succession management; and robust control to ensure all colleague-related requirements are met.
EXPOSURES
The Group’s management of material people risks is critical to its capacity to deliver against its strategic objectives and to be the best bank for customers, particularly in the context of increasing volumes of organisational, political and external market change and increasing digitisation. The Group is exposed to the following key people risks:
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Failure to recruit, develop and retain colleagues, including ineffective management of succession planning or failure to identify appropriate talent pipeline. |
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The increasing digitisation of the business is changing the capability mix required and may impact the Group’s ability to attract and retain talent. |
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Senior Managers and Certification Regime (SM&CR) and additional regulatory constraints on remuneration structures may impact the Group’s ability to attract and retain talent. |
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Failure to manage capacity, colleagues having excessive demands placed on them resulting in wellbeing issues and business objectives not being met. |
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Failure to meet all colleague-related legal and regulatory requirements. |
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Ineffective leadership, poor communication, weak performance, inappropriate remuneration policies. |
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Colleague engagement may continue to be challenged by ongoing media attention on culture within the banking sector, conduct and ethical considerations. |
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Inadequately designed people processes that are not resilient to withstand unexpected events. |
MEASUREMENT
People risk is measured through a series of quantitative and qualitative indicators, aligned to key sources of people risk for the Group such as succession, retention, colleague engagement and wellbeing. In addition to risk appetite measures and limits, people risks and controls are monitored on a monthly basis via the Group’s risk governance framework and reporting structures.
MITIGATION
The Group takes many mitigating actions with respect to people risk. Key areas of focus include:
|
Focusing on leadership and colleague engagement, through delivery of strategies to attract, retain and develop high calibre people together with implementation of rigorous succession planning. |
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Continued focus on the Group’s culture by developing and delivering initiatives that reinforce the appropriate behaviours which generate the best possible long-term outcomes for customers and colleagues. |
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Managing organisational capability and capacity through divisional people strategies to ensure there are the right skills and resources to meet customers’ needs and deliver the Group’s strategic plan. |
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Maintain effective remuneration arrangements to ensure they promote an appropriate culture and colleague behaviours that meet customer needs and regulatory expectations. |
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Ensuring colleague wellbeing strategies and support are in place to meet colleague needs, and that the skills and capability growth required to build a workforce for the ‘Bank of the Future’ are achieved. |
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Ensuring compliance with legal and regulatory requirements related to SM&CR, embedding compliant and appropriate colleague behaviours in line with Group policies, values and its people risk priorities. |
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Ongoing consultation with the Group’s recognised unions on changes which impact their members. |
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Reviewing and enhancing people processes to ensure they are fit for purpose and operationally resilient. |
MONITORING
Monitoring and reporting is undertaken at Board, Group, entity and divisional committees. Key people risk metrics are reported and discussed monthly at the Group People Risk Committee with escalation to Group Risk and Executive Committees and the Board where required.
All material people risk events are escalated in accordance with the Group Operational Risk Policy.
DEFINITION
Insurance underwriting risk is defined as the risk of adverse developments in the timing, frequency and severity of claims for insured/underwritten events and in customer behaviour, leading to reductions in earnings and/or value.
EXPOSURES
The major source of insurance underwriting risk within the Group is the Insurance business.
Longevity and persistency are key risks within the life and pensions business. Longevity risk arises from the annuity portfolios where policyholders’ future cash flows are guaranteed at retirement and increases in life expectancy, beyond current assumptions, will increase the cost of annuities. Longevity risk exposures are expected to increase with the Insurance business growth in the annuity market. Persistency assumptions are set to give a best estimate, however customer behaviour may result in increased cancellations or cessation of contributions.
The Group’s defined benefit pension schemes also expose the Group to longevity risk. For further information please refer to the defined benefit pension schemes component of the market risk section and note 36 to the financial statements.
Property insurance risk is a key risk within the General Insurance business, through Home Insurance. Exposures can arise, for example, in extreme weather conditions such as flooding, when property damage claims are higher than expected.
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MEASUREMENT
Insurance underwriting risks are measured using a variety of techniques including stress, reverse stress and scenario testing, as well as stochastic modelling. Current and potential future insurance underwriting risk exposures are assessed and aggregated on a range of stresses including risk measures based on 1-in-200 year stresses for the Insurance business’ regulatory capital assessments and other supporting measures where appropriate, including those set out in note 33 to the financial statements.
MITIGATION
Insurance underwriting risk in the Insurance business is mitigated in a number of ways:
|
General Insurance exposure to accumulations of risk and possible catastrophes is mitigated by reinsurance arrangements broadly spread over different reinsurers. Detailed modelling, including that of the potential losses under various catastrophe scenarios, supports the choice of reinsurance arrangements. |
|
Insurance processes on underwriting, claims management, pricing and product design. |
|
Longevity risk transfer and hedging solutions are considered on a regular basis and since 2017 the Group have reinsured £3.1 billion of annuitant longevity. A team of longevity and pricing experts has been built to support the annuity proposition. |
|
Exposure limits by risk type are assessed through the business planning process and used as a control mechanism to ensure risks are taken within risk appetite. |
MONITORING
Insurance underwriting risks in the Insurance business are monitored by Insurance senior executive committees and ultimately the Insurance Board. Significant risks from the Insurance business and the defined benefit pension schemes are reviewed by the Group Executive and Group Risk Committees and Board.
Insurance underwriting risk exposures within the Insurance business are monitored against risk appetite. The Insurance business monitors experiences against expectations, for example business volumes and mix, claims and persistency experience. The effectiveness of controls put in place to manage insurance underwriting risk is evaluated and significant divergences from experience or movements in risk exposures are investigated and remedial action taken.
DEFINITION
Capital risk is defined as the risk that the Group has a sub-optimal quantity or quality of capital or that capital is inefficiently deployed across the Group.
EXPOSURES
A capital risk exposure arises when the Group has insufficient capital resources to support its strategic objectives and plans, and to meet both regulatory and external stakeholder requirements and expectations. This could arise due to a depletion of the Group’s capital resources as a result of the crystallisation of any of the risks to which it is exposed. Alternatively a shortage of capital could arise from an increase in the amount of capital that needs to be held either at Group level, Ring-Fenced Bank (RFB) sub-group level or at a regulated entity level. The Group’s capital management approach is focused on maintaining sufficient capital resources across all regulated levels of its structure in order to prevent such exposures while optimising value for shareholders.
MEASUREMENT
The Group maintains capital levels commensurate with a prudent level of solvency and aims to deliver consistent and high quality returns to shareholders. To support this the capital risk appetite is calibrated by taking into consideration both an internal view of the amount of capital the Group should hold as well as recognising external regulatory requirements.
The Group measures both its capital requirements and the amount of capital resources it holds to meet those requirements through applying the regulatory framework defined by the Capital Requirements Directive and Regulation (CRD IV), as amended by provisions of the revised Capital Requirements Regulation (CRR II) that came into force in June 2019. Directive requirements are implemented in the UK by the Prudential Regulation Authority (PRA) and supplemented through additional regulation under the PRA Rulebook. Further details of the regulatory capital and leverage frameworks that the Group is subject to, including the means by which its capital and leverage requirements and capital resources are calculated, will be provided in the Group’s Pillar 3 Report.
The minimum amount of total capital, under Pillar 1 of the regulatory framework, is set at 8 per cent of total risk-weighted assets. At least 4.5 per cent of risk-weighted assets are required to be covered by common equity tier 1 (CET1) capital and at least 6 per cent of risk-weighted assets are required to be covered by tier 1 capital. These minimum Pillar 1 requirements are supplemented by additional minimum requirements under Pillar 2A of the regulatory framework, the aggregate of which is referred to as the Group’s Total Capital Requirement (TCR), and a number of regulatory capital buffers as described below.
Additional minimum requirements under Pillar 2A are set by the PRA as a firm-specific Individual Capital Requirement (ICR) reflecting a point in time estimate, which may change over time, of the minimum amount of capital that is needed by the Group to cover risks that are not fully covered by Pillar 1, such as credit concentration and operational risk, and those risks not covered at all by Pillar 1, such as pensions and interest rate risk in the banking book (IRRBB). The Group’s Pillar 2A capital requirement at 31 December 2019 was 4.6 per cent of risk-weighted assets, of which 2.6 per cent must be met by CET1 capital.
The Group is also required to hold a number of regulatory capital buffers which are required to be met with CET1 capital.
Systemic buffers are designed to hold systemically important banks to higher capital standards, so that they can withstand a greater level of stress before requiring resolution.
|
Although the Group is not currently classified as a global systemically important institution (G-SII) under the Capital Requirements Directive, it has been classified as an ‘other’ systemically important institution (O-SII) by the PRA. The O-SII buffer is set to zero in the UK. |
|
The systemic risk buffer (SRB) came into force for UK ring-fenced banks during 2019, with the PRA setting a buffer of 2.0 per cent of risk-weighted assets for the RFB sub-group. The size of the buffer applied to the RFB sub-group is dependent upon its total assets. The SRB equates to 1.7 per cent of risk-weighted assets at Group level, with the difference reflecting the risk-weighted assets of the Group that are not in the Ring-Fenced Bank sub-group and for which the SRB does not therefore apply. |
The capital conservation buffer (CCB) is a standard buffer of 2.5 per cent of risk-weighted assets designed to provide for losses in the event of stress.
The countercyclical capital buffer (CCYB) is time-varying and is designed to require banks to hold additional capital to remove or reduce the build-up of systemic risk in times of credit boom, providing additional loss absorbing capacity and acting as an incentive for banks to constrain further credit growth. The amount of the buffer is determined by reference to buffer rates applied by the Bank of England’s Financial Policy Committee (FPC) for the individual countries where the Group has relevant credit exposures. The CCYB rate for the UK is currently set at 1.0 per cent and will increase to 2.0 per cent from December 2020 following a review by the FPC of the appropriate level to set in the current standard risk environment. As a result of this change the PRA will consult in 2020 on a reduction in Pillar 2A capital requirements by 50 per cent of the relevant bank specific increase in the CCYB, which would leave overall loss absorbing capacity (MREL) broadly unchanged, but increase the Group’s requirement plus buffers for CET1 by c.65 basis points.
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The Bank of England’s Financial Policy Committee (FPC) regularly considers the adequacy of the UK CCYB rate in light of the evolution of the overall risk environment. As at 31 December 2019 non-zero buffer rates also currently apply for Bulgaria, the Czech Republic, Denmark, France, Hong Kong, Iceland, Ireland, Lithuania, Norway, Slovakia and Sweden. During 2020 Belgium, Germany, and Luxembourg will implement non-zero buffer rates. The Group’s overall countercyclical capital buffer at 31 December 2019 was 0.9 per cent of risk-weighted assets which reflects the concentration of exposures of the Group to the UK.
As part of the capital planning process, forecast capital positions are subjected to wide ranging programme of stress testing to determine the adequacy of the Group’s capital resources against the minimum requirements, including the ICR. The PRA considers outputs from both the Group’s internal stress tests and the annual Bank of England stress test, in conjunction with the Group’s other regulatory capital buffers and non-stress related elements, as part of the process for informing the setting of a bank-specific capital buffer for the Group, known as the PRA Buffer. The PRA requires this buffer to remain confidential between the Group and the PRA.
All buffers are required to be met with CET1 capital. Usage of the PRA Buffer would trigger a dialogue between the Group and the PRA to agree what action is required whereas a breach of the CRD IV combined buffer (all other regulatory buffers, as referenced above) would give rise to mandatory restrictions upon any discretionary capital distributions.
In addition to the risk-based capital framework outlined above, the Group is also subject to minimum capital requirements under the UK Leverage Ratio Framework. The leverage ratio is calculated by dividing fully loaded tier 1 capital resources by the leverage exposure which is a defined measure of on-balance sheet assets and off-balance sheet items.
The minimum leverage ratio requirement under the UK Leverage Ratio Framework is 3.25 per cent. This is supplemented by a time-varying countercyclical leverage buffer (CCLB) which is determined by multiplying the leverage exposure measure by 35 per cent of the countercyclical capital buffer (CCYB) rate. As at 31 December 2019 the CCLB for the Group was 0.3 per cent. This is set to increase in proportion to the increase in the countercyclical capital buffer following the FPC’s decision to increase the UK CCYB rate to 2.0 per cent with effect from December 2020. An additional leverage ratio buffer (ALRB) of 0.7 per cent applies to the Ring-Fenced Bank sub-group and is determined by multiplying the Ring-Fenced Bank sub-group leverage exposure measure by 35 per cent of the SRB. This equates to 0.6 per cent of the total leverage exposure measure at Group level.
At least 75 per cent of the 3.25 per cent minimum leverage ratio requirement as well as 100 per cent of regulatory leverage buffers must be met by CET1 capital.
The leverage ratio framework does not currently give rise to higher regulatory capital requirements for the Group than the risk-based capital framework.
MITIGATION
The Group has a capital management framework that includes the setting of capital risk appetite. Close monitoring of capital and leverage ratios is undertaken to ensure the Group meets regulatory requirements and risk appetite levels and deploys its capital resources efficiently. Comprehensive stress testing analyses take place to evidence capital adequacy.
The Group maintains a recovery plan which sets out a range of potential mitigating actions that could be taken in response to a stress. For example, the Group is able to accumulate additional capital through the retention of profits over time, which can be enhanced through reducing or cancelling dividend payments and share buybacks, by raising new equity via, for example, a rights issue or debt exchange and by raising additional tier 1 or tier 2 capital securities. The cost and availability of additional capital is dependent upon market conditions and perceptions at the time. The Group is also able to manage the demand for capital through management actions including adjusting its lending strategy, risk hedging strategies and through business disposals.
MONITORING
The Group’s capital is actively managed and monitoring capital ratios is a key factor in the Group’s planning processes and stress testing, which separately cover the Ring-Fenced Bank sub-group and key individual banking entities. Multi-year base-case forecasts of the Group’s capital position, based upon the Group’s operating plan, are produced at least annually to inform the Group’s capital plan whilst shorter term forecasts are more frequently undertaken to understand and respond to variations of the Group’s actual performance against the plan. The Group’s capital plan is tested for capital adequacy using a range of stress scenarios and sensitivities covering adverse economic conditions as well as other adverse factors that could impact the Group.
The Group’s capital plan also considers the impact of IFRS 9 which has the potential to increase bank capital volatility. Under stress this is primarily a result of provisioning for assets that are not in default at an earlier stage than would have been the case under IAS 39.
In the short to medium term the IFRS 9 transitional arrangements for capital, which the Group has adopted, will provide some stability in capital requirements against the increased provisioning, measurement uncertainty and volatility introduced by IFRS 9.
For the Bank of England Annual Cyclical Scenario stress test, the Bank of England has taken action to avoid an unwarranted de facto increase in capital requirements that could result from the interaction of IFRS 9. The stress hurdle rates for banks participating in the exercise are adjusted to recognise the additional resilience provided by the earlier provisions taken under IFRS 9. The Bank of England is considering options for a more enduring treatment of IFRS9 provisions in the capital framework and alternative options will be explored further during the 2020 Bank of England ACS stress test.
Regular reporting of actual and base case and stress scenario projected ratios for Group, the Ring-Fenced Bank sub-group and key legal entities is undertaken, including submissions to the Group Capital Risk Committee (GCRC), Group Financial Risk Committee (GFRC), Group Asset and Liability Committee (GALCO), Group Risk Committee (GRC), Board Risk Committee (BRC) and the Board. Capital policies and procedures are well established and subject to independent oversight.
The regulatory framework within which the Group operates continues to evolve and further detail on this will be provided in the Group’s Pillar 3 report. The Group continues to monitor these developments very closely, analysing the potential capital impacts to ensure that, through organic capital generation and management actions, the Group continues to maintain a strong capital position that exceeds both minimum regulatory requirements and the Group’s risk appetite and is consistent with market expectations.
Target capital ratios
The Board’s view of the ongoing level of CET1 capital required by the Group to grow the business, meet regulatory requirements and cover uncertainties continues to be c12.5 per cent plus a management buffer of c.1 per cent.
This takes into account, amongst other things:
|
the minimum Pillar 1 CET1 capital requirement of 4.5 per cent of risk-weighted assets. |
|
the Group’s Pillar 2A set by the PRA. During the year the PRA reduced the Group’s Pillar 2A requirement from 4.7 per cent to 4.6 per cent of risk-weighted assets at 31 December 2019, of which 2.6 per cent must be met by CET1 capital. |
|
the capital conservation buffer (CCB) requirement of 2.5 per cent of risk-weighted assets. |
|
the Group’s current countercyclical capital buffer (CCYB) requirement of 0.9 per cent of risk-weighted assets, which is set to increase following the FPC’s decision to increase the UK CCYB rate from 1.0 per cent to 2.0 per cent, effective from December 2020. In conjunction the PRA will consult during 2020 on a proposed reduction in Pillar 2A capital requirements by 50 per cent of this increase in the CCYB, equivalent to reducing the Pillar 2A CET1 requirement by 28 per cent of the increase. |
|
the Ring-Fenced Bank sub-group’s systemic risk buffer (SRB) of 2.0 per cent of risk-weighted assets, which equates to 1.7 per cent of risk weighted assets at Group level. |
|
the Group’s PRA Buffer, which the PRA sets after taking account of the results of the annual PRA stress test and other information, as well as outputs from the Group’s internal stress tests. The PRA requires the PRA Buffer itself to remain confidential between the Group and the PRA. |
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Dividend policy
The Group has established a policy to pay a progressive and sustainable ordinary dividend. Any growth in the ordinary dividend will be decided by the Board in light of the circumstances at the time.
The Board also gives due consideration to the return of capital through the use of special dividends or share buybacks. Surplus capital represents capital over and above the amount management wish to retain to grow the business, meet regulatory requirements and cover uncertainties. The amount of required capital may vary from time to time depending on circumstances and by its nature there can be no guarantee that any return of surplus capital will be appropriate.
The ability of the Group to pay a dividend is also subject to constraints including the availability of distributable reserves, legal and regulatory restrictions and the Group’s financial and operating performance.
Distributable reserves are determined as required by the Companies Act 2006 by reference to a company’s individual financial statements. At 31 December 2019 Lloyds Banking Group plc (‘the Company’) had accumulated distributable reserves of approximately £10 billion. Substantially all of the Company’s merger reserve is available for distribution under UK company law as a result of transactions undertaken to recapitalise the Company in 2009.
Lloyds Banking Group plc acts as a holding company which also issues capital and other securities to capitalise and fund the activities of the Group. The profitability of the holding company, and its ability to sustain dividend payments, is therefore dependent upon the continued receipt of dividends from its main operating subsidiaries, including Lloyds Bank plc (the Ring-Fenced Bank), Lloyds Bank Corporate Markets plc (the non-ring-fenced bank), LBG Equity Investments Limited and Scottish Widows Group Limited (the insurance business). The principal operating subsidiary is Lloyds Bank plc which, at 31 December 2019, had a consolidated CET1 capital ratio of 14.3 per cent (31 December 2018: 14.9 per cent). A number of Group subsidiaries, principally those with banking and insurance activities, are subject to regulatory capital requirements which require minimum amounts of capital to be maintained relative to their size and risk. The Group actively manages the capital of its subsidiaries, which includes monitoring the regulatory capital ratios for its banking and insurance subsidiaries and, on a consolidated basis, the RFB sub-group against approved risk appetite levels. The Group operates a formal capital management policy which requires all subsidiary entities to remit surplus capital to their parent companies.
In May 2019 the Group announced that it will move to the payment of quarterly dividends in 2020, with the first quarterly dividend in respect of the period to 31 March 2020 payable in June 2020. The new approach will result in three equal interim ordinary dividend payments for the first three quarters of the year followed by, subject to performance, a larger final dividend for the fourth quarter of the year. The first three quarterly payments, payable in June, September and December will be equal to 20 per cent of the previous year’s total ordinary dividend per share. The fourth quarter payment will be announced with the full year results, with the amount continuing to deliver a full year dividend payment that reflects the Group’s financial performance and objective of a progressive and sustainable ordinary dividend.
Minimum requirement for own funds and eligible liabilities (MREL)
In 2015, the Financial Stability Board established an international standard for the total loss absorbing capacity (TLAC) of global systemically important banks (G-SIBs). The standard, which applies from 1 January 2019, is designed to enhance the resilience of the global financial system by ensuring that failing G-SIBs have sufficient capital to absorb losses and recapitalise under resolution, whilst continuing to provide critical banking services.
At EU level, G-SIBs are subject to the minimum requirements for own funds and eligible liabilities (MREL) that came into force in June 2019 following the implementation of CRR II. The MREL framework reflects the European implementation of the global TLAC standard. The purpose of MREL is to require firms to maintain sufficient own funds and eligible liabilities that are capable of credibly bearing losses or recapitalising a bank whilst in resolution. MREL requirements can be satisfied by a combination of regulatory capital and certain unsecured liabilities (which must be subordinate to a firm’s operating liabilities).
In the UK the Bank of England has implemented the requirements of the TLAC standard through a statement of policy on MREL (the MREL SoP).
As the Group is not classified as a G-SIB it is not directly subject to the CRR II MREL requirements. However the Group is subject to the Bank of England’s MREL SoP and must therefore maintain a minimum level of MREL resources from 1 January 2020. The Group operates a single point of entry (SPE) resolution strategy, with Lloyds Banking Group plc as the designated resolution entity.
Applying the Bank of England’s MREL SoP to current minimum capital requirements, the Group’s indicative MREL requirement, excluding regulatory capital and leverage buffers, is as follows:
|
From 1 January 2020, the higher of 2 times Pillar 1 plus Pillar 2A, equivalent to 20.6 per cent of risk-weighted assets, or 6.5 per cent of the UK leverage ratio exposure measure |
|
From 1 January 2022, the higher of 2 times Pillar 1 plus 2 times Pillar 2A, equivalent to 25.2 per cent of risk-weighted assets, or 6.5 per cent of the UK leverage ratio exposure measure. |
In addition, CET1 capital cannot be used to meet both MREL requirements and capital or leverage buffers.
The Bank of England will review the calibration of MREL in 2020 before setting final end-state requirements to be met from 2022. This review will take into consideration any changes to the capital framework, including the finalisation of the Basel III reforms.
Internal MREL requirements will also apply to the Group’s material sub-groups and entities, including the RFB sub-group, Lloyds Bank plc, Bank of Scotland plc and Lloyds Bank Corporate Markets plc, from 1 January 2020.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Analysis of capital position
The Group’s adjusted CET1 capital build amounted to 207 basis points before PPI, and to 86 basis points after the in-year PPI charge, reflecting:
|
Underlying capital build (198 basis points), including the dividend paid up by the Insurance business in February 2020 in relation to its 2019 earnings (18 basis points) |
|
Other movements (20 basis points), reflecting market movements and the continued optimisation of Commercial Banking risk-weighted assets, net of additional pension contributions and model updates |
|
Offset by a reduction of 121 basis points relating to the in-year PPI charge and 11 basis points relating to the impact of changes arising from the implementation of IFRS 16 on risk-weighted assets. |
The Group’s capital position also benefitted by 34 basis points as a result of the cancellation of the remaining c.£650 million of the 2019 buyback programme, as announced in September 2019. The Group used 9 basis points of capital for the acquisition of the Tesco UK prime residential mortgage portfolio.
Overall the Group’s CET1 capital ratio is 15.0 per cent on an adjusted basis before ordinary dividends and 13.8 per cent on an adjusted basis after ordinary dividends (31 December 2018: 13.9 per cent an adjusted, after ordinary dividends and incorporating the effects of the share buyback announced in February 2019).
Excluding the Insurance dividend paid in February 2020 the Group’s actual CET1 ratio is 13.6 per cent after ordinary dividends (31 December 2018: 14.6 per cent).
The accrual for foreseeable dividends reflects the recommended final ordinary dividend of 2.25 pence per share.
The transitional total capital ratio, after ordinary dividends, reduced to 21.3 per cent (21.5 per cent on an adjusted basis), largely reflecting the reduction in CET1 capital and the net reduction in AT1 capital instruments, partially offset by the reduction in risk-weighted assets.
The UK leverage ratio, after ordinary dividends, reduced from 5.6 per cent on an adjusted basis to 5.2 per cent on an adjusted basis, largely reflecting the reduction in the fully loaded tier 1 capital position, partially offset by a reduction in the exposure measure.
Total capital requirement
The Group’s total capital requirement (TCR) as at 31 December 2019, being the aggregate of the Group’s Pillar 1 and current Pillar 2A capital requirements, was £25,608 million (31 December 2018: £26,124 million).
Capital resources
An analysis of the Group’s capital position as at 31 December 2019 is presented in the following section on both a CRD IV transitional arrangements basis and a CRD IV fully loaded basis, as amended by provisions of the revised Capital Requirements Regulation (CRR II) that came into force in June 2019. In addition the Group’s capital position reflects the application of the transitional arrangements for IFRS 9.
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Table Y: Capital resources
The table below summarises the consolidated capital position of the Group. The Group’s Pillar 3 Report will provide a comprehensive analysis of the own funds of the Group.
Transitional | Fully loaded | |||||||||||||||
At
31 Dec
2019 £m |
At 31 Dec
2018 £m |
At
31 Dec
2019 £m |
At 31 Dec
2018 £m |
|||||||||||||
Common equity tier 1 | ||||||||||||||||
Shareholders’ equity per balance sheet | 41,697 | 43,434 | 41,697 | 43,434 | ||||||||||||
Adjustment to retained earnings for foreseeable dividends | (1,586 | ) | (1,523 | ) | (1,586 | ) | (1,523 | ) | ||||||||
Deconsolidation adjustments1 | 2,337 | 2,273 | 2,337 | 2,273 | ||||||||||||
Adjustment for own credit | 26 | (280 | ) | 26 | (280 | ) | ||||||||||
Cash flow hedging reserve | (1,504 | ) | (1,051 | ) | (1,504 | ) | (1,051 | ) | ||||||||
Other adjustments | 247 | (19 | ) | 247 | (19 | ) | ||||||||||
41,217 | 42,834 | 41,217 | 42,834 | |||||||||||||
less: deductions from common equity tier 1 | ||||||||||||||||
Goodwill and other intangible assets | (4,179 | ) | (3,667 | ) | (4,179 | ) | (3,667 | ) | ||||||||
Prudent valuation adjustment | (509 | ) | (529 | ) | (509 | ) | (529 | ) | ||||||||
Excess of expected losses over impairment provisions and value adjustments | (243 | ) | (27 | ) | (243 | ) | (27 | ) | ||||||||
Removal of defined benefit pension surplus | (531 | ) | (994 | ) | (531 | ) | (994 | ) | ||||||||
Securitisation deductions | (185 | ) | (191 | ) | (185 | ) | (191 | ) | ||||||||
Significant investments1 | (4,626 | ) | (4,222 | ) | (4,626 | ) | (4,222 | ) | ||||||||
Deferred tax assets | (3,200 | ) | (3,037 | ) | (3,200 | ) | (3,037 | ) | ||||||||
Common equity tier 1 capital | 27,744 | 30,167 | 27,744 | 30,167 | ||||||||||||
Additional tier 1 | ||||||||||||||||
Other equity instruments | 5,881 | 6,466 | 5,881 | 6,466 | ||||||||||||
Preference shares and preferred securities2 | 4,127 | 4,008 | – | – | ||||||||||||
Transitional limit and other adjustments | (2,474 | ) | (1,804 | ) | – | – | ||||||||||
7,534 | 8,670 | 5,881 | 6,466 | |||||||||||||
less: deductions from tier 1 | ||||||||||||||||
Significant investments1 | (1,286 | ) | (1,298 | ) | – | – | ||||||||||
Total tier 1 capital | 33,992 | 37,539 | 33,625 | 36,633 | ||||||||||||
Tier 2 | ||||||||||||||||
Other subordinated liabilities2 | 13,003 | 13,648 | 13,003 | 13,648 | ||||||||||||
Deconsolidation of instruments issued by insurance entities1 | (1,796 | ) | (1,767 | ) | (1,796 | ) | (1,767 | ) | ||||||||
Adjustments for transitional limit and non-eligible instruments | 2,278 | 1,504 | (2,204 | ) | (1,266 | ) | ||||||||||
Amortisation and other adjustments | (3,101 | ) | (2,717 | ) | (3,101 | ) | (2,717 | ) | ||||||||
10,384 | 10,668 | 5,902 | 7,898 | |||||||||||||
less: deductions from tier 2 | ||||||||||||||||
Significant investments1 | (960 | ) | (973 | ) | (2,246 | ) | (2,271 | ) | ||||||||
Total capital resources | 43,416 | 47,234 | 37,281 | 42,260 | ||||||||||||
Risk-weighted assets | 203,431 | 206,366 | 203,431 | 206,366 | ||||||||||||
Common equity tier 1 capital ratio3 | 13.6% | 14.6% | 13.6% | 14.6% | ||||||||||||
Tier 1 capital ratio | 16.7% | 18.2% | 16.5% | 17.8% | ||||||||||||
Total capital ratio | 21.3% | 22.9% | 18.3% | 20.5% |
1 | For regulatory capital purposes, the Group’s Insurance business is deconsolidated and replaced by the amount of the Group’s investment in the business. A part of this amount is deducted from capital (via ’significant investments’ in the table above) and the remaining amount is risk-weighted, forming part of threshold risk-weighted assets. |
2 | Preference shares, preferred securities and other subordinated liabilities are categorised as subordinated liabilities in the balance sheet. |
3 | The common equity tier 1 ratio is 13.8 per cent on an adjusted basis reflecting the dividend paid up by the Insurance business in February 2020 in relation to its 2019 earnings (31 December 2018: 13.9 per cent on an adjusted basis, incorporating the effects of the share buyback announced in February 2019). |
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Movements in capital resources
The key difference between the transitional capital calculation as at 31 December 2019 and the fully loaded equivalent is primarily related to capital securities that previously qualified as tier 1 or tier 2 capital, but that do not fully qualify under the regulation, which can be included in additional tier 1 (AT1) or tier 2 capital (as applicable) up to specified limits which reduce by 10 per cent per annum until 2022. In addition, following revisions to eligibility criteria for capital instruments under CRR II, certain tier 1 capital instruments of the Group that will transition to tier 2 capital by 2022 will cease to qualify as regulatory capital in June 2025. The key movements on a transitional basis are set out in the table below.
Table Z: Movements in capital resources
Common
Equity tier 1 £m |
Additional
Tier 1 £m |
Tier 2
£m |
Total
capital £m |
|||||||||||||
At 31 December 2018 | 30,167 | 7,372 | 9,695 | 47,234 | ||||||||||||
Banking profit attributable to ordinary shareholders1 | 2,228 | – | – | 2,228 | ||||||||||||
Movement in foreseeable dividends2 | (63 | ) | – | – | (63 | ) | ||||||||||
Dividends paid out on ordinary shares during the year | (2,312 | ) | – | – | (2,312 | ) | ||||||||||
Dividends received from the Insurance business1 | 450 | – | – | 450 | ||||||||||||
Share buyback completed | (1,095 | ) | – | – | (1,095 | ) | ||||||||||
IFRS 9 transitional adjustment to retained earnings | (49 | ) | – | – | (49 | ) | ||||||||||
Movement in treasury shares and employee share schemes | 233 | – | – | 233 | ||||||||||||
Pension movements: | ||||||||||||||||
Removal of defined benefit pension surplus | 463 | – | – | 463 | ||||||||||||
Movement through other comprehensive income | (1,117 | ) | – | – | (1,117 | ) | ||||||||||
Fair value through other comprehensive income reserve | (142 | ) | – | – | (142 | ) | ||||||||||
Prudent valuation adjustment | 20 | – | – | 20 | ||||||||||||
Deferred tax asset | (163 | ) | – | – | (163 | ) | ||||||||||
Goodwill and other intangible assets | (512 | ) | – | – | (512 | ) | ||||||||||
Excess of expected losses over impairment provisions and value adjustments | (216 | ) | – | – | (216 | ) | ||||||||||
Significant investments | (404 | ) | 12 | 13 | (379 | ) | ||||||||||
Movements in other equity, subordinated debt and other tier 2 items: | ||||||||||||||||
Repurchases, redemptions and other | – | (2,032 | ) | (284 | ) | (2,316 | ) | |||||||||
Issuances | – | 896 | – | 896 | ||||||||||||
Other movements | 256 | – | – | 256 | ||||||||||||
At 31 December 2019 | 27,744 | 6,248 | 9,424 | 43,416 |
1 | Under the regulatory framework, profits made by Insurance are removed from CET1 capital. However, when dividends are paid to the Group by Insurance these are recognised through CET1 capital. The £450 million of dividends received from Insurance during the year include £350 million in respect of their 2018 full year ordinary dividend and £100 million in respect of their 2019 interim ordinary dividend. |
2 | Reflects the accrual for the 2019 full year ordinary dividend and the reversal of the accrual for the 2018 full year ordinary dividend which was paid during the year. |
CET1 capital resources have reduced by £2,423 million over the year, primarily reflecting:
|
the interim dividend paid in September 2019 and the accrual for the 2019 full year ordinary dividend |
|
the extent of the 2019 share buyback programme completed during the year prior to the cancellation of the remaining 2019 buyback programme in September 2019 |
|
the impact of additional pension contributions made during the year |
|
the increase in other intangible assets, excess expected losses and significant investments in financial sector entities |
|
offset in part by profit generation during the year (net of PPI provision charges), the receipt of dividends paid by the Insurance business during the year and movements in treasury shares and employee share schemes |
AT1 capital resources have reduced by £1,124 million over the year, primarily reflecting a redemption during the year and the annual reduction in the transitional limit applied to grandfathered AT1 capital instruments, offset in part by the issuance of new capital instruments.
Tier 2 capital resources have reduced by £271 million over the year, largely reflecting the amortisation of dated instruments and a reduction in eligible provisions, partially offset by the transitioning of grandfathered AT1 instruments to tier 2.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table AA: Minimum requirement for own funds and eligible liabilities (MREL)
An analysis of the Group’s current transitional MREL position is provided below.
Transitional2 | ||||||||
At 31 Dec
2019 £m |
At 31 Dec
2018 £m |
|||||||
Total capital resources (transitional basis) | 43,416 | 47,234 | ||||||
Ineligible AT1 and tier 2 instruments1 | (874 | ) | (613 | ) | ||||
Amortised portion of eligible tier 2 instruments issued by Lloyds Banking Group plc | 24 | – | ||||||
Senior unsecured securities issued by Lloyds Banking Group plc | 23,554 | 20,213 | ||||||
Total MREL resources2 | 66,120 | 66,834 | ||||||
Risk-weighted assets | 203,431 | 206,366 | ||||||
MREL ratio3 | 32.5% | 32.4% | ||||||
Leverage exposure measure | 654,387 | 663,277 | ||||||
MREL leverage ratio | 10.1% | 10.1% |
1 | Instruments with less than one year to maturity or governed under non-EEA law without a contractual bail-in clause. |
2 | Until 2022, externally issued regulatory capital in operating entities can count towards the Group’s MREL to the extent that such capital would count towards the Group’s consolidated capital resources. |
3 | The MREL ratio is 32.6 per cent on an adjusted basis upon recognition of the dividend paid up by the Insurance business in February 2020 in relation to its 2019 earnings (31 December 2018: 32.6 per cent on an adjusted basis). |
During 2019, the Group issued externally £3.5 billion (sterling equivalent) of senior unsecured securities from Lloyds Banking Group plc which, while not included in total capital, are eligible to meet MREL requirements. Combined with previous issuances made over the last few years the Group remains comfortably positioned to meet MREL requirements from 1 January 2020 and, as at 31 December 2019, had a transitional MREL ratio of 32.5 per cent of risk-weighted assets.
Total MREL resources reduced by £714 million, largely as a result of the reduction in total capital resources, offset in part by the increase in senior unsecured securities following the issuances made during the year.
Table AB: Risk-weighted assets
At 31 Dec
2019 £m |
At 31 Dec
2018 £m |
|||||||
Foundation Internal Ratings Based (IRB) Approach | 53,842 | 60,555 | ||||||
Retail IRB Approach | 63,208 | 59,522 | ||||||
Other IRB Approach | 18,544 | 15,666 | ||||||
IRB Approach | 135,594 | 135,743 | ||||||
Standardised (STA) Approach | 24,420 | 25,757 | ||||||
Credit risk | 160,014 | 161,500 | ||||||
Counterparty credit risk | 5,083 | 5,718 | ||||||
Contributions to the default funds of central counterparties | 210 | 830 | ||||||
Credit valuation adjustment risk | 584 | 702 | ||||||
Operational risk | 25,482 | 25,505 | ||||||
Market risk | 1,790 | 2,085 | ||||||
Underlying risk-weighted assets | 193,163 | 196,340 | ||||||
Threshold risk-weighted assets1 | 10,268 | 10,026 | ||||||
Total risk-weighted assets | 203,431 | 206,366 |
1 | Threshold risk-weighted assets reflect the element of significant investments and deferred tax assets that are permitted to be risk-weighted instead of being deducted from CET1 capital. Significant investments primarily arise from investment in the Group’s Insurance business. |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table AC: Risk-weighted assets movement by key driver
Credit risk
IRB £m |
Credit risk
STA £m |
Credit risk
total1 £m |
Counterparty
credit risk2 £m |
Market risk
£m |
Operational risk
£m |
Total
£m |
||||||||||||||||||||||
Total risk-weighted assets as at 31 December 2018 | 206,366 | |||||||||||||||||||||||||||
Less threshold risk-weighted assets3 | (10,026 | ) | ||||||||||||||||||||||||||
Risk-weighted assets as at 31 December 2018 | 135,743 | 25,757 | 161,500 | 7,250 | 2,085 | 25,505 | 196,340 | |||||||||||||||||||||
Asset size | (2,707 | ) | (1,184 | ) | (3,891 | ) | (257 | ) | (110 | ) | – | (4,258 | ) | |||||||||||||||
Asset quality | 2,190 | (682 | ) | 1,508 | (672 | ) | – | – | 836 | |||||||||||||||||||
Model updates | 2,284 | – | 2,284 | – | (110 | ) | – | 2,174 | ||||||||||||||||||||
Methodology and policy | (1,083 | ) | (747 | ) | (1,830 | ) | (339 | ) | 4 | – | (2,165 | ) | ||||||||||||||||
Acquisitions and disposals | – | 1,326 | 1,326 | – | – | – | 1,326 | |||||||||||||||||||||
Movements in risk levels (market risk only) | – | – | – | – | (79 | ) | – | (79 | ) | |||||||||||||||||||
Foreign exchange movements | (833 | ) | (50 | ) | (883 | ) | (105 | ) | – | – | (988 | ) | ||||||||||||||||
Other | – | – | – | – | – | (23 | ) | (23 | ) | |||||||||||||||||||
Risk-weighted assets as at 31 December 2019 | 135,594 | 24,420 | 160,014 | 5,877 | 1,790 | 25,482 | 193,163 | |||||||||||||||||||||
Threshold risk-weighted assets3 | 10,268 | |||||||||||||||||||||||||||
Risk-weighted assets as at 31 December 2019 | 203,431 |
1 | Credit risk includes securitisation risk-weighted assets. |
2 | Counterparty credit risk includes movements in contributions to the default funds of central counterparties and movements in credit valuation adjustment risk. |
3 | Threshold risk-weighted assets reflect the element of significant investments and deferred tax assets that are permitted to be risk-weighted instead of being deducted from CET1 capital. Significant investments primarily arise from investments in the Group’s Insurance business. |
The risk-weighted assets movement table provides analysis of the movement in risk-weighted assets in the period by risk type and an insight into the key drivers of the movements. The key driver analysis is compiled on a monthly basis through the identification and categorisation of risk-weighted asset movements and is subject to management judgment.
Credit risk, risk-weighted assets:
|
Asset size reduction of £3.9 billion, largely driven by commercial portfolio management, includes changes in book size (both drawn and undrawn balances) and composition, excluding acquisitions and disposals. |
|
Asset quality increase of £1.5 billion includes increases in the valuation of equity investments as well as movements due to changes in borrower risk, including changes in the macro-economic environment |
|
Model updates increase in risk-weighted assets of £2.3 billion which relates to changes to the Retail mortgage models |
|
Methodology and policy changes reduced risk-weighted assets by £1.8 billion principally as a result of securitisation activity, partially offset by the introduction of IFRS 16. |
|
Acquisition and disposals increase of £1.3 billion reflects the purchase of the Tesco Bank UK prime residential mortgage portfolio. |
Counterparty credit risk, risk-weighted assets reduced by £1.4 billion due to reduced contributions to the default fund of a central counterparty, movement in CVA and a reduction in asset size.
Market risk, risk-weighted assets reductions of £0.3 billion were driven by refinements to internal models, a change in the business model following ring-fencing and movement in risk levels.
Leverage ratio
Analysis of leverage movements
The Group’s fully loaded UK leverage ratio reduced to 5.1 per cent, primarily driven by the reduction in tier 1 capital. This was partially offset by the £8.9 billion reduction in the leverage exposure measure which largely reflected the reduction in the derivatives exposure measure and off-balance sheet items.
On an adjusted basis the UK leverage ratio reduced to 5.2 per cent from 5.6 per cent, on an adjusted basis at 31 December 2018.
The derivatives exposure measure, representing derivative financial instruments per the balance sheet net of deconsolidation and derivatives adjustments, reduced by £3.6 billion during the period, predominantly reflecting a move from a collateralised-to-market to a settled-to-market approach for swaps transacted through a central counterparty.
The SFT exposure measure, representing SFT assets per the balance sheet net of deconsolidation and other SFT adjustments, reduced by £0.6 billion during the period, largely reflecting a reduction in volumes.
Off-balance sheet items reduced by £3.2 billion during the period, reflecting an overall reduction in corporate facilities driven by commercial portfolio management, offset in part by new residential mortgage offers placed.
The average UK leverage ratio of 5.0 per cent over the quarter largely reflected a higher average exposure measure compared to the position at 31 December 2019, with the reductions in the derivative exposure measure and off-balance sheet items described above largely occurring towards the end of the quarter.
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Table AD: Leverage ratio
Fully loaded | ||||||||
At 31 Dec
2019 £m |
At 31 Dec
2018 £m |
|||||||
Total tier 1 capital for leverage ratio | ||||||||
Common equity tier 1 capital | 27,744 | 30,167 | ||||||
Additional tier 1 capital | 5,881 | 6,466 | ||||||
Total tier 1 capital | 33,625 | 36,633 | ||||||
Exposure measure | ||||||||
Statutory balance sheet assets | ||||||||
Derivative financial instruments | 26,369 | 23,595 | ||||||
Securities financing transactions | 67,424 | 69,301 | ||||||
Loans and advances and other assets | 740,100 | 704,702 | ||||||
Total assets | 833,893 | 797,598 | ||||||
Qualifying central bank claims | (49,590 | ) | (50,105 | ) | ||||
Deconsolidation adjustments1 | ||||||||
Derivative financial instruments | (1,293 | ) | (1,376 | ) | ||||
Securities financing transactions | (334 | ) | (487 | ) | ||||
Loans and advances and other assets | (167,410 | ) | (130,048 | ) | ||||
Total deconsolidation adjustments | (169,037 | ) | (131,911 | ) | ||||
Derivatives adjustments | ||||||||
Adjustments for regulatory netting | (11,298 | ) | (8,828 | ) | ||||
Adjustments for cash collateral | (12,551 | ) | (10,536 | ) | ||||
Net written credit protection | 458 | 539 | ||||||
Regulatory potential future exposure | 16,337 | 18,250 | ||||||
Total derivatives adjustments | (7,054 | ) | (575 | ) | ||||
Securities financing transactions adjustments | 1,164 | 40 | ||||||
Off-balance sheet items | 53,191 | 56,393 | ||||||
Regulatory deductions and other adjustments | (8,180 | ) | (8,163 | ) | ||||
Total exposure measure2 | 654,387 | 663,277 | ||||||
Average exposure measure3 | 667,433 | |||||||
UK Leverage ratio2,4 | 5.1% | 5.5% | ||||||
Average UK leverage ratio3 | 5.0% | |||||||
CRD IV exposure measure5 | 703,977 | 713,382 | ||||||
CRD IV leverage ratio5 | 4.8% | 5.1% |
1 | Deconsolidation adjustments relate to the deconsolidation of certain Group entities that fall outside the scope of the Group’s regulatory capital consolidation, being primarily the Group’s Insurance business. |
2 | Calculated in accordance with the UK Leverage Ratio Framework which requires qualifying central bank claims to be excluded from the leverage exposure measure. |
3 | The average UK leverage ratio is based on the average of the month end tier 1 capital position and average exposure measure over the quarter (1 October 2019 to 31 December 2019). The average of 5.0 per cent compares to 4.9 per cent at the start and 5.1 per cent at the end of the quarter. |
4 | The UK leverage ratio is 5.2 per cent on an adjusted basis upon recognition of the dividend paid up by the Insurance business in February 2020 in relation to its 2019 earnings (31 December 2018: 5.6 per cent on an adjusted basis). |
5 | Calculated in accordance with CRD IV rules which include central bank claims within the leverage exposure measure. |
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Table AE : Application of IFRS 9 on a full impact basis for capital and leverage
IFRS 9 full impact | ||||||||
At 31 Dec
2019 |
At 31 Dec
2018 |
|||||||
Common equity tier 1 (£m) | 27,002 | 29,592 | ||||||
Transitional tier 1 (£m) | 33,249 | 36,964 | ||||||
Transitional total capital (£m) | 43,153 | 47,195 | ||||||
Total risk-weighted assets (£m) | 203,083 | 206,614 | ||||||
Common equity tier 1 ratio (%) | 13.3% | 14.3% | ||||||
Transitional tier 1 ratio (%) | 16.4% | 17.9% | ||||||
Transitional total capital ratio (%) | 21.2% | 22.8% | ||||||
UK leverage ratio exposure measure (£m) | 653,643 | 663,182 | ||||||
UK leverage ratio (%) | 5.0% | 5.4% |
The Group has opted to apply paragraph 4 of CRR Article 473a (the ‘transitional rules’) which allows for additional capital relief in respect of any post 1 January 2018 increase in Stage 1 and Stage 2 IFRS 9 expected credit loss provisions (net of regulatory expected losses) during the transition period. As at 31 December 2019 no additional capital relief has been recognised.
Stress testing
The Group undertakes a wide-ranging programme of stress testing providing a comprehensive view of the potential impacts arising from the risks to which the Group and its key legal entities are exposed. One of the most important uses of stress testing is to assess the resilience of the operational and strategic plans of the Group and its legal entities to adverse economic conditions and other key vulnerabilities. As part of this programme the Group conducted a macroeconomic stress test of the four year operating plan in the first quarter of 2019.
The Group also participates in the UK wide Annual Cyclical Scenario stress tests run by the Bank of England. In the 2019 Bank of England stress test the Group exceeded the capital and leverage hurdles on a transitional basis after the application of management actions and was not required to take any action as a result of the test.
G-SIB indicators
Although the Group is not currently classified as a Global Systemically Important Bank (G-SIB), by virtue of the Group’s leverage exposure measure exceeding €200 billion the Group is required to report G-SIB indicator metrics to the PRA. The Group’s indicator metrics used within the 2019 Basel G-SIBs annual exercise will be disclosed from April 2020 and the results are expected to be made available by the Basel Committee later this year.
Insurance businesses
The business transacted by the insurance companies within the Group comprises both life insurance business and General Insurance business. Life insurance business comprises unit-linked business, non-profit business and with-profits business.
Scottish Widows Limited (SW Ltd) holds the only with-profit fund managed by the Group. Each insurance company within the Group is regulated by the PRA.
The Solvency II regime for insurers and insurance groups came into force from 1 January 2016. The insurance businesses are required to calculate solvency capital requirements and available capital on a risk-based approach. The Insurance business of the Group calculates regulatory capital on the basis of an internal model, which was approved by the PRA on 5 December 2015, with the latest major change to the model approved in December 2019.
The minimum required capital must be maintained at all times throughout the year. These capital requirements and the capital available to meet them are regularly estimated in order to ensure that capital maintenance requirements are being met.
All minimum regulatory requirements of the insurance companies have been met during the year.
DEFINITION
Funding risk is defined as the risk that the Group does not have sufficiently stable and diverse sources of funding. Liquidity risk is defined as the risk that the Group has insufficient financial resources to meet its commitments as they fall due.
EXPOSURE
Liquidity exposure represents the potential stressed outflows in any future period less expected inflows. The Group considers liquidity exposure from both an internal and a regulatory perspective.
MEASUREMENT
Liquidity risk is managed through a series of measures, tests and reports that are primarily based on contractual maturities with behavioural overlays as appropriate. Note 53 on page F-120 sets out an analysis of assets and liabilities by relevant maturity grouping. The Group undertakes quantitative and qualitative analysis of the behavioural aspects of its assets and liabilities in order to reflect their expected behaviour.
MITIGATION
The Group manages and monitors liquidity risks and ensures that liquidity risk management systems and arrangements are adequate with regard to the internal risk appetite, Group strategy and regulatory requirements. Liquidity policies and procedures are subject to independent internal oversight by Risk. Overseas branches and subsidiaries of the Group may also be required to meet the liquidity requirements of the entity’s domestic country. Management of liquidity requirements is performed by the overseas branch or subsidiary in line with Group policy. Liquidity risk of the Insurance business is actively managed and monitored within the Insurance business. The Group plans funding requirements over the life of the funding plan, combining business as usual and stressed conditions. The Group manages its liquidity position both with regard to its internal risk appetite and the Liquidity Coverage Ratio (LCR) as required by the PRA and Capital Requirements Directive and Regulation (CRD IV) liquidity requirements.
The Group’s funding and liquidity position is underpinned by its significant customer deposit base, and is supported by strong relationships across customer segments. The Group has consistently observed that in aggregate the retail deposit base provides a stable source of funding. Funding concentration by counterparty, currency and tenor is monitored on an ongoing basis and where concentrations do exist, these are managed as part of the planning process and limited by internal funding and liquidity risk monitoring framework, with analysis regularly provided to senior management.
To assist in managing the balance sheet, the Group operates a Liquidity Transfer Pricing (LTP) process which: allocates relevant interest expenses from the centre to the Group’s banking businesses within the internal management accounts; helps drive the correct inputs to customer pricing; and is consistent with regulatory requirements. LTP makes extensive use of behavioural maturity profiles, taking account of expected customer loan prepayments and stability of customer deposits, modelled on historic data.
The Group can monetise liquid assets quickly, either through the repurchase agreements (repo) market or through outright sale. In addition, the Group has pre-positioned a substantial amount of assets at the Bank of England’s Discount Window Facility which can be used to access additional liquidity in a time of stress. The Group considers diversification
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across geography, currency, markets and tenor when assessing appropriate holdings of liquid assets. The Group’s liquid asset buffer is available for deployment at immediate notice, subject to complying with regulatory requirements.
Liquidity risk within the Insurance business may result from: the inability to sell financial assets quickly at their fair values; an insurance liability falling due for payment earlier than expected; the inability to generate cash inflows as anticipated; an unexpected large operational event; or from a general insurance catastrophe, for example, a significant weather event. Liquidity risk is actively managed and monitored within the Insurance business to ensure that it remains within approved risk appetite, so that even under stress conditions, there is sufficient liquidity to meet obligations.
MONITORING
Daily monitoring and control processes are in place to address internal and regulatory liquidity requirements. The Group monitors a range of market and internal early warning indicators on a daily basis for early signs of liquidity risk in the market or specific to the Group. This captures regulatory metrics as well as metrics the Group considers relevant for its liquidity profile. These are a mixture of quantitative and qualitative measures, including: daily variation of customer balances; changes in maturity profiles; funding concentrations; changes in LCR outflows; credit default swap (CDS) spreads; and basis risks.
The Group carries out internal stress testing of its liquidity and potential cash flow mismatch position over both short (up to one month) and longer-term horizons against a range of scenarios forming an important part of the internal risk appetite. The scenarios and assumptions are reviewed at least annually to ensure that they continue to be relevant to the nature of the business including reflecting emerging horizon risks to the Group. For further information on the Group’s 2019 liquidity stress testing results refer to page 98.
The Group maintains a Contingency Funding Framework as part of the wider Recovery Plan which is designed to identify emerging liquidity concerns at an early stage, so that mitigating actions can be taken to avoid a more serious crisis developing. Contingency Funding Plan invocation and escalation processes are based on analysis of five major quantitative and qualitative components, comprising assessment of: early warning indicators; prudential and regulatory liquidity risk limits and triggers; stress testing results; event and systemic indicators; and market intelligence.
Funding and liquidity management in 2019
The Group has maintained its strong funding and liquidity position with a stable loan to deposit ratio of 107 per cent.
During 2019, the Group repaid its Funding for Lending Scheme (FLS) contractual maturities of £12.1 billion and early repaid £4.5 billion of its Term Funding Scheme (TFS) drawings, representing all of its 2020 TFS maturities. This has reduced the balance of FLS outstanding to £1 billion and the balance of TFS to £15.4 billion as at 31 December 2019.
The Group’s liquidity coverage ratio (LCR) was 137 per cent (based on a monthly rolling average over the previous 12 months) as at 31 December 2019 calculated on a consolidated basis based on the EU Delegated Act. Following the implementation of structural reform, liquidity risk is managed at a legal entity level with the Group consolidated LCR representing the composite of the ring-fenced bank and non ring-fenced bank entities.
The Group’s credit ratings continue to reflect its robust balance sheet, resilient underlying profitability and bail-in capital position. There were no changes to the ratings over 2019, although in November, Moody’s revised the Group’s and Lloyds Bank plc’s outlooks to negative due to concern relating to the UK’s exit from the European Union. In March Fitch placed the majority of UK banks, including the Group’s entities, on Ratings Watch Negative before stabilising the ratings in December given the reduced risk of a no-deal exit from the EU.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table AF: Group funding position
At 31 Dec
2019 £bn |
At 31 Dec
2018 £bn |
Change
% |
||||||||||
Funding requirement | ||||||||||||
Loans and advances to customers1 | 440.4 | 444.4 | (1 | ) | ||||||||
Loans and advances to banks2 | 8.1 | 5.9 | 37 | |||||||||
Debt securities at amortised cost | 3.9 | 4.0 | (5 | ) | ||||||||
Reverse repurchase agreements | – | – | – | |||||||||
Financial assets at fair value through other comprehensive income – non-LCR eligible3 | 0.1 | 0.8 | (75 | ) | ||||||||
Cash and balances at central bank – non-LCR eligible4 | 5.7 | 5.8 | (2 | ) | ||||||||
Funded assets | 458.2 | 460.9 | – | |||||||||
Other assets5 | 251.7 | 212.9 | 18 | |||||||||
709.9 | 673.8 | |||||||||||
On balance sheet LCR eligible liquid assets | ||||||||||||
Reverse repurchase agreements | 56.2 | 40.9 | 37 | |||||||||
Cash and balances at central banks4 | 49.4 | 48.9 | 1 | |||||||||
Debt securities at amortised cost | 1.6 | 1.2 | 42 | |||||||||
Financial assets at fair value through other comprehensive income | 25.0 | 24.0 | 4 | |||||||||
Trading and fair value through profit and loss | 4.0 | 11.9 | (66 | ) | ||||||||
Repurchase agreements | (12.2 | ) | (3.1 | ) | ||||||||
124.0 | 123.8 | – | ||||||||||
Total Group assets | 833.9 | 797.6 | 5 | |||||||||
Less: other liabilities5 | (230.6 | ) | (187.9 | ) | 23 | |||||||
Funding requirement | 603.3 | 609.7 | (1 | ) | ||||||||
Funded by | ||||||||||||
Customer deposits6 | 411.8 | 416.3 | ||||||||||
Wholesale funding7 | 128.3 | 123.3 | 4 | |||||||||
540.1 | 539.6 | – | ||||||||||
Term funding scheme | 15.4 | 19.9 | (23 | ) | ||||||||
Total equity | 47.8 | 50.2 | (5 | ) | ||||||||
Total funding | 603.3 | 609.7 | (1 | ) |
1 | Excludes reverse repos of £54.6 billion (31 December 2018: £40.5 billion). |
2 | Excludes £0.1 billion (31 December 2018: £nil) of loans and advances to banks within the Insurance business and £1.6 billion (31 December 2018: £0.4 billion) of reverse repurchase agreements. |
3 | Non-LCR eligible liquid assets comprise a diversified pool of highly rated unencumbered collateral (including retained issuance). |
4 | Cash and balances at central banks are combined in the Group’s balance sheet. |
5 | Other assets and other liabilities primarily include balances in the Group’s Insurance business and the fair value of derivative assets and liabilities. |
6 | Excludes repos of £9.5 billion (31 December 2018: £1.8 billion). |
7 | The Group’s definition of wholesale funding aligns with that used by other international market participants; including interbank deposits, debt securities in issue and subordinated liabilities. |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table AG Reconciliation of Group funding to the balance sheet (audited)
Included
in
funding analysis £bn |
Repos
and cash collateral received by Insurance £bn |
Fair
value
and other accounting methods £bn |
Balance
sheet £bn |
|||||||||||||
At 31 December 2019 | ||||||||||||||||
Deposits from banks | 9.6 | 18.7 | (0.1 | ) | 28.2 | |||||||||||
Debt securities in issue | 102.1 | – | (4.4 | ) | 97.7 | |||||||||||
Subordinated liabilities | 16.6 | – | 0.5 | 17.1 | ||||||||||||
Total wholesale funding | 128.3 | 18.7 | ||||||||||||||
Customer deposits | 411.8 | 9.5 | – | 421.3 | ||||||||||||
Total | 540.1 | 28.2 | ||||||||||||||
At 31 December 2018 | ||||||||||||||||
Deposits from banks | 8.3 | 22.1 | (0.1 | ) | 30.3 | |||||||||||
Debt securities in issue | 97.1 | – | (5.9 | ) | 91.2 | |||||||||||
Subordinated liabilities | 17.9 | – | (0.2 | ) | 17.7 | |||||||||||
Total wholesale funding | 123.3 | 22.1 | ||||||||||||||
Customer deposits | 416.3 | 1.8 | – | 418.1 | ||||||||||||
Total | 539.6 | 23.9 |
Table AH: Analysis of 2019 total wholesale funding by residual maturity
Less
than one month £bn |
One to
three months £bn |
Three to
six months £bn |
Six to nine
months £bn |
Nine
months to one year £bn |
One to
two years £bn |
Two to
five years £bn |
More than
five years £bn |
Total at
31 Dec 2019 £bn |
Total at
31 Dec 2018 £bn |
|||||||||||||||||||||||||||||||
Deposits from banks | 7.3 | 1.3 | 0.3 | 0.1 | 0.1 | 0.2 | 0.3 | – | 9.6 | 8.3 | ||||||||||||||||||||||||||||||
Debt securities in issue: | ||||||||||||||||||||||||||||||||||||||||
Certificates of deposit | 1.2 | 2.6 | 2.8 | 2.4 | 1.2 | 0.4 | – | – | 10.6 | 12.0 | ||||||||||||||||||||||||||||||
Commercial paper | 1.3 | 3.5 | 2.8 | 0.9 | 0.4 | – | – | – | 8.9 | 8.0 | ||||||||||||||||||||||||||||||
Medium-term notes | 1.0 | 0.8 | 1.8 | 1.2 | 0.2 | 6.6 | 19.3 | 17.1 | 48.0 | 45.4 | ||||||||||||||||||||||||||||||
Covered bonds | 0.8 | 1.3 | – | 2.9 | – | 6.1 | 10.6 | 7.0 | 28.7 | 27.1 | ||||||||||||||||||||||||||||||
Securitisation | 0.4 | – | 1.1 | 0.9 | 0.4 | 1.7 | 1.4 | – | 5.9 | 4.6 | ||||||||||||||||||||||||||||||
4.7 | 8.2 | 8.5 | 8.3 | 2.2 | 14.8 | 31.3 | 24.1 | 102.1 | 97.1 | |||||||||||||||||||||||||||||||
Subordinated liabilities | – | 1.2 | – | 1.0 | 0.1 | 0.5 | 4.3 | 9.5 | 16.6 | 17.9 | ||||||||||||||||||||||||||||||
Total wholesale funding1 | 12.0 | 10.7 | 8.8 | 9.4 | 2.4 | 15.5 | 35.9 | 33.6 | 128.3 | 123.3 |
1 | The Group’s definition of wholesale funding aligns with that used by other international market participants; including interbank deposits, debt securities and subordinated liabilities. |
Table AI: Total wholesale funding by currency (audited)
Sterling
£bn |
US Dollar
£bn |
Euro
£bn |
Other
currencies £bn |
Total
£bn |
||||||||||||||||
At 31 December 2019 | 28.7 | 49.6 | 40.9 | 9.1 | 128.3 | |||||||||||||||
At 31 December 2018 | 25.8 | 45.2 | 42.8 | 9.5 | 123.3 |
Table AJ: Analysis of 2019 term issuance (audited)
Sterling
£bn |
US
Dollar
£bn |
Euro
£bn |
Other
currencies £bn |
Total
£bn |
||||||||||||||||
Securitisation | 1.6 | 0.4 | – | – | 2.0 | |||||||||||||||
Medium-term notes | 0.5 | 3.2 | 1.8 | 1.1 | 6.6 | |||||||||||||||
Covered bonds | 2.0 | 0.8 | 2.8 | – | 5.6 | |||||||||||||||
Private placements1 | 0.1 | 0.3 | 0.9 | – | 1.3 | |||||||||||||||
Subordinated liabilities2 | 0.5 | 0.4 | – | – | 0.9 | |||||||||||||||
Total issuance | 4.7 | 5.1 | 5.5 | 1.1 | 16.4 |
1 | Private placements include structured bonds. |
2 | Consists of AT1 issuances. |
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The Group continues to access wholesale funding markets across a wide range of products, currencies and investors to maintain a stable and diverse source of funds. In 2019, the Group has continued with this approach to funding, including capital and funding from the holding company, Lloyds Banking Group plc, as needed to transition towards final UK Minimum Requirements for Own Funds and Eligible Liabilities (MREL). The Group will continue to issue funding trades from Lloyds Bank plc, the ring-fenced bank operating company, across senior unsecured, covered bonds, ABS and RMBS. In 2019, the Group launched an operating company funding programme for LBCM, the non-ring-fenced bank, and have since issued a number of trades for this entity including an inaugural five year £500 million senior unsecured public benchmark transaction. The maturity of the Funding for Lending and Term Funding Schemes are fully factored into the Group’s funding plans.
Liquidity Portfolio
At 31 December 2019, the banking business had £118.3 billion of highly liquid unencumbered LCR eligible assets (31 December 2018: £129.4 billion), of which £115.7 billion is LCR level 1 eligible (31 December 2018: £128.6 billion) and £2.6 billion is LCR level 2 eligible (31 December 2018: £0.8 billion). These assets are available to meet cash and collateral outflows and regulatory requirements. Total LCR eligible liquid assets represent over five times the Group’s money market funding less than one year to maturity (excluding derivative collateral margins and settlement accounts) and thus provide a substantial buffer in the event of market dislocation. The Insurance business manages a separate liquidity portfolio to mitigate insurance liquidity risk.
Table AK: LCR eligible assets
At 31 Dec
2019 £bn |
At 31 Dec
2018 £bn |
Change
% |
Average
2019 £bn |
Average
2018 £bn |
||||||||||||||||
Level 1 | ||||||||||||||||||||
Cash and central bank reserves | 49.4 | 48.9 | 1 | 50.9 | 58.1 | |||||||||||||||
High quality government/MDB/agency bonds1 | 63.9 | 78.7 | (19 | ) | 76.4 | 66.2 | ||||||||||||||
High quality covered bonds | 2.4 | 1.0 | 1.9 | 0.8 | ||||||||||||||||
Total | 115.7 | 128.6 | (10 | ) | 129.2 | 125.1 | ||||||||||||||
Level 22 | 2.6 | 0.8 | 1.5 | 0.8 | ||||||||||||||||
Total LCR eligible assets | 118.3 | 129.4 | (9 | ) | 130.7 | 125.9 |
1 | Designated multilateral development bank (MDB). |
2 | Includes Level 2A and Level 2B. |
Table AL: LCR eligible assets by currency
Sterling
£bn |
US Dollar
£bn |
Euro
£bn |
Other
currencies £bn |
Total
£bn |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||
Level 1 | 91.5 | 11.7 | 12.5 | – | 115.7 | |||||||||||||||
Level 2 | 1.7 | 0.5 | 0.4 | – | 2.6 | |||||||||||||||
Total | 93.2 | 12.2 | 12.9 | – | 118.3 | |||||||||||||||
At 31 December 2018 | ||||||||||||||||||||
Level 1 | 98.2 | 19.8 | 10.6 | – | 128.6 | |||||||||||||||
Level 2 | 0.4 | 0.4 | – | – | 0.8 | |||||||||||||||
Total | 98.6 | 20.2 | 10.6 | – | 129.4 |
The banking business also has a significant amount of non-LCR eligible liquid assets which are eligible for use in a range of central bank or similar facilities. Future use of such facilities will be based on prudent liquidity management and economic considerations, having regard for external market conditions.
Stress testing results
Internal liquidity stress testing results at 31 December 2019 showed that the banking business had liquidity resources representing 158 per cent of modelled outflows over a three month period from all wholesale funding sources, retail and corporate deposits, intraday requirements and rating dependent contracts under the Group’s most severe liquidity stress scenario.
This scenario includes a two notch downgrade of the Group’s current long-term debt rating and accompanying one notch short-term downgrade implemented instantaneously by all major rating agencies.
Encumbered assets
This disclosure provides further detail on the availability of assets that could be used to support potential future funding requirements of the Group.
The disclosure is not designed to identify assets that would be available in the event of a resolution or bankruptcy.
The Board and the Group Asset and Liability Committee (GALCO) monitor and manage total balance sheet encumbrance using a number of risk appetite metrics. At 31 December 2019, the Group had £60.6 billion (31 December 2018: £53.4 billion) of externally encumbered on-balance sheet assets with counterparties other than central banks. The increase in encumbered assets was primarily driven by an increase in covered bond issuance. The Group also had £639.5 billion (31 December 2018: £584.3 billion) of unencumbered on-balance sheet assets, and £133.7 billion (31 December 2018: £159.8 billion) of pre-positioned and encumbered assets held with central banks, the reduction in the latter was primarily driven by a decrease in encumbrance relating to FLS and TFS maturities in the year. Primarily, the Group encumbers mortgages, unsecured lending and credit card receivables through the issuance programmes and tradable securities through securities financing activity. The Group mainly positions mortgage assets at central banks.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table AM: On balance sheet encumbered and unencumbered assets
Encumbered with
counterparties other than central banks |
Pre-
positioned and |
Unencumbered assets
not pre-positioned with central banks |
||||||||||||||||||||||||||||||||||||||
Securitisations
£m |
Covered
bond £m |
Other
£m |
Total
£m |
encumbered
assets held with central banks £m |
Readily
realisable1 £m |
Other
realisable assets2 £m |
Cannot be
used3 £m |
Total
£m |
Total
£m |
|||||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||||||
Cash and balances at central banks | – | – | – | – | – | 49,270 | – | 5,860 | 55,130 | 55,130 | ||||||||||||||||||||||||||||||
Financial assets at fair value through profit or loss | 51 | – | 4,834 | 4,885 | – | 2,469 | – | 152,835 | 155,304 | 160,189 | ||||||||||||||||||||||||||||||
Derivative financial instruments | – | – | – | – | – | – | – | 26,369 | 26,369 | 26,369 | ||||||||||||||||||||||||||||||
Financial assets at amortised cost: | ||||||||||||||||||||||||||||||||||||||||
Loans and advances to banks | – | – | 1 | 1 | – | 1,858 | 3,851 | 4,065 | 9,774 | 9,775 | ||||||||||||||||||||||||||||||
Loans and advances to customers | 7,319 | 33,161 | 7,109 | 47,589 | 133,732 | 14,087 | 171,370 | 128,210 | 313,667 | 494,988 | ||||||||||||||||||||||||||||||
Debt securities | – | – | 553 | 553 | – | 3,200 | – | 1,791 | 4,991 | 5,544 | ||||||||||||||||||||||||||||||
7,319 | 33,161 | 7,663 | 48,143 | 133,732 | 19,145 | 175,221 | 134,066 | 328,432 | 510,307 | |||||||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income | – | – | 7,617 | 7,617 | – | 16,919 | – | 556 | 17,475 | 25,092 | ||||||||||||||||||||||||||||||
Other4 | – | – | – | – | – | – | 514 | 56,292 | 56,806 | 56,806 | ||||||||||||||||||||||||||||||
Total assets | 7,370 | 33,161 | 20,114 | 60,645 | 133,732 | 87,803 | 175,735 | 375,978 | 639,516 | 833,893 | ||||||||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||||||||||
Cash and balances at central banks | – | – | – | – | – | 49,645 | – | 5,018 | 54,663 | 54,663 | ||||||||||||||||||||||||||||||
Trading and other financial assets at fair value through profit or loss | 54 | – | 2,646 | 2,700 | – | 5,190 | – | 150,639 | 155,829 | 158,529 | ||||||||||||||||||||||||||||||
Derivative financial instruments | – | – | – | – | – | – | – | 23,595 | 23,595 | 23,595 | ||||||||||||||||||||||||||||||
Financial assets at amortised cost: | ||||||||||||||||||||||||||||||||||||||||
Loans and advances to banks | – | – | 12 | 12 | – | 1,223 | 2,555 | 2,493 | 6,271 | 6,283 | ||||||||||||||||||||||||||||||
Loans and advances to customers | 5,774 | 29,041 | 6,012 | 40,827 | 159,822 | 12,098 | 155,278 | 116,833 | 284,209 | 484,858 | ||||||||||||||||||||||||||||||
Debt securities | – | – | 2,627 | 2,627 | – | 2,581 | 4 | 26 | 2,611 | 5,238 | ||||||||||||||||||||||||||||||
5,774 | 29,041 | 8,651 | 43,466 | 159,822 | 15,902 | 157,837 | 119,352 | 293,091 | 496,379 | |||||||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income: | – | – | 7,278 | 7,278 | – | 17,114 | – | 423 | 17,537 | 24,815 | ||||||||||||||||||||||||||||||
Other4 | – | – | – | – | – | 56 | 612 | 38,949 | 39,617 | 39,617 | ||||||||||||||||||||||||||||||
Total assets | 5,828 | 29,041 | 18,575 | 53,444 | 159,822 | 87,907 | 158,449 | 337,976 | 584,332 | 797,598 |
1 | Assets regarded by the Group to be readily realisable in the normal course of business, to secure funding, meet collateral needs, or be sold to reduce potential future funding requirements, and are not subject to any restrictions on their use for these purposes. |
2 | Assets where there are no restrictions on their use to secure funding, meet collateral needs, or be sold to reduce potential future funding requirements, but are not readily realisable in the normal course of business in their current form. |
3 | The following assets are classified as unencumbered – cannot be used: assets held within the Group’s Insurance businesses which are generally held to either back liabilities to policyholders or to support the solvency of the Insurance subsidiaries; assets held within consolidated limited liability partnerships which provide security for the Group’s obligations to its pension schemes; assets segregated in order to meet the Financial Resilience requirements of the PRA’s Supervisory Statement 9/6 ‘Operational Continuity in Resolution’; assets pledged to facilitate the use of intra-day payment and settlement systems; and reverse repos and derivatives balance sheet ledger items. |
4 | Other comprises: items in the course of collection from banks; investment properties; goodwill; value in-force business; other intangible assets; tangible fixed assets; current tax recoverable; deferred tax assets; retirement benefit assets; investments in joint ventures and associates; assets arising from reinsurance contracts held and other assets. |
The above table sets out the carrying value of the Group’s encumbered and unencumbered assets, separately identifying those that are available to support the Group’s funding needs. The table does not include collateral received by the Group (i.e. from reverse repos) that is not recognised on its balance sheet, the vast majority of which the Group is permitted to repledge.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
FUNDING AND LIQUIDITY RISK – CONTRACTUAL CASH OBLIGATIONS
The following table sets out the amounts and maturities of Lloyds Banking Group’s contractual cash obligations at 31 December 2019.
Within
one year £m |
One
to three
years £m |
Three
to
five years £m |
Over
five
years £m |
Total
£m |
||||||||||||||||
Long-term debt – dated | 2,442 | 356 | 2,345 | 7,343 | 12,486 | |||||||||||||||
Debt securities in issue | 29,977 | 26,556 | 19,082 | 29,605 | 105,220 | |||||||||||||||
Lease liabilities | 241 | 429 | 315 | 859 | 1,844 | |||||||||||||||
Capital commitments | 405 | – | – | – | 405 | |||||||||||||||
Other purchase obligations | 1,232 | 1,946 | 1,209 | 929 | 5,316 | |||||||||||||||
34,297 | 29,287 | 22,951 | 38,736 | 125,271 |
Other purchase obligations include amounts expected to be payable in respect of material contracts entered into by Lloyds Banking Group, in the ordinary course of business, for the provision of outsourced and other services. The cost of these services will be charged to the income statement as it is incurred. Lloyds Banking Group also has a constructive obligation to ensure that its defined post-retirement benefit schemes remain adequately funded. The amount and timing of Lloyds Banking Group’s cash contributions to these schemes is uncertain and will be affected by factors such as future investment returns and demographic changes. Lloyds Banking Group expects to make cash contributions of at least £1,200 million to these schemes in 2020.
At 31 December 2019, Lloyds Banking Group also had £4,642 million of preference shares, preferred securities and undated subordinated liabilities outstanding.
At 31 December 2019, the principal sources of potential liquidity for Lloyds Banking Group plc were dividends received from its directly owned subsidiary companies, particularly Lloyds Bank plc and Scottish Widows Group Limited, and loans from this and other Lloyds Banking Group companies. The ability of Lloyds Bank to pay dividends going forward, or for Lloyds Bank or other Lloyds Banking Group companies to make loans to Lloyds Banking Group plc, depends on a number of factors, including their own regulatory capital requirements, distributable reserves and financial performance.
OFF-BALANCE SHEET ARRANGEMENTS
A table setting out the amounts and maturities of Lloyds Banking Group’s other commercial commitments and guarantees at 31 December 2019 is included in note 53 to the financial statements. These commitments and guarantees are not included in Lloyds Banking Group’s consolidated balance sheet.
Lending commitments are agreements to lend to customers in accordance with contractual provisions; these are either for a specified period or, as in the case of credit cards and overdrafts, represent a revolving credit facility which can be drawn down at any time, provided that the agreement has not been terminated. The total amounts of unused commitments do not necessarily represent future cash requirements, in that commitments often expire without being drawn upon.
Lloyds Banking Group’s banking businesses are also exposed to liquidity risk through the provision of securitisation facilities to certain corporate customers. At 31 December 2019, Lloyds Banking Group offered securitisation facilities to its corporate and financial institution client base through its conduit securitisation vehicles, Argento, Cancara and Grampian. These are funded in the global asset-backed commercial paper market. The assets and obligations of these conduits are included in Lloyds Banking Group’s consolidated balance sheet. Lloyds Banking Group provides short-term asset-backed commercial paper liquidity support facilities on commercial terms to the issuers of the commercial paper, for use in the event of a market disturbance should they be unable to roll over maturing commercial paper or obtain alternative sources of funding.
Details of securitisations and other special purpose entity arrangements entered into by Lloyds Banking Group are provided in notes 32 and 49 to the financial statements. The successful development of Lloyds Banking Group’s ability to securitise its own assets has provided a mechanism to tap a well established market, thereby diversifying Lloyds Banking Group’s funding base.
Within Lloyds Banking Group’s insurance businesses, the principal sources of liquidity are premiums received from policyholders, charges levied upon policyholders, investment income and the proceeds from the sale and maturity of investments. The investment policies followed by Lloyds Banking Group’s life assurance companies take account of anticipated cash flow requirements including by matching the cash inflows with projected liabilities where appropriate. Cash deposits and highly liquid government securities are available to provide liquidity to cover any higher than expected cash outflows.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
DEFINITION
Governance risk is defined as the risk that the Group’s organisational infrastructure fails to provide robust oversight of decision-making and the control mechanisms to ensure strategies and management instructions are implemented effectively.
EXPOSURES
The internal and corporate governance arrangements of major financial institutions continue to be subject to a high level of regulatory and public scrutiny. The Group’s exposure to governance risk is also reflective of the significant volume of existing and proposed legislation and regulation, both within the UK and across the multiple jurisdictions within which it operates, with which it must comply.
MEASUREMENT
The Group’s governance arrangements are assessed against new or proposed legislation and regulation and best practice among peer organisations in order to identify any areas of enhancement required.
MITIGATION
The Group’s enterprise risk management framework (ERMF) establishes robust arrangements for risk governance, in particular by:
|
Defining individual and collective accountabilities for risk management, risk oversight and risk assurance through a three lines of defence model which supports the discharge of responsibilities to customers, shareholders and regulators; |
|
Outlining governance arrangements which articulate the enterprise-wide approach to risk management; and |
|
Supporting a consistent approach to Group-wide behaviour and risk decision-making through a Group policy framework which helps everyone understand their responsibilities by clearly articulating and communicating rules, standards, boundaries and risk appetite measures which can be controlled, enforced and monitored. |
Under the banner of the ERMF, training modules are in place to support all colleagues in understanding and fulfilling their risk responsibilities.
The Group’s Code of Responsibility embodies its values and reflect its commitment to operating responsibly and ethically both at a business and an individual level. All colleagues are required to adhere to the code in all aspects of their roles.
Effective implementation of the ERMF mutually reinforces and is reinforced by the Group’s risk culture, which is embedded in its approach to recruitment, selection, training, performance management and reward.
MONITORING
A review of the Group’s ERMF, which includes the status of the Group’s principles and policy framework, and the design and operational effectiveness of key governance committees, is undertaken on an annual basis and the findings are reported to the Group Risk Committee, Board Risk Committee and the Board.
For further information on corporate governance see pages 143 to 169.
101 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
DEFINITION
Market risk is defined as the risk that unfavourable market moves (including changes in and increased volatility of interest rates, market-implied inflation rates, credit spreads and prices for bonds, foreign exchange rates, equity, property and commodity prices and other instruments) lead to reductions in earnings and/or value.
Balance sheet linkages
The information provided in table AN aims to facilitate the understanding of linkages between banking, trading, and insurance balance sheet items and the positions disclosed in the Group’s market risk disclosures.
Table AN: Market risk linkage to the balance sheet
Banking | ||||||||||||||||||
2019 |
Total
£m |
Trading
book only £m |
Non-trading
£m |
Insurance
£m |
Primary market risk factor | |||||||||||||
Assets | ||||||||||||||||||
Cash and balances at central banks | 55,130 | – | 55,130 | – | Interest rate | |||||||||||||
Financial assets at fair value through profit or loss | 160,189 | 17,982 | 5,352 | 136,855 | Interest rate, foreign exchange, credit spread | |||||||||||||
Derivative financial instruments | 26,369 | 18,885 | 5,119 | 2,365 | Interest rate, foreign exchange, credit spread | |||||||||||||
Financial assets at amortised cost | ||||||||||||||||||
Loans and advances to banks | 9,775 | – | 9,710 | 65 | Interest rate | |||||||||||||
Loans and advances to customers | 494,988 | – | 494,948 | 40 | Interest rate | |||||||||||||
Debt securities | 5,544 | – | 5,544 | – | Interest rate, credit spread | |||||||||||||
510,307 | – | 510,202 | 105 | |||||||||||||||
Financial assets at fair value through other comprehensive income | 25,092 | – | 25,092 | – | Interest rate, foreign exchange, credit spread | |||||||||||||
Value of in-force business | 5,558 | – | – | 5,558 | Equity | |||||||||||||
Other assets | 51,248 | – | 22,410 | 28,838 | Interest rate | |||||||||||||
Total assets | 833,893 | 36,867 | 623,305 | 173,721 | ||||||||||||||
Liabilities | ||||||||||||||||||
Deposit from banks | 28,179 | – | 28,179 | – | Interest rate | |||||||||||||
Customer deposits | 421,320 | – | 421,320 | – | Interest rate | |||||||||||||
Financial liabilities at fair value through profit or loss | 21,486 | 13,955 | 7,531 | – | Interest rate, foreign exchange | |||||||||||||
Derivative financial instruments | 25,779 | 15,654 | 7,719 | 2,406 | Interest rate, foreign exchange, credit spread | |||||||||||||
Debt securities in issue | 97,689 | – | 97,689 | – | Interest rate, credit spread | |||||||||||||
Liabilities arising from insurance and investment contracts | 148,908 | – | – | 148,908 | Credit spread | |||||||||||||
Subordinated liabilities | 17,130 | – | 15,335 | 1,795 | Interest rate, foreign exchange | |||||||||||||
Other liabilities | 25,596 | – | 10,678 | 14,918 | Interest rate | |||||||||||||
Total liabilities | 786,087 | 29,609 | 588,451 | 168,027 |
The defined benefit pension schemes’ assets and liabilities are included under Other assets and Other liabilities in this table and note 36 on page F-61 provides further information.
The Group’s trading book assets and liabilities are originated within the Commercial Banking division. Within the Group’s balance sheet these fall under the trading assets and liabilities and derivative financial instruments. The assets and liabilities are classified as trading books if they meet the requirements as set out in the Capital Requirements Regulation, article 104. Further information on these activities can be found under the Trading portfolios section on page 107.
Derivative assets and liabilities are held by the Group for three main purposes; to provide risk management solutions for clients, to manage portfolio risks arising from client business and to manage and hedge the Group’s own risks. Insurance business assets and liabilities relate to policyholder funds, as well as shareholder invested assets, including annuity funds. The Group recognises the value of in-force business in respect of Insurance’s long-term life assurance contracts as an asset in the balance sheet (see note 25, page F-51).
The Group ensures that it has adequate cash and balances at central banks and stocks of high quality liquid assets (e.g. gilts or US Treasury securities) that can be converted easily into cash to meet liquidity requirements. The majority of these assets are asset swapped and held at fair value through other comprehensive income with the remainder held as financial assets at fair value through profit and loss. Further information on these balances can be found under funding and liquidity risk on page 94.
The majority of debt issuance originates from the Group’s capital and funding activities and the interest rate risk of the debt issued is hedged by swapping them into a floating rate.
The non-trading book primarily consists of customer on-balance sheet activities and the Group’s capital and funding activities, which expose it to the risk of adverse movements in market prices, predominantly interest rates, credit spreads, exchange rates and equity prices, as described in further detail within the Banking activities section (page 103).
102 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MEASUREMENT
In addition to measuring single factors, Group risk appetite is calibrated primarily to five multi-risk Group economic scenarios, and is supplemented with sensitivity-based measures. The scenarios assess the impact of unlikely, but plausible, adverse stresses on income with the worst case for banking activities, defined benefit pensions, insurance and trading portfolios reported against independently, and across the Group as a whole.
The Group risk appetite is cascaded first to the Group Asset and Liability Committee (GALCO), chaired by the Chief Financial Officer, where risk appetite is approved and monitored by risk type, and then to Group Market Risk Committee (GMRC) where risk appetite is sub-allocated by division. These metrics are reviewed regularly by senior management to inform effective decision-making.
MITIGATION
GALCO is responsible for approving and monitoring group market risks, management techniques, market risk measures, behavioural assumptions, and the market risk policy. Various mitigation activities are assessed and undertaken across the Group to manage portfolios and seek to ensure they remain within approved limits. The mitigation actions will vary dependent on exposure but will, in general, look to reduce risk in a cost effective manner by offsetting balance sheet exposures and externalising to the financial markets dependent on market liquidity. The market risk policy is owned by Group Corporate Treasury (GCT) and refreshed annually. The policy is underpinned by supplementary market risk procedures, which define specific market risk management and oversight requirements.
MONITORING
GALCO and the GMRC regularly review high level market risk exposure as part of the wider risk management framework. They also make recommendations to the Board concerning overall market risk appetite and Group Market Risk Policy. Exposures at lower levels of delegation are monitored at various intervals according to their volatility, from daily in the case of trading portfolios to monthly or quarterly in the case of less volatile portfolios. Levels of exposures compared to approved limits and triggers are monitored by Risk and where appropriate, escalation procedures are in place.
How market risks arise and are managed across the Group’s activities is considered in more detail below.
BANKING ACTIVITIES
Exposures
The Group’s banking activities expose it to the risk of adverse movements in market prices, predominantly interest rates, credit spreads, exchange rates and equity prices. The volatility of market values can be affected by both the transparency of prices and the amount of liquidity in the market for the relevant asset, liability or instrument.
Interest rate risk
Yield curve risk in the Group’s divisional portfolios, and in the Group’s capital and funding activities arises from the different repricing characteristics of the Group’s non-trading assets, liabilities (see loans and advances to customers and customer deposits in table AN) and off-balance sheet positions.
Basis risk arises from the possible changes in spreads, for example where the bank lends with reference to a central bank rate but funds with reference to LIBOR, and the spread between these two rates widens or tightens.
Optionality risk arises predominantly from embedded optionality within assets, liabilities or off-balance sheet items where either the Group or the customer can affect the size or timing of cash flows. One example of this is mortgage prepayment risk where the customer owns an option allowing them to prepay when it is economical to do so. This can result in customer balances amortising more quickly or slowly than anticipated due to customers’ response to changes in economic conditions.
Foreign exchange risk
Economic foreign exchange exposure arises from the Group’s investment in its overseas operations (net investment exposures are disclosed in note 53 on page F-98). In addition, the Group incurs foreign exchange risk through non-functional currency flows from services provided by customer-facing divisions, the Group’s debt and capital management programmes and is exposed to volatility in its CET1 ratio, due to the impact of changes in foreign exchange rates on the retranslation of non-sterling-denominated RWAs.
Equity risk
Equity risk arises primarily from three different sources;
|
the Group’s private equity investments held by Lloyds Development Capital within the Equities sub-group. |
|
the Group’s strategic equity holdings, for example Visa Inc Preference Shares, now held in the Equities sub-group. |
|
a small exposure to Lloyds Banking Group share price through deferred shares and deferred options granted to employees as part of their benefits package. |
Credit spread risk
Credit spread risk arises largely from (i) the liquid asset portfolio held in the management of Group liquidity, comprising of government, supranational and other eligible assets; (ii) the Credit Valuation Adjustment (CVA) and Debit Valuation Adjustment (DVA) sensitivity to credit spreads; (iii) a number of the Group’s structured medium-term notes where we have elected to fair value the notes through the profit and loss account; and (iv) banking book assets held at fair value in Commercial Banking under IFRS 9.
103 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Measurement
Interest rate risk exposure is monitored monthly using, primarily:
Market value sensitivity: this methodology considers all repricing mismatches (behaviourally adjusted where appropriate) in the current balance sheet and calculates the change in market value that would result from an instantaneous 25, 100 and 200 basis points parallel rise or fall in the yield curve (subject to an appropriate floor). The market value sensitivities are calculated on a static balance sheet using principal cash flows excluding interest, commercial margins and other spread components and are therefore discounted at the risk free zero-coupon rate.
Interest income sensitivity: this measures the 12 month impact on future net interest income arising from various economic scenarios. These include instantaneous 25, 100 and 200 basis point parallel shifts in all yield curves and the five Group economic scenarios (subject to an appropriate floor). These scenarios are reviewed every year and are designed to replicate severe but plausible economic events, capturing risks that would not be evident through the use of parallel shocks alone such as basis risk and steepening or flattening of the yield curve. An additional negative rates scenario is also used for information purposes where all floors are removed; however this is not measured against the limit framework.
Unlike the market value sensitivities, the interest income sensitivities incorporate additional behavioural assumptions as to how and when individual products would reprice in response to changing rates. In addition a dynamic balance sheet is used which includes the run-off of current assets and liabilities and the addition of planned new business.
Reported sensitivities are not necessarily predictive of future performance as they do not capture additional management actions that would likely be taken in response to an immediate, large, movement in interest rates. These actions could reduce the net interest income sensitivity, help mitigate any adverse impacts or they may result in changes to total income that are not captured in the net interest income.
Structural hedge limits: the structural hedging programme managing interest rate risk in the banking book relies on a number of assumptions made around customer behaviour. A material mismatch between assumptions and reality could lead to a deterioration in earnings. In order to monitor this risk a number of metrics are in place to enhance understanding of risks within this portfolio.
The Group has an integrated Asset and Liability Management (ALM) system which supports non-traded asset and liability management of the Group. This provides a single consolidated tool to measure and manage interest rate repricing profiles (including behavioural assumptions), perform stress testing and produce forecast outputs. The Group is aware that any assumptions based model is open to challenge. A full behavioural review is performed annually, or in response to changing market conditions, to ensure the assumptions remain appropriate and the model itself is subject to annual re-validation, as required under the Group Model Governance Policy. The key behavioural assumptions are:
|
embedded optionality within products. |
|
the duration of balances that are contractually repayable on demand, such as current accounts and overdrafts, together with net free reserves of the Group. |
|
the re-pricing behaviour of managed rate liabilities namely variable rate savings. |
Table AO below shows, split by material currency, the Group’s market value sensitivities to an instantaneous parallel up and down 25 and 100 basis points change to all interest rates.
Table AO: Group Banking activities: market value sensitivity
2019 | 2018 | |||||||||||||||||||||||||||||||
Up
25bps £m |
Down
25bps £m |
Up
100bps £m |
Down
100bps £m |
Up
25bps £m |
Down
25bps £m |
Up
100bps £m |
Down
100bps £m |
|||||||||||||||||||||||||
Sterling | 13.6 | (13.6 | ) | 52.7 | (47.4 | ) | 29.1 | (29.5 | ) | 113.7 | (122.4 | ) | ||||||||||||||||||||
US Dollar | (5.6 | ) | 5.8 | (21.3 | ) | 24.3 | (7.8 | ) | 7.8 | (30.6 | ) | 31.9 | ||||||||||||||||||||
Euro | (7.2 | ) | 2.3 | (27.0 | ) | 11.1 | (3.0 | ) | 1.7 | (11.2 | ) | 7.2 | ||||||||||||||||||||
Other | 0.2 | (0.2 | ) | 0.8 | (0.8 | ) | (0.1 | ) | 0.1 | (0.4 | ) | 0.5 | ||||||||||||||||||||
Total | 1.0 | (5.7 | ) | 5.2 | (12.8 | ) | 18.2 | (19.9 | ) | 71.5 | (82.8 | ) |
104 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This is a risk based disclosure and the amounts shown would be amortised in the income statement over the duration of the portfolio.
The market value sensitivity is driven by temporary customer flow positions not yet hedged plus other positions occasionally held, within limits, by the Group’s wholesale funding desks in order to minimise overall funding and hedging costs. The level of risk is low relative to the size of the total balance sheet.
Table AP below shows supplementary value sensitivity to a steepening and flattening (c.100 basis points around the 3 year point) in the yield curve. This ensures there are no unintended consequences to managing risk to parallel shifts in rates.
Table AP: Group Banking activities: market value sensitivity to a steepening and flattening of the yield curve
2019 | 2018 | |||||||||||||||
Steepener
£m |
Flattener
£m |
Steepener
£m |
Flattener
£m |
|||||||||||||
Sterling | 46.6 | (47.5 | ) | 38.3 | (36.5 | ) | ||||||||||
US Dollar | (13.2 | ) | 15.3 | 6.5 | (5.7 | ) | ||||||||||
Euro | (15.5 | ) | 9.7 | (6.8 | ) | 3.6 | ||||||||||
Other | 0.4 | (0.4 | ) | (0.1 | ) | 0.1 | ||||||||||
Total | 18.3 | (22.9 | ) | 37.9 | (38.5 | ) |
The table below shows the banking book income sensitivity to an instantaneous parallel up and down 25 and 100 basis points change to all interest rates.
Table AQ: Group Banking activities: net interest income sensitivity
Income sensitivity is measured over a rolling 12 month basis.
The increase in the net interest income sensitivity to a downwards 100bps shock reflects additional margin compression risk within retail savings and a reduction in the size of the structural hedge.
Basis risk, foreign exchange, equity, and credit spread risks are measured primarily through scenario analysis by assessing the impact on profit before tax over a 12 month horizon arising from a change in market rates, and reported within the Board risk appetite on a monthly basis. Supplementary measures such as sensitivity and exposure limits are applied where they provide greater insight into risk positions. Frequency of reporting supplementary measures varies from daily to quarterly appropriate to each risk type.
Mitigation
The Group’s policy is to optimise reward whilst managing its market risk exposures within the risk appetite defined by the Board. The Group Market Risk Policy and procedures outlines the hedging process, and the centralisation of risk from divisions into GCT, e.g. via the transfer pricing framework. GCT is responsible for managing the centralised risk and does this through natural offsets of matching assets and liabilities, and appropriate hedging activity of the residual exposures, subject to the authorisation and mandate of GALCO within the Board risk appetite. The hedges are externalised to the market by derivative desks within GCT and Commercial Banking Markets. The Group mitigates income statement volatility through hedge accounting. This reduces the accounting volatility arising from the Group’s economic hedging activities by utilising both LIBOR and bank base rate assets. Any hedge accounting ineffectiveness that leads to accounting volatility is continuously monitored.
The largest residual risk exposure arises from balances that are deemed to be insensitive to changes in market rates (including current accounts, a portion of variable rate deposits and investable equity), and is managed through the Group’s structural hedge. Consistent with the Group’s strategy to deliver stable returns, GALCO seeks to minimise large reinvestment risk, and to smooth earnings over a range of investment tenors. The structural hedge consists of longer-term fixed rate assets or interest rate swaps and the amount and duration of the hedging activity is reviewed regularly by GALCO.
Whilst the bank faces margin compression in low rate environments, its exposure to pipeline and prepayment risk are not considered material and are hedged in line with expected customer behaviour. These are appropriately monitored and controlled through divisional Asset and Liability Committees (ALCOs).
Net investment foreign exchange exposures are managed centrally by GCT, by hedging non-sterling asset values with currency borrowing.
Economic foreign exchange exposures arising from non-functional currency flows are identified by divisions and transferred and managed centrally. The Group also has a policy of forward hedging its forecasted currency profit and loss to year end. The Group makes use of both accounting and economic foreign exchange exposures, as an offset against the impact of changes in foreign exchange rates on the value of non-sterling-denominated RWAs. This involves the holding of a structurally open currency position; sensitivity is minimised where, for a given currency, the ratio of the structural open position to RWAs equals the CET1 ratio. Continually evaluating this structural open currency position against evolving non-sterling-denominated RWAs, mitigates volatility in the Group’s CET1 ratio.
Monitoring
The appropriate limits and triggers are monitored by senior executive committees within the banking divisions. Banking assets, liabilities and associated hedging are actively monitored and if necessary rebalanced to be within agreed tolerances.
DEFINED BENEFIT PENSION SCHEMES
Exposures
The Group’s defined benefit pension schemes are exposed to significant risks from their assets and liabilities. The liability discount rate exposes the Group to interest rate risk and credit spread risk, which are partially offset by fixed interest assets (such as gilts and corporate bonds) and swaps. Equity and alternative asset risk arises from direct asset holdings. Scheme membership exposes the Group to longevity risk.
For further information on defined benefit pension scheme assets and liabilities please refer to note 36 on page F-61.
Measurement
Management of the schemes’ assets is the responsibility of the Trustees of the schemes who are responsible for setting the investment strategy and for agreeing funding requirements with the Group. The Group will be liable for meeting any funding deficit that may arise. As part of the triennial valuation process, the Group will agree with the Trustees a funding strategy to eliminate the deficit over an appropriate period.
Longevity risk is measured using both 1-in-20 year stresses (risk appetite) and 1-in-200 year stresses (regulatory capital).
Mitigation
The Group takes an active involvement in agreeing mitigation strategies with the schemes’ Trustees. An interest rate and inflation hedging programme is in place to reduce liability risk. The schemes have also reduced equity allocation and invested the proceeds in credit assets. The Trustees have put
105 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
in place a longevity swap to mitigate longevity risk. The merits of longevity risk transfer and hedging solutions are reviewed regularly.
Monitoring
In addition to the wider risk management framework, governance of the schemes includes two specialist pensions committees.
The surplus, or deficit, in the schemes is tracked monthly along with various single factor and scenario stresses which consider the assets and liabilities holistically. Key metrics are monitored monthly including the Group’s capital resources of the scheme, the performance against risk appetite triggers, and the performance of the hedged asset and liability matching positions.
INSURANCE PORTFOLIOS
Exposures
The main elements of market risk to which the Group is exposed through the Insurance business are equity, credit spread, interest rate and inflation.
|
Equity risk arises indirectly through the value of future management charges on policyholder funds. These management charges form part of the value of in-force business (see note 25 on page F-51). Equity risk also arises in the with-profits funds but is less material. |
|
Credit spread risk mainly arises from annuities where policyholders’ future cash flows are guaranteed at retirement. Exposure arises if the |
market value of the assets which are held to back these liabilities, mainly corporate bonds and loans, do not perform in line with expectations. | |
|
Interest rate risk arises through holding credit and interest assets mainly in the annuity book and also to cover general insurance liabilities, capital requirements and risk appetite. |
|
Inflation exposure arises from a combination of inflation linked policyholder benefits and inflation assumptions used to project future expenses. |
Measurement
Current and potential future market risk exposures within Insurance are assessed using a range of techniques including stress, reverse stress and scenario testing, as well as stochastic modelling.
Risk measures include 1-in-200 year stresses used for regulatory capital assessments and single factor stresses for profit before tax.
Table AR demonstrates the impact of the Group’s UK Recession scenario on the Insurance business’ portfolio (with no diversification benefit, but after the impact of Group consolidation on interest rate and credit spreads). The amounts include movements in assets, liabilities and the value of in-force business in respect of insurance contracts and participating investment contracts.
Table AR: Insurance business: profit before tax sensitivities
Increase (reduction)
in profit before tax |
||||||||
2019
£m |
2018
£m |
|||||||
Interest rates – decrease 100 basis points | 116 | 297 | ||||||
Inflation – increase 50 basis points | 30 | 93 | ||||||
Credit spreads – 100% widening | (859 | ) | (823 | ) | ||||
Equity – 30% fall | (68 | ) | (38 | ) | ||||
Property – 25% fall | (47 | ) | (50 | ) | ||||
Total | (828 | ) | (521 | ) |
Further stresses that show the effect of reasonably possible changes in key assumptions, including the risk-free rate, equity investment volatility, widening of credit default spreads on corporate bonds and an increase in illiquidity premium, as applied to profit before tax are set out in note 33 on page F-60.
One of the consequences of preparations for the formation of the Ring Fenced Bank was to reduce the impact of some stresses within the Insurance business, though Group exposures may not have materially changed. Examples of this include centralisation of defined benefit pension schemes, and the transfer of specific hedging programmes from the corporate centre to the business unit where the exposure emanated.
Mitigation
Equity and credit spread risks are closely monitored and, where appropriate, asset liability matching is undertaken to mitigate risk. Unit matching has been used since 2018 to reduce the sensitivity of equity movements by matching unit-linked liabilities on a best-estimate view. Hedging strategies are also in place to reduce exposure from unit-linked funds and the with-profit funds.
Interest rate risk in the annuity book is mitigated by investing in assets whose cash flows closely match those on the projected future liabilities. It is not possible to eliminate risk completely as the timing of insured events is uncertain and bonds are not available at all of the required maturities. As a result, the cash flows cannot be precisely matched and so sensitivity tests are used to test the extent of the mismatch.
Other market risks (e.g. interest rate exposure outside the annuity book and inflation) are also closely monitored and where considered appropriate, hedges are put in place to reduce exposure.
Monitoring
Market risks in the Insurance business are monitored by Insurance senior executive committees and ultimately the Insurance Board. Monitoring includes the progression of market risk capital against risk appetite limits, as well as the sensitivity of profit before tax to combined market risk stress scenarios and in year market movements. Asset and liability matching positions and hedges in place are actively monitored and if necessary rebalanced to be within agreed tolerances. In addition market risk is controlled via approved investment policies and mandates.
106 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
TRADING PORTFOLIOS
Exposures
The Group’s trading activity is small relative to its peers and does not engage in any proprietary trading activities. The Group’s trading activity is undertaken solely to meet the financial requirements of commercial and retail customers for foreign exchange, credit and interest rate products. These activities support customer flow and market making activities.
All trading activities are performed within the Commercial Banking division. While the trading positions taken are generally small, any extreme moves in the main risk factors and other related risk factors could cause significant losses in the trading book depending on the positions at the time. The average 95 per cent 1-day trading VaR (Value at Risk; diversified across risk factors) was £0.9 million for 31 December 2019 compared to £0.8 million for 31 December 2018.
Trading market risk measures are applied to all of the Group’s regulatory trading books and they include daily VaR (table AS), sensitivity based measures, and stress testing calculations.
Measurement
The Group internally uses VaR as the primary risk measure for all trading book positions.
Table AS shows some relevant statistics for the Group’s 1-day 95 per cent confidence level VaR that are based on 300 historical consecutive business days to year end 2019 and year end 2018.
The risk of loss measured by the VaR model is the minimum expected loss in earnings given the 95 per cent confidence. The total and average trading VaR numbers reported below have been obtained after the application of the diversification benefits across the five risk types, but does not reflect any diversification between Lloyds Bank Corporate Markets and any other entities. The maximum and minimum VaR reported for each risk category did not necessarily occur on the same day as the maximum and minimum VaR reported at Group level.
107 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Table AS: Trading portfolios: VaR (1-day 95 per cent confidence level) (audited)
At 31 December 2019 | At 31 December 2018 | |||||||||||||||||||||||||||||||
Close
£m |
Average
£m |
Maximum
£m |
Minimum
£m |
Close
£m |
Average
£m |
Maximum
£m |
Minimum
£m |
|||||||||||||||||||||||||
Interest rate risk | 0.6 | 0.8 | 1.6 | 0.4 | 0.6 | 0.7 | 1.8 | 0.4 | ||||||||||||||||||||||||
Foreign exchange risk | 0.1 | 0.1 | 0.3 | 0.0 | 0.1 | 0.1 | 2.1 | – | ||||||||||||||||||||||||
Equity risk | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
Credit spread risk | 0.1 | 0.2 | 0.3 | 0.1 | 0.2 | 0.2 | 0.7 | 0.1 | ||||||||||||||||||||||||
Inflation risk | 0.4 | 0.2 | 0.6 | 0.1 | 0.3 | 0.3 | 0.7 | 0.2 | ||||||||||||||||||||||||
All risk factors before diversification | 1.2 | 1.3 | 2.2 | 0.9 | 1.2 | 1.3 | 3.0 | 0.9 | ||||||||||||||||||||||||
Portfolio diversification | (0.4 | ) | (0.4 | ) | (0.4 | ) | (0.5 | ) | ||||||||||||||||||||||||
Total VaR | 0.8 | 0.9 | 1.6 | 0.5 | 0.8 | 0.8 | 2.1 | 0.4 |
The market risk for the trading book continues to be low with respect to the size of the Group and compared to our peers. This reflects the fact that the Group’s trading operations are customer-centric and focused on hedging and recycling client risks.
Although it is an important market standard measure of risk, VaR has limitations. One of them is the use of a limited historical data sample which influences the output by the implicit assumption that future market behaviour will not differ greatly from the historically observed period. Another known limitation is the use of defined holding periods which assumes that the risk can be liquidated or hedged within that holding period. Also calculating the VaR at the chosen confidence interval does not give enough information about potential losses which may occur if this level is exceeded. The Group fully recognises these limitations and supplements the use of VaR with a variety of other measurements which reflect the nature of the business activity. These include detailed sensitivity analysis, position reporting and a stress testing programme.
Trading book VaR (1-day 99 per cent) is compared daily against both hypothetical and actual profit and loss. The 1-day 99 per cent VaR chart for Lloyds Banking Group can be found in the Group’s Pillar 3 Report.
Mitigation
The level of exposure is controlled by establishing and communicating the approved risk limits and controls through policies and procedures that define the responsibility and authority for risk taking. Market risk limits are clearly and consistently communicated to the business. Any new or emerging risks are brought within risk reporting and defined limits.
Monitoring
Trading risk appetite is monitored daily with 1-day 95 per cent VaR and stress testing limits. These limits are complemented with position level action triggers and profit and loss referrals. Risk and position limits are set and managed at both desk and overall trading book levels. They are reviewed at least annually and can be changed as required within the overall Group risk appetite framework.
DEFINITION
Model risk is defined as the risk of financial loss, regulatory censure, reputational damage or customer detriment, as a result of deficiencies in the development, application or ongoing operation of models and rating systems.
Models are defined as quantitative methods that process input data into quantitative outputs, or qualitative outputs (including ordinal letter output) which have a quantitative measure associated with them. Model Governance Policy is restricted to specific categories of application of models, principally financial risk, treasury and valuation, with certain exclusions, such as prescribed calculations and project appraisal calculations.
EXPOSURES
There are over 300 models in the Group performing a variety of functions including:
|
capital calculation; |
|
credit decisioning, including fraud; |
|
pricing models; |
|
impairment calculation; |
|
stress testing and forecasting; and |
|
market risk measurement. |
As a result of the wide scope and breadth of coverage, there is exposure to model risk across a number of the Group’s principal risk categories.
MEASUREMENT
The Group risk appetite framework is the key component for measuring the Group’s model risk. Reported monthly to the Group Risk Committee and Board, focus is placed on the performance of the Group’s most material models.
MITIGATION
The model risk management framework, established by and with continued oversight from an independent team in the Risk division, provides the foundation for managing and mitigating model risk within the Group. Accountability is cascaded from the Board and senior management via the Group enterprise risk management framework.
This provides the basis for the Group Model Governance Policy, which defines the mandatory requirements for models across the Group, including:
|
the scope of models covered by the policy; |
|
model materiality; |
|
roles and responsibilities, including ownership, independent oversight and approval; and |
|
key principles and controls regarding data integrity, development, validation, implementation, ongoing maintenance and revalidation, monitoring, and the process for non-compliance. |
The model owner takes responsibility for ensuring the fitness for purpose of the models and rating systems, supported and challenged by the independent specialist Group function.
The above ensures all models in scope of policy, including those involved in regulatory capital calculation, are developed consistently and are of sufficient quality to support business decisions and meet regulatory requirements.
MONITORING
The Group Model Governance Committee is the primary body for overseeing model risk. Policy requires that key performance indicators are monitored for every model to ensure they remain fit for purpose and all issues are escalated appropriately. Material model issues are reported to Group and Board Risk Committees monthly with more detailed papers as necessary to focus on key issues.
108 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
INVESTMENT PORTFOLIO, MATURITIES, DEPOSITS, SHORT-TERM BORROWINGS
Financial assets at fair value through profit or loss; financial assets at fair value through other comprehensive income (2017: available-for-sale financial assets); and debt securities held at amortised cost
The following table sets out the book values and valuation (fair value) of the Group’s debt securities, treasury and other bills and equity shares at 31 December for each of the three years indicated.
2019
Book value £m |
2019
Valuation £m |
2018
Book value £m |
2018
Valuation £m |
2017
Book value £m |
2017
Valuation £m |
|||||||||||||||||||
Financial assets at fair value through profit or loss | ||||||||||||||||||||||||
US treasury and US government agencies | 194 | 194 | 474 | 474 | 1,458 | 1,458 | ||||||||||||||||||
Other government securities | 18,660 | 18,660 | 17,621 | 17,621 | 20,562 | 20,562 | ||||||||||||||||||
Other public sector securities | 2,126 | 2,126 | 2,064 | 2,064 | 1,527 | 1,527 | ||||||||||||||||||
Bank and building society certificates of deposit | 984 | 984 | 1,105 | 1,105 | 222 | 222 | ||||||||||||||||||
Mortgage-backed securities | 468 | 468 | 225 | 225 | 400 | 400 | ||||||||||||||||||
Other asset-backed securities | 258 | 258 | 349 | 349 | 1,021 | 1,021 | ||||||||||||||||||
Corporate and other debt securities | 18,216 | 18,216 | 18,310 | 18,310 | 19,990 | 19,990 | ||||||||||||||||||
Treasury bills and other bills | 19 | 19 | 20 | 20 | 18 | 18 | ||||||||||||||||||
Equity shares | 95,789 | 95,789 | 77,485 | 77,485 | 86,090 | 86,090 | ||||||||||||||||||
136,714 | 136,714 | 117,653 | 117,653 | 131,288 | 131,288 | |||||||||||||||||||
Financial assets at fair value through other comprehensive income | ||||||||||||||||||||||||
US treasury and US government agencies | 1,979 | 1,979 | 3,963 | 3,963 | ||||||||||||||||||||
Other government securities | 11,119 | 11,119 | 15,008 | 15,008 | ||||||||||||||||||||
Bank and building society certificates of deposit | – | – | 118 | 118 | ||||||||||||||||||||
Mortgage-backed securities | 121 | 121 | 120 | 120 | ||||||||||||||||||||
Other asset-backed securities | 60 | 60 | 131 | 131 | ||||||||||||||||||||
Corporate and other debt securities | 11,051 | 11,051 | 5,151 | 5,151 | ||||||||||||||||||||
Treasury and other bills | 535 | 535 | 303 | 303 | ||||||||||||||||||||
Equity shares | 227 | 227 | 21 | 21 | ||||||||||||||||||||
25,092 | 25,092 | 24,815 | 24,815 | |||||||||||||||||||||
Available-for-sale financial assets | ||||||||||||||||||||||||
US treasury and US government agencies | 6,760 | 6,760 | ||||||||||||||||||||||
Other government securities | 27,948 | 27,948 | ||||||||||||||||||||||
Bank and building society certificates of deposit | 167 | 167 | ||||||||||||||||||||||
Mortgage-backed securities | 1,156 | 1,156 | ||||||||||||||||||||||
Other asset-backed securities | 255 | 255 | ||||||||||||||||||||||
Corporate and other debt securities | 4,615 | 4,615 | ||||||||||||||||||||||
Equity shares | 1,197 | 1,197 | ||||||||||||||||||||||
42,098 | 42,098 | |||||||||||||||||||||||
Debt securities held at amortised cost | ||||||||||||||||||||||||
Mortgage-backed securities | 3,007 | 3,007 | 3,272 | 3,396 | 2,366 | 2,351 | ||||||||||||||||||
Other asset-backed securities | 876 | 876 | 780 | 642 | 1,260 | 1,225 | ||||||||||||||||||
Corporate and other debt securities | 1,664 | 1,654 | 1,192 | 1,206 | 43 | 10 | ||||||||||||||||||
5,547 | 5,537 | 5,244 | 5,244 | 3,669 | 3,586 | |||||||||||||||||||
Allowance for impairment losses | (3 | ) | – | (6 | ) | – | (26 | ) | – | |||||||||||||||
5,544 | 5,537 | 5,238 | 5,244 | 3,643 | 3,586 |
109 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MATURITIES AND WEIGHTED AVERAGE YIELDS OF INTEREST-BEARING SECURITIES
The weighted average yield for each range of maturities is calculated by dividing the annualised interest income prevailing at 31 December 2019 by the book value of securities held at that date.
Maturing within
one year |
Maturing after one but
within five years |
Maturing after five but
within ten years |
Maturing after
ten years |
|||||||||||||||||||||||||||||
Amount
£m |
Yield
% |
Amount
£m |
Yield
% |
Amount
£m |
Yield
% |
Amount
£m |
Yield
% |
|||||||||||||||||||||||||
Financial assets at fair value through profit or loss | ||||||||||||||||||||||||||||||||
US treasury and US government agencies | – | – | 68 | 2.6 | 86 | 2.3 | 40 | 3.5 | ||||||||||||||||||||||||
Other government securities | 958 | 3.2 | 2,667 | 1.7 | 2,829 | 1.7 | 12,206 | 2.6 | ||||||||||||||||||||||||
Other public sector securities | 1 | 5.0 | 487 | 1.9 | 294 | 3.2 | 1,344 | 2.7 | ||||||||||||||||||||||||
Bank and building society certificates of deposit | 984 | 0.7 | – | – | – | – | – | – | ||||||||||||||||||||||||
Mortgage-backed securities | – | – | 5 | 2.0 | 192 | 4.2 | 271 | 4.3 | ||||||||||||||||||||||||
Other asset-backed securities | 15 | 5.0 | 26 | 3.8 | 6 | 4.0 | 211 | 2.3 | ||||||||||||||||||||||||
Corporate and other debt securities | 311 | 2.5 | 3,256 | 4.2 | 4,361 | 4.1 | 10,288 | 3.3 | ||||||||||||||||||||||||
Treasury bills and other bills | 19 | 1.5 | – | – | – | – | – | – | ||||||||||||||||||||||||
2,288 | 6,509 | 7,768 | 24,360 | |||||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income | ||||||||||||||||||||||||||||||||
US treasury and US government agencies | – | – | 549 | 0.2 | 1,430 | 5.5 | – | – | ||||||||||||||||||||||||
Other government securities | 664 | 7.0 | 6,183 | 2.7 | 3,505 | 2.0 | 767 | 3.0 | ||||||||||||||||||||||||
Bank and building society certificates of deposit | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
Mortgage-backed securities | – | – | – | – | 18 | 0.9 | 103 | 0.0 | ||||||||||||||||||||||||
Other asset-backed securities | – | – | – | – | – | – | 60 | 4.2 | ||||||||||||||||||||||||
Corporate and other debt securities | 525 | 1.5 | 8,776 | 1.6 | 1,750 | 2.5 | – | – | ||||||||||||||||||||||||
Treasury and other bills | 165 | 0.7 | 229 | 2.1 | 141 | 2.1 | – | – | ||||||||||||||||||||||||
1,354 | 15,737 | 6,844 | 930 | |||||||||||||||||||||||||||||
Debt securities held at amortised cost | ||||||||||||||||||||||||||||||||
Mortgage-backed securities | – | – | 1,913 | 1.7 | – | – | 1,094 | 1.5 | ||||||||||||||||||||||||
Other asset-backed securities | 11 | 0.0 | 381 | 0.2 | 484 | 1.4 | – | – | ||||||||||||||||||||||||
Corporate and other debt securities | 139 | 1.8 | 871 | 2.9 | 646 | 2.3 | 8 | 1.9 | ||||||||||||||||||||||||
150 | 3,165 | 1,130 | 1,102 |
The Group’s investment holdings at 31 December 2019 include £28,303 million due from the UK government and its agencies.
110 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MATURITY ANALYSIS AND INTEREST RATE SENSITIVITY OF LOANS AND ADVANCES TO CUSTOMERS AND BANKS AT 31 DECEMBER 2019
The following table analyses the maturity profile and interest rate sensitivity of loans by type on a contractual repayment basis at 31 December 2019. Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.
All amounts are before deduction of impairment allowances. Demand loans are included in the ‘maturing in one year or less’ category.
Maturing in one
year or less £m |
Maturing after
one but within five years £m |
Maturing after
five years £m |
Total
£m |
|||||||||||||
Loans and advances to banks | 6,422 | 57 | 3,298 | 9,777 | ||||||||||||
Loans and advances to customers: | ||||||||||||||||
Mortgages | 14,138 | 51,009 | 233,994 | 299,141 | ||||||||||||
Other personal lending | 4,079 | 5,871 | 19,322 | 29,272 | ||||||||||||
Property companies | 3,560 | 13,010 | 11,026 | 27,596 | ||||||||||||
Financial, business and other services | 69,807 | 11,826 | 8,130 | 89,763 | ||||||||||||
Transport, distribution and hotels | 6,440 | 3,985 | 2,591 | 13,016 | ||||||||||||
Manufacturing | 3,658 | 1,892 | 543 | 6,093 | ||||||||||||
Other | 8,696 | 17,678 | 6,992 | 33,366 | ||||||||||||
Total loans | 116,800 | 105,328 | 285,896 | 508,024 | ||||||||||||
Of which: | ||||||||||||||||
Fixed interest rate | 73,986 | 50,235 | 162,151 | 286,372 | ||||||||||||
Variable interest rate | 42,814 | 55,093 | 123,745 | 221,652 | ||||||||||||
116,800 | 105,328 | 285,896 | 508,024 |
DEPOSITS
The following tables show the details of the Group’s average customer deposits in each of the past three years.
2019
Average balance £m |
2019
Average rate % |
2018
Average balance £m |
2018
Average rate % |
2017
Average balance £m |
2017
Average rate % |
|||||||||||||||||||
Non-interest bearing demand deposits | 74,906 | – | 72,913 | – | 66,276 | – | ||||||||||||||||||
Interest-bearing demand deposits | 85,251 | 0.50 | 92,190 | 0.41 | 94,627 | 0.33 | ||||||||||||||||||
Savings deposits | 162,290 | 0.50 | 152,304 | 0.38 | 168,013 | 0.23 | ||||||||||||||||||
Time deposits | 93,713 | 0.82 | 98,476 | 0.86 | 86,043 | 1.15 | ||||||||||||||||||
Total average deposits | 416,160 | 0.48 | 415,883 | 0.44 | 414,959 | 0.41 |
Following the reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.
CERTIFICATES OF DEPOSIT AND OTHER TIME DEPOSITS
The following table gives details of the Group’s certificates of deposit issued and other time deposits at 31 December 2019 individually in excess of US $100,000 (or equivalent in another currency) by time remaining to maturity. Following the continuing reduction in the Group’s non-UK activities, an analysis between domestic and foreign operations is not provided.
3
months
or less £m |
Over
3 months
but within 6 months £m |
Over
6 months
but within 12 months £m |
Over
12 months £m |
Total
£m |
||||||||||||||||
Certificates of deposit | 2,643 | 4,277 | 3,398 | 280 | 10,598 | |||||||||||||||
Time deposits | 15,899 | 4,703 | 4,990 | 2,245 | 27,837 | |||||||||||||||
Total | 18,542 | 8,980 | 8,388 | 2,525 | 38,435 |
111 |
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
SHORT-TERM BORROWINGS
Short-term borrowings are included within the balance sheet captions ‘Deposits by banks’, ‘Customer accounts’ and ‘Debt securities in issue’ and are not identified separately on the balance sheet. The short-term borrowings of the Group consist of overdrafts from banks, securities sold under agreements to repurchase, notes issued as part of the lending securitisations, certificates of depost issued, commercial paper and promissory notes issued and other marketable paper. Securities sold under agreements to repurchase and covered bonds are the only potentially significant short-term borrowings of the Group.
The following tables give details of the significant short-term borrowings of the Group for each of the past three years.
2019
£m |
2018
£m |
2017
£m |
||||||||||
Liabilities in respect of securities sold under repurchase agreements | ||||||||||||
Balance at the year end | 27,635 | 22,988 | 25,813 | |||||||||
Average balance for the year | 26,905 | 25,634 | 18,943 | |||||||||
Maximum balance during the year | 31,241 | 25,813 | 25,813 | |||||||||
Average interest rate during the year | 1.1% | 1.0% | 0.6% | |||||||||
Interest rate at the year end | 1.3% | 2.1% | 1.4% | |||||||||
Covered bonds | ||||||||||||
Balance at the year end | 29,821 | 28,194 | 26,132 | |||||||||
Average balance for the year | 29,674 | 27,028 | 26,765 | |||||||||
Maximum balance during the year | 30,953 | 28,194 | 30,521 | |||||||||
Average interest rate during the year | 2.7% | 3.0% | 3.2% | |||||||||
Interest rate at the year end | 2.4% | 2.7% | 2.8% |
112 |
|
DIRECTORS AND SENIOR MANAGEMENT
The Group is led by the Board comprising a Chairman (who was independent on appointment), independent Non-Executive Directors and Executive Directors with a wide range of experience. The appointment of Directors is considered by the Nomination and Governance Committee and approved by the Board. Following the provisions in the articles of association, Directors must stand for election by the shareholders at the first annual general meeting following their appointment. In line with UK Corporate Governance best practice, all Directors are subject to annual re-election by shareholders at each annual general meeting thereafter. Independent Non-Executive Directors are appointed for an initial term of three years after which their appointment may continue subject to an annual review. Their appointment may be terminated, in accordance with statute and the articles of association, at any time with immediate effect and without compensation.
The Board meets regularly. In 2019, a total of 11 scheduled meetings were held.
The roles of the Chairman, the Group Chief Executive and the Board and its governance arrangements, including the schedule of matters specifically reserved to the Board for decision, are reviewed annually. The matters reserved to the Board for decision include the approval of the annual report and accounts and any other financial statements; the payment of dividends; the long-term objectives of the Group; the strategies necessary to achieve these objectives; the Group’s budgets and plans; significant capital expenditure items; significant investments and disposals; the basis of allocation of capital within the Group; the organisational structure of the Group; the arrangements for ensuring that the Group manages risks effectively; any significant change in accounting policies or practices; the appointment of the Company’s main professional advisers (other than the auditors) and their fees (where significant); and the determination of Board and Committee structures, together with their size and composition.
According to the articles of association, the business and affairs of the Company are managed by the Directors, who have delegated to management the power to make decisions on operational matters, including those relating to credit, liquidity and market risk, within an agreed framework.
All Directors have access to the services of the Company Secretary, and independent professional advice is available to the Directors at the Group’s expense, where they judge it necessary to discharge their duties as directors.
The Chairman has a private discussion at least once a year with each Director on a wide range of issues affecting the Group, including any matters which the Directors, individually, wish to raise.
There is an induction programme for all Directors, which is tailored to their specific requirements having regard to their specific role on the Board and their skills and experience to date.
The Directors and senior management of Lloyds Banking Group plc are:
NON-EXECUTIVE DIRECTORS
1. Lord Blackwell Chairman
Age: 67
Chairman of the Nomination and Governance Committee, Member of the Remuneration Committee, the Responsible Business Committee and the Board Risk Committee
Appointed: June 2012 (Board), April 2014 (Chairman)
Skills, experience and contribution:
Deep financial services knowledge including insurance and banking
Significant experience with strategic planning and implementation
Regulatory and public policy experience gained from senior positions in Downing Street, Regulators and a wide range of industries
Credibility with key stakeholders
Strong leadership qualities
Lord Blackwell is an experienced Chairman and Non-Executive Director within the financial services sector having previously been Chairman of Scottish Widows Group. He was previously Senior Independent Director and Chairman of the UK Board for Standard Life and Director of Group Development at NatWest Group. His past Board roles have also included Chairman of Interserve plc, and Non-Executive Director of Halma plc, Dixons Group, SEGRO and Ofcom. He was Head of the Prime Minister’s Policy Unit from 1995 to 1997 and was appointed a Life Peer in 1997.
External appointments: Governor of the Yehudi Menuhin School and a member of the Governing Body of the Royal Academy of Music.
2. Anita Frew Deputy Chairman
Age: 62
Member of the Audit Committee, the Nomination and Governance Committee, the Remuneration Committee, the Responsible Business Committee and the Board Risk Committee
Appointed: December 2010 (Board), May 2014 (Deputy Chairman), May 2017 to December 2019 (Senior Independent Director)
Skills, experience and contribution:
Significant board, financial and general management experience
Experience across a range of sectors, including banking, asset and investment management, manufacturing and utilities
Extensive experience as chairman in a range of industries
Strong board governance experience, including investor relations and remuneration
Anita was previously Chairman of Victrex plc, the Senior Independent Director of Aberdeen Asset Management and IMI plc, an Executive Director of Abbott Mead Vickers, a Non-Executive Director of Northumbrian Water and has held various investment and marketing roles at Scottish Provident and the Royal Bank of Scotland.
External appointments: Chairman of Croda International Plc and a Non-Executive Director of BHP Billiton.
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MANAGEMENT AND EMPLOYEES
3. Alan Dickinson Senior Independent Director
Age: 69
Chairman of the Board Risk Committee, Member of the Audit Committee, the Nomination and Governance Committee and the Remuneration Committee.
Appointed: September 2014 (Board), December 2019 (Senior Independent Director)
Skills, experience and contribution:
Highly regarded retail and commercial banker
Strong strategic, risk and core banking experience
Regulatory and public policy experience
Alan has 37 years’ experience with the Royal Bank of Scotland, most notably as Chief Executive of RBS UK. Alan was a Non-Executive Director of Willis Limited and Chairman of its Risk Committee. He was formerly Chairman of Brown, Shipley & Co. Limited, a Non-Executive Director of Nationwide Building Society, where he was Chairman of its Risk Committee and a Governor of Motability.
External appointments: Chairman of Urban&Civic plc and Non-Executive Director of England and Wales Cricket Board.
4. Simon Henry Independent Director
Age: 58
Chairman of the Audit Committee and Member of the Board Risk Committee
Appointed: June 2014
Skills, experience and contribution:
Deep international experience in board level strategy and execution
Extensive knowledge of financial markets, treasury and risk management
Qualification as an Audit Committee Financial Expert
Strong board governance experience, including investor relations and remuneration
Simon was formerly Chief Financial Officer and Executive Director of Royal Dutch Shell plc. He was also previously Chair of the European Round Table CFO Taskforce and a Member of the Main Committee of the 100 Group of UK FTSE CFOs.
External appointments: Non-Executive Director of Rio Tinto plc and Rio Tinto Limited and Chair of their Audit Committee, Independent Director of PetroChina Company Limited, Member of the Defence Board and Chair of the Defence Audit Committee, UK Government, Member of the Advisory Panel of CIMA and of the Advisory Board of the Centre for European Reform.
5. Sarah Legg Independent Director
Age: 52
Member of the Audit Committee and the Board Risk Committee
Appointed: December 2019
Skills, experience and contribution:
Strong financial leadership skills
Significant experience in financial and regulatory reporting
Strong transformation programme experience
Sarah has spent her entire career in financial services with HSBC in finance leadership roles. She was the Group Financial Controller and a Group General Manager of HSBC until early 2019 and previously Chief Financial Officer for HSBC’s Asia Pacific region. She also spent 8 years as a Non-Executive Director on the Board of Hang Seng Bank Limited, a Hong Kong listed bank.
External appointments: Honorary Vice President of The Hong Kong Society for Rehabilitation and Chair of the Campaign Advisory Board of King’s College, Cambridge University.
6. Lord Lupton CBE Independent Director and Chairman of Lloyds Bank Corporate Markets plc
Age: 64
Member of the Responsible Business Committee and the Board Risk Committee
Appointed: June 2017
Skills, experience and contribution:
Extensive international corporate experience, especially in financial markets
Strong board governance experience, including investor relations and remuneration
Regulatory and public policy experience
Significant experience in strategic planning and implementation
Lord Lupton was Deputy Chairman of Baring Brothers, co-founded the London office of Greenhill & Co., and was Chairman of Greenhill Europe. He was previously Chairman of Trustees of Dulwich Picture Gallery, a Trustee of the British Museum, Governor of Downe House School and a member of the International Advisory Board of Global Leadership Foundation. He became a Life Peer in October 2015 and is a former Treasurer of the Conservative Party. He served on the House of Lords Select Committee on Charities.
External appointments: Senior Advisor to Greenhill Europe, Trustee of the Lovington Foundation and Chairman of the Board of Visitors of the Ashmolean Museum with effect from 1 January 2020.
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MANAGEMENT AND EMPLOYEES
7. Amanda Mackenzie OBE Independent Director
Age: 56
Member of the Remuneration Committee, the Responsible Business Committee and the Board Risk Committee
Appointed: October 2018
Skills, experience and contribution:
Extensive experience in responsible business
Considerable customer engagement experience
Strong digital technology experience
Significant marketing and brand background
Amanda was a member of Aviva’s Group Executive for seven years and Chief Marketing and Communications Officer. Prior to her current role, Amanda was seconded from Aviva as Executive Adviser to Project Everyone, to help launch the United Nations Sustainable Development Goals. She has over 25 years’ of commercial business practice, including director roles at British Airways AirMiles, BT, Hewlett Packard Inc, British Gas and as a Non-Executive Director of Mothercare plc. Amanda is a Life Fellow of the Royal Society of Arts and Fellow and past President of the Marketing Society.
External appointments: Chief Executive of Business in the Community – The Prince’s Responsible Business Network.
8. Nick Prettejohn Independent Director and Chairman of Scottish Widows Group
Age: 59
Member of the Audit Committee, the Nomination and Governance Committee and the Board Risk Committee
Appointed: June 2014
Skills, experience and contribution:
Deep financial services experience, particularly in insurance
In-depth regulatory knowledge and experience
Governance experience and strong leadership qualities
Significant experience in strategic planning and implementation
Nick has served as Chief Executive of Lloyd’s of London, Prudential UK and Europe and Chairman of Brit Insurance. He is a former Non-Executive Director of the Prudential Regulation Authority and of Legal & General Group Plc as well as Chairman of the Financial Services Practitioner Panel and the Financial Conduct Authority’s Financial Advice Working Group. He was previously a Member of the BBC Trust and Chairman of the Britten-Pears Foundation.
External appointments: Chairman of Reach plc (formerly Trinity Mirror plc) and of their Nomination Committee. He is also Chairman of the Royal Northern College of Music and a member of the Board of Opera Ventures.
9. Stuart Sinclair Independent Director
Age: 66
Chairman of the Remuneration Committee, Member of the Responsible Business Committee, the Board Risk Committee and the Nomination and Governance Committee
Appointed: January 2016
Skills, experience and contribution:
Extensive experience in retail banking, insurance and consumer finance
Governance and regulatory experience
Significant experience in strategic planning and implementation
Experience in consumer analysis, marketing and distribution
Stuart is a former Non-Executive Director of TSB Banking Group plc, TSB Bank plc, LV Group, Virgin Direct and Vitality Health (formerly Prudential Health). He was previously the Interim Chairman of Provident Financial plc and a former Senior Independent Director of Swinton Group Limited. In his executive career, he was President and Chief Operating Officer of Aspen Insurance after spending nine years with General Electric as Chief Executive Officer of the UK Consumer Finance business then President of GE Capital China. Before that he was Chief Executive Officer of Tesco Personal Finance and Director of UK Retail Banking at the Royal Bank of Scotland. He was a Council member of The Royal Institute for International Affairs (Chatham House).
External appointments: Senior Independent Director and Chair of the Risk & Capital Committee at QBE UK Limited (formerly QBE Insurance (Europe) Limited).
10. Sara Weller CBE Independent Director
Age: 58
Chairman of the Responsible Business Committee, Member of the Nomination and Governance Committee, the Remuneration Committee and the Board Risk Committee
Appointed: February 2012
Skills, experience and contribution:
Background in retail and associated sectors, including financial services
Strong board governance experience, including investor relations and remuneration
Passionate advocate of customers, the community, financial inclusion and the development of digital skills
Considerable experience of boards at both executive and non-executive level
Sara’s previous appointments include Managing Director of Argos, various senior positions at J Sainsbury (including Deputy Managing Director), Chairman of the Planning Inspectorate, Lead Non-Executive Director at the Department of Communities and Local Government, a Board member at the Higher Education Funding Council, a Governing Council Member of Cambridge University, a Non-Executive Director of Mitchells & Butlers as well as a number of senior management roles for Abbey National and Mars Confectionery.
External appointments: Non-Executive Director of United Utilities Group and Chair of their Remuneration Committee, Lead Non-Executive Director at the Department for Work and Pensions, Chair of the Remuneration Committee of New College, Oxford and Trustee of Lloyds Bank Foundation for England and Wales.
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MANAGEMENT AND EMPLOYEES
EXECUTIVE DIRECTORS
11. António Horta-Osório Executive Director and Group Chief Executive
Age: 56
Appointed: January 2011 (Board), March 2011 (Group Chief Executive)
Skills, experience and contribution:
Extensive experience in, and understanding of, both retail and commercial banking built over a period of more than 30 years, working both internationally and in the UK
Drive, enthusiasm and commitment to customers
Proven ability to build and lead strong management teams
António previously worked for Citibank and Goldman Sachs and held various senior management positions at Grupo Santander before becoming its Executive Vice President and member of the Group’s Management Committee. He was a Non-Executive Director of Santander UK and subsequently its Chief Executive. He is also a former Non-Executive Director of the Court of the Bank of England.
External appointments: Non-Executive Director of EXOR N.V., Fundação Champalimaud and Sociedade Francisco Manuel dos Santos in Portugal, a member of the Board of Stichting INPAR Management/Enable and Chairman of the Wallace Collection.
12. William Chalmers Executive Director and Chief Financial Officer
Age: 51
Appointed: August 2019
Skills, experience and contribution:
Significant board level strategic and financial leadership experience including strategic planning and development, mergers and acquisitions, equity and debt capital structuring and risk management
Worked in financial services for over 25 years
William was previously Co-Head of the Global Financial Institutions Group at Morgan Stanley. Prior to that, he held a number of senior roles at Morgan Stanley, including Head of EMEA Financial Institutions Group. Before joining Morgan Stanley, William worked for JP Morgan, again in the Financial Institutions Group.
External appointments: None.
13. Juan Colombás Executive Director and Chief Operating Officer
Age: 57
Appointed: November 2013 (Board), January 2011 to September 2017 (Chief Risk Officer), September 2017 (Chief Operating Officer)
Skills, experience and contribution:
Significant banking and risk management experience
International business and management experience
Juan is responsible for leading a number of critical Group functions and driving the transformation activities across the Group in order to build the Bank of the Future. He was previously the Chief Risk Officer and an Executive Director of Santander’s UK business. Prior to this, he held a number of senior risk, control and business management roles across the Corporate, Investment, Retail and Risk Divisions of the Santander Group. He was previously the Vice Chairman of the International Financial Risk Institute.
External appointments: Member of the FCA Practitioner Panel.
1 | Lord Blackwell has announced his plan to retire as Group Chairman at or before the AGM in 2021. |
2 | Alan Dickinson has succeeded Anita Frew as Senior Independent Director on 1 December 2019 and will succeed her as Deputy Chairman when she retires from the Board at the AGM in May 2020. |
3 | Juan Colombás has announced his plan to retire from the Group in July 2020. |
EMPLOYEES
As at 31 December 2019, the Group employed 63,069 people (on a full-time equivalent basis), compared with 64,928 at 31 December 2018 and 67,905 at 31 December 2017. At 31 December 2019, 62,327 employees were located in the UK, 403 in continental Europe, 277 in the Americas, and 62 in the rest of the world. At the same date, 33,933 people were employed in Retail, 6,505 in Commercial Banking, 4,911 in Insurance and Wealth, and 17,720 in other functions.
The Group has Codes of Responsibility which apply to all employees. The Codes of Responsibility can be found at: www.lloydsbankinggroup.com/Responsible-Business.
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Remuneration Content
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Chairman’s statement and remuneration policy overview 117-121 |
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Annual report on remuneration 122-133 |
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2020 Remuneration Policy 134-142 |
DEAR SHAREHOLDER
On behalf of the Board I am pleased to present the Directors’ Remuneration Report for the year ended 31 December 2019 and the proposed Directors’ Remuneration Policy (our ‘Policy’) for which we are seeking your support and approval at our Annual General Meeting in May 2020.
Our upcoming AGM marks the beginning of our next remuneration policy cycle, which will run until the end of 2022. This offered the opportunity to take a fresh look at how we incentivise and reward our colleagues, and what values and outcomes we wish to encourage.
The timing coincided with a great deal of public interest in matters of executive pay, fairness, employee engagement and the pay gap between those at the top of organisations compared to other colleagues. We have been active participants in these discussions, through meetings with shareholders, our unions, the Investment Association and some members of Parliament, as well as through an open dialogue with colleagues on a variety of topics related to their pay and benefits. These talks have had a material impact on the priorities and recommendations of the Remuneration Committee throughout the last year. In the pages which follow, the proposals which have emerged from these discussions are laid out in detail.
While we were pleased to receive over 90 per cent support for our Annual Report on Remuneration at the AGM in 2019, we heard during that process a continued desire for greater simplicity and transparency in our approach. To that end, we started to make changes early in 2019, without waiting for our full redesign to be finalised.
In November 2019, we announced our decision, subject to AGM approval, to reduce pension allowances for Executive Directors to 15 per cent of salary in a single step in 2020 with no offsetting adjustment in salary or other remuneration. We are also
making improvements to pensions for all the 50,000 colleagues who participate in Defined Contribution (DC) arrangements (the majority of our workforce) to make all members eligible for a maximum employer contribution of 15 per cent, and to increase the employer contribution for our lower paid colleagues by one per cent. This represents a significant investment of approximately £20 million per annum in our colleagues and aligns the employer contributions available to the wider workforce with those of Executive Directors. At the same time, the Group supports the third largest private sector defined benefit (DB) scheme accruing benefits for a further 16,000 current colleagues.
We have listened to feedback and the external sentiment around executive remuneration. Some of the sentiments that resonated with me and my Committee were that executive remuneration should be re-evaluated in the context of colleagues as a whole; be truly variable and not managed within a ‘corridor’ without being closely aligned with outcomes. We have tackled these sentiments head on with our proposals in the new Policy by reducing the new maximum opportunity for Executive Directors and by demonstrating with this year’s outcomes that performance and conduct do have material consequences, resulting in lower total remuneration.
OUR NEW POLICY
In approaching the refresh of the Directors’ Remuneration Policy, my committee colleagues and I thought carefully about what behaviours and outcomes we wanted to see and how the remuneration structure could support them. We approached the review with the following core aims:
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Remuneration should be linked to the Group’s purpose of Helping Britain Prosper | |
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Remuneration should reward and drive the right behaviours and outcomes and reflect both strategic (non-financial) and financial achievements | |
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Remuneration should be designed in a manner that is clear for all stakeholders and reflects their expectations | |
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Remuneration should be easy to explain and be viewed as fair | |
It was with these objectives in mind that we designed the new Policy detailed on page 134 and summarised on page 119. The key headlines are as follows:
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The maximum pension allowance for Executive Directors is reduced to 15 per cent of salary |
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We are introducing a new long-term variable reward plan to align pay more closely to our business model of producing sustainable long-term returns |
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As a result of the new Policy, the Group Chief Executive’s fixed pay will reduce by 8 per cent and his maximum total remuneration opportunity by 29 per cent |
Given the feedback we have received, we hope you will support the aims and the methods we outline, and vote accordingly ahead of the AGM in May.
GROUP PERFORMANCE AND VARIABLE REMUNERATION
For 2019, the performance of the Group was resilient in a challenging and uncertain economic environment. Despite a softening of margins and income, continued discipline in operating costs enabled the Group to maintain its significant investment in digitising and transforming the way we support customers, as well as to pay an increased dividend to shareholders. Financial results were however heavily impacted by the PPI provision of £2.45 billion; therefore a significant downward adjustment was made to the Group Performance Share pool to reflect this along with other conduct-related costs. The final 2019 Group Performance Share pool is £310.1 million, which is a reduction of 33 per cent compared to 2018. The vesting of the 2017 Executive Group Ownership Share was similarly affected by financial performance and shareholder returns, with a formulaic vesting outcome of 49.7 per cent. No discretion was used to change the vesting outcome.
The performance and strategic progress of the Group was however overshadowed by significant non-financial conduct issues during the latter part of the year, not least the findings of Sir Ross Cranston’s review into how the Group has treated customers who were the victims of the HBOS Reading fraud. These issues are reflected in the variable reward outcomes for Executive Directors.
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COMPENSATION
EXECUTIVE DIRECTOR VARIABLE REWARDS DECISIONS
As a result of the overall performance of the Group and the issues faced during 2019, the Group Chief Executive and Chief Operating Officer independently requested that they be withdrawn from consideration for Group Performance Share awards for 2019. The Committee exercised its discretion to accept this request and welcomed the judgement shown in volunteering it as a consequence of the non-financial conduct issues mentioned above. No downward adjustment has been made to the overall Group Performance Share pool as a result of these individual decisions, which was therefore distributed to other colleagues outside the executive team.
For the newly appointed Chief Financial Officer, overall performance for 2019 was assessed at 3.12 out of 5 with a corresponding Group Performance Share award of £195,528. An award of 250 per cent of salary will be awarded under the final Executive Group Ownership Share to the Group Chief Executive and 237.5 per cent for Chief Financial Officer. No Group Ownership Share award is being made to the Chief Operating Officer who has announced his retirement. Further details of awards are provided on pages 124 and 130.
Executive Director total remuneration outcomes
The information below summarises Executive Director remuneration for the 2018 and 2019 performance years. Full details are provided in the Single total figure of remuneration table on page 122.
Director | 2018 | 2019 | ||||||||||
António Horta Osório Group Chief Executive | £ | 6.54m | £ | 4.73m |
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28 | % | |||||
Juan Colombás Chief Operating Officer | £ | 3.42m | £ | 2.58m |
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25 | % | |||||
William Chalmers Chief Financial Officer 1 Aug 2019 | – | £ | 5.14m | – | ||||||||
George Culmer Former Chief Financial Officer 1 Jan-1 Aug 2019 | £ | 3.43m | £ | 1.95m | – |
HOW WE HAVE RESPONDED TO YOUR FEEDBACK
Executive remuneration should be re-evaluated in the context of colleagues as a whole.
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The proposed Policy for 2020 reduces the maximum total compensation opportunity for the Group Chief Executive by 29 per cent |
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The Group Chief Executive’s pension reduced from 46 per cent to 33 per cent in 2018 and will now be 15 per cent with effect from 2020, a decrease of 67 per cent from 2018 to 2020 |
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The ratio of CEO pay to the medium employee has reduced by 24 per cent between 2018 and 2019 |
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We are very focused on addressing the pay gap from the bottom up and not just from the top down, in other words, by taking action to increase pay and pensions for more junior colleagues |
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In 2019 we have continued our commitment for pay progression with higher pay awards for lower paid colleagues and colleagues paid lower within their pay range |
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The pay budget for colleagues this year is 2.4 per cent, above the budget of 2 per cent for executives and we will once again make an award of free shares worth £200 to every permanent colleague in the Group. All these actions are intended to reduce the gap between executives and the wider workforce |
Variable pay should be truly variable and not managed within a corridor without being closely aligned with outcomes.
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The Balanced Scorecard is made up of an appropriate balance of financial and non-financial measures. Targets are determined at the beginning of the year and my Committee and I discuss them thoroughly to ensure they are stretching |
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When determining reward outcomes, other factors outside of the scorecard are considered. Scores directly correlate to reward outcomes and, as can be seen with this year’s awards, there is clear pay for performance alignment |
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GPS award outcomes for 2019 show that award outcomes are truly variable and that the structure of the plan ensures that performance and conduct will have a direct impact on remuneration |
Your remuneration structure is overly complex
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We recognise that our process for determining short-term variable (GPS) outcomes has been perceived to be complex and the link between pay and performance is not easily understood |
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We have taken steps to reduce complexity through reducing the number of measures in our Group Balanced Scorecard from 20 to 15 for 2019 and 2020. We believe this provides the optimum breadth of measures for a large and complex Group |
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We’ve focused on simplifying the allocation to our overall Group Performance Share pool by agreeing to use a fixed 5 per cent of underlying profit as the starting position. The Committee will retain discretion to ensure that 5 per cent remains appropriate |
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To support colleaguesunderstanding of determining Group Performance Share awards across the Group, including for Executive Directors, we have used internal media channels to explain the process in a clear and transparent way and to emphasise the link between pay and performance |
Together with my Committee members, I look forward to hearing your views on the remuneration arrangements outlined in the report and we hope the new Policy alongside the resolutions relating to remuneration will receive your support at the upcoming AGM.
Stuart Sinclair
Chairman, Remuneration Committee
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COMPENSATION
Proposed Policy overview
Pages 134 to 142 provide an overview of the new proposed 2020 Policy. The full policy can be found on page 115.
Current Policy Proposed changes in Policy and why
Base Salary – Reflective of individual role, taking account of responsibilities, experience and pay in the wider Group. – Typically reviewed annually, with increases effective 1 January. What: – We are changing the effective date of increases from 1 January to 1 April for new Executive Directors (EDs). Why: – Provides alignment to the award timeline for other colleagues in the Group, meeting our alignment principle.
Fixed Share Award – Ensures fixed remuneration is commensurate with role. – Delivered in shares. – 20 per cent released over five years. What: – We are changing the release schedule from five to three years. All other aspects remain the same, including quantum. Why: – Provides alignment to the release Schedule for other colleagues eligible for a Fixed Share Award in the Group meeting our alignment principle.
Pension – Contributions set as a percentage of base salary (cash salary only). – Maximum allowance of 46 per cent for Group Chief Executive (GCE) and 25 per cent for other EDs and all future appointments. What: – We are reducing the maximum employer pension contribution available to all EDs to 15 per cent of base salary with no compensation for the reduction. Why: – We agree comparable pension contributions should be available to all colleagues, including EDs.
Benefits – Flexible benefit allowance of 4 per cent of base salary in line with other colleagues. – Other benefits include private medical insurance and car allowance. – No changes.
Short Term Variable Group Performance Share (GPS) – Maximum opportunity of 140 per cent of salary for GCE and 100 per cent of salary for other EDs with normal target to 30 per cent of maximum. – Performance adjustment including malus and clawback provisions apply. – No award can be made if threshold performance is not met by the Group or the individual. What: – There will be no change in maximum opportunities, however expected value for performance in line with target will change to 50 per cent of maximum. Why: – We believe the GPS award is an effective short term variable reward opportunity. – Simplifying the approach to target performance aligns the design structure to other colleagues and is clearer to articulate. The approach to target setting has been adjusted to ensure that the outcome is no less stretching to achieve.
Long Term Variable Group Ownership Share (GOS) – A long-term incentive plan. – Maximum opportunity of 400 per cent for the GCE and a maximum of 300 per cent of salary for other EDs. – Vesting will be subject to the achievement of performance conditions measured over a period of three years. – The Committee retains full discretion to amend the payout levels should the award not reflect business and/or individual performance. – Award levels set at the time of grant under the rules of the 2016 Long-Term Incentive Plan approved at the AGM on 12 May 2016 and made in the form of conditional shares. What: – Introducing the Long Term Share Plan (LTSP), subject to approval at the 2020 AGM. An alternative reward structure to a traditional LTIP that has similarities with restricted share awards. – Maximum opportunities will significantly reduce from 400 per cent for the GCE and 300 per cent for other EDs to 200 per cent of base salary. The normal ‘target’ level of award will be 150 per cent of base salary. Please see page 101 for further explanation of how we determined the right maximum opportunities for the business. – Remuneration Committee will grant awards based on a discretionary pre-grant test using the Balanced Scorecard to inform decision making. – Vesting will be subject to a set of three financial underpins. – Remuneration Committee retains full discretion to amend the vesting levels from that determined should they not reflect performance. Why: – The proposed structure provides greater alignment to the delivery of the strategic aims for the Group. Please see our Policy FAQs on page 120 for further understanding of our rationale for the LTSP and how it is structured.
The Group’s approach to shareholding requirements
The Group currently operates a shareholding policy, please see page 127 for further details.
The Group considers it important to ensure Executive Directors continue to have a substantial shareholding after employment to continue to align their interests with shareholders over a longer time horizon than simply whilst in role. Our existing reward structures and the structure designed through the Long Term Share Plan, which, in line with regulatory requirements, mean that a substantial proportion of variable reward for Executive Directors and other senior employees takes the form of shares, deferred and held over a period of up to eight years. These structures achieve the outcomes intended from the introduction of a post-employment shareholding requirement and ensure that Executive Directors continue to meet their shareholding requirements for a minimum of two years after leaving the Group. On this basis, the Group already complies with best practice and therefore no formal post-employment shareholding policy is necessary.
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COMPENSATION
New Policy FAQs
Long Term Share Plan
We believe this Policy cycle is the most opportune time to restructure our reward package and introduce the LTSP for the following core reasons.
Lower and less volatile potential reward outcomes aligned to a stable long-term business model We believe that a reward package that has less volatile outcomes is more reflective of our objective of delivering stable and sustainable returns and will incentivise stewardship over longer timeframes.
A simpler structure with one set of annual metrics In recent years we have received significant feedback on the complexity of our reward structures. Removing multiple scorecards and focusing on a single simplified Balanced Scorecard will give management clearer line of sight and greater alignment of interests to long-term company performance.
Amending the existing LTIP by reducing the number of measures was considered. However, we felt that this would not match the wider objectives of alignment to the Group’s strategy and the experience of colleagues.
The use of a single Balanced Scorecard to inform both variable reward components provides clear line of sight to important annual and strategic measures, which can be tracked year on year through our disclosure.
Promote fairness and consistency The structure supports reducing the gap between colleague and executive remuneration; the increase in certainty of award outcomes is offset by reduced opportunities.
Performance against strategic goals will be assessed and Committee discretion will play an important role The Committee will have four opportunities to test performance, using a mixture of clear metrics and discretion, applied against a pre-determined approach.
Strategic decisions will, as now, be measured through the inclusion of both financial and non-financial performance metrics within the Balanced Scorecard
As now, the Committee will determine if an Executive Director’s personal performance justifies a variation in the assessment of performance or award values determined by the Balanced Scorecard, and will explain how this is determined
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Committee discretion, incorporating an assessment of risk and conduct, will be applied where actual behaviours or outcomes are not adequately captured in the Balanced Scorecard assessment
The Committee will make an assessment against the three financial underpins. In addition, the Committee will consider applying a downward discretionary adjustment by asking itself whether there are any non-financial factors that should be considered at vesting
When considering the use of discretion in conjunction with the underpin assessment, the Committee will consider the following key questions:
The Committee will explain its reasons for applying discretion in either direction, or for not doing so.
We are reducing the maximum opportunity for the Group Chief Executive’s long-term awards by 50 per cent from 400 per cent to 200 per cent of base salary, and the normal ‘target’ level of award to 150 per cent of base salary. Unlike a number of restricted share schemes, our Long Term Share Plan will have a pre-grant test to determine the value of awards. As outlined, this will be based on the Balanced Scorecard (consistent with the short term variable award) with the expectation that the achievement of an overall outcome in line with target will lead to an award of 150 per cent of base salary.
Under the Group Ownership Share Plan Executive Directors were eligible to receive a maximum award of 300 per cent. We wanted consistency in award maximum for all Executive Directors. This therefore marks a discount of 33 per cent but we are confident this is appropriate for the business given the use of a pre-grant test, underpins and the Committee’s intention to use discretion where appropriate.
The pre-vest test against defined underpins after three years is an important feature to guard against the potential of ‘rewards for
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failure.’ After considerable debate, we are confident that focusing on capital strength, relative returns and a progressive and sustainable ordinary dividend aligns with our commitments to shareholders. Underpins will be measured over a three year period year period from grant and each underpin element will determine the vesting of 33 per cent of the original award.
The Committee will have discretion to consider any other events before confirming the vesting of awards using the questions outlined above.
Balanced Scorecard
The Balanced Scorecard is considered by non-executives and management to be a transparent and effective tool to drive and assess performance while meeting regulatory requirements. Each measure has pre-set underlying objectives determined by the Remuneration Committee at the start of the performance year. In the interest of transparency, the Committee can confirm that for 2020 there is no change1 to the 15 measures in the 2019 Balanced Scorecard (fully disclosed on page 123) which the Committee consider provide sufficient breadth across the Group’s core business objectives and the optimum balance to measure our performance as a simple, low-risk, customer-focused UK financial services provider:
Providing a leading customer experience sits at the core of our strategy. The Group customer dashboard provides an assessment of how effectively we are serving customers across all brands, products and services, while other measures focused on complaint handling, customer perception, and trust in the Group, measure how effectively we are at being the best bank for customers.
Colleagues are critical to the delivery of the Group’s long-term strategy and we confirmed our investment in training and development as part of transforming ways of working to drive better customer outcomes. Ensuring the way we operate is aligned with the Group’s low-risk appetite, as well as in line with the Group’s cultural aspiration, values and behaviours is key to our long-term success.
Our financial measures assess the Group’s ability to deliver a capital efficient, low cost and profitable bank.
1 The measure in relation to external reputation has been expanded to now also include relationship with the Group’s regulators.
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COMPENSATION
OUR NEW VARIABLE REWARD STRUCTURE
The Group’s purpose is to support our customers, colleagues and communities and to Help Britain Prosper. The Group’s business model is to be a low risk UK bank and rewards for the executive management team in that business should reflect and encourage the steady creation of shareholder value over the long-term, best measured through the share price. The long-term sustainable success of the business is driven by meeting the needs of different stakeholders and our proposed move to Long Term (restricted) Share awards within our revised variable reward structure |
supports these strategic aims. To gain greater understanding of why we believe the implementation of this new approach is now appropriate for the Group and aligns to our business model in our Policy FAQs on page 120.
The diagram below illustrates the performance inputs, underpin assessment and delivery of the Group’s proposed short and long-term variable reward structures. The new structure has multiple test points to ensure the Remuneration Committee can use its discretion and make an evaluation beyond formulaic outcomes. Further details on the use of discretion are explained in full within the Policy on page 137.
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Removing complex standalone LTIP metrics and instead using a simplified Balanced Scorecard will give management clearer line of sight and greater alignment of interest to long-term share price performance whilst the underpin and pre-vest test, combined with the long-term delivery of shares over up to eight years, ensure that long-term and multi-year performance assessment is not compromised.
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HOW THE NEW STRUCTURE OPERATES Y1 Y2 Y3 Y4 Y5 Y6 Y7 Y8 40% 60% Pre-grant performance assessment and sizing of award determined at Remuneration Committee’s discretion, taking into consideration the key questions outlined on page 120. Long Term Share Plan Award Balanced Scorecard Individual ED Assessments Group Performance Share Long Term Share Plan Underpin Assessment 1 yr hold 1 yr hold 1 yr hold 1 yr hold 1 yr hold 33% 33% 33% CET 1 Ratio ROTE Ordinary Dividend Remuneration Committee evaluation. See page 120 for further detail. In light of the Chief Operating Officer, Juan Colombás’ retirement announcement in 2020, an illustration has not been provided here. Underpins (Pre-Vest Test)* Group CET1 ratio above the guided management buffer each year, including all regulatory buffers Group ROTE exceeds average for UK peer banks (excluding the Group) over the 3 years Actual dividend payments do not fall below stated progress policy in any year of the vesting period 40% 20% 40% 20% 20% TEST 20% 1 yr hold 20% 1 yr hold 20% 1 yr hold * Indicative underpin definition; final details to be confirmed in 2020 DRR Implementation Report.
HOW HAVE THE MAXIMUM OPPORTUNITIES FOR EXECUTIVE DIRECTORS CHANGED? As a result of the proposed changes in policy, total variable opportunities will reduce from 540 per cent of salary to 340 per cent for the Group Chief Executive. This is a reduction of 29 per cent in maximum total compensation when reductions in fixed pay through the pension changes are taken into account. Other Executive Directors will reduce from 400 per cent to 300 per cent resulting in an 19 per cent reduction in maximum total compensation. New Policy Current Policy £000 £000 £2,828 £2,603 £1,813 £1,813 £5,180 29% £2,589 Chief Financial Officer William Chalmers Group Chief Executive António Horta-Osório £1,552 £1,473 £811 £811 £2,433 19% £1,622 Fixed Pay Short Term Variable Long Term Variable Current Policy New Policy Current Policy In light of the Chief Operating Officer, Juan Colombás’ retirement announcement in 2020, an illustration has not been provided here.
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COMPENSATION
2019 Annual report on remuneration
EXECUTIVE DIRECTOR SINGLE TOTAL FIGURE OF REMUNERATION
António Horta-Osório | Juan Colombás | William Chalmers | George Culmer | Total | ||||||||||||||||
£000 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||||||||||
Base Salary | 1,269 | 1,244 | 795 | 779 | 331 | – | 461 | 776 | 2,856 | 2,799 | ||||||||||
Fixed Share Award | 1,050 | 900 | 497 | 497 | 252 | – | 298 | 504 | 2,097 | 1,901 | ||||||||||
Benefits | 166 | 157 | 74 | 68 | 19 | – | 41 | 49 | 300 | 274 | ||||||||||
Pension | 419 | 573 | 199 | 195 | 83 | – | 130 | 194 | 831 | 962 | ||||||||||
Total Fixed Pay | 2,904 | 2,874 | 1,565 | 1,539 | 685 | – | 930 | 1,523 | 6,084 | 5,936 | ||||||||||
Group Performance Share1 | – | 1,178 | – | 527 | 81 | – | 113 | 527 | 194 | 2,232 | ||||||||||
Group Ownership Share/Long Term Incentive (LTIP)2,3 | 1,821 | 2,490 | 1,011 | 1,355 | – | – | 911 | 1,374 | 3,743 | 5,219 | ||||||||||
Total Variable Pay | 1,821 | 3,668 | 1,011 | 1,882 | 81 | – | 1,024 | 1,901 | 3,937 | 7,451 | ||||||||||
Other Remuneration4 | 2 | 2 | 1 | 1 | – | – | 1 | 1 | 4 | 4 | ||||||||||
Buy out award5 | – | – | – | – | 4,378 | – | – | – | 4,378 | – | ||||||||||
Total Remuneration | 4,727 | 6,544 | 2,577 | 3,422 | 5,144 | – | 1,955 | 3,425 | 14,403 | 13,391 |
1 | William Chalmers was awarded a full year Group Performance Share award of £195,528 which has been pro-rated to reflect five months as an Executive Director for the purpose of the table above. Awards for William Chalmers and George Culmer will be made in March 2020 in a combination of cash and shares. 40 per cent will be released in the first year following the award with £2,000 paid in cash, and the balance of the upfront 40 per cent delivered in shares; 50 per cent of which will be subject to holding until March 2021. The remaining 60 per cent is deferred into shares with 40 per cent vesting in 2021 and 20 per cent in 2022. 50 per cent of each release will be subject to a further 12-month holding in line with regulatory requirements. |
2 | The 2017 Group Ownership Share (GOS) vesting (see page 125) at 49.7 per cent and dividend equivalents awarded in shares were confirmed by the Remuneration Committee at its meeting on 18 February 2020. The total number of shares vesting were 2,643,386 and 425,413 shares delivered in respect of dividend equivalents for António Horta-Osório, 1,467,137 shares vesting and 236,113 shares delivered in respect of dividend equivalents for Juan Colombás and 1,322,490 shares vesting and 212,834 shares delivered in respect of dividend equivalents for George Culmer. This award was pro-rated to reflect George’s leave date. William Chalmers was not granted a 2017 GOS award. The average share price between 1 October 2019 and 31 December 2019 (59.34 pence) has been used to indicate the value. The shares were awarded in 2017 based on a share price of 68.814p pence and as such no part of the reported value is attributable to share price appreciation. |
3 | LTIP and dividend equivalent figures for 2018 have been adjusted to reflect the share price on the date of vesting (62.9679 pence) instead of the average price (56.04 pence) reported in the 2018 report. |
4 | Other remuneration payments comprise income from all employee share plans, which arises through employer matching or discounting of employee purchases. |
5 | William Chalmers joined the Group on 3 June 2019 and was appointed as Chief Financial Officer on 1 August 2019 on the retirement of George Culmer. He was granted deferred cash of £2,046,097 and deferred share awards over 4,086,632 Shares, to replace unvested awards from his former employer, Morgan Stanley, that were forfeited as a result of him joining the Group. The deferred cash and the number of Shares over which the deferred share awards were granted was calculated using the USD:GBP exchange rate and the respective mid-market closing prices of Mr Chalmers’ previous employer and the Group on 3 June 2019. |
The awards are subject to a vesting schedule and retention periods that match the vesting schedule and retention periods of the awards forfeited and as a result, the awards vest in tranches until January 2022. The awards were granted pursuant to Listing Rule 9.4.2, and in accordance with the regulatory requirements for buy-outs and are subject to clawback. Clawback will also apply to any awards exercised prior to the first anniversary of employment. |
PENSION AND BENEFITS
Pension/Benefits £ | António Horta-Osório | Juan Colombás | William Chalmers | George Culmer | ||||
Cash allowance in lieu of pension contribution | 418,865 | 198,735 | 82,806 | 129,892 | ||||
Car or car allowance | 12,000 | 12,000 | 5,000 | 19,646 | ||||
Flexible benefits payments | 49,776 | 31,174 | 13,249 | 20,783 | ||||
Private medical insurance | 42,341 | 19,246 | 279 | 481 | ||||
Tax preparation | 24,000 | 9,000 | – | – | ||||
Transportation | 37,606 | 2,359 | – | – |
DEFINED BENEFIT PENSION ARRANGEMENTS
António Horta-Osório has a conditional unfunded pension commitment. This was a partial buy-out of a pension forfeited on joining from Santander Group. It is an Employer-Financed Retirement Benefits Scheme (EFRBS). The EFRBS provides benefits on a defined benefit basis at a normal retirement age of 65. The benefit in the EFRBS accrued during the six years following commencement of employment, therefore ceasing to accrue as of 31 December 2016.
The EFRBS was subject to performance conditions and it provided for a percentage of the GCE’s base salary or reference salary in the 12 months before retirement or leaving. No additional benefit is due in the event of early retirement. The rate of pension accrued in each year depended on share price conditions being met. In March 2019, the GCE asked that his defined benefit pension be based on a percentage of his pensionable salary in 2014. The total pension due is now fixed at 6 per cent of his 2014 reference salary of £1,220,000, or £73,200.
There are no other Executive Directors with defined benefit pension entitlements.
Under terms agreed when joining the Group, Juan Colombás is entitled to a conditional lump sum benefit of £718,996 either (i) on reaching normal retirement age of 65 unless he voluntarily resigns or is dismissed for cause, or (ii) on leaving due to long-term sickness or death.
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COMPENSATION
CALCULATING THE 2019 GROUP PERFORMANCE SHARE OUTCOME
Allocating Underlying Profit | |||
|
To simplify the approach to determining the Group Performance Share outcome for 2019, the Committee agreed that a fixed 5 per cent of Underlying Profit (UP) would be used as a starting position for the overall pool. | £8,349m1 x 5% = £417.4m | |
|
The threshold, below which no bonus is payable, remains set at 20 per cent below target UP. | ||
|
For 2019, UP target was £8,637 million, actual UP was £8,349 million. |
1 Underlying profit of £7,531m, adjusted by £21m for year-on-year Prudential Value Adjustment in line with regulatory requirement, £445m for conduct and costs, and £352m for Group Performance Share expenses in 2019.
STEP 1 STEP 2 STEP 3 STEP 4 Measurement of performance against Balanced Scorecard objectives. Strategic objectives Measure Performance Range/Outcome Minimum: 1 Maximum: 5 Score Customer 33% Leading customer experience Satisfying our Customers Customer dashboard 64 <30 .85 3 Retaining and growing valuable customers Segmented Customer Index 3.75 <2.0 >4.5 3 Helping Britain Prosper Deliver Helping Britain Prosper Plan targets 20/22 metrics were rated green (90.9%) <50% of Helping Britain Prosper Plan 4 metrics are Green .90% of Helping Britain Prosper Plan metrics are Green and none are Red Fewer complaints, better handled, driving better customer outcomes Total FCA Complaints per e 000 2.72 <3.04 .2.81 5 FOS Change Rate (ex PPI) 26% >30% .25% 4 Building great relationships with external stakeholders Reputation with External Stakeholders (Excluding Regulators) 4.00 <2.0 &/or >30% rated 1 >4.5 & none rated 1 4 Colleagues & Conduct 33% Transforming ways of working Building a better culture Colleague Culture & Engagement survey 69 <64 >73 3 Building skills for the future Colleagues successfully completing upskilling/ retraining 3,193,087 Cumulative hours <1,980,000 Cumulative hours .2,640,000 5 Maintaining a low risk Bank Board Risk Appetite 7.4% >10% .4% 3 Change delivered safely Change Execution Risk 92.2% green and 6.4% red Green <75% and Red >15% Green >92.5% and Red <5% 4 Finance 33% Maximising Group capabilities Delivering a capital efficient, low cost, profitable Bank Investment Performance 11 <5 .14 4 Cost:Income Ratio 48.5% >50.4% .46.4% 3 Statutory Profit after tax ‘3,006m <4,241 .5,831 1 Common Equity Tier 1 77bps <127bps >200.bps 1 Statutory Return on Tangible Equity 7.8% <11.5% .15.8% 1 STEP 1 STEP 2 STEP 3 STEP 4
Application of Group performance modifier
The modifier determined by Group Balanced Scorecard performance is applied to the proportion of UP allocated under Step 1.
2019 Balanced Scorecard Outcome | 1.00-1.49 | 1.5-1.79 | 1.8-2.09 | 2.1-2.39 | 2.4-2.69 | 2.7-2.99 | 3.0-3.29 | 3.3-3.59 | 3.6-3.89 | 3.9-4.19 | 4.2-4.49 | 4.5-4.79 | 4.8-5 |
Group Balanced Scorecard Modifier | 0.00 | 0.55 | 0.70 | 0.80 | 0.90 | 0.95 | 1.00 | 1.05 | 1.10 | 1.15 | 1.20 | 1.25 | 1.30 |
Group Balanced Scorecard Modifier | £417.4m x 1.00 = £417.4m |
Application of adjustments for risk, conduct and other factors. | ||
The overall pool was reduced by £107.3m to reflect the impact of conduct-related provisions and regulatory fines received during 2019. | £107.3m | |
Overall GPS pool | £310.1m |
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COMPENSATION
EXECUTIVE DIRECTORS’ GROUP PERFORMANCE SHARE OUTCOME FOR 2019
Balanced Scorecard performance
Individual awards for Executive Directors are determined through the assessment of individual performance using the Group or their divisional balanced scorecard. Awards will not be made if the Group does not meet threshold financial performance or if an individual receives a score below 2.6 out of 5.
Group Chief Executive António Horta-Osório The Group Chief Executive’s performance assessment for 2019 reflected the Group’s objectives For Group Balanced Scorecard please see page 103 Chief Operating Officer Juan Colombás Chief Operating Office Scorecard rating BSC category Assessment Customer 3.00 Colleague & Conduct 3.63 Finance 4.33 Chief Financial Officer William Chalmers Finance Division Scorecard rating BSC category Assessment Customer 3.00 Colleague & Conduct 3.29 Finance 2.71 Finance Division Scorecard rating BSC category Assessment Customer 3.00 Colleague & Conduct 3.29 Finance 2.71
Individual Performance Assessment and Committee Discretion
Personal contribution and how performance has been achieved through leadership approach may be considered where it diverges from scorecard outcomes. Judgement may be applied in deciding whether personal contribution should alter the mechanical outcome provided by balanced scorecard metrics.
Key considerations factored into assessing performance and overall rating include, but are not limited to, the following:
Other performance considerations Strong progress in executing the Group’s strategic transformation programme, with significant investment in technology, people and improved customer propositions Further progress on the strategy for growing our Financial Planning & Retirement business with the successful launch of our Schroders Personal Wealth joint venture But acknowledged organisational failures in the Group’s handling of some customers, including the victims of the historic HBOS Reading fraud Other performance considerations Strong leadership and oversight of the Group’s strategic transformation programme, transforming the Group for success in a digital world. Further investment and improvements delivered in the Group’s operational resilience, resulting in a c30% reduction in critical incident occurrences in 2019. Acknowledged failures in the handling of customers impacted by the historic HBOS reading fraud. Other performance considerations Strong start to tenure as CFO, overseeing a challenging second half, marked by the substantial increase in PPI provision related to the deadline for claims submission. Delivered costs, investments and FTE favourable to plan in 2019, maintaining cost efficiency versus peers. Successful acquisition of the Tesco mortgage book finalised under William’s stewardship Other performance considerations Prior to his retirement at the end of July, George oversaw delivery of a good financial performance in H1, with market leading efficiency and returns Balance sheet strength maintained with lower capital requirement Maintained prudent approach to growth and risk The Group Chief Executive and Chief Operating Officer voluntarily requested to be withdrawn from consideration for a 2019 award. Overall score 3.12/5 Overall score 3.12/5
GPS award commensurate with performance determined
Awards are initially based on pre-determined formulaic pay out ranges, commensurate with performance scores as follows:
Individual Performance Score 1.00 – 2.59 – Threshold 2.60 – 2.69– 2.70– 2.99– Target 3.00– 3.29– 3.30– 3.59– 3.60– 3.89– 3.90– 4.19– 4.20– 4.49– 4.50– 4.79– 4.80– 5.00– Maximum Opportunity (% of maximum) 0% 0.0% – 19.5%– 19.5% – 30.0%– 30.0% – 40.5% 40.5% – 51.0% 51.0% – 61.5%– 61.5% – 72.0%– 72.0% – 82.5% 82.5% – 93.0% 93.0% – 100.0%–
Committee determine final award outcome
Judgement is applied by the Remuneration Committee to determine award levels with the formulaic pay-out ranges.
The Remuneration Committee exercised its overall discretion to accept the voluntary withdrawal of the Group Chief Executive and Chief Operating Officer from consideration for a 2019 GPS award. Accordingly, no award value was determined.
Executive
Directors |
Balanced
Scorecard |
Final
Individual Score |
Award
(% of max) |
Group
Funding Modifier1 |
Final
Award (% of max) |
GPS Maximum
Opportunity (% of salary) |
Final
Award
(% of salary) |
Final Award
(£) |
António Horta–Osório | Group | – | – | – | – | 140% | – | – |
Juan Colombás | Chief Operating Office | – | – | – | 100% | – | – | |
William Chalmers | Finance | 3.12 | 34.2% | 71.9% | 24.6% | 100% | 24.6% | £195,528 |
George Culmer2 | Finance | 3.12 | 34.2% | 24.6% | 100% | 24.6% | £113,407 |
1 | The overall GPS pool was 28.1 per cent below the target pool of £431.2 million. Therefore, a downward adjustment of 28.1 per cent was applied to the award recommendations of William Chalmers and George Culmer. |
2 | Award pro-rated to reflect working days of employment. |
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COMPENSATION
2017 EXECUTIVE GROUP OWNERSHIP SHARE
Group Ownership Share (GOS) Awards in the form of conditional rights to free shares in 2017 were made over shares with a value of 300 per cent of reference salary for the GCE and 275 per cent of salary for the former CFO and COO. These awards are vesting at 49.7 per cent, as detailed in the table below. The formulaic outcome reflects the Group’s solid financial and strong strategic performance over the three years ended 31 December 2019, balanced against a challenging economic and political environment impacting negatively on share price performance. This has resulted in no vesting for the Total Shareholder Return component and lower than expected Economic Profit.
The Committee has an overarching discretion to reduce the level of award that will vest, regardless of whether the performance condition for partial or full vesting has been met. This qualitative judgement ensures that vesting is not simply driven by a formula that may give an unexpected or unintended remuneration outcome compared to Group performance and that share price performance can also be considered. The Committee agreed that no adjustment would be applied to the vesting outcome of 49.7 per cent.
Shares will vest on a pro–rata basis up to the seventh anniversary of the award grant and each set of vested shares will be subject to a further holding period. Further details on deferral and holding can be found on pages 110-111.
1 | A measure of profit taking into account Expected Losses, tax and a charge for equity utilisation |
2 | Adjusted to exclude remediation costs |
SINGLE TOTAL FIGURE OF REMUNERATION FOR CHAIRMAN AND NON-EXECUTIVE DIRECTORS
Fees £000 | Benefits £0002 | Total £000 | ||||||||||
2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||
Chairman and current Non–Executive Directors | ||||||||||||
Lord Blackwell | 758 | 743 | 12 | 12 | 770 | 755 | ||||||
Alan Dickinson | 240 | 230 | 1 | – | 241 | 230 | ||||||
Anita Frew | 356 | 380 | 1 | – | 357 | 380 | ||||||
Simon Henry | 186 | 182 | – | – | 186 | 182 | ||||||
Lord Lupton | 314 | 318 | 1 | – | 315 | 318 | ||||||
Amanda Mackenzie OBE | 156 | 31 | – | – | 156 | 31 | ||||||
Nick Prettejohn | 471 | 449 | 5 | – | 476 | 449 | ||||||
Stuart Sinclair | 210 | 172 | – | – | 210 | 172 | ||||||
Sara Weller CBE | 203 | 199 | 4 | – | 207 | 199 | ||||||
Sarah Legg1 | 6 | – | – | – | 6 | – | ||||||
Former Non–Executive Directors | – | |||||||||||
Deborah McWhinney | – | 174 | – | – | – | 174 |
1 | Appointed 1 December 2019. |
2 | The Chairman receives a car allowance of £12,000. Other benefits relate to reimbursement for expenses incurred in the course of duties. |
PAYMENTS FOR LOSS OF OFFICE
George Culmer retired as Chief Financial Officer and an Executive Director with effect from 1 August 2019 and retired from the Group on 2 August 2019.
He received a payment of £79,595 in lieu of unused annual leave entitlement up to his Retirement Date. In accordance with contractual entitlements, George was entitled to a capped contribution of up to £10,000 (excluding VAT) towards legal fees incurred in connection with his retirement from the Company.
In accordance with retirement provisions, George has maintained outstanding deferred Group Performance Share awards under the 2016 GPS Plan (83,466 Shares), 2017 GPS Plan (176,108 Shares) and under the 2018 GPS Plan (501,341 Shares) which continue to be released on their scheduled release dates, subject to the relevant terms (including post-vesting holding periods, malus and, where applicable, clawback and deductions for national insurance and income tax).
A 2019 Group Performance Share award was made, pro-rated for the period of 2019 elapsed to George Culmer’s retirement date, as described on page 105. This award is subject to deferral, holding periods, malus and clawback. Under the Executive Group Ownership Plan Rules (Executive GOS), George Culmer’s outstanding 2017 and 2018 Executive GOS awards will be time pro-rated to his retirement date (2017 becomes 2,660,946 Shares and 2018 becomes 2,144,958 Shares). The awards remain subject to the performance measures which apply to the relevant awards and will continue to vest at the normal vesting dates and be released on their scheduled release dates, subject to the relevant terms (including post-vesting retention periods, malus and, where applicable, clawback and to deductions for national insurance and income tax).
No other payment for loss of office were made in 2019.
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COMPENSATION
PAYMENTS WITHIN THE REPORTING YEAR TO PAST DIRECTORS
There were no payments made to past directors in 2019.
EXTERNAL APPOINTMENTS
António Horta-Osório – During the year ended 31 December 2019, the GCE served as a Non- Executive Director of Exor, Fundação Champalimaud, Stichting INPAR Management/Enable and Sociedade Francisco Manuel dos Santos. The Group Chief Executive is entitled to retain the fees, which were £349,303 in total.
No other Executive Director served as a Non-Executive Director in 2019.
RELATIVE IMPORTANCE OF SPEND ON PAY
The graphs illustrate the total remuneration of all Group employees compared with returns of capital to shareholders in the form of dividends and share buyback.
Dividend £m 2019 2018 [xxx] 4,039 Salaries and performance-based compensation £m 2019 2018 2,919 2,991
1 | 2019: Ordinary dividend in respect of the financial year ended 31 December 2019, partly paid in 2019 and partly to be paid in 2020. 2018: Ordinary dividend in respect of the financial year ended 31 December 2018, partly paid in 2018 and partly paid in 2019 and intended share buyback. |
COMPARISON OF RETURNS TO SHAREHOLDERS AND GCE TOTAL REMUNERATION
The chart below shows the historical total shareholder return (TSR) of Lloyds Banking Group plc compared with the FTSE 100 as required by the regulations.
The FTSE 100 index has been chosen as it is a widely recognised equity index of which Lloyds Banking Group plc has been a constituent throughout this period.
TSR INDICES – LLOYDS BANKING GROUP AND FTSE 100
Growth in the value of a hypothetical £100 holding since 31 December 2009 (to 31 December 2019)
Growth in the value of a hypothetical £100 holding since 31 December 2009 (to 31 December 2019) Value of £100 invested on 31 December 2009 250 0 25 50 75 100 125 150 175 200 225 Dec 2009 Dec 2010 Dec 2011 Dec 2012 Dec 2013 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019
CEO | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||
GCE single figure of remunerati on £000 | J E Daniels | 2,572 | 855 | – | – | – | – | – | – | – | – | |||||||||||
António Horta-Osório | – | 1,765 | 3,398 | 7,475 | 11,540 | 8,704 | 5,791 | 6,434 | 6,544 | 4,727 | ||||||||||||
Annual bonus/
GPS payout (% of maximum opportunity) |
J E Daniels | 62% | 0% | – | – | – | – | – | – | – | – | |||||||||||
António Horta-Osório | – | – | 62% | 71% | 54% | 57% | 77% | 77% | 67.60% | – | ||||||||||||
Long-term incentive vesting (% of maximum opportunity) | J E Daniels | 0% | 0% | – | – | – | – | – | – | – | – | |||||||||||
António Horta-Osório | – | 0% | 0% | 54% | 97% | 94.18% | 55% | 66.30% | 68.70% | 49.7% | ||||||||||||
TSR component vesting (% of maximum) | J E Daniels | 0% | 0% | – | – | – | – | – | – | – | ||||||||||||
António Horta-Osório | – | 0% | 0% | 25.30% | 30% | 30% | 0% | 0% | 0% | 0% |
Notes: J E Daniels served as GCE until 28 February 2011; António Horta-Osório was appointed GCE from 1 March 2011. António Horta-Osório declined to take a bonus in 2011 and independently requested that he be withdrawn from consideration for a Group Performance Share award in 2019.
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COMPENSATION
DIRECTORS’ SHARE INTERESTS AND SHARE AWARDS
DIRECTORS’ INTERESTS
Number of shares | Number of options | Total shareholding1 | Value | |||||||||||||
Owned outright |
Unvested
subject to continued employment |
Unvested
subject to performance |
Unvested
subject to continued employment |
Vested
unexercised |
Total at
31 December 2019 |
Total at
20 February 2020 |
Expected
value
at 31 December 2019 (£000s)2 |
|||||||||
Executive Directors | ||||||||||||||||
António Horta-Osório | 20,817,507 | 1,509,516 | 19,729,182 | 53,618 | 42,109,823 | 42,110,475 | 7 | 20,165 | ||||||||
Juan Colombás | 10,713,340 | 694,247 | 11,171,375 | 29,109 | 22,608,071 | 22,608,639 | 7 | 10,645 | ||||||||
William Chalmers³ | 705,398 | – | – | 3,268,460 | 3,973,858 | 3,973,858 | 2,485 | |||||||||
George Culmer4 | 16,626,666 | 677,449 | 6,854,490 | – | 24,158,605 | 24,158,605 | 12,967 | |||||||||
Non-Executive Directors | ||||||||||||||||
Lord Blackwell | 150,000 | – | – | – | – | 150,000 | 150,000 | n/a | ||||||||
Alan Dickinson | 200,000 | – | – | – | – | 200,000 | 200,000 | n/a | ||||||||
Anita Frew | 450,000 | – | – | – | – | 450,000 | 450,000 | n/a | ||||||||
Simon Henry | 250,000 | – | – | – | – | 250,000 | 250,000 | n/a | ||||||||
Sarah Legg5 | 0 | – | – | – | – | 0 | 0 | – | ||||||||
Lord Lupton | 1,000,000 | – | – | – | – | 1,000,000 | 1,000,000 | n/a | ||||||||
Amanda Mackenzie OBE | 63,567 | – | – | – | – | 63,567 | 63,567 | n/a | ||||||||
Nick Prettejohn6 | 69,280 | – | – | – | – | 69,280 | 69,280 | n/a | ||||||||
Stuart Sinclair | 362,664 | – | – | – | – | 362,664 | 362,664 | n/a | ||||||||
Sara Weller CBE | 372,988 | – | – | – | – | 372,988 | 372,988 | n/a |
1 | Including holdings of connected persons. |
2 | Awards subject to performance under the GOS had an expected value of 50 per cent of face value at grant (in line with the Remuneration Policy). Values are based on the 31 December 2019 closing price of 62.535 pence. |
3 | Appointed 1 August 2019. |
4. | Retired as Chief Financial Officer and an Executive Director with effect from 1 August 2019 and from the Group 2 August 2019. The number of shares in respect of which the GOS Awards (unvested subject to performance) vests, will be reduced to reflect the period from the start of the Performance Period to 2 August 2019, date of leaving, at the point of vest. |
5 | Appointed 1 December 2019. |
6 | In addition, Nick Prettejohn held 400 6.475 per cent preference shares at 1 January 2019 and 31 December 2019. |
7 | The changes in beneficial interests for António Horta-Osório (652 shares), Juan Colombás (568 shares) relate to ‘partnership’ and ‘matching’ shares acquired under the Lloyds Banking Group Share Incentive Plan between 31 December 2019 and 20 February 2020. There have been no other changes up to 20 February 2020. |
SHAREHOLDING REQUIREMENTS
Executives are expected to build and maintain a company shareholding in direct proportion to their remuneration in order to align their interests to those of shareholders. The minimum shareholding requirements Executive Directors are expected to meet are as follows: 350 per cent of base salary for the GCE and 250 per cent of base salary for other Executive Directors. Newly appointed individuals will have three years from appointment to achieve the shareholding requirement. In the event that exceptional individual circumstances exist resulting in an Executive not being able to comply with the Policy, the Remuneration Committee will consider whether an exception should apply.
In addition to the Group’s shareholding requirements, shares vesting are subject to holding periods in line with regulatory requirements.
For the year ending 31 December 2019, the GCE and COO continued to meet their shareholding requirements, as detailed within the illustration below. William currently holds 52 per cent of his salary in shares and will have until 2 June 2022 to achieve the requirement. At the time of his departure in August 2019, George Culmer held 1,233 per cent of his salary in shares.
The Group does not operate a formal post-employment shareholding policy. Existing reward structures and the Long Term Share Plan under the proposed new Policy have been designed in line with regulatory requirements and ensure that a substantial proportion of variable reward for Executive Directors and other senior employees takes the form of shares deferred and held over a period of up to eight years. These structures already ensure that Executive Directors continue to meet our shareholding requirements for a minimum of two years after leaving the Group.
António Horta-Osório 350% George Culmer 250% 782% 1,233% 952% Juan Colombás 250% 52% William Chalmers Shareholding requirement Actual shareholding1 Shareholding requirement Actual shareholding1 Shareholding requirement Actual shareholding1 0 130 260 390 520 650 780 910 1040 1170 1300 0 130 260 390 520 650 780 910 1040 1170 1300 0 130 260 390 520 650 780 910 1040 1170 1300 Shareholding requirement Actual shareholding1
1 | Calculated using the average share price for the period 1 January 2019 to 31 December 2019 (58.07 pence). Includes ordinary shares acquired through the vesting of the deferred Group Performance Share plan, Fixed Share Awards as the shares have no performance conditions; American Deposit Receipts (ADRs) with each one ADR equating to four shares, Executive Share Awards which have vested but have not been exercised; shares held in the Share Incentive Plan (SIP) Trust, i.e. Free, Partnership, Matching and Dividend shares which are no longer subject to forfeiture, as defined in the SIP Rules. Shares held by Connected Persons, as defined by the Companies Act, but broadly meaning spouse or partner and children, may also be included. |
None of those who were Directors at the end of the year had any other interest in the capital of Lloyds Banking Group plc or its subsidiaries.
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COMPENSATION
OUTSTANDING SHARE PLAN INTERESTS
Vested / | At 31 | Exercise periods | ||||||||||||||||||
At 1
January
2019 |
Granted/
awarded |
Dividends
awarded |
released /
exercised |
Lapsed |
December
2019 |
Exercise price | From | To | Note | |||||||||||
António Horta-Osório | ||||||||||||||||||||
LTIP 2016-2018 | 5,015,210 | – | 509,271 | 3,445,449 | 1,569,761 | – | 1,2,3 | |||||||||||||
GOS 2017-2019 | 5,318,685 | – | – | – | – | 5,318,685 | 3 | |||||||||||||
GOS 2018-2020 | 6,725,221 | – | – | – | 6,725,221 | 3 | ||||||||||||||
GOS 2019-2021 | 7,685,276 | 7,685,276 | 3, 4 | |||||||||||||||||
Deferred GPS awarded in 2018 | 1,166,466 | 777,644 | 388,822 | 10 | ||||||||||||||||
Deferred GPS awarded in 2019 | 1,494,258 | – | 373,564 | – | 1,120,694 | 6 | ||||||||||||||
2016 Sharesave | 14,554 | – | – | – | – | 14,554 | 47.49p | 01/01/2020 | 30/06/2020 | |||||||||||
2017 Sharesave | 21,728 | – | – | – | 21,728 | 51.03p | 01/01/2021 | 30/06/2021 | ||||||||||||
2019 Sharesave | 17,336 | 17,336 | 39.87p | 01/01/2023 | 30/06/2023 | |||||||||||||||
Juan Colombás | ||||||||||||||||||||
LTIP2016-2018 | 2,728,973 | – | 277,114 | 1,874,804 | 854,169 | – | 1,2,3 | |||||||||||||
GOS 2017-2019 | 2,951,987 | – | – | – | 2,951,987 | 3 | ||||||||||||||
GOS 2018-2020 | 3,807,302 | – | – | – | 3,807,302 | 3 | ||||||||||||||
GOS 2019-2021 | 4,412,086 | 4,412,086 | 3,4 | |||||||||||||||||
Deferrred GPS awarded in 2018 | 528,320 | 352,212 | 176,108 | 10 | ||||||||||||||||
Deferred GPS awarded in 2019 | 668,453 | 167,112 | 501,341 | 6 | ||||||||||||||||
2016 Sharesave | 29,109 | – | – | – | – | 29,109 | 47.49p | 01/01/2020 | 30/06/2020 | |||||||||||
William Chalmers | ||||||||||||||||||||
Share Buy-Out | 818,172 | 818,172 | 7,8 | |||||||||||||||||
1,457,748 | 1,457,748 | 28/01/2020 | 27/01/2025 | 7 | ||||||||||||||||
1,124,627 | 1,124,627 | 28/01/2021 | 27/01/2026 | 7 | ||||||||||||||||
686,085 | 686,085 | 28/01/2022 | 27/01/2027 | 7 | ||||||||||||||||
George Culmer | ||||||||||||||||||||
LTIP 2016-2018 | 2,767,409 | – | 281,017 | 1,901,209 | 866,200 | – | 1,2,3 | |||||||||||||
GOS 2017-2019 | 2,993,565 | – | – | – | 2,993,565 | 3,5 | ||||||||||||||
GOS 2018-2020 | 3,860,925 | – | – | – | 3,860,925 | 3,5 | ||||||||||||||
Deferred GPS awarded in 2018 | 528,320 | 352,212 | 176,108 | 10 | ||||||||||||||||
Deferred GPS awarded in 2019 | 668,453 | 167,112 | 501,341 | 6 | ||||||||||||||||
2016 Sharesave | 14,554 | – | – | 13,341 | 1,213 | – | 47.49p | 9 |
1. | The shares awarded in March 2016 vested on 7 March 2019. The closing market price of the Group’s ordinary shares on that date was 62.15 pence. Shares vested are subject to a further two-year holding period. |
2. | 2016 LTIP award was eligible to receive an amount equal in value to any dividends paid during the performance period. Dividend equivalents have been paid based on the number of shares vested and have been paid in shares. The dividend equivalent shares were paid on 7 March 2019. The closing market price of the Group’s ordinary shares on that date was 62.15 pence. The dividend equivalent shares are not subject to any holding period. |
3. | All GOS have performance periods ending 31 December at the end of the three-year period. Awards were made in the form of conditional rights to free shares. |
4. | Awards (in the form of conditional rights to free shares) in 2019 were made over shares with a value of 300 per cent of salary for António Horta-Osório (7,685,276 shares with a face value of £3,733,200) and 275 per cent for Juan Colombás (4,412,086 shares with a face value of £2,143,215). No award was made to George Culmer. The share price used to calculate face value is the average price over the five days prior to grant (27 February to 5 March 2019), which was 63.052 pence. As regulations prohibit the payment of dividend equivalents on awards in 2018 and subsequent years, the number of shares awarded has been determined by applying a discount factor to the share price on award. An adjustment of 29.8 per cent was applied. Performance conditions for this award are set out in the table on page 110. |
5. | The number of Shares in respect of the 2017 and 2018 GOS Awards are stated in full and will be reduced to reflect the period from the start of the Performance Period to the date of leaving (2 August 2019) at the point of vest in accordance with the appropriate plan rules. |
6. | Part of GPS is deferred into shares (in the form of conditional rights to free shares). The face value of the share awards in respect of GPS granted in March 2019 was £942,160 (1,494,258 shares) for António Horta-Osório; £421,473 (668,453 shares) for Juan Colombás and £421,473 (668,453) for George Culmer. The share price used to calculate the face value is the average price over the five days prior to grant (27 February to 5 March 2019), which was 63.052 pence. |
7. | William Chalmers joined the Group on 3 June 2019 and was appointed as Chief Financial Officer on 1 August 2019 on the retirement of George Culmer. He was granted deferred cash of £2,046,097 and deferred share awards over 4,086,632 Shares, to replace unvested awards from his former employer, Morgan Stanley, that were forfeited as a result of him joining the Group. The deferred cash and the number of Shares over which the deferred share awards were granted was calculated using the USD:GBP exchange rate of 1.2664 and the respective mid-market closing prices of Mr Chalmers’ previous employer and the Group on 3 June 2019 (57.05 pence) resulting in a face value of the awards of £4,377,521. The award is subject to vesting terms in line with those forfeited as set out above, and is on materially the same terms as the Executive Group Ownership Share (ExGOS), including the discretions as summarised on page 93 of the 2017 Annual Report, but as the award is a buy-out it is not subject to performance conditions and is not subject to time pro-rating in a good leaver circumstances. The award is subject to malus and clawback on the same terms as ExGOS awards, and in addition is subject to clawback in the event of resignation within one year of grant. The value of the award is not pensionable. |
8. | Options vested on 18 July 2019 and William Chalmers exercised on 1 August 2019. The closing market price of the Group’s ordinary shares on that date was 52.84 pence. Mr Chalmers retained all the shares apart from 384,733 shares which were sold to meet income tax and National Insurance contributions. Shares are subject to a six month holding period from the date of vesting on 18 July 2019. |
9. | Mr Culmer had six months from his date of retirement to exercise his Sharesave options. Options were exercised on 7 November 2019 and savings made to date were used to buy shares. The closing market price of the Group’s ordinary shares on that date was 57.20 pence. |
10. | Part of GPS is deferred into shares. The face value of the share awards in respect of GPS granted in March 2018 was £1,058,016 (1,555,288 shares) for António Horta-Osório; £479,200 (704,426 shares) for Juan Colombás and £479,200 (704,426) for George Culmer. The share price used to calculate the face value is the average price over the five days prior to grant (27 February to 5 March 2019), which was 63.052 pence. |
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|
COMPENSATION
2019 GROUP OWNERSHIP SHARE PERFORMANCE MEASURES (FOR AWARDS MADE IN MARCH 2019)
Meeting threshold performance will result in 25 per cent vesting of each metric, relative to each weighting.
Strategic priorities | Measure | Basis of payout range | Metric | Weighting | ||||
Creating the best customer experience | Customer satisfaction | Major Group average ranking over 2021 |
Threshold: 3rd
Maximum: 1st |
10% | ||||
Digital net promoter score | Set relative to 2021 targets |
Threshold: 65.3
Maximum: 68.3 |
7.5% | |||||
FCA total reportable complaints and Financial Ombudsman Service (FOS) change rate | Set relative to 2021 targets Average rates over 2020 |
Threshold: 2.891 and ≤ 29%2
Maximum: 2.611 and ≤ 25%2 |
10% | |||||
Becoming simpler and more efficient | Statutory economic profit3 | Set relative to 2021 targets |
Threshold: £2,210m
Maximum: £3,315m |
25% | ||||
Cost:income ratio | Set relative to 2021 targets |
Threshold: 45.9%
Maximum: 43.4% |
10% | |||||
Delivering sustainable growth | Absolute total shareholder return (TSR) | Growth in share price including dividends over 3-year period |
Threshold: 8% p.a.
Maximum: 16% p.a. |
30% | ||||
Building the best team | Employee engagement index | Set relative to 2021 markets norms |
Threshold: +5% vs. 2021 UK Norm
Maximum: +2% vs. 2021 UK High Performing Norm |
7.5% |
1 | FCA reportable complaints per 1,000 accounts. |
2 | FOS uphold rate. |
3 | A measure of profit taking into account Expected Losses, tax and a charge for equity utilisation. |
IMPLEMENTATION OF THE POLICY IN 2020
The 2020 Remuneration Policy is subject to approval at the Annual General Meeting in May 2020. We propose to implement the Policy in the following ways subject to shareholder approval. A final 2020 Group Ownership Share award will be granted under the existing Remuneration Policy prior to the AGM when the 2020 Remuneration Policy is intended to come into effect.
Base Salary |
The Group has applied a total pay budget of 2.4 per cent including a minimum pay award of £500 for eligible colleagues. Focussing on lower paid colleagues and colleagues paid lower in their pay range, the Group’s pay approach ensures over 63 per cent of colleague will receive a pay award of 2.5 per cent or more. The pay budget for senior executives is set below the budget for the wider colleague at 2 per cent. |
It was agreed that a salary increase of 2 per cent would apply for the Group Chief Executive (GCE) and Chief Financial Officer (CFO). Following confirmation that the Chief Operating Officer (COO) is due to retire in 2020, his salary is due to remain in line with 2019. Salaries will therefore be as follows: GCE: £1,294,674 (with effect from 1 January 2020) COO: £794,938 CFO: £810,837 (with effect from 1 April 2020) |
||
Fixed Share Award |
Awards remain unchanged from 2019 as follows: GCE: £1,050,000 COO: £497,000 CFO: £504,000 |
Subject to approval shares will be released in equal tranches over three years. (See page 135 for further details). | ||
Pension |
With effect from 1 January 2020, pension allowances will be reduced for all Executive Directors to 15 per cent of base salary. Any new Executive Director appointments in 2020 will also attract a maximum allowance of 15 per cent of base salary. | Over 50,000 colleagues participate in the Group’s Defined Contribution (DC) Pension scheme. We therefore believe the DC pension provisions provide an accurate reflection of the pension rate available to the majority of the workforce. With effect from July 2020 the maximum employer contribution for all colleagues will be 15 per cent of base salary and Executive Directors will be aligned to the majority of the workforce. | ||
Benefits |
Benefits remain unchanged from 2019. Executive Directors receive a flexible benefit allowance in line with colleagues, (4 per cent of base salary). This can be used to select benefits including life assurance and critical illness cover. Other benefits include car allowance, transportation tax preparation and private medical cover. | |||
Group Performance Share |
The approach to determining the Group’s Group Performance Share outcome for 2020 will remain aligned to the approach from 2019. A fixed five per cent of adjusted Underlying Profit (UP) will be used as a starting position for the overall pool. This remains within the maximum plan limit of 10 per cent of UP and a financial performance threshold will be set at 20 per cent below the Group’s underlying profit target, at which no award will be payable. A measurement of the Group’s performance will be assessed against Balanced Scorecard objectives and receive a score from 1 to 5. The Group Balanced Scorecard must exceed a threshold score of 1.5, below which no award will be payable. The fixed 5 per cent of UP will be adjusted by a scorecard modifier commensurate with the Group Balanced Scorecard performance score. Adjustments for conduct and risk factors will also be considered when determining the final overall pool. Individual maximum opportunities for Executive Directors remain unchanged from 2019 at 140 per cent of base salary for the GCE and 100 per cent of base salary for other Executive Directors. Individual awards will be based on pre-determined formulaic pay out ranges commensurate with performance and will be determined by the Remuneration Committee through the assessment of a balanced scorecard and an individual performance assessment. The Committee will determine if an Executive Director’s personal performance justifies a variation up or down in the rating or award values determined by the scorecard, and will explain how this is determined. The Group Chief Executive’s individual performance will be measured through the Group Balanced Scorecard, the Chief Operating Officer will be measured through the Chief Operating Office scorecard and the Chief Financial Officer will be measured through the Finance Division scorecard. |
The 2020 scorecards will provide a balanced view across financial, operational and strategic measures equally weighted between 15 financial, customer and colleague and conduct measures. Target will be assessed against a rating scale of 1 to 5. The Committee considers the specific targets that apply to 2020 to be commercially sensitive but will provide information on the level of payout relative to the performance achieved in next year’s annual report on remuneration. For the 2020 performance year, any Group Performance Share opportunity will be awarded in March 2021 in a combination of cash (up to 50 per cent) and shares. 40 per cent will be released in the first year following the award with £2,000 paid in cash, and the balance of the upfront 40 per cent delivered in shares; 50 per cent of which will be subject to holding until March 2022. The remaining 60 per cent is deferred into shares with 40 per cent vesting in 2022 and 20 per cent in 2023. 50 per cent of each release will be subject to a further 12-month holding in line with regulatory requirements. The Committee may consider the application of malus and clawback as outlined in the performance adjustment section. |
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|
COMPENSATION
Group Ownership Share |
A Group Ownership Share award will be granted in relation to 2019 performance under the terms of the current Remuneration Policy. On the basis of the new Long Term Share Plan being approved by shareholders at the 2020 AGM, no further Group Ownership Share awards would then be made. The maximum Group Ownership Share award for Executive Directors is 300 per cent of salary and the Remuneration Committee has to ability to grant an award up to 400 per cent of salary for exceptional circumstances for the Group Chief Executive. Following confirmation that the Chief Operating Officer (COO) is due to retire in 2020, no award will be made. Awards in 2020 are being made as follows: GCE: 250 per cent of base salary COO: No award CFO: 237.5 per cent of base salary As regulations prohibit the payment of dividend equivalents on awards, the number of shares subject to the award has been determined by applying a discount factor to the share price on grant, as previously disclosed. The Committee approved an adjustment of 29.03 per cent for colleagues who are senior managers, including the Executive Directors. |
Awards will be subject to a three-year performance period with vesting between the third and seventh anniversary of award, on a pro-rata basis. Any shares released are subject to a further holding period in line with regulatory requirements and market practice. Meeting threshold performance will result in 25 per cent vesting of each metric, relative to each weighting. Awards made in 2020 will vest based on the Group’s performance against the financial and strategic measures, set out below. In line with the current Remuneration Policy, the Committee has full discretion to amend payout levels should the award not reflect business and/or individual performance. Business performance includes, but is not limited to, consideration of returns to shareholders. There are no changes to proposed financial and strategic measures to provide consistency with the 2019 plan and continued alignment to the key strategic priorities as set out in the third Group Strategic Review. The Committee may consider the application of malus and clawback as outlined in the performance adjustment section. |
Strategic priorities | Measure | Basis of payout range | Metric | Weighting | ||||||
Group
continued |
Creating the best customer experience | Customer satisfaction | Major Group average ranking over 2022 |
Threshold: 3rd
Maximum: 1st |
10% | |||||
Digital net promoter score | Set relative to 2022 targets |
Threshold: 65.3
Maximum: 68.3 |
7.5% | |||||||
FCA total reportable complaints and Financial Ombudsman Service (FOS) change rate | Set relative to 2022 targets Average rates over 2022 |
Threshold: 2.65
Maximum: 2.52 Threshold: 30% Maximum: 25% |
15% | |||||||
Becoming simpler and more Statutory economic profit1 efficient | Set relative to 2022 targets |
Threshold: £1,965m
Maximum: £2,948 |
25% | |||||||
Cost: income ratio | Set relative to 2022 targets |
Threshold: 46.4%
Maximum: 43.9% |
10% | |||||||
Delivering sustainable growth | Absolute total shareholder return (TSR) | Growth in share price including dividends over 3-year period |
Threshold: 8%
Maximum: 16% |
40% | ||||||
Building the best team | Employee engagement index | Set relative to 2022 markets norms |
Threshold: +5% vs UK norm
Maximum: +2% vs UK High Performing Norm |
7.5% | ||||||
1 | A measure of profit taking into account expected losses, tax and a charge for equity utilisation. |
Performance adjustment |
Performance adjustment is determined by the Remuneration Committee and/or Board Risk Committee and may result in a reduction of up to 100 per cent of the GPS and/or GOS opportunity for the relevant period. It can be applied on a collective or individual basis. When considering collective adjustment, the Senior Independent Performance Adjustment and Conduct Committee (SIPACC) submits a report to the Remuneration Committee and Board Risk Committee regarding any adjustments required to balanced scorecards or the overall GPS and/or GOS outcome to reflect in-year or prior year risk matters. The application of malus will generally be considered when: – there is reasonable evidence of employee misbehaviour or material error or that they participated in conduct which resulted in losses for the Group or failed to meet appropriate standards of fitness and propriety; – there is material failure of risk management at a Group, business area, division and/ or business unit level; – the Committee determines that the financial results for a given year do not support the level of variable remuneration awarded; and/or |
– any other circumstances where the Committee consider adjustments should be made. Judgement on individual performance adjustment is informed by taking into account the severity of the issue, the individual’s proximity to the issue and the individual’s behaviour in relation to the issue. Individual adjustment may be applied through adjustments to balanced scorecard assessments and/or through reducing the GPS and/or GOS outcome. Awards are subject to clawback for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation. The application of clawback will generally be considered when: – there is reasonable evidence of employee misbehaviour or material error; or – there is material failure of risk management at a Group, business area, division and/or business unit level. |
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|
COMPENSATION
CHAIRMAN AND NON-EXECUTIVE DIRECTOR FEES IN 2019
The annual fee for the Chairman was increased by 2 per cent to £772,855, in line with the overall salary budget for the executive population. The annual Non-Executive Director fees were increased by 2 per cent, in line with the base salary increase awarded to the senior management of the Group. These changes took effect from 1 January 2020.
2020 | 2019 | |||
Basic Non-Executive Director fee | £81,200 | £79,600 | ||
Deputy Chairman | £106,000 | £104,000 | ||
Senior Independent Director | £63,600 | £62,400 | ||
Audit Committee Chairmanship | £74,300 | £72,800 | ||
Remuneration Committee Chairmanship | £74,300 | £72,800 | ||
Risk Committee Chairmanship | £74,300 | £72,800 | ||
Responsible Business Committee Chairmanship | £42,400 | £41,600 | ||
IT Forum Chairmanship | £42,400 | £41,600 | ||
Audit Committee Membership | £34,000 | £33,300 | ||
Remuneration Committee Membership | £34,000 | £33,300 | ||
Risk Committee Membership | £34,000 | £33,300 | ||
Responsible Business Committee Membership1 | £15,900 | £15,600 | ||
Nomination and Governance Committee Membership | £15,900 | £15,600 |
1 | New members only. |
Non-Executive Directors may receive more than one of the above fees.
PERCENTAGE CHANGE IN REMUNERATION LEVELS
Figures for ‘All employees’ are calculated using figures for all colleagues eligible for the GPS plan. This population is considered to be the most appropriate group of employees for these purposes because its remuneration structure is consistent with that of the GCE. For 2019, 66,216 colleagues were included in this category.
% change in base salary
(2018 to 2019) |
% change in GPS
(2018 to 2019) |
% change in benefits
(2018 to 2019) |
||||
GCE (salary increase effective 1 January 2020) | 2.0% | (100%)1 | 2.0% | |||
All employees | 2.4%2 | (31.7%)2 | 2.4%2 |
1 | Reflects the increase in base salary from 1 January 2019 against which the award is determined. |
2 | Adjusted for movements in colleagues numbers and other impacts to ensure a like-for-like comparison. Salary increases effective 1 April 2020. |
GENDER PAY
We have further reduced our gender pay gap in 2019 resulting in a 1.9 per cent improvement since 2017.
At Lloyds Banking Group we are committed to promoting a diverse and inclusive working environment. Our focus is on improving the gender pay and bonus gaps by increasing the proportion of women in senior roles. In doing so, the gender gaps will reduce over time. We are committed to attracting and retaining the best talent and we are pleased that our 2019 mean gender pay and bonus gaps have reduced further this year.
The reduction in the pay gap can be attributed to an improvement in female representation across the Bank, with an increase in the proportion of female colleagues in senior roles. The proportion of women in the upper pay quartile for the Group has increased. We are pleased to see that our efforts have started to decrease our gender pay gap, however we are aware that there continue to be more men in senior roles. Addressing female representation across the Bank will take time and we are committed to achieving our gender targets will have an impact on our pay gaps in future years. Further information is available at: https://www.lloydsbankinggroup.com/globalassets/our-group/responsible-business/ reporting-centre/lloyds-banking-group-gender-pay-gap-report-2019.pdf
2018 2019 Mean Pay Gap % 31.5% 30.9% 2018 2019 Mean Bonus Gap % 66.4% 64.2%
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|
COMPENSATION
CEO PAY RATIO
Total Compensation | Fixed pay | |||||||
Year | Methodology |
P25
(Lower Quartile) |
P50
(Median) |
P75
(Upper Quartile) |
P25
(Lower Quartile) |
P50
(Median) |
P75
(Upper Quartile) |
|
2019 | A | 179:1 | 128:1 | 71:1 | 114:1 | 82:1 | 47:1 | |
2018 | A | 237:1 | 169:1 | 93:1 | 113:1 | 81:1 | 48:1 | |
2017 | A | 245:1 | 177:1 | 97:1 | 113:1 | 82:1 | 48:1 | |
Y-o-Y
(2018 vs 2019) |
(24%) | 1% |
Notes to the calculation:
|
The 2019 total remuneration for the colleagues identified at P25, P50 and P75 are as follows: £26,419, £36,975, £66,944. |
|
The 2019 base salary for the colleagues identified at P25, P50 and P75 are as follows: £22,227, £31,671, £50,431. |
|
The P25, P50 and P75 colleagues were determined on 12 February 2020 based on calculating total remuneration for all UK employees for the 2019 financial year. Payroll data from 1 January 2019 to 31 December 2019 and variable remuneration outcomes approved in February 2020 were used. |
|
Methodology option A has been used and was selected on the basis that it provided the most accurate means of identifying the median, lower and upper quartile colleagues. |
|
Colleague total remuneration has been calculated in line with the single total figure of remuneration. The single total figure of remuneration calculated for each of the 62,364 UK colleagues includes full time equivalent base pay, Group Performance Share awards for the 2019 performance year, vesting Group Ownership Share awards (for eligible colleagues), core benefits, pension, overtime and shift payments, travel/relocation payments (for eligible colleagues) and private medical benefit. |
|
The average share price between 1 October 2019 and 31 December 2019 (59.34 pence) has been used to indicate the value of vesting Group Ownership Share awards. |
|
The colleague identified at P50 did not receive a separate car benefit and does not participate in the long-term incentive plan. As a result, the ratio does not provide a direct comparison to the total remuneration of the Group Chief Executive. |
|
Each of the three individuals identified was a full-time employee during the year. |
|
Due to operational constraints, inflationary adjustments to defined benefit pensions are excluded. |
|
All other data has been calculated in line with the methodology for the single total figure of remuneration for the Group Chief Executive. |
The median ratio has decreased 24 per cent year-on-year. The reduction is largely attributed to the Group Chief Executive’s request to withdraw from consideration by the Remuneration Committee (the Committee) for a Group Performance Share award for 2019. Volatility in variable reward outcomes has contributed to the year-on-year changes in the ratio.
The Committee is thoughtful of the volatility in pay ratios due to variable reward outcomes. Although the pay ratio is used as a useful reference point to inform policy-setting, the Committee takes into account a number of other factors to assess colleague pay progression.
For the majority of colleagues, year-on-year changes in remuneration are principally driven by pay increases. We are committed to reducing the pay gap between executives and wider colleagues and continue to remain focused on addressing the gap from the bottom up and not just from the top down. To support this, the Group has a commitment to pay progression and a continued focus on ensuring higher pay awards for colleagues who are lower paid, or paid lower within their pay range.
For 2020, the pay budget has been set at 2.4 per cent, with over 63 per cent of colleagues at lower grades receiving a pay award of 2.5 per cent or over. The pay budget for senior colleagues was set lower, at 2 per cent.
A minimum pay award of £500 will apply for all eligible colleagues and pay awards of up to 3.5 per cent for the lowest paid colleagues. We are proud to be an accredited Living Wage employer since 2015, and from April 2020 we will go further and raise the minimum salary for all full-time colleagues to £18,200, reflecting a rate of £10 per hour. For some colleagues this will result in an increase of up to 3.94 per cent and is 22 per cent greater than the National Living Wage and 70 pence greater than current National Living Wage Foundation’s UK wide real Living Wage.
We believe our approach to pay progression has contributed to the reduction of the 2019 median pay ratio and supports reducing the gap between executive and wider colleague pay over time. For example, the colleague who is now at P25 for 2019 received a 2.69 per cent pay increase which brought them up from P24 to that level.
REMUNERATION COMMITTEE
The Committee comprises six Non-Executive Directors; Stuart Sinclair (Chair), Lord Blackwell, Alan Dickinson, Anita Frew, Sara Weller and Amanda Mackenzie; to provide a balanced and independent view on remuneration matters. Stuart Sinclair has been Chair of the Committee since 1 September 2018 and has been a member of the Committee since January 2016. For further details of Committee membership and attendance at meetings, please see page 145.
The purpose of the Committee is to set the remuneration for all Executive Directors and the Chairman, including pension rights and any compensation payments. It recommends and monitors the level and structure of remuneration for senior management and material risk takers. It also considers, agrees and recommends to the Board an overall remuneration policy and philosophy for the Group that is aligned with its long-term business strategy, its business objectives, its risk appetite, purpose and values and the long-term interests of the Group, and recognises the interests of relevant stakeholders, including the wider workforce. The Committee’s operation is designed to ensure that no conflicts of interest arise, and in particular, the Committee ensures that no individual is present when matters relating to their own remuneration are discussed.
Mercer was appointed by the Committee in 2016 following a competitive tender process and was retained for 2019. The Committee is of the view that Mercer provides independent remuneration advice to the Committee and does not have any connections with the Group or any director that may impair its independence. The broader Mercer company provides unrelated advice on accounting and investments. During the year the Committee requested advice and independent research on market and best practice in relation to fixed and variable reward structures to support formulating the Policy. Mercer attended Committee meetings upon invitation and fees payable for the provision of services in 2019 were £31,630.
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|
COMPENSATION
HOW THE REMUNERATION COMMITTEE SPENT ITS TIME IN 2019 AND COMPLIANCE WITH THE 2018 CORPORATE GOVERNANCE CODE
EXECUTIVES
Key highlights: Assurance that the new Policy supports the delivery of the Group’s purpose and long-term goals whilst rewarding the right behaviours in line with the Group’s culture and values. |
COLLEAGUES AND WIDER WORKFORCE
Key highlights: Delivery of the Group’s new performance management approach ‘Your Best’ and colleague understanding of the link between performance and reward. |
ADDITIONAL STAKEHOLDERS
Key highlights: Consideration of a balanced range of opinions from stakeholders on remuneration matters. |
|||||
Oversight and approval | Oversight | Oversight and engagement | |||||
|
|
|
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STATEMENT OF VOTING AT ANNUAL GENERAL MEETING
The table below sets out the voting outcome at the Annual General Meeting in May 2019 in relation to the annual report on remuneration and the Remuneration Policy, last voted on in 2017.
Votes cast in favour | Votes cast against | Votes withheld | ||||||||
Number of shares
(millions) |
Percentage of
votes cast |
Number of shares
(millions) |
Percentage of
votes cast |
Number of shares
(millions) |
||||||
2018 annual report on remuneration (advisory vote) | 43,322 | 91.95% | 3,790 | 8.05% | 1,006 | |||||
Directors’ remuneration policy (binding vote in 2017) | 47,673 | 98.03% | 959 | 1.97% | 535 |
133 |
|
COMPENSATION
2020 Remuneration policy
Approval for this Remuneration Policy will be sought at the AGM on 21 May 2020 and, if approved, will take effect from that date.
It is intended that approval of the Remuneration Policy will be sought at three-year intervals, unless amendments to the Policy are required, in which case further shareholder approval will be sought. Information on how the Policy will be implemented in 2020 is included in the annual report on remuneration.
The objective of the Policy is to align individual reward with the Group’s performance, the interests of its shareholders and a prudent approach to risk management. In this way, the requirements of the major stakeholders are balanced: customers, shareholders, employees, and regulators.
The policy is based on principles which are applicable to all employees within the Group and, in particular, the principle that the reward package should support the delivery of the Group’s purpose of Helping Britain Prosper and the strategic aim of becoming the best bank for customers whilst delivering long-term superior and sustainable returns to shareholders. It fosters performance in line with the Group’s values and behaviours, encourages effective risk disciplines and is in line with relevant regulations and codes of best practice.
DECISION MAKING PROCESS FOR DETERMINING THE POLICY AND CONSIDERATION OF STAKEHOLDER VIEWS
In formulating the Policy, the Remuneration Committee has consulted extensively with a number of stakeholders including institutional shareholders and the Group’s main regulators, the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). A formal consultation on the remuneration of Executive Directors was not undertaken with colleagues. However, constructive engagement with the Group’s recognised Unions took place on key elements of the reward package and the unions continue to play a valuable role in representing colleagues across the Group. The Committee also increased its level of oversight on remuneration matters for colleagues and the wider workforce in 2019, receiving overviews and analysis on key reward matters on a quarterly basis to support decisions in relation to executive remuneration.
The Chairman of the Remuneration Committee alongside senior management consulted with shareholders extensively and the proposed amendments to the Policy were deliberated by the Remuneration Committee at three separate committee meetings. Throughout the process, the Committee Chair kept an open dialogue with key stakeholders to provide updates on amendments and additional points of consideration within the Policy following their feedback. The final Policy is proposed on the basis that it has been widely consulted on with stakeholders and has been designed to align to the Group’s culture, values and purpose whilst also remaining aligned to wider stakeholder interests.
No Executive Director has been involved in the determination of their own remuneration but has remained well informed to ensure alignment between executive and wider colleague remuneration structures. To manage conflicts of interests effectively, Executive Directors were asked to step out of committee meetings and relevant paperwork was also redacted for individuals if required. The Committee has also considered gender pay and CEO pay ratio analysis when finalising policy proposals.
DIRECTORS’ REMUNERATION POLICY AND GROUP REMUNERATION POLICY ALIGNMENT
There is no significant difference between the Policy for Executive Directors and that for other colleagues. If a significant difference for any individual were proposed, this would be subject to approval by the Remuneration Committee (within regulatory requirements). The table below summarises how the Policy applies across the Group.
Executive Directors |
Group Executive
Committee |
Other Material
Risk Takers |
Other Employees | ||
Fixed | Base salary | ü | ü | ü | ü |
Fixed share award1 | ü | ü | ü | ü | |
Pension and benefits | ü | ü | ü | ü | |
Variable | Short-term incentive | ü | ü | ü | ü |
Long term incentive1 | ü | ü | ü | ü |
1 | Eligibility based on seniority and/or role. |
BASE SALARY | ||
Purpose and link to strategy | To support the recruitment and retention of Executive Directors of the calibre required to develop and deliver the Group’s strategic priorities. Base salary reflects the role of the individual, taking account of market competitiveness, responsibilities and experience, and pay in the Group as a whole. | |
Operation |
Base salaries are typically reviewed annually with any increases normally taking effect from 1 January for existing Executive Directors and 1 April for future appointments. When determining and reviewing base salary levels, the Committee takes into account base salary increases for employees throughout the Group and ensures that decisions are made within the following two parameters: – An objective assessment of the individual’s responsibilities and the size and scope of their role, using objective job-sizing methodologies. – Pay for comparable roles in comparable publicly listed financial services groups of a similar size. Salary may be paid in sterling or other currency and at an exchange rate determined by the Committee. |
|
Maximum potential | The Committee will make no increase which it believes is inconsistent with the two parameters above. Increases will normally be in line with the increase awarded to the overall employee population. However, a greater salary increase may be appropriate in certain circumstances, such as a new appointment made on a salary below a market competitive level, where phased increases are planned, or where there has been an increase in the responsibilities of an individual. Where increases are awarded in excess of the wider employee population, the Committee will provide an explanation in the relevant annual report on remuneration. | |
Performance measures | N/A | |
Changes | The effective date will change from January to April each year for future Executive Directors to align delivery with the rest of the workforce. |
134 |
|
COMPENSATION
Fixed share award | ||
Purpose and link to strategy | To ensure that total fixed remuneration is commensurate with role and to provide a competitive reward package for Executive Directors with an appropriate balance of fixed and variable remuneration, in line with regulatory requirements. | |
Operation | The fixed share award will be delivered entirely in Lloyds Banking Group shares, released over three years with 33 per cent being released each year following the year of award. The Committee can, however, decide to deliver some or all of it in the form of cash. | |
Maximum potential | The maximum award is 100 per cent of base salary. | |
Performance measures | N/A | |
Changes | Delivery of vested shares will change from five to three years to align the delivery schedule with other colleagues eligible to receive a Fixed Share Award. | |
Pension | ||
Purpose and link to strategy | To provide cost effective and market competitive retirement benefits, supporting Executive Directors in building long-term retirement savings. | |
Operation |
Executive Directors are entitled to participate in the Group’s defined contribution scheme with company contributions set as a percentage of salary. An individual may elect to receive some or all of their pension allowance as cash in lieu of pension contribution. |
|
Maximum potential | The maximum allowance for all Executive Directors is 15 per cent of base salary. All future appointments as Executive Directors will also attract a maximum allowance of 15 per cent of base salary in line with the majority of the workforce. Maximum allowance may be increased or decreased in order to remain aligned. | |
Performance measures | N/A | |
Changes | Maximum employer pension contribution available has been reduced to 15 per cent of cash salary with no compensation for the reduction to align to the maximum employer pension contribution available to colleagues on the defined contribution pension scheme. | |
Benefits | ||
Purpose and link to strategy | To provide flexible benefits as part of a competitive remuneration package. | |
Operation |
Benefits may include those currently provided and disclosed in the annual report on remuneration. Core benefits include a company car or car allowance, private medical insurance, life insurance and other benefits that may be selected through the Group’s flexible benefits plan. Additional benefits may be provided to individuals in certain circumstances such as relocation. This may include benefits such as accommodation, relocation, and travel. The Committee retains the right to provide additional benefits depending on individual circumstances. When determining and reviewing the level of benefits provided, the Committee ensures that decisions are made within the following two parameters: – An objective assessment of the individual’s responsibilities and the size and scope of their role, using objective job-sizing methodologies. – Benefits for comparable roles in comparable publicly listed financial services groups of a similar size. |
|
Maximum potential |
The Committee will only make increases in the benefits currently provided which it believes are consistent with the two parameters above. Executive Directors receive a flexible benefits allowance, in line with all other colleagues. The flexible benefits allowance does not currently exceed 4 per cent of base salary. |
|
Performance measures | N/A | |
Changes | No change to Policy | |
All-employee plans | ||
Purpose and link to strategy | Executive Directors are eligible to participate in HMRC-approved share plans which promote share ownership by giving employees an opportunity to invest in Group shares. | |
Operation | Executive Directors may participate in these plans in line with HMRC guidelines currently prevailing (where relevant), on the same basis as other eligible employees. | |
Maximum potential |
Participation levels may be increased up to HMRC limits as amended from time to time. The monthly savings limits for Save As You Earn (SAYE) is currently £500. The maximum value of shares that may be purchased under the Share Incentive Plan (SIP) in any year is currently £1,800 with a two-for-one match. Currently a three-for-two match is operated up to a maximum colleague investment of £30 per month. The maximum value of free shares that may be awarded in any year is £3,600. |
|
Performance measures | N/A | |
Changes | No change to policy |
135 |
|
COMPENSATION
Group Performance Share plan | ||
Purpose and link to strategy | To incentivise and reward the achievement of the Group’s annual financial and strategic targets whilst supporting the delivery of long-term superior and sustainable returns. | |
Operation |
Measures and targets are set annually and awards are determined by the Committee after the year end based on performance against the targets set. The Group Performance Share may be delivered partly in cash, shares, notes or other debt instruments including contingent convertible bonds. Where all or part of any award is deferred, the Committee may adjust these deferred awards in the event of any variation of share capital, demerger, special dividend or distribution or amend the terms of the plan in accordance with the plan rules. Where an award or a deferred award is in shares or other share-linked instrument, the number of shares to be awarded may be calculated using a fair value or based on discount to market value, as appropriate. The Committee applies its judgement to determine the payout level commensurate with business and/or individual performance or other factors as determined by the Committee. The Committee may reduce the level of award (including to zero), apply additional conditions to the vesting, or delay the vesting of deferred awards to a specified date or until conditions set by the Committee are satisfied, where it considers it appropriate. Awards may be subject to malus and clawback for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation. |
|
Maximum potential | The maximum Group Performance Share opportunities are 140 per cent of base salary for the GCE and 100 per cent of base salary for other Executive Directors. | |
Performance measures |
Measures and targets are set annually by the Committee in line with the Group’s strategic business plan and further details are set out in the annual report on remuneration for the relevant year. |
|
Measures consist of both financial and non-financial measures and the weighting of these measures will be determined annually by the Committee. The weightings of the performance measures for the 2020 financial year are set out for 2019 on page 129. All assessments of performance are ultimately subject to the Committee’s judgement, but no award will be made if threshold performance (as determined by the Committee) is not met for financial measures or the individual receives a score of 2.6 out of 5 or below. The normal ‘target’ level of the Group Performance Share is 50 per cent of maximum opportunity. The Committee is committed to providing transparency in its decision making in respect of Group Performance Share awards and will disclose historic measures and target information together with information relating to how the Group has performed against those targets in the annual report on remuneration for the relevant year except to the extent that this information is deemed to be commercially sensitive, in which case it will be disclosed once it is deemed not to be sensitive. |
||
Changes | The normal ‘target’ level of the Group Performance Share has changed to 50 per cent of maximum opportunity from 30 per cent. | |
Long Term Share plan | ||
Purpose and link to strategy | Long term variable reward opportunity to align executive management incentives and behaviours to the Group’s objectives of delivering long-term superior and sustainable returns. The Long Term Share Plan will incentive stewardship over a long time horizon and promote good governance through a simple alignment with the interest of shareholders. | |
Operation |
From 2021, awards will be granted under the rules of the 2020 Long-Term Share Plan, subject to shareholder approval at the AGM on 21 May 2020. Awards are made in the form of conditional shares and award levels are set at the time of grant, in compliance with regulatory requirements, and may be subject to a discount in determining total variable remuneration under the rules set by the European Banking Authority. The number of shares to be awarded may be calculated using a fair value or based on a discount to market value, as appropriate. Vesting will be subject to an assessment of underpin thresholds being maintained measured over a period of three years, or such longer period, as determined by the Committee. The Committee retains full discretion to amend the payout levels should the award not reflect business and/or individual performance. The Committee may reduce (including to zero) the level of the award, apply additional conditions to the vesting, or delay the vesting of awards to a specified date or until conditions set by the Committee are satisfied, where it considers it appropriate. Awards may be subject to malus and clawback for a period of up to seven years after the date of award which may be extended to 10 years where there is an ongoing internal or regulatory investigation. |
|
Maximum potential | The maximum Long Term Share Plan opportunity is 200 per cent of base salary for all Executive Directors including the GCE. | |
Performance measures |
An award may be granted by the Remuneration Committee taking into account an assessment of performance of the Company, any Member of the Group or business unit or team, and/or the performance, conduct or capability of the Participant, on such basis as the Committee determine. The normal ‘target’ level of the Long Term Share award is 150 per cent of base salary. No further performance conditions will apply. However vesting will be subject to the underpins and Remuneration Committee discretion as described above. |
|
Changes | The Long Term Share Plan replaces the Executive Group Ownership Share Plan. |
136 |
|
COMPENSATION
Deferral of variable remuneration and holding periods | |
Operation |
The Group Performance Share and Long Term Share plans are both considered variable remuneration
for the purpose of regulatory payment and deferral requirements. The payment of variable remuneration and deferral levels
are determined at the time of award and in compliance with regulatory requirements (which currently require that at least
60 per cent of total variable remuneration is deferred for seven years with pro rata vesting between the third and seventh
year, and at least 50 per cent of total variable remuneration is paid in shares or other equity linked instruments subject
to a holding period in line with current regulatory requirements).
A proportion of the aggregate variable remuneration may vest immediately on award. The remaining proportion of the variable remuneration is then deferred in line with regulatory requirements. |
Changes | No change in deferral requirements. |
Further information on which performance measures were chosen and how performance targets and underpin thresholds are set are disclosed in the relevant sections throughout the report.
DISCRETION IN RELATION TO VARIABLE REWARDS
The Committee retains discretion with regards to these plans. This relates to:
|
the timing, size and type of awards and holding periods, subject to policy maxima, and the annual setting of targets; |
|
where qualitative performance measures or underpins are used and performance against those measures or underpins is not commensurate with the Group’s overall financial or strategic performance over the performance period; |
|
where qualitative underpin thresholds are used and performance against those underpins is not commensurate with the Group’s overall financial performance over the underpin period; |
|
adjustment of targets and measures if events occur which cause it to determine that it is appropriate to do so. The Committee also retains the right to change performance measures and the weighting of measures, including following feedback from regulators, shareholders and/or other stakeholders; and amending the plan rules in accordance with their terms and or amending the basis of operation (including but not limited to the approach in respect of dividend equivalents) including in light of any change to regulatory requirements or guidance or feedback from regulators; |
|
to exercise discretion in accordance with the rules, including in relation to whether or not malus or clawback provisions would apply, in connection with recruitment, or terminations of employment, or corporate events affecting the Company; |
|
adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events and special dividends); |
|
the exercise of the Committee’s discretion will be disclosed in accordance with regulatory requirements. |
LEGACY AWARDS AND RESTRICTIONS ON PAYMENTS
Awards in respect of the Group Performance Share and under the long-term incentive Group Ownership share will be granted in 2020 under the terms of the Directors’ remuneration policy approved by shareholders on 11 May 2017 (the “2017 Policy”). No further awards would be made under the long-term incentive Group Ownership share (or the terms of the 2017 Policy) unless the new Long Term Share Plan 2020 was not approved by shareholders. The Committee reserves the right to make any remuneration payments/awards and any payments/awards for loss of office, notwithstanding that they are not in line with the policy set out above where the terms of the payment/award were agreed (i) before the 2017 policy came into effect; (ii) pursuant to the 2017 policy; or (iii) at a time when the relevant individual was not a Director of the Group and, in the opinion of the Committee, the payment/award was not in consideration for the individual becoming a Director of the Group. Such payments/awards will have been set out in the annual report on remuneration for the relevant year. They include awards and payments made under previous approved remuneration policy and payments in relation to deferred Group Performance Share awards and long-term incentive’ Group Ownership share awards granted in 2018, 2019 and, as referred to above, 2020.
137 |
|
COMPENSATION
ILLUSTRATION OF APPLICATION OF REMUNERATION POLICY
The charts below illustrate possible remuneration outcomes under the following three scenarios:
1. | The maximum that may be paid, assuming full Group Performance Share payout and full vesting under the new Long Term Share plan. For the Long Term Share Plan, an indication of the maximum remuneration receivable assumes a share price appreciation of 50 per cent during the period in which the award is subject to underpins. The basis of the calculation of the share price appreciation is that the share price embedded in the calculation for the ‘maximum’ bar chart is assumed to increase by 50 per cent across the performance period. |
2. | The expected value of remuneration for performance midway between threshold and maximum, assuming 50 per cent of maximum Group Performance Share opportunity and a Long Term Share award granted at 150 per cent of salary. It is also assumed that the Long Term Share Award will vest in full. |
3. | The minimum that may be paid, where only the fixed element is paid (base salary, benefits, pension and the fixed share award). |
Amounts are based on based salaries as at 1 January 2020 for the Group Chief Executive and Chief Operating Officer and 1 April 2020 for the Chief Financial Officer. Implementation of the Policy in 2020 is set out in the annual report on remuneration.
1 | Maximum values of reward package take into account the assumed 50 per cent share price appreciation. Maximum total compensation (£000) without share price appreciation is £7,005 for António Horta-Osório, £3,840 for Juan Colombás and £3,913 for William Chalmers. |
APPROACH TO RECRUITMENT AND APPOINTMENT TO THE BOARD
In determining appropriate remuneration arrangements on hiring a new Executive Director, the Committee will take into account all relevant factors. This may include the experience and calibre of the individual, local market practice, the existing remuneration arrangements for other executives and the business circumstances. The Committee will seek to ensure that arrangements are in the best interests of both the Group and its shareholders and will seek not to pay more than is necessary.
The Committee may make awards on hiring an external candidate to ‘buy-out’ remuneration arrangements forfeited on leaving a previous employer. In doing so the Committee will take account of relevant factors including any performance conditions attached to these awards, the form in which they were granted (e.g. cash or shares), the currency of the awards, and the timeframe of awards. Any such award made will be made in accordance with the PRA’s Rulebook and made on a comparable basis to those forfeited and subject to malus and clawback at the request of the previous employer as required by the PRA rules.
The package will normally be aligned with the remuneration policy as described in the policy report. However, the Committee retains the discretion to make appropriate remuneration decisions outside the standard policy to facilitate the recruitment of an individual of the calibre required and in exceptional cases.
This may, for example, include the following circumstances:
|
An interim recruit, appointed to fill an Executive Director role on a short-term basis. |
|
Exceptional circumstances requiring the Chairman to take on an executive function on a short-term basis. |
|
An Executive Director recruited at a time in the year when it would be inappropriate to provide a Group Performance Share or Long Term Share award for that year, for example, where there may be insufficient time to assess performance. In this situation the Committee may feel it appropriate to transfer the quantum in respect of the months employed during the year to the subsequent year so that reward is provided on a fair basis. |
|
An Executive Director recruited from a business or location where benefits are provided that do not fall into the definition of ‘variable remuneration forfeited’ but where the Committee considers it reasonable to buy-out these benefits. |
|
Transitional arrangements for overseas hires, which might include relocation expenses and accommodation. |
The maximum level of variable remuneration (excluding buy-out awards) that may be awarded to new Executive Directors is equal to 200 per cent of fixed remuneration, including any discount permitted by the European Banking Authority. In making any such remuneration decisions, the Committee will apply any appropriate performance measures in line with those applied to other Executive Directors.
A full explanation will be provided of any buy-out award or discretionary payment.
138 |
|
COMPENSATION
SERVICE AGREEMENTS
The service contracts of all current Executive Directors are terminable on 12 months’ notice from the Group and six months’ notice from the individual.
The Chairman also has a letter of appointment. His engagement may be terminated on six months’ notice by either the Group or him.
Notice to be given by the Group | Date of service agreement | |||
Lord Blackwell | 6 months | 31 March 2014 | ||
António Horta-Osório | 12 months | 3 November 2010 | ||
William Chalmers | 12 months | 3 June 2019 | ||
Juan Colombás | 12 months | 30 November 2010 |
Under his contract (dated 3 November 2010), António Horta-Osório (GCE) is entitled to an amount equivalent to base salary and pension allowance as a payment in lieu of notice if notice to terminate is given by the Group. If notice to terminate is given by the GCE, he is entitled to an amount equivalent to base salary if the Group chooses to make a payment in lieu of notice. Such payments in lieu will be made in monthly instalments subject to mitigation. He is also entitled to six months’ notice from the Group in the event of his long-term incapacity. As part of a buy-out of a pension forfeited on joining from Santander, the GCE is also entitled to the provision of a conditional unfunded pension commitment, subject to performance conditions as described further in the annual report on remuneration. In the event of long-term incapacity, if the GCE does not perform his duties for a period of at least 26 weeks (in aggregate over a 12 month period), the Group shall be entitled to terminate his employment by giving six months’ notice. In all other respects, the terms of the GCE’s contract in relation to payments for loss of office match those set out below for new directors.
Under terms agreed when joining the Group, Juan Colombás is entitled to a conditional lump sum benefit, payable either (i) on reaching normal retirement age unless he voluntarily resigns or is dismissed for cause, or (ii) on leaving due to long-term sickness or death, as described further in the annual report on remuneration.
The service contracts and letters of appointment are available for inspection at the Company’s registered office.
NOTICE PERIODS
Newly-appointed Executive Directors will be employed on contracts that include the following provisions:
|
The individual will be required to give six months’ notice if they wish to leave and the Group will give 12 months’ notice other than for material misconduct or neglect or other circumstances where the individual may be summarily dismissed by written notice. In exceptional circumstances, new joiners will be offered a longer notice period (typically reducing to 12 months within two years of joining). |
|
In the event of long-term incapacity, if the Executive Director does not perform their duties for a period of at least 26 weeks (in aggregate over a 12 month period), the Group shall be entitled to terminate the executive’s employment by giving three months’ notice. |
|
At any time after notice to terminate is given by either the Group or the Executive Director, the Group may require the Executive Director to take leave for some or all of the notice period. |
|
At any time, at its absolute discretion, the Group may elect to terminate the individual’s employment by paying to the Executive Director, in lieu of the notice period, an amount equivalent to base salary, subject to mitigation as described more fully in the termination payments section of this report. |
139 |
|
COMPENSATION
TERMINATION PAYMENTS
It is the Group’s policy that where compensation on termination is due, it should be paid on a phased basis, mitigated in the event that alternative employment is secured. Where it is appropriate to make a bonus payment ( known as Group Performance Share) to the individual, this should relate to the period of actual service, rather than the full notice period. Any Group Performance Share payment will be determined on the basis of performance as for all continuing employees and will remain subject to performance adjustment (malus and clawback) and deferral. Generally, on termination of employment, Group Performance Share awards, in flight Group Ownership Share awards, Long Term Share Plan awards and other rights to payments will lapse except where termination falls within one of the reasons set out below. In the event of redundancy, the individual may receive a payment in line with statutory entitlements at that time. If an Executive Director is dismissed for gross misconduct, the Executive Director will receive normal contractual entitlements until the date of termination and all deferred Group Performance Share, Group Ownership Share and Long Term Share Plan awards will lapse.
Base salary | Fixed share award |
Pension,
benefits and
other fixed remuneration |
||||
Resignation | In the case of resignation to take up new employment, paid until date of termination (including any period of leave required by the Group). In the case of resignation for other reasons, base salary will be paid in monthly instalments for the notice period (or any balance of it), offset by earnings from new employment during this period. | Awards continue and are released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination. | Paid until date of termination including any period of leave required by the Group (subject to individual benefit scheme rules). | |||
Redundancy or termination by mutual agreement | Paid until date of termination (including any period of leave required by the Group). In respect of the balance of any notice period, base salary will be paid in monthly instalments, offset by earnings from new employment during this period. | Awards will normally continue and be released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination unless, in the case of mutual agreement, the Committee determines that exceptional circumstances apply in which case shares may be released on termination. | Paid until date of termination including any period of leave required by the Group (subject to individual benefit scheme rules). | |||
Retirement/ill health, injury, permanent disability/death | Paid until date of retirement/death. For ill health, injury or permanent disability which results in the loss of employment, paid for the applicable notice period (including any period of leave required by the Group). | Awards will normally continue and be released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination except for (i) death where shares are released on the date of termination; or (ii) in the case of permanent disability the Committee determines that exceptional circumstances apply in which case shares may be released on the date of termination. | Paid until date of death/ retirement (subject to individual benefit scheme rules). For ill health, injury, permanent disability, paid for the notice period including any period of leave required by the Group (subject to individual benefit scheme rules). | |||
Change of control or merger | N/A | Awards will be payable on the date of the Change of Control and the number of shares subject to the award will be reduced to reflect the shorter accrual period. The Committee may decide that vested awards will be exchanged for (and future awards made over) shares in the acquiring company or other relevant company. | N/A | |||
Other reason where the Committee determines that the executive should be treated as a good leaver | Paid until date of termination (including any period of leave required by the Group). In respect of the balance of any notice period, base salary will be paid in monthly instalments, offset by earnings from new employment during this period. | Awards continue and are released at the normal time and the number of shares subject to the award in the current year will be reduced to reflect the date of termination. | Paid until date of termination including any period of leave required by the Group (subject to individual benefit scheme rules). |
140 |
|
COMPENSATION
Group
Performance Share
(Annual bonus plan)1 |
Long
Term Share Plan
(Long term variable reward plan)2 |
Chairman
and
Non-Executive Director fees3 |
||||
Resignation | Unvested deferred Group Performance Share awards are forfeited and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier) unless the Committee determines otherwise (in exceptional circumstances), in which case such awards are subject to deferral, malus and clawback. | Awards lapse on date of leaving (or on notice of leaving) unless the Committee determines otherwise in exceptional circumstances that they will vest on the original vesting date (or exceptionally on the date of leaving). Where award is to vest it will be subject to the underpins and time pro-rating (for months worked in underpin period). Malus and clawback will apply. | Paid until date of leaving Board. | |||
Redundancy or termination by mutual agreement | For cases of redundancy, unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier). Such awards would be subject to deferral, malus and clawback. For termination by mutual agreement, the same approach as for resignation would apply. | Awards vest on the original vesting date (or exceptionally on the date of leaving). Vesting is subject to the underpins and time pro-rating (for months worked in underpin period). Malus and clawback will apply. | Paid until date of leaving Board. | |||
Retirement/ill health, injury, permanent disability | Unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier). Such awards would be subject to deferral, malus and clawback. | Awards vest on the original vesting date (or exceptionally on the date of leaving). Vesting is subject to the underpins and time pro-rating (for months worked in underpin period). Malus and clawback will apply. | Paid until date of leaving Board. | |||
Death | Unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination. Deferred Group Performance Share awards vest on death in cash, unless the Committee determines otherwise. | Awards vest in full on the date of death unless in exceptional circumstances the Remuneration Committee determines that the underpins or pre-vest test do not support full vesting. | Paid until date of leaving Board. | |||
Change of control or merger2 | In-year Group Performance Share accrued up until date of change of control or merger (current year). Where there is a Corporate Event, deferred Group Performance Share awards vest to the extent and timing determined by the Committee in its absolute discretion. | Awards vest on date of event. Vesting is subject to the underpins and time pro-rating (for months worked in underpin period unless determined otherwise). Malus and clawback will normally apply. Instead of vesting, awards may be exchanged for equivalent awards over the shares of the acquiring company or another company or equivalent cash based awards. | Paid until date of leaving Board. | |||
Other reason where the Committee determines that the executive should be treated as a good leaver | Unvested deferred Group Performance Share awards are retained and in-year Group Performance Share awards are accrued until the date of termination (or the commencement of garden leave if earlier). Deferred Group Performance Share awards vest in line with normal timeframes and are subject to malus and clawback. The Committee may allow awards to vest early if it considers it appropriate. | Awards vest on the original vesting date (or exceptionally on the date of leaving). Vesting is subject to the underpins and time pro-rating (for months worked in underpin period). Malus and clawback will apply. | Paid until date of leaving Board. |
1 | If any Group Performance Share is to be paid to the Executive Director for the current year, this will be determined on the basis of performance for the period of actual service, rather than the full notice period (and so excluding any period of leave required by the Group). |
2 | Reference to change of control or merger includes a compromise or arrangement under section 899 of the Companies Act 2006 or equivalent. Fixed share awards may also be released/exchanged in the event of a resolution for the voluntary winding up of the Company; a demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Committee, might affect the current or future value of any award; or a reverse takeover, merger by way of a dual listed company or other significant corporate event, as determined by the Committee. In the event of a demerger, special dividend or other transaction which would in the Committee’s opinion affect the value of awards, the Committee may allow a deferred Group Performance Share award or a long term incentive award to vest to the extent relevant performance conditions are met to that date and if the Committee so determined, on a time pro-rated basis (unless determined otherwise) to reflect the number of months of the underpin period worked. |
3 | The Chairman is entitled to six months’ notice. |
4 | The terms applicable on a cessation of employment to Group Ownership Share Awards are as shown on page 133 of the 2017 Remuneration Policy. |
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COMPENSATION
On termination, the Executive Director will be entitled to payment for any accrued but untaken holiday calculated by reference to base salary and fixed share award.
The cost of legal, tax or other advice incurred by an Executive Director in connection with the termination of their employment and/or the cost of support in seeking alternative employment may be met up to a maximum of £100,000. Additional payments may be made where required to settle legal disputes, or as consideration for new or amended post-employment restrictions.
Where an Executive Director is in receipt of expatriate or relocation expenses at the time of termination (as at the date of the AGM no current Executive Directors are in receipt of such expenses), the cost of actual expenses incurred may continue to be reimbursed for up to 12 months after termination or, at the Group’s discretion, a one-off payment may be made to cover the costs of premature cancellation. The cost of repatriation may also be covered.
REMUNERATION POLICY TABLE FOR CHAIRMAN AND NON-EXECUTIVE DIRECTORS
The table below sets out the remuneration policy for Non-Executive Directors (NEDs).
CHAIRMAN AND NON-EXECUTIVE DIRECTOR FEES AND BENEFITS
Purpose and link to strategy | To provide an appropriate reward to attract and retain a high-calibre individual with the relevant skills, knowledge and experience. |
Operation | The Committee is responsible for evaluating and making recommendations to the Board with regards to the Chairman’s fees. The Chairman does not participate in these discussions. |
The GCE and the Chairman are responsible for evaluating and making recommendations to the Board in relation to the fees of the NEDs. | |
When determining and reviewing fee and benefit levels, the Committee ensures that decisions are made within the following parameters: | |
– The individual’s skills and experience. – An objective assessment of the individual’s responsibilities and the size and scope of their role, using objective sizing methodologies. – Fees and benefits for comparable roles in comparable publicly listed financial services groups of a similar size. |
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The Chairman receives an all-inclusive fee, which is reviewed periodically plus benefits including life insurance, car allowance, medical insurance and transportation. The Committee retains the right to provide additional benefits depending on individual circumstances. | |
NEDs are paid a basic fee plus additional fees for the chairmanship/membership of committees and for membership of Group companies/boards/non-board level committees. | |
Additional fees are also paid to the senior independent director and to the deputy chairman to reflect additional responsibilities. | |
Any increases normally take effect from 1 January of a given year. | |
The Chairman and the NEDs are not entitled to receive any payment for loss of office (other than in the case of the Chairman’s fees for the six month notice period) and are not entitled to participate in the Group’s bonus, share plan or pension arrangements. | |
NEDs are reimbursed for expenses incurred in the course of their duties, such as travel and accommodation expenses, on a grossed-up basis (where applicable). | |
Maximum potential | The Committee will make no increase in fees or benefits currently provided which it believes is inconsistent with the parameters above. |
Performance metrics | N/A |
Changes | No change to policy. |
LETTERS OF APPOINTMENT
The Non-Executive Directors all have letters of appointment and are appointed for an initial term of three years after which their appointment may continue subject to an annual review. Non-Executive Directors may have their appointment terminated, in accordance with statute and the articles of association, at any time with immediate effect and without compensation.
DATE OF LETTER OF APPOINTMENT
NED | Date of letter of appointment | Date of appointment | ||
Alan Dickinson | 26 June 2014 | 8 September 2014 | ||
Anita Frew | 17 November 2010 | 1 December 2010 | ||
Simon Henry | 1 May 2014 | 26 June 2014 | ||
Nick Prettejohn | 1 April 2014 | 23 June 2014 | ||
Stuart Sinclair | 26 November 2015 | 04 January 2016 | ||
Sara Weller | 31 January 2012 | 01 February 2012 | ||
Lord Lupton | 2 March 2017 | 01 June 2017 | ||
Amanda Mackenzie | 17 April 2018 | 01 October 2018 | ||
Sarah Legg | 21 October 2019 | 01 December 2019 |
All Directors are subject to annual re-election by shareholders.
The service contracts and letters of appointments are available for inspection at the Company’s registered office.
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STATEMENT ON US CORPORATE GOVERNANCE STANDARDS
The Board is committed to the delivery of the Group’s strategy which will transform the Group for success in a digital world. The Board’s strategy is underpinned by high standards of corporate governance designed to ensure consistency and rigour in its decision making. This report explains how those standards, in particular, those laid down in the Financial Reporting Council’s UK Corporate Governance Code 2018 (the UK Code), apply in practice to ensure that the Board and management work together for the long-term benefit of the Company and its shareholders. The UK Code can be accessed at www.frc.org.uk.
To assist the Board in carrying out its functions and to provide independent oversight of internal control and risk management, certain responsibilities are delegated to the Board’s Committees. The Board is kept up to date on the activities of the Committees through reports from each of the Committee Chairmen. Terms of Reference for each of the Committees are available on the website at www.lloydsbankinggroup.com. Information on the membership, role and activities of the Nomination and Governance Committee, the Audit Committee, the Board Risk Committee and the Responsible Business Committee can be found on pages 157 to 168.
Further information about the work of the Remuneration Committee is included on pages 117 to 118 and 132 to 133.
As a non-US company listed on the New York Stock Exchange (NYSE) Lloyds Banking Group plc is required to disclose any significant ways in which its corporate governance practices differ from those followed by domestic US companies listed on the NYSE, key differences are set out in the paragraphs below. As Lloyds Banking Group plc’s main listing is on the London Stock Exchange, it follows the principles contained in the UK Code. The Group confirms that it applied the principles and complied with all the provisions of the Code throughout 2019 except in relation to that part of provision 36 that provides that the remuneration committee should develop a formal policy for post-employment shareholding requirements encompassing both unvested and vested shares. Compliance with the UK Code is discussed further on page 155.
The NYSE corporate governance listing standards require domestic US companies to adopt and disclose corporate governance policies. For Lloyds Banking Group plc, consistent with the principles of the UK Code, the Nomination and Governance Committee sets the corporate governance principles applicable to the Company and oversees the annual evaluation of the performance of the Board, its Committees and its individual members.
Under the NYSE corporate governance listing standards, the remuneration, nomination and governance committees of domestic US companies must be comprised of entirely independent directors. However for Lloyds Banking Group plc, again consistent with the principles of the UK Code, the Remuneration Committee and the Nomination and Governance Committee include the Chairman, with all other members being independent Non-Executive Directors.
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CORPORATE GOVERNANCE
A letter from the Chairman
Delivering on the Group’s purpose – Helping Britain Prosper
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The Board recognises
Lord Blackwell Chairman
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CHAIRMAN’S LETTER
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BOARD AND COMMITTEE CHANGES
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announced that I plan to retire as Group Chairman at or before the AGM in 2021 as I will by then have served some nine years on the Group Board. The Board has initiated a search process to allow time to identify my successor and enable an orderly handover.
QUARTERLY DIVIDEND
I am pleased to report that the Board approved the Group moving to the payment of quarterly dividends in 2020, with the first quarterly dividend in respect of the first quarter of 2020 payable in June 2020. The Group has around 2.4 million shareholders, the vast majority of whom are retail shareholders, and this approach will provide a more regular flow of dividend income to all shareholders whilst accelerating the receipt of payments. Further information on quarterly dividends can be found on page F-76.
BOARD EFFECTIVENESS
The Board carried out an annual evaluation of its effectiveness during the year. This was an internal evaluation, which ran between October 2019 and January 2020 and was overseen by the Nomination and Governance Committee. The process which was undertaken and the findings of the review can be found on pages 152 to 153, together with information about the Board’s progress against the 2018 review actions.
CORPORATE GOVERNANCE CODE
The year under review was the first year that the Code has applied to the Group. The Group’s statement of compliance with the Code and a summary of the requirements of the Code can be found on pages 155 to 156. The Group also implemented its approach to workforce engagement.
Lord Blackwell Chairman |
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This Corporate Governance Report details the Group’s approach to governance in practice, how the Board operates and the key activities of the Board during the year, together with information on the annual Board evaluation process. It also includes the reports from each of the Board’s principal Committees.
The Board recognises the importance of meeting the Group’s responsibilities and duties both to shareholders and the communities the Group serves across the UK. These are embedded into the Group’s processes and thinking. The Group’s commitment to good governance and the directors’ duties, including under s.172 of the Companies Act 2006, make sure that the Group continually challenges its assumptions and risks. The Group’s purpose to Help Britain Prosper reflects the understanding that a sustainable business organisation needs to continuously demonstrate its value as a responsible corporate citizen.
A major focus over the last year has been the continued implementation of the Group’s strategic transformation programme. This has required a substantial investment in colleague skills and culture to support the re-shaping of roles around the new ways of working. The Board has devoted considerable time to reviewing the way this is being implemented, including a two day joint Board and Executive offsite. The Group has paid particular attention to the management of the risks arising from the implementation of new technologies, the new ways of working and the overall pace of change. 2019 has also been the first year in which the Group has operated under the new ring-fencing governance requirements. Further details of the Group’s ring-fencing governance structure and the Board’s oversight of the strategic transformation programme are set out on pages 151 and 150 respectively. |
Succession planning and the composition of the Board and its committees are important components of good governance. There were a number of changes to the Board and Committees during the year. George Culmer retired as Chief Financial Officer and Executive Director of the Group on 1 August 2019 and was succeeded by William Chalmers, who brought a wealth of experience to the Group. George was a crucial member of the team that helped turn Lloyds around and left with our thanks and best wishes for the future.
Following a recruitment process led by the Nomination and Governance Committee, Sarah Legg was appointed to the Board in December 2019 as a new independent Non-Executive Director and Catherine Woods will join the Board on 1 March 2020 as a new independent Non-Executive Director. While selected on merit, these appointments help meet the Group’s commitments to both gender and BAME diversity. Sarah became a member of the Audit and Board Risk Committees and Catherine will join the Board Risk and Remuneration Committees.
Anita Frew stepped down as Senior Independent Director on 1 December 2019 and will retire as Deputy Chairman and Non-Executive Director at the AGM in May 2020. Anita has been an extremely valuable Board member, and will be much missed. Alan Dickinson succeeded Anita as Senior Independent Director on 1 December 2019 and will also take on the role of Deputy Chairman following Anita’s retirement from the Board. Alan’s significant board, financial and regulatory experience, including as a chairman, make him ideally suited to this role.
Juan Colombás, Executive Director and Chief Operating Officer, announced that he plans to retire in July 2020 after many years as a senior executive in which he has made a major contribution to the transformation of the Group. In line with the UK Corporate Governance Code 2018 (the ‘Code’), I also |
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CORPORATE GOVERNANCE
Corporate governance report
The Group’s Board in 20191
Board and Committee composition and attendance at scheduled meetings in 20196
Nomination and | Audit | Board Risk | Remuneration | Responsible | ||||||||
Board member | Board | Governance Committee | Committee | Committee | Committee | Business Committee | ||||||
Lord Blackwell (C) | 11/11 |
7/7
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– | 8/8 | 6/6 | 4/4 | ||||||
António Horta-Osório | 11/11 | – | – | – | – | – | ||||||
William Chalmers1 | 3/3 | – | – | – | – | – | ||||||
Juan Colombás | 11/11 | – | – | – | – | – | ||||||
George Culmer1 | 8/8 | – | – | – | – | – | ||||||
Alan Dickinson2 | 11/11 | 7/7 | 6/6 |
8/8
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6/6 | – | ||||||
Anita Frew2 | 11/11 | 7/7 | 6/6 | 8/8 | 6/6 | 3/44 | ||||||
Simon Henry | 10/114 | – |
6/6
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7/84 | – | – | ||||||
Sarah Legg3 | – | – | – | – | – | – | ||||||
Lord Lupton | 11/11 | – | 3/3 | 8/8 | – | 1/25 | ||||||
Amanda Mackenzie | 11/11 | – | – | 8/8 | 3/3 | 4/4 | ||||||
Nick Prettejohn | 11/11 | 5/5 | 6/6 | 8/8 | – | – | ||||||
Stuart Sinclair | 11/11 | – | – | 8/8 |
6/6
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4/4 | ||||||
Sara Weller | 11/11 | 7/7 | – | 7/84 | 6/6 |
4/4
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1 | George Culmer retired from, and William Chalmers was appointed to, the Board on 1 August 2019. |
2 | Alan Dickinson succeeded Anita Frew as Senior Independent Director on 1 December 2019. |
3 | Sarah Legg joined the Board and respective Committees on 1 December 2019. There were no meetings in December 2019. |
4 | Unable to attend due to a scheduling clash with a prior business commitment. |
5 | Unable to attend due to a scheduling clash with another Group business commitment. |
6 | Where a Director is unable to attend a meeting s/he receives papers in advance and has the opportunity to provide comments to the Chairman of the Board or to the relevant Committee Chairman. |
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Chairman |
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CORPORATE GOVERNANCE
How the Board works
Meetings, activities and processes
THE RIGHT PROCESSES IN PLACE TO DELIVER ON THE GROUP’S STRATEGY
During the year, there were 11 scheduled Board meetings, with details of attendance shown on page 145. In addition to formal meetings, the Board meets as necessary to consider matters of a time-sensitive nature. The Chairman and the Chairmen of each Committee ensure Board and Committee meetings are structured to facilitate open discussion, debate and challenge.
The Board is supported by its Committees which make recommendations on matters delegated to them under the Corporate Governance Framework, in particular in relation to Board appointments, internal control risk, financial reporting, governance and remuneration issues.
The management of all Committees is in keeping with the basis on which meetings of the Board are managed. Each of the Committees’ structures facilitates open discussion and debate, with steps taken to ensure adequate time for members of the Committees to consider proposals which are put forward. |
The Executive Directors make decisions within clearly defined parameters which are documented within the Corporate Governance Framework. However, where appropriate, any activities outside the ordinary course of business are brought to the full Board for their consideration, even if the matters fall within the agreed parameters. The Corporate Governance Framework helps to ensure that decisions are made by management with the correct authority. In the rare event of a Director being unable to attend a meeting, the Chairman of the respective meeting discusses the matters proposed with the Director concerned wherever possible, seeking their support and feedback accordingly. The Chairman subsequently represents those views at the meeting.
The Board recognises the need to be adaptable and flexible to respond to changing circumstances and emerging business priorities, whilst ensuring the continuing monitoring and oversight of core issues.
The Group has a comprehensive and continuous agenda setting and escalation process in place to ensure that the Board has the right information at the right time and in the right format to enable the Directors |
to make the right decisions. The Chairman leads the process, assisted by the Group Chief Executive and Company Secretary. The process ensures that sufficient time is being set aside for strategic discussions and business critical items.
The process of escalating issues and agenda setting is reviewed at least annually as part of the Board effectiveness review with enhancements made to the process, where necessary, to ensure it remains effective. Details of the meeting process are provided below.
The Non-Executive Directors also receive regular updates from the Group Chief Executive’s office including a weekly email which gives context to current issues. In-depth and background materials are regularly provided via a designated area on the secure electronic Board portal.
A full schedule of matters reserved for the Board and Terms of Reference for each of the principal Committees can be found at www.lloydsbankinggroup.com/our-group/ corporate-governance |
BOARD MEETINGS |
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CORPORATE GOVERNANCE
How the Board works continued
Key focus areas
The Board sets the strategy, oversees its delivery and establishes the culture, values and standards of the Group. The Board ensures that the Group manages risk effectively, monitors financial performance and reporting and ensures that appropriate and effective succession planning arrangements and remuneration policies are in place. It provides and encourages entrepreneurial leadership across the Group within this framework.
This page 147 and page 148 show the key focus areas of the Board during the year and highlight the link between those focus areas and the Group’s strategic objectives. Also listed are stakeholder groups central to the matters considered and decisions taken.
The agenda for each Board meeting is discussed in advance with the Chairman and Chief Executive Officer and reviewed at Group Executive Committee meetings and includes 30 minutes ‘free agenda’ discussion time. Regular updates are provided to the Board by the Chairmen of the Audit, Nomination and Governance, Remuneration, Responsible Business and Board Risk Committees as well as by the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the Chairman and the chairmen of the Lloyds Bank Corporate Markets plc and Scottish Widows Group Limited boards.
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LEADING CUSTOMER EXPERIENCE |
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DIGITISING THE GROUP |
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MAXIMISING GROUP CAPABILITIES |
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TRANSFORMING WAYS OF WORKING |
DEEP DIVE ON DATA ETHICS | |
Link to strategic priorities: |
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Link to stakeholder groups: | |
Customers; Regulatory and Government | |
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APPROVED THE 2019 BUDGET | |
DISCUSSED THE REGULAR FINANCE REPORT, FORECASTS AND CAPITAL AND LIQUIDITY POSITIONS | |
REVIEWED AND APPROVED INCOME STATEMENT, DRAFT RESULTS AND PRESENTATIONS TO ANALYSTS | |
Link to stakeholder groups: | |
Colleagues; Shareholders | |
REVIEWED AND APPROVED FUNDING AND LIQUIDITY PLANS AND CAPITAL PLAN | |
Link to stakeholder groups: | |
Regulatory and Government | |
APPROVED THE PAYMENT OF FINAL AND INTERIM DIVIDENDS | |
Link to stakeholder groups: | |
Shareholders | |
APPROVED THE LAUNCH OF A SHARE BUYBACK PROGRAMME AND ITS SUBSEQUENT CURTAILMENT AS CONDITIONS CHANGED | |
Link to stakeholder groups: | |
Shareholders | |
APPROVED THE PAYMENT OF QUARTERLY DIVIDENDS | |
Link to stakeholder groups: | |
Shareholders | |
CONSIDERED UPDATES ON STRUCTURAL HEDGING STRATEGY & GROUP CORPORATE TREASURY’S REGULAR MANAGEMENT INFORMATION REPORT | |
Link to stakeholder groups: | |
Regulatory and Government | |
RECEIVED AN ANNUAL UPDATE ON PENSION SCHEME VALUATIONS | |
Link to stakeholder groups: | |
Customers | |
DISCUSSED GSR3 AND FOUR YEAR OPERATING PLAN | |
Link to strategic priorities: |
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REVIEWED AND APPROVED BASEL PILLAR 3 DISCLOSURES | |
Link to stakeholder groups: | |
Regulatory and Government | |
REVIEWED AND APPROVED ANNUAL REPORT AND FORM 20-F | |
Link to stakeholder groups: | |
Regulatory and Government; Shareholders |
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CORPORATE GOVERNANCE
REVIEWED AND APPROVED GROUP TREASURY PLAN 2020 |
Link to stakeholder groups:
Regulatory and Government |
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CONSIDERED AN UPDATE ON THE IMPLEMENTATION OF THE GROUP’S RING-FENCING MODEL |
Link to stakeholder groups:
Customers; Regulatory and Government |
DISCUSSED OUTCOME OF BOARD EFFECTIVENESS REVIEW AND AGREED ACTIONS ARISING FROM IT |
Link to stakeholder groups:
Shareholders |
DISCUSSED CHAIRMAN’S PERFORMANCE REVIEW |
Link to stakeholder groups:
Shareholders |
APPROVED AGM DOCUMENTATION AND RECEIVED UPDATE ON VOTING |
Link to stakeholder groups:
Shareholders |
REVIEWED AND APPROVED THE CORPORATE GOVERNANCE FRAMEWORK |
Link to stakeholder groups:
Shareholders |
REVIEWED AND APPROVED VARIOUS GROUP POLICIES INCLUDING THE SIGNING AUTHORITIES, AND BOARD AND GEC DEALING POLICY |
Link to stakeholder groups:
Colleagues; Regulatory and Government |
CONSIDERED UPDATED BOARD SKILLS MATRIX |
Link to stakeholder groups:
Shareholders |
CONSIDERED REVIEWS OF CHAIRMAN’S FEE (WITHOUT CHAIRMAN PRESENT) AND NON-EXECUTIVE DIRECTORS’ FEES (WITH NON-EXECUTIVE DIRECTORS ABSTAINING) |
REVIEWED AND APPROVED GOING CONCERN STATEMENT |
DISCUSSED UPDATE ON BANKING STANDARDS BOARD 2018 SURVEY |
Link to stakeholder groups:
Colleagues; Regulatory and Government |
APPROVED BOARD AND BOARD COMMITTEE APPOINTMENTS |
CONSIDERED BOARD, BOARD COMMITTEE AND EXECUTIVE SUCCESSION PLANS |
Link to stakeholder groups: Colleagues; Shareholders |
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CORPORATE GOVERNANCE
How the Board works continued
Governance in action
Q&A WITH SARA WELLER |
The
Group is
Sara Weller
Non-Executive Director and
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HOW DOES THE BOARD OVERSEE THE GROUP’S SUSTAINABILITY STRATEGY? Given the strategic importance of the Group’s sustainability ambitions, the Group’s governance structure provides clear oversight and ownership of the sustainability strategy. The Board of Directors as a whole is responsible for sustainability and has oversight via the Responsible Business Committee, a sub-committee of the Board, chaired by me and which includes the Chairman, Lord Blackwell, and Deputy Chairman, Anita Frew, as members. The Responsible Business Committee regularly reports to the Board to enable the Board to discuss pertinent issues as whole. Day to day accountability for sustainability rests with executive management, in particular the Group Chief Executive.
HOW IMPORTANT IS SUSTAINABILITY AND THE MANAGEMENT OF CLIMATE CHANGE RISK TO THE GROUP? Sustainability and climate change has become a pressing priority for the country and beyond. Over the past year the Group has been working, right across the business, on the best ways to respond to these challenges, and has developed a sustainability strategy which is committed to supporting the UK’s transition to a sustainable, low-carbon economy, and |
is fully aligned to the Paris Agreement and the UK’s commitment to a net zero future by 2050. From the Group’s position at the heart of the UK economy, the Group is committed to supporting the UK successfully to engage with the challenges and opportunities presented by climate change and the carbon economy. The Group has identified and will manage material sustainability related risks across the Group, disclosing these in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. The Group has created a detailed implementation plan for the TCFD and the PRA supervisory expectations related to climate change. The Group has appointed Senior Management Function positions responsible for Climate Change risk, covering the three main legal entities, for example, for Lloyds Bank and Bank of Scotland this is the Chief Risk Officer.
CAN YOU TELL US ABOUT YOUR PERSONAL HIGHLIGHTS IN 2019? There are so many matters on which great progress has been made in 2019. However, if I had to pick a couple of areas, I would choose highlights where colleagues have gone the extra mile and more to support individuals at the risk of disadvantage. Firstly the Group’s Digital Skills Academy, piloted in Manchester and now rolling out to other cities, starting with Bristol. Secondly, the Group’s work to provide support to Mental Health UK to allow them to set up the UK’s first Money and Mental Health Advice line. |
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CORPORATE GOVERNANCE
Q&A WITH STUART SINCLAIR
150 |
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CORPORATE GOVERNANCE
How the Board works continued
GROUP
STRUCTURE AND
From 1 January 2019 UK legislation requires large UK banks to separate personal banking services such as current and savings accounts from riskier activities, such as investment banking, in other parts of their business. This is called ring-fencing. The Group has established a Group structure and governance arrangements which are appropriate for the Group and meet the regulatory requirements. Lloyds Bank plc and Bank of Scotland plc are the banks, within the Group, which have been included within the ring-fence (together, the ‘Ring-Fenced Banks’). The governance structure focuses on ensuring:
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GROUP STRUCTURE
The subsidiaries of the Group are structured into the following sub-groups under Lloyds Banking Group plc providing effective governance for the business undertaken in each sub group:
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BOARD STRUCTURES
Since the Ring-Fenced Banks represent the core banking activity of the Group, all of the Directors of Lloyds Banking Group plc also sit on the Boards of the Ring-Fenced Banks, which are chaired by the Group Chairman. The ring-fencing governance structures have been operating since 1 January 2019. The Group Chief Executive is also Chief Executive of the Ring Fenced Banks. In addition, the Ring-Fenced Bank Boards have three additional independent Non-Executive Directors. These Ring-Fenced Bank only directors are independent of the management and the rest of the Group and play a critical role in the governance structure, with an enhanced role in managing any potential conflicts between the Ring-Fenced Banks and the Group. One of the Directors, Nigel Hinshelwood, acts as Senior Independent Director of the Ring-Fenced Banks and also chairs the cross-Group Information Technology and Cyber Security Advisory Forum.
Lloyds Bank Corporate Markets has its own Board as a separately constituted and regulated banking subsidiary, chaired by a Non-Executive Group Board Member – Lord Lupton – and with its own independent non-executive directors. Scottish Widows Group, which is regulated as an insurance group, similarly has its own Board with independent Non-Executive Directors, and is chaired by a Group Non-Executive Director – Nick Prettejohn. The Chief Executives and Functional Heads of these businesses have reporting lines to the Group executives, and the Group Board receives regular updates on their strategic development and performance. |
ANTÓNIO HORTA-OSÓRIO VISITS GLASGOW |
Group Chief Executive António Horta-Osório undertook a number of visits throughout the UK in 2019. During his regional visit to Glasgow in October 2019, António took the opportunity to spend time with Group teams and customers, including holding a town hall, a recognition dinner to celebrate colleagues and all they are doing to Help Britain Prosper and embody the Group’s values and a business breakfast with local Small and Medium-sized Enterprise and Corporate clients. Across the two days António heard directly from colleagues about their work and their successes, passion, drive and commitment to improve the business for the benefit of customers and the Group. Whilst meeting the Connect and Resolve teams in the Group’s Atlantic Quay building, António listened in to customer calls with the teams who support Schroders Personal Wealth and handle credit disputes. He also watched mobile messaging interactions with customers, seeing and hearing first-hand how |
the Group is meeting its customers’ needs through a range of channels and products. This experience was part of the Reconnecting with Customers pilot programme, launched in July 2019 to bring senior leaders across the Group closer to customers and customer-facing teams.
The Credit Disputes team shared with António the success it has had in improving the customer journey for credit card disputes. António was able to see the difference this transformation has made for customers by dialling into a live credit dispute call. |
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CORPORATE GOVERNANCE
Assessing the Board’s effectiveness
BOARD EVALUATION
HOW THE BOARD PERFORMS AND IS EVALUATED The annual evaluation, which is facilitated externally at least once every three years, provides an opportunity to consider ways of identifying greater efficiencies, maximising strengths and highlighting areas of further development to enable the Board continuously to improve its own performance and the performance of the Group.
The Chairman of the Board, with the support of the Nomination and Governance Committee, leads the Board in considering and responding to the annual review of the Board’s effectiveness, which includes a review of its Committees and individual Directors. Performance evaluation of the Chairman is carried out by the Non-Executive Directors, led by the Senior Independent Director, taking into
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account the views of the Executive Directors.
The Board is in the second year of its three year evaluation cycle. An external evaluation was conducted in 2018, facilitated by EgonZehnder¹, an external board review specialist, with an internal evaluation having been carried out in respect of 2019. The current expectation is that the 2020 evaluation will be conducted internally.
2019 EVALUATION OF THE BOARD’S PERFORMANCE The 2019 evaluation was conducted internally between October 2019 and January 2020 by the Company Secretary, and was overseen by the Nomination and Governance Committee.
The 2019 review sought the Directors’ views on a range of topics including: strategy; planning and performance; risk and control; Board composition and size; balance of skills,
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experience and knowledge; diversity; culture; how members work together, and with executive management, to achieve objectives; the Board’s calendar and agenda; the quality and timeliness of information; and support for Directors and Committees. The topics were selected by the Company Secretary and the Chairman of the Nomination and Governance Committee as being the most pertinent when considering the Board’s effectiveness.
If Directors have concerns about the Company or a proposed action which cannot be resolved, their concerns are recorded in the Board minutes. Also on resignation, Non-Executive Directors are encouraged to provide a written statement of any concerns to the Chairman, for circulation to the Board. No such concerns were raised in 2019 and up to the date of this report.
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INTERNAL EVALUATION PROCESS | ||||
OCTOBER 2019 Detailed questionnaire issued to all Directors by the Company Secretary
OCTOBER 2019 TO JANUARY 2020 Individual meetings held between each Director and the Company Secretary to discuss responses and opportunity for Directors to raise any other matters concerning the Board or its Committees.
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DECEMBER 2019 TO JANUARY 2020 Report prepared by the Company Secretary based on the questionnaire results and matters raised in individual meetings.
JANUARY 2020 Draft report discussed by the Company Secretary with the Chairman.
Final report discussed at a meeting of the Board, following its consideration by the Nomination and Governance Committee.
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APRIL 2020 Actions to be recommended to the Board by the Nomination and Governance Committee to reflect the Board discussion in January.
Subsequently the Board will consider the recommendations and agree an action plan.
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HIGHLIGHTS FROM THE 2019 REVIEW | ||||||
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The evaluation concluded that the performance of the Board, its Committees, the Chairman and each of the Directors continues to be effective. All Directors demonstrated commitment to their roles and contributed effectively. The Board is also regarded as very able, collegiate and well-run, with an open and supportive culture and strong governance relating to risks and controls.
The key findings and areas for consideration include the following: |
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1 | At the time of the 2018 review EgonZehnder provided certain Board and senior management level services from time to time, including in respect of succession planning as detailed on page 67 of the 2018 Annual Report and Accounts, otherwise EgonZehnder had no other connection with the Group. |
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How the Board works continued
PROGRESS AGAINST THE 2018 EXTERNAL BOARD EFFECTIVENESS REVIEW | ||||||
During the year, work focused particularly on the Board becoming more outwardly focused and ensuring that the Board agenda was less rooted in regulatory compliance and risk mitigation. A summary of the Board’s progress against the actions arising from the 2018 effectiveness review are set out below. | ||||||
Recommendations from the 2018 evaluation | Actions taken during 2019 | |||||
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LORD BLACKWELL’S VISIT TO BIRMINGHAM |
As part of his programme of regional visits, Lord Blackwell spent time in Birmingham in September. He met colleagues from Lloyds Bank and Halifax branches, as well as spending time with colleagues from Brindley Place.
Lord Blackwell took part in the branch team talk with colleagues from the Lloyds Bank Branch. Topics covered the Group’s joint venture with Schroders Personal Wealth, customer referrals and supporting local communities. There were questions for Lord Blackwell covering the economic environment, digital technology, the Group’s brands and its branch network.
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Lord Blackwell was joined all day on this visit by Kendall Akhurst, a colleague from Group Transformation. As a strong advocate for, and member of, the Group’s Access network, which supports colleagues with disabilities, Kendall was particularly interested in the visit to the Birmingham Disability Resource Centre (BDRC). The BDRC is one of the many charities the Group supports through its charitable Foundations and provides support for people with all kinds of disabilities. Lord Blackwell spent time hearing about the wide range of support BDRC has received from the Group and also from people who use the centre and their experience of the Journey to Work scheme, which aims to help people turn their lives around by building up their confidence and self-esteem to get back into work.
After the branch and charity visits, Lord Blackwell moved to Brindley Place where he hosted a recognition lunch for around 20 colleagues from Group Client Information Office and Commercial, discussing their successes and also what challenges they
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might be facing. He then spent time with teams from within those divisions and heard about work to investigate suspicious activity reports raised from branches, the cash management and payments model office, the automation journey for payments, including demonstrations of robotics and also how the Group is supporting business clients through their trade journey.
The visit continued with a Town Hall session for around 80 colleagues at which Lord Blackwell invited questions and answered a wide variety of questions covering topics such as resilience for colleagues and the Group, his own mentors and inspirations, the branch network, EU exit and leadership styles and skills.
The visit ended with a recognition dinner for 25 colleagues to celebrate how they have truly lived the Group’s values and what they have done to embody the Group’s purpose of Helping Britain Prosper.
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Internal control
BOARD RESPONSIBILITY
The Board is responsible for the Group’s risk management and internal control systems, which are designed to facilitate effective and efficient operations and to ensure the quality of internal and external reporting and compliance with applicable laws and regulations. The Directors and senior management are committed to maintaining a robust control framework as the foundation for the delivery of effective risk management. The Directors acknowledge their responsibilities in relation to the Group’s risk management and internal control systems and for reviewing their effectiveness.
In establishing and reviewing the risk management and internal control systems, the Directors carried out a robust assessment of the emerging and principal risks facing the company, including those that would threaten its business model, future performance, solvency or liquidity and reputation, the likelihood of a risk event occurring and the costs of control. The process for identification, evaluation and management of the emerging and principal risks faced by the Group is integrated into the Group’s overall framework for risk governance. The risk identification, evaluation and management process also identifies whether the controls in place result in an acceptable level of risk. At Group level, a consolidated risk report and risk appetite dashboard are reviewed and regularly debated by the Executive Group Risk Committee, Board Risk Committee and the Board to ensure that they are satisfied with the overall risk profile, risk accountabilities and
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mitigating actions. The report and dashboard provide a monthly view of the Group’s overall risk profile, key risks and management actions, together with performance against risk appetite and an assessment of emerging risks which could affect the Group’s performance over the life of the operating plan. Information regarding the main features of the internal control and risk management systems in relation to the financial reporting process is provided within risk management on pages 41 to 108. The Board concluded that the Group’s risk management arrangements are adequate to provide assurance that the risk management systems put in place are suitable with regard to the Group’s profile and strategy.
CONTROL EFFECTIVENESS REVIEW
An annual control effectiveness review (CER) is undertaken to evaluate the effectiveness of the Group’s control framework with regard to its material risks, and to ensure management actions are in place to address key gaps or weaknesses in the control framework. Business areas and head office functions assess the controls in place to address all material risk exposures across all risk types. The CER considers all material controls, including financial, operational and compliance controls. Senior management approve the CER findings which are reviewed and independently challenged by the Risk Division and Group Internal Audit and reported to the Board. Action plans are implemented to address any control deficiencies.
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REVIEWS BY THE BOARD
The effectiveness of the risk management and internal control systems is reviewed regularly by the Board and the Audit Committee, which also receives reports of reviews undertaken by the Risk Division and Group Internal Audit. The Audit Committee receives reports from the Company’s auditor, PricewaterhouseCoopers LLP (which include details of significant internal control matters that they have identified), and has a discussion with the auditor at least once a year without executives present, to ensure that there are no unresolved issues of concern.
The Group’s risk management and internal control systems are regularly reviewed by the Board and are consistent with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council and compliant with the requirements of CRD IV. They have been in place for the year under review and up to the date of the approval of the annual report. The Group has determined a pathway to compliance with BCBS 239 risk data aggregation and risk reporting requirements and continues to actively manage enhancements.
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LORD BLACKWELL AND NON-EXECUTIVE DIRECTOR VISITS TO CUSTOMER INSIGHT SESSIONS |
Lord Blackwell and a number of Non-Executive Directors attended multiple Customer Insight sessions during 2019.
The Group’s customers’ world is changing at pace so it is important to stay in touch with the reality of customers’ daily lives, their changing needs and priorities.
Customer insight sessions are held monthly in research labs and other locations across the
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country to hear directly from customers about their lives and what is important to them. The discussions cover topics such as life priorities and money management providing a rich insight into evolving needs, attitudes and behaviours.
This insight is a valuable input into understanding how customers’ lives are evolving to help develop the Group’s strategic direction.
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The Chairman and Non-Executive Directors were impressed by customers’ openness and willingness to share their views. The sessions they attended gave a deep insight into customers’ lives and needs and their ideas on how a bank can provide a leading customer experience. |
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Complying with the UK Corporate Governance Code 2018
The UK Corporate Governance Code 2018 (the ‘Code’) applied to the financial year ended 31 December 2019. The Group confirms that it applied the main principles and complied with all the provisions of the Code throughout the year except in relation to that part of provision 36 that provides that the remuneration committee should develop a formal policy for post-employment shareholding requirements encompassing both unvested and vested shares. Whilst the Remuneration Committee has not introduced a formal post-employment shareholding policy, the existing reward structure ensures that Executive Directors will continue to meet the Group’s shareholding requirements for a minimum of two years after leaving the Group. On this basis, the Group believes that it already complies with best practice and with the spirit of provision 36 notwithstanding the fact that a specific formal policy has not been introduced. Please refer to pages 119 and 127 for a more detailed explanation of the Group’s approach to post-employment shareholding requirements.
The Code is publicly available at www.frc.org.uk. This page and the following page explain how the Group has applied the principles and related provisions of the Code during the year. The alphabetical references in the paragraphs below correspond to the principles, and related provisions, of the Code.
The Group has adopted the UK Finance Code for Financial Reporting Disclosure and its 2019 financial statements have been prepared in compliance with its principles.
1. Board Leadership and Company Purpose |
Independent | Responsibilities | |
Chairman
Lord Blackwell |
Lord Blackwell leads the Board and promotes the highest standards of corporate governance. He leads in building an effective and complementary Board, and sets the Board’s agenda. The Chairman also leads Board succession planning and ensures effective communication with shareholders. | |
Executive Directors Group Chief Executive
António Horta-Osório |
António Horta-Osório manages and leads the Group on a day-to-day basis, making decisions on matters affecting the operation and performance of the Group’s business and the delivery of the Board’s approved strategy. He delegates aspects of his authority, as permitted under the Corporate Governance Framework, to other members of the Group Executive Committee. | |
Chief Financial Officer
William Chalmers1 |
Under the leadership of the Group Chief Executive, William Chalmers, who joined the Board during the year, and Juan Colombás make and implement decisions in all matters affecting operations, performance and strategy. They provide specialist knowledge and experience to the Board. Together with António Horta-Osório, William Chalmers and Juan Colombás design, develop and implement strategic plans and deal with day-to-day operations of the Group. | |
Chief Operating Officer
Juan Colombás |
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Non-Executive Directors
Deputy Chairman Anita Frew |
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As Deputy Chairman, Anita Frew supports the Chairman in representing the Board and acts as a spokesperson for the Group. She deputises for the Chairman and is available to the Board for consultation and advice. The Deputy Chairman may also represent the Group’s interests to official enquiries and review bodies. Having spent nine years on the Board, Anita will retire at the forthcoming AGM. Anita’s independence up to the point of her retirement is confirmed on page 156. |
Senior Independent Director
Alan Dickinson |
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As Senior Independent Director, Alan Dickinson is a sounding board for the Chairman and Group Chief Executive. He acts as a conduit for the views of other Non-Executive Directors and conducts the Chairman’s annual performance appraisal. He is available to help resolve shareholders’ concerns and attends meetings with major shareholders and financial analysts to understand issues and concerns. |
Simon Henry |
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The Non-Executive Directors challenge management constructively and help develop and set the Group’s strategy. They actively participate in Board decision-making and scrutinise management performance.
The Non-Executive Directors satisfy themselves on the integrity of financial information and review the Group’s risk exposures and controls. The Non-Executive Directors, through the Remuneration Committee, also determine the remuneration of Executive Directors.
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Sarah Legg2 |
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Lord Lupton |
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Amanda Mackenzie |
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Nick Prettejohn |
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Stuart Sinclair |
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Sara Weller |
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Group Company Secretary
Kate Cheetham |
Kate Cheetham was appointed Group Company Secretary during the course of the year, and in this role advises the Board on matters relating to governance, ensuring good information flows and comprehensive practical support is provided to Directors. She maintains the Group’s Corporate Governance Framework and organises Directors’ induction and training. The Company Secretary also communicates with shareholders as appropriate and ensures due regard is paid to their interests. Both the appointment and removal of the Group Company Secretary is a matter for the Board as a whole. |
1 | William Chalmers joined the Board with effect from 1 August 2019. |
2 | Sarah Legg joined the Board with effect from 1 December 2019. |
A. The Group is led by an effective, committed Board, which is collectively responsible for the long-term, sustainable success of the Group, ensuring due regard is paid to the interests of the Group’s stakeholders, with its effectiveness assessed with an annual Board effectiveness review, discussed further on page 152 to 153. The Group’s Corporate Governance Framework, which is reviewed annually by the Board, sets out the key decisions and matters reserved for the Board’s approval, which includes matters relating to the Group’s long-term strategy and priorities. Further details of the Corporate Governance Framework can be found online at www.lloydsbankinggroup.com/our-group/corporate-governance, and on page 146.
B. The Board assumes responsibility for establishing the purpose of the Company, setting its strategy, establishing its culture, and determining the values to be observed in achieving that strategy. Central to this is the Company’s role as a trusted and responsible business, with the Board’s Responsible Business Committee overseeing the Group’s ambitions in this regard. The Group’s approach to acting as a responsible business is discussed in the report of the Responsible Business Committee on page 168.
C. The Board retains ultimate responsibility for ensuring adequate resource is available to meet agreed objectives and strategy, and ensures such resources are responsibly and effectively deployed. The effective management of risk is central to the Company’s strategy, supported by the Group’s enterprise risk management framework, as discussed in the risk management report on pages 41 to 108.
D. The Board recognises that engaging with and acting on the needs of the Group’s stakeholders is key to achieving the strategy and long-term objectives of the Company.
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E. All policy and practice relating to Group colleagues is developed and implemented in a way which is consistent with the Group’s purpose and values, with the Board receiving regular updates on matters relevant to colleagues. The Board has appointed Anita Frew as its whistleblowing champion, with responsibility for overseeing the integrity, independence and effectiveness of the Group’s whistleblowing procedures. In addition, the Audit Committee reviews reports on whistleblowing to ensure there are arrangements in place which colleagues can use in confidence to report relevant concerns, as discussed on page 163 and reports on such review to the Board.
2. Division of Responsibilities |
F. The Chairman has overall responsibility for the leadership of the Board and for ensuring its effectiveness in all aspects of its operation. The responsibilities of the Chairman in this regard are formalised within the Corporate Governance Framework. Lord Blackwell was independent on appointment.
G. The balance of skills, experience, independence and knowledge on the Board is the responsibility of the Nomination and Governance Committee, and is reviewed annually or whenever appointments are considered. Having the right balance of skills and experience helps to ensure Directors discharge their duties effectively. The Nomination and Governance Committee monitors whether there are any relationships or circumstances which may affect a Director’s independence. Following the most recent review of independence, the Committee concluded that all Non-Executive Directors are independent in character and judgement, as shown on page 157. As of 1 December 2019, Anita Frew had spent 9 years on the Board and will retire at the AGM in May. In relation to the period from 1 December 2019, being the ninth anniversary of Anita’s appointment to the Board, to her retirement at the AGM in May, the Board considered and agreed that the period beyond nine years as a director did not impact on Anita’s level of independence or the effectiveness of her contributions and her continuing treatment as an independent Non-Executive Director of the Company for that period. The decision was based on a number of factors including consideration of Anita’s interests outside the Group and the continued challenge and oversight Anita provides in the role, whilst noting the benefits of enabling the phased transition of responsibilities to other Non-Executive Directors during this short period. More information on the annual Board effectiveness review can be found on pages 152 to 153 and information on the Board Diversity Policy can be found on page 158.
H. Non-Executive Directors are advised of time commitments prior to their appointment and are required to devote such time as is necessary to discharge their duties effectively. The time commitments of the Directors are considered by the Board on appointment and annually thereafter, and, following the most recent review, the Board is satisfied there are no directors whose time commitments are considered to be a matter for concern. External appointments, which may affect existing time commitments relevant to the Board, must be agreed with the Chairman, and prior Board approval must be obtained before taking on any new external appointments. The Board has not approved any significant external commitments during 2019. No Executive Director has taken up more than one Non-Executive Director role at a FTSE100 company or taken up the chairmanship of such a company. More information on Directors’ attendance at meetings can be found on page 145.
I. The Chairman, supported by the Group Company Secretary, ensures that Board members receive appropriate and timely information. The Group provides access, at its expense, to the services of independent professional advisers in order to assist Directors in their role. Board Committees are also provided with sufficient resources to discharge their duties.
3. Composition, Succession and Evaluation |
J. The process for Board appointments is led by the Nomination and Governance Committee, which makes recommendations to the Board. A combination of open advertising and an external search consultancy is used for the appointment of the Chairman and Non-Executive Directors. More details about succession planning can be found on page 157 and 159. More information about the work of the Nomination and Governance Committee can be found on pages 157 to 159.
K. The Chairman leads the training and development of Directors and the Board regularly reviews and agrees with each Director their individual and combined training and development needs. The Chairman personally ensures that on appointment each Director receives a full, formal and tailored induction. The emphasis is on ensuring the induction brings the business and its issues alive, taking account of the specific role
the Director has been appointed to fulfil and their skills and experience to date. Directors who take on or change roles during the year attend induction meetings in respect of those new roles. The Group Company Secretary maintains a training and development log for each Director.
At the 2020 AGM all Directors will seek re-election or election save for Anita Frew, who will be stepping down at the 2020 AGM. Being the first AGM since their respective appointments, William Chalmers and Sarah Legg will stand for election, together with Catherine Woods, who, as announced in October 2019, will join the Board on 1 March 2020. The Board believes that all Directors continue to be effective and committed to their roles.
L. An internally facilitated Board evaluation was completed in 2019, with an externally facilitated evaluation having taken place in 2018. Individual evaluation is carried out by the Chairman on behalf of the Board. Performance evaluation of the Chairman is carried out by the Non-Executive Directors, led by the Senior Independent Director, taking into account the views of the Executive Directors. More information on the Board effectiveness review can be found on pages 152 to 153, along with the findings, actions, and progress made during the year.
4. Audit, Risk and Internal Control |
M. The Board has delegated a number of responsibilities to the Audit Committee, including oversight of financial reporting processes, the effectiveness of internal controls and the risk management framework, whistleblowing arrangements and the work undertaken by the external and internal auditors. The Audit Committee reports regularly to the Board on its activities, and its report for 2019, confirming how it has discharged its duties can be found on pages 160 to 163.
N. Requirements that the Annual Report is fair, balanced and understandable are considered throughout the drafting and reviewing process and the Board has concluded that the 2019 Annual Report meets this requirement. Related information on the Company’s business model and strategy can be found on pages 4 to 14.
O. The Board is responsible for the Group’s risk management and internal controls systems, including the determination of the nature and extent of risk the Company is willing to take. Risk is further managed through the Board approved Risk Control Framework, as discussed in the risk management report on pages 41 to 108. The Audit Committee assumes further responsibility for the effectiveness of internal controls, with the Board Risk Committee assuming responsibility for the review of the risk culture of the Group, ensuring the correct ‘tone from the top’ in respect of risk management.
5. Remuneration |
P. The Group is committed to offering all colleagues a reward package that is competitive, performance-driven and fair and its Remuneration Policy is designed to promote the long-term and sustainable success of the Company. Compensation on pages 117 to 142 provides further details regarding the remuneration of Directors. The current Remuneration Policy can be found in the 2016 Annual Report and Accounts and remains unchanged since last approved by shareholders at the 2017 AGM. A new Remuneration Policy will be proposed for approval by shareholders at the 2020 AGM.
Q. The Remuneration Committee seeks to ensure all remuneration policy, including that relevant to executive remuneration, is fair and transparent. The work of the Remuneration Committee during the year, including its review of the Remuneration Policy, is discussed further in its report on page 133.
R. The Remuneration Policy seeks to ensure all remuneration decisions made by Directors fully consider the wider circumstances as relevant to that decision, including, but not limited to, individual performance. The Remuneration Committee’s decision making in respect of remuneration outcomes is discussed further in Compensation on pages 117 to 142 which includes additional confirmation of the use of remuneration consultants, including where any such consultant has another connection to the Company.
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Nomination and Governance Committee report
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Good succession planning and recognition of diversity is integral to maintaining a strong Board and supporting the development of the Executive population.
Lord Blackwell Chairman, Nomination and Governance Committee |
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DEAR SHAREHOLDER
I am pleased to report on the activity of the Nomination and Governance Committee (the ‘Committee’) during 2019.
BOARD AND GEC CHANGES
As set out in my introduction to the Governance Report on page 144 there have been a number of changes to the Board and its Committees during the year, all of which have been overseen by the Committee.
During the year, the Committee undertook a thorough process to identify and assess candidates which resulted in the appointment of two new Group Non-Executive Directors: Sarah Legg was appointed to the Board on 1 December 2019 and Catherine Woods will join the Board on 1 March 2020. While selected on the basis of their strong banking experience and skills, these two appointments help meet the Group’s continuing commitment to gender diversity. Sarah’s appointment also supports our objective of BAME diversity. Details of the selection process can be found on page 159.
The Committee oversaw the planned transition of the Senior Independent Director role from Anita Frew to Alan Dickinson with effect from 1 December 2019, ahead of Anita’s planned retirement from the Board at the forthcoming AGM when Alan will also succeed her as Deputy Chairman. Alan’s breadth and depth of experience make him ideally suited to the role of Deputy Chairman and Senior Independent Director.
Following the Group’s announcement in February 2019, William Chalmers joined the Board on 1 August 2019 as an Executive Director and Chief Finance Officer, succeeding George Culmer. As announced in October 2019, Juan Colombás plans to retire from the Group in July 2020, and I plan to retire as Group Chairman at or before the AGM in 2021, by which time I will have served 9 years on the Group Board. The Committee has initiated a search process for my successor under the leadership of the Senior Independent Director.
A number of changes have also been made to the membership of Board Committees during the year, reflecting Board changes and the ongoing review of Committee membership. |
SUCCESSION PLANNING
As can be seen from these changes, the Committee continued to focus on succession planning at both a Board and Executive level, building on work undertaken in previous years.
The Committee continues to keep under review, on an ongoing basis, the structure, size and composition of the Board and its Committees, making recommendations to the Board as appropriate. Consideration was given to anticipated retirements from the Group Board over the next two years, together with the need to ensure the appropriate mix of knowledge, skills and experience, and diversity.
At an Executive level, the Committee considered the overall health of the Executive talent pipeline, together with detailed Executive succession planning aimed at supporting the development of executives for the Bank of the Future. Further detail on succession planning can be found on page 159.
BOARD EFFECTIVENESS AND TRAINING
As highlighted in my introduction to the Governance Report on page 144, an internal Board effectiveness review, undertaken by the Company Secretary, was overseen by the Committee. The Committee also considered, and recommended to the Board, actions arising from the previous externally facilitated review undertaken by Egon Zehnder. Full details are provided on pages 152 to 153.
Annually, as part of the Board effectiveness review, the Committee also undertakes a review of its own effectiveness. The findings of this review, which were considered by the Committee at its meeting in January 2020, found that the Committee had met its key objectives and carried out its responsibilities effectively.
The Committee also oversees training undertaken by the Non-Executive Directors. Learning and engagement opportunities have been undertaken by all Non-Executive Directors in relation to material aspects of the Group’s business. |
INDEPENDENCE AND TIME COMMITMENTS
Based on its assessment for 2019, the Committee is satisfied that, throughout the year, all Non-Executive Directors remained independent1 as to both character and judgement. The Committee, and the Board gave specific consideration to Anita Frew’s continuing independence as detailed on page 156.
In recommending Directors for re-election, the Committee reviews the performance of each Non-Executive Director and their ability to continue meeting the time commitments required, taking into consideration individual capabilities, skills and experiences and any relationships that have been disclosed. All Directors were considered to have appropriate roles.
THE GROUP’S CORPORATE GOVERNANCE FRAMEWORK
The annual review of the Corporate Governance Framework was undertaken during the year with the inclusion of further enhancements to the ring-fenced banking governance arrangements which came into effect on 1 January 2019, together with various other minor amendments, and updates to committee terms of reference.
As part of its broader governance responsibilities, the Committee also considered regular updates on developments in corporate governance, including the initiation of HM Treasury’s review of the financial services regulatory framework, provided ongoing oversight of the embedding of the ring-fenced banks’ governance structure and considered correspondence with shareholders.
UK CORPORATE GOVERNANCE CODE
As highlighted in last year’s report and referred to in the Governance Report, the Financial Reporting Council’s amended UK Corporate Governance Code (the ‘Code’), came into effect from 1 January 2019, with requirements relating to the annual report applicable to the report and accounts for the year ended 31 December 2019. The Group applied the Code. The Group’s statement of |
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1 | The Chairman was independent on appointment in accordance with the Code. Following the Financial Reporting Council’s Guidance on Board Effectiveness, the Chairman is not subject to the Code’s independence test, other than on appointment. |
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compliance with the Code and a summary of the requirements of the Code can be found on pages 155 and 156.
COMMITTEE PURPOSE AND RESPONSIBILITIES
The purpose of the Committee is to keep the Board’s governance, composition, skills, experience, knowledge, independence and succession arrangements under review and to make appropriate recommendations to the Board to ensure the Company’s arrangements are consistent with the highest corporate governance standards.
The Committee reports to the Board on how it discharges its responsibilities and makes recommendations to the Board, all of which have been accepted during the year. The Committee’s terms of reference can be found at www.lloydsbankinggroup.com/our-group/corporate-governance.
COMMITTEE COMPOSITION, SKILLS AND EXPERIENCE
To ensure a broad representation of experienced and independent Directors, membership of the Committee comprises the Chairman, Deputy Chairman, the Chairman of the Board Risk Committee (and Senior Independent Director since December 2019), the Chairman of the Group’s Insurance Subsidiary, and the Chairman of the Responsible Business Committee. In addition, as announced on 25 November 2019, Stuart Sinclair, Chairman of the Remuneration Committee, was appointed as a member of the Committee with effect from 1 December 2019.
The Group Chief Executive attends meetings as appropriate. Details of Committee memberships and meeting attendance can be found on page 145.
Lord Blackwell
Chairman, Nomination and
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THE BOARD DIVERSITY POLICY
The Board Diversity Policy (the ‘Policy’) sets out the Board of Lloyds Banking Group’s approach to diversity and provides a high level indication of the Board’s approach to diversity in senior management roles which is governed in greater detail through the Group’s policies. The Board places great emphasis on ensuring that its membership reflects diversity in its broadest sense. Consideration is given to the combination of demographics, skills, experience, race, age, gender, educational and professional background and other relevant personal attributes on the Board to provide the range of perspectives, insights and challenge needed to support good decision making.
New appointments are made on merit, taking account of the specific skills and experience, independence and knowledge needed to ensure a rounded Board and the diversity benefits each candidate can bring to the overall Board composition.
As part of the decision to appoint Sarah Legg and Catherine Woods to the Board, diversity was considered in its broadest sense. These appointments bring strong banking and asset management experience to the Group.
Objectives for achieving Board diversity may be set on a regular basis. In April (and then again in January 2020) the Board considered and approved updates to aspirations set out in the Board Diversity Policy relating to gender diversity and the number of senior roles held by Black, Asian and Minority Ethnic (BAME) executives.
On gender diversity the Board is committed to maintaining at least 3 female Board members and over time will expect female representation on the Board to match the 40 per cent target that the Group has set for senior executives. Reflecting these aspirations, the Board will aim to meet the Hampton-Alexander objective of 33 per cent female representation by, or as soon as possible after, the target date of 2020.
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Female representation on the Board is currently 31 per cent (based on four female Directors and nine male Directors).
The Group also set a target of 8 per cent of senior roles to be held by BAME executives by 2020. At Board level , the Group aims to meet the objectives of the Parker review for at least one BAME Board member by, or as soon as possible after, the target date of 2021. The appointment of Sarah Legg in 2019 supports this objective.
As noted, the Board places high emphasis on ensuring the development of diversity in senior management roles within the Group and supports and oversees the Group’s objectives of achieving 40 per cent of senior roles held by female executives by 2020, and of 8 per cent of senior roles being held by BAME executives by 2020. This is underpinned by a range of policies within the Group to help provide mentoring and development opportunities for female and BAME executives and to ensure unbiased career progression opportunities. Progress on this objective is monitored by the Board and built into its assessment of executive performance. As at 31 December 2019, female representation within senior management and their direct reports was 31.1 per cent in total (29.4 per cent and 31.3 per cent respectively). Female representation across all senior roles was 36.8 per cent, and BAME representation in senior roles was 6.7 per cent.
A copy of the Policy is available on the Group’s website at www. lloydsbankinggroup.com/our-group/responsible-business |
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Nomination and Governance Committee report continued
SUCCESSION PLANNING |
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Effective succession planning contributes to the delivery of the Group’s strategy by ensuring the desired mix of skills and experience of Board members now and in the future. The Board is also committed to recognising and nurturing talent within the executive and management levels across the Group to ensure the Group creates opportunities to develop current and future leaders.
The role of succession planning in promoting diversity is recognised and the Group has a range of policies which promote the engagement of underrepresented groups within the business in order to build a diverse talent pipeline.
The Committee supports the Chairman in keeping the composition of the Board and its Committees under regular review and |
in leading the appointment process for nominations to the Board. This has been a particular area of focus during 2019, with a number of changes to Board Committee membership, and the appointment of two new Non-Executive Directors, discussed further below.
Central to this is an ongoing assessment, led by the Chairman, of the collective Board’s technical and governance skill set. From this the Chairman creates a Board skills matrix which is used to track the Board’s strengths and identify any gaps in the desired collective skills profile of Board. Various factors are taken into consideration such as the Group’s future strategic direction, and helping ensure due weight is given to diversity in its broadest sense. The skills matrix was considered in the appointment of Sarah Legg and Catherine Woods and |
the appointment of Alan Dickinson as Senior Independent Director and, in due course, also as Deputy Chairman.
Outcomes of the annual Board evaluation process are also taken into consideration.
During the year, the Committee also considered the adequacy of succession arrangements for key senior management roles, also taking into consideration the changing opportunities as the shape of the Group continues to evolve through delivery of the Group’s strategy. The Chairman is responsible for developing and maintaining a succession plan for the Group Chief Executive who is, in turn, primarily responsible for developing and maintaining succession plans for key leadership positions in the senior executive team. |
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APPOINTMENT PROCESS - ASSESSMENT OF NEW NON-EXECUTIVE DIRECTORS | ||||||
Outcome | Key considerations | |||||
During the year the Committee led the search process for, and appointment of, new Non-Executive Directors which culminated in the appointment of Sarah Legg, who joined the Board on 1 December, and Catherine Woods who will join the Board on 1 March 2020. | In establishing criteria for the new appointments, the Committee considered a number of factors including the collective Board’s technical and governance skill set, anticipated retirements in 2020 and 2021 based on current FRC Code guidance, and support for the Group’s diversity objectives. | |||||
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The Committee considered a number of search firms before appointing Heidrick & Struggles1 to assist with the identification of potential candidates based on the Board’s criteria. | The Committee were provided with a list of potential candidates for consideration, from which a short list was identified. | Interviews were then held between the candidates, the Chairman and the Senior Independent Director. | Further meetings for selected candidates were held with other members of the Board. | After further consideration, the Committee recommended to the Board the appointment of the preferred candidates. | The Board formally approved the appointments, subject to any remaining checks and approvals required. |
1 | Aside from assisting with senior recruitment Heidrick & Struggles have no other connection to the Company, or individual Directors. |
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The Committee has
Simon Henry Chairman, Audit Committee
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DEAR SHAREHOLDER |
transition in January 2021 to Deloitte LLP as the Group’s external auditor.
The Committee also expects to review ongoing developments in the Group’s approach to climate change reporting, as this area continues to develop. The Committee will also consider the developments in Corporate Governance, external audit practice, and regulation of this industry, arising from reviews by Sir Donald Brydon and others. The Committee has already given initial consideration to the matters these reviews have raised, and will continue to contribute to the ongoing consultation processes.
Simon Henry Chairman, Audit Committee
COMMITTEE PURPOSE AND RESPONSIBILITIES
The purpose of the Committee is to monitor and review the Group’s financial and narrative reporting arrangements, the effectiveness of the internal controls (including over financial reporting) and the risk management framework, whistleblowing arrangements and each of the internal and external audit processes, including the statutory audit of the consolidated financial statements and the independence of the statutory auditor.
The Committee reports to the Board on how it discharges its responsibilities and makes recommendations to the Board, all of which have been accepted during the year. A full list of responsibilities is detailed in the Committee’s terms of reference, which can be found at www.lloydsbankinggroup.com/our-group/corporate-governance. In satisfying its purpose, the Committee undertakes the functions detailed within Disclosure Guidance and Transparency Rule 7.1.3R.
During the year the Committee considered a number of issues relating to the Group’s financial reporting. These issues are summarised on the following pages, including discussion of the conclusions the Committee reached, and the key factors considered in reaching conclusions, including a continuing focus on the judgements and assumptions used by management in its models. In addition, the Committee considered a number of other issues not related directly to financial reporting, including internal controls, internal audit and external audit. These issues are also discussed in detail in the next section, including insight
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into the key factors considered by the Committee in reaching its conclusion.
COMMITTEE COMPOSITION, SKILLS, EXPERIENCE AND OPERATION
The Committee acts independently of the executive to ensure the interests of the shareholders are properly protected in relation to financial reporting and internal control.
All members of the Committee are independent Non-Executive Directors with competence in the financial sector and their biographies can be found on pages 113 to 116.
Simon Henry is a Chartered Global Management Accountant and has extensive knowledge of financial markets, treasury, risk management and international accounting standards. He is a member having recent and relevant financial experience for the purposes of the UK Corporate Governance Code and is the Audit Committee financial expert for SEC purposes.
During the course of the year, the Committee held separate sessions with the internal and external audit teams, without members of the executive management present. For details of how the Committee was run, see page 146.
Annually the Committee undertakes an effectiveness review. The review forms part of the Board evaluation process with Directors being asked to complete parts of the questionnaire relating to the Committees of which they were members. The findings of the review were considered by the Committee at its January 2020 meeting. On the basis of the evaluation the feedback was that the performance of the Committee continues to be effective.
Whilst the Committee’s membership comprises the Non-Executive Directors noted on page 145, all Non-Executive Directors may attend meetings as agreed with the Chairman of the Committee. The Group Financial Controller, Chief Internal Auditor, the external auditor, the Group Chief Executive, the Chief Financial Officer, the Chief Risk Officer and the Chief Operating Officer also attend meetings as appropriate. Details of Committee membership and meeting attendance can be found on page 145. |
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I am pleased to report on how the Group Audit Committee (the ‘Committee’) has discharged its responsibilities throughout 2019.
The Committee has continued to focus on the issues relevant to the Group’s financial reporting, including consideration of key accounting judgements, and ensuring the integrity of financial reporting and related disclosures. The Committee has also spent a significant proportion of its time considering other related areas, including monitoring of the Group’s internal control framework, to ensure it remains effective and fit for purpose. The key sources of information here remain the company’s Financial Controllership, the Risk function, Internal Audit and External Audit. The Committee is hence receiving multiple, independent and objective reports, in support of assurance provided.
Assessing the final provisioning for the costs relating to Payment Protection Insurance redress has remained a significant area of judgement in the Group’s financial reporting, with the Committee continuing to challenge management’s assumptions used to calculate the Group’s provision.
Reports from management were considered on the ongoing application of IFRS 9, including challenge of management judgements underpinning credit impairment provisions. The Committee also oversaw the successful implementation of IFRS 16, which was adopted by the Group on 1 January 2019, and received updates from the project to implement IFRS 17, which is expected to be effective for the 2022 financial year.
The potential for economic uncertainty arising from the exit of the UK from the European Union was considered in particular in respect of any potential impact on the Group’s credit impairment provision.
The Committee continued to oversee the role of Group Internal Audit, with particular focus on the key risk themes across the Group, including the transformation programmes, which continue to play an increasingly important role in the Group’s strategy.
The Committee also oversaw the establishment of a sub-committee to consider improvements in the Group’s whistleblowing arrangements.
Looking ahead to 2020, beyond continued focus on financial reporting and related controls, the Committee will oversee the
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FINANCIAL REPORTING
During the year, the Committee considered the following issues in relation to the Group’s financial statements and disclosures, with input from management, Risk Division, Group Internal Audit and the external auditor
ACTIVITIES FOR THE YEAR | |||||||
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Management judgement is used to determine the assumptions used to calculate the Group’s PPI provision. Following the deadline for submission of claims in August 2019, the principal year-end assumptions used in the calculation are the extent to which customer enquiries convert to valid complaints, are then upheld, the average redress to be paid and expected future administration costs.
During 2019, the Group made provisions totalling £2,450 million in respect of PPI. |
The Committee reviewed management’s assumptions used to calculate the Group’s provision for PPI redress and associated administration costs. The overall cost remains uncertain and the Committee considered management’s use of sensitivities used to evaluate this uncertainty.
The Committee concluded that the provision for PPI redress and the Group’s external disclosures were appropriate. The disclosures relating to PPI are set out in note 38: ‘Other provisions’ of the financial statements.
The Committee’s consideration of PPI is discussed further on page 162. |
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There were relatively few new conduct matters in 2019. The Group made provisions totalling £445 million in respect of other conduct matters, including £188 million for costs of identifying and rectifying certain arrears management fees and activities. | The Committee has considered management’s assessment of the provisions required for other conduct matters and was satisfied that the provisions were appropriate. The disclosures relating to other conduct provisions are set out in note 38: ‘Other provisions’ of the financial statements. | |||||
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The Group’s impairment provision is dependent on management’s judgements on matters such as future interest rates, house prices and unemployment rates, as well as its assessment of a customer’s current financial position and whether it has suffered a significant increase in credit risk.
The allowance for impairment losses on loans and advances to customers at 31 December 2019 was £3,259 million (2018: £3,150 million). |
During the year, the Committee has challenged both the level of provision held by the Group, and the judgements and estimates used to calculate the provision. It regularly reviewed management’s analysis of the Group’s lending portfolios. As part of each of its reviews, the Committee considered management’s assessment of the potential impact of the UK leaving the European Union. The Committee has also considered the disclosure recommendations published by The Taskforce on Disclosures about Expected Credit Losses in December 2019.
The Committee was satisfied that the impairment provisions and associated disclosures were appropriate. The disclosures relating to impairment provisions are set out in note 20: ‘Allowance for impairment losses’ and note 53: ‘Financial risk management’ of the financial statements. |
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The value of the Group’s defined benefit pension plan obligations is determined by making financial and demographic assumptions, both of which are significant estimates made by management. |
The Committee reviewed the process used by management to determine an appropriate discount rate and considered the other critical assumptions underlying the calculation of the defined benefit liabilities, including those in respect of inflation and mortality.
The Committee was satisfied that management had used appropriate assumptions that reflected the Group’s most recent experience and were consistent with market data and other information.
The Committee was also satisfied that the Group’s disclosures made in respect of retirement benefit obligations are appropriate. The relevant disclosures are set out in note 36: ‘Retirement benefit obligations’ of the financial statements. The defined benefit obligation at 31 December 2019 was £45,241 million (31 December 2018: £41,092 million). |
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A deferred tax asset can be recognised only to the extent that it is more likely than not to be recoverable. The recoverability of the deferred tax asset in respect of carry forward losses requires consideration of the future levels of the Group’s taxable profit and the legal entities in which the profit will arise. |
The Committee considered management’s assessment of forecast taxable profits based on the Group’s operating plan, the split of these forecasts by legal entity and the Group’s long-term financial and strategic plans.
The Committee agreed with management’s judgement that the deferred tax assets were appropriately supported by forecast taxable profits, taking into account the Group’s long-term financial and strategic plans. The disclosures relating to deferred tax are set out in note 37: ‘Deferred tax’ of the financial statements. The Group’s net deferred tax asset at 31 December 2019 was £2,622 million (31 December 2018: £2,453 million). |
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The Group has open tax matters which require it to make judgements about the most likely outcome for the purposes of calculating its tax position. |
The Committee reviewed management’s assessment of the Group’s uncertain tax positions which took into account the views of the relevant tax authorities and any external advice it received.
The Committee was satisfied that the provisions and disclosures made in respect of uncertain tax positions were appropriate. The relevant disclosures are set out in note 48: ‘Contingent liabilities, commitments and guarantees’ of the financial statements. |
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Determining the value of the VIF asset and insurance liabilities requires management to make significant estimates for both economic and non-economic actuarial assumptions. |
The Committee considered updates from management and from the Group’s Insurance Audit Committee summarising its activities, which included a review of the economic and non-economic assumptions made by management to determine the Group’s VIF asset and insurance liabilities. The most significant assumptions were in respect of annuitant mortality, workplace pension persistency and expenses.
The Committee was satisfied that the assumptions used to calculate the VIF asset (2019: £5,558 million; 2018: £4,762 million) and liabilities arising from insurance contracts and participating investment contracts (2019: £111,449 million; 2018: £98,874 million) were appropriate. The disclosures are set out in note 25: ‘Value of in-force business’ and note 32: ‘Liabilities arising from insurance contracts and participating investment contracts’ of the financial statements. |
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Determining the appropriate accounting for certain one- off transactions requires management to assess the facts and circumstances specific to each transaction. |
During 2019, the Group entered into a wealth management partnership with Schroders plc. This involved the Group retaining a 50.1 per cent ownership interest in an entity into which it transferred assets under management and associated advisers from its existing business. Determining the appropriate accounting classification of the new activities required management judgement. The Committee reviewed the accounting proposed by management which determined that the entity should be accounted for as a joint venture and was satisfied that this was appropriate.
The relevant disclosures are set out in note 23 of the financial statements. |
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The Committee has discussed the requirement of IFRS 16 which the Group adopted on 1 January 2019. | The Committee noted that the principal impact of the standard on the Group was to recognise property leases ‘on-balance sheet’ rather than as operating leases. The Committee was satisfied that the disclosures made in respect of IFRS 16 in the Group’s financial statements were appropriate. | |||||
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IFRS 17 Insurance Contracts is expected to be effective for the year ending 31 December 2022. | The Committee received an update on the Group’s IFRS 17 implementation project, which noted that, whilst the effective date of the standard is expected to be deferred, the Group will broadly maintain its existing timetable for elements of the programme that will improve processes. The Committee also noted the progress made to date on the IT development and actuarial models. The Committee was satisfied with the Group’s progress and its disclosure included in note 56 to the financial statements setting out the impact of accounting standards that were not effective for the Group at 31 December 2019. | |||||
PAYMENT PROTECTION INSURANCE
The Group increased its provision for payment protection insurance (PPI) redress and associated administration costs by £2,450 million in the year ended 31 December 2019, bringing the total amount provided to £21,875 million. As in previous years, the Committee has reviewed management’s assumptions used to calculate the Group’s provision.
In the lead up to the 29 August 2019 deadline for the submission of claims (the Industry Deadline), the Group received a significant number of PPI Information Requests (PIRs). Management determined that the rate at which these enquiries convert to valid claims was a significant judgement in 2019, with the quality of PIRs deteriorating as the Industry Deadline approached.
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The Committee reviewed management’s assessment that the quality of the PIRs received in the period leading up to the deadline was low, with about one in ten PIRs leading to a valid claim, and its calculation that an additional provision of £1,800 million was required in the third quarter. At the year end, the Committee reviewed management’s assessment that, based on actual experience in the fourth quarter of 2019, no further provision was required.
The overall cost associated with PPI remains uncertain and the Committee has considered management’s use of sensitivities used to evaluate this uncertainty. At 31 December 2019, for every one per cent increase in the PIR conversion rate on the stock at the Industry Deadline, the Group would expect an additional charge of approximately £100 million.
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OTHER SIGNIFICANT ISSUES
The following matters were also considered by the Committee:
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Full details of the internal control and risk management systems in relation to the financial reporting process are given within the risk management section on pages 41 to 108. Specific related matters that the Committee considered for the year included:
The Committee was satisfied that internal controls over financial reporting were appropriately designed and operating effectively.
RISK WEIGHTED ASSETS
The Committee asked management to prepare a summary of the Group’s end-to-end processes to calculate its risk-weighted assets, highlighting those areas that require management judgement and interpretation. Whilst no issues were identified, it was agreed further internal assurance work would be undertaken. The Committee also asked that a programme of targeted external assurance reviews be carried out; it will review the findings from both the internal and external reviews in 2020.
CLIMATE-RELATED FINANCIAL DISCLOSURE
The Committee has received updates on the Group’s plans to develop disclosures implementing the Taskforce on Climate-Related Financial Disclosure recommendations by 2022 and the Group’s proposed current year Annual Report disclosure. Climate change disclosure will remain an area of focus for the Committee and it will continue to monitor its development during the coming year.
Q1 AND Q3 INTERIM MANAGEMENT STATEMENTS (‘IMS’)
The Committee considered the processes and format of the Company’s IMS reporting and concluded that improvements could be made, which resulted in simplification of IMS reporting in Q1 and Q3 for 2019.
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GROUP INTERNAL AUDIT
In monitoring the activity, role and effectiveness of the internal audit function and their audit programme the Committee:
SPEAK UP (THE GROUP’S WHISTLEBLOWING SERVICE)
The Committee received and considered reports from management on the Group’s whistleblowing arrangements. The Committee reviewed the reports to ensure there are arrangements in place which colleagues can use in confidence to report concerns about inappropriate and unacceptable practices, and that there is proportionate and independent investigation of such matters or appropriate follow up. The Committee reported on its consideration of whistleblowing arrangements to the Board. The Committee also established an interim sub-committee to consider whistleblowing cases where allegations relate to Material Risk Takers or Senior Managers, and to oversee improvements being made to the Group’s whistleblowing arrangements.
AUDITOR INDEPENDENCE AND REMUNERATION
Both the Board and the external auditor have policies and procedures designed to protect the independence and objectivity of the external auditor. The Committee has received confirmation from Deloitte, the incoming auditor from 2021, that it is independent of the Group as at 1 January 2020. This will permit Deloitte to commence audit planning activities in the first half of 2020. In January 2020, the Committee amended its non-audit service policy to reflect revisions made by the Financial Reporting Council to its rules and to require Deloitte to comply with the policy. The main change related to due diligence services, which can no longer be provided to the Group by
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either PwC or Deloitte. In addition to detailing those services that the Committee prohibits the external auditor from providing to the Group, the policy pre-approves certain services provided the fee is below a threshold; all other permitted services must be specifically approved in advance by the Committee.
Prior to engagement of the auditor for a permitted service, the policy requires that senior management confirms whether the Committee has pre-approved the service or specific approval is required. The total amount of fees paid to the auditor for both audit and non-audit related services in 2019 is disclosed in note 12 to the financial statements.
EXTERNAL AUDITOR
The Committee oversees the relationship with the external auditor (PwC) including its terms of engagement and remuneration, and monitors its independence and objectivity. Mark Hannam has been PwC’s senior statutory audit partner for the Group and the Company since the beginning of 2016, and attends all meetings of the Committee. During 2019, the Committee reviewed PwC’s audit plan, including the underlying methodology, and PwC’s risk identification processes. In its assessment of PwC’s performance and effectiveness, the Committee has considered: PwC’s interactions with the Committee; the responses to a questionnaire issued to the Group’s businesses, Finance, Risk and Internal Audit; and the FRC’s Audit Quality Inspection Report published in July 2019. The Committee concluded that it was satisfied with the auditor’s performance and recommended to the Board a proposal for the re-appointment of the auditor at the Company’s AGM.
STATUTORY AUDIT SERVICES COMPLIANCE
The Company and the Group confirm compliance with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (the ‘Order’) for the year to 31 December 2019. PwC has been auditor to the Company and the Group since 1995, and will continue as auditor until the year ending 31 December 2020.
In October 2018, the Board, following a tender exercise and formal review to choose a new auditor and the recommendation of the Committee, approved the proposed appointment of Deloitte LLP. Subject to shareholder approval, Deloitte LLP will undertake the Group audit for the year ending 31 December 2021. The Company and the Group have no plans therefore as at the date of this report to conduct a tender exercise for external audit services.
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The Group’s resilience, through strategic change and continually emerging risks, has been a core consideration.
Alan Dickinson Chairman, Board Risk Committee |
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DEAR SHAREHOLDER
I am pleased to report on how the Board Risk Committee (the ‘Committee‘) has discharged its responsibilities throughout 2019.
During the year, the Committee again focused on a wide range of existing and emerging risks, using dedicated sub-committees and effective planning of the agenda to ensure that focus and attention was given to those risks which were considered to be of ongoing importance to the Group and its customers. The environment within which the Group operates remained subject to continually evolving risks with considerable degrees of change and uncertainty.
The Committee was concerned to oversee the successful delivery of significant regulatory change such as the embedding of ring-fenced banking, data risk and operational resilience. Operational resilience has been elevated to a primary risk category along with change and execution risk, recognising the extensive Group strategic change agenda. The Committee was pleased to see that good progress was made with the management of customer rectifications. The Committee also focused very closely on conduct risks and, in particular, the Group’s management of customers in financial difficulty, including implementation of a revised operating model to improve customer outcomes. Each of these areas will be subject to ongoing focus in 2020.
Other areas of focus for the year ahead will include continued improvements in the Group’s treatment of vulnerable customers, fraud and financial crime, consumer indebtedness, and continually evolving risks within IT and cyber – as part of the broader operational resilience agenda. The Committee will again consider impacts on the Group’s broader risk profiles arising from delivery of the strategic change agenda. Inevitably, the external environment continues to provide challenges and potential impacts for the Group’s risk profile which the Committee continues to closely monitor.
The Committee has concluded that the Group continues to have strong discipline in the management of both emerging and existing risks, and the Committee’s work continues to support the Group in achieving its core aim of operating as a digitised, simple, low risk provider of financial services.
Alan Dickinson Chairman, Board Risk Committee |
COMMITTEE PURPOSE AND RESPONSIBILITIES
The purpose of the Committee is to review the risk culture of the Group, setting the tone from the top in respect of risk management. The Committee is also responsible for ensuring the risk culture is fully embedded and supports at all times the Group’s agreed risk appetite, covering the extent and categories of risk which the Board considers as acceptable for the Group.
In seeking to achieve this, the Committee assumes responsibility for monitoring the Group’s risk management framework, which embraces risk principles, policies, methodologies, systems, processes, procedures and people. It also includes the review of new, or material amendments to risk principles and policies, and overseeing any action resulting from material breaches of such policy.
More details on the Group’s wider approach to risk management can be found in the risk management section on pages 41 to 108. Full details of the Committee’s responsibilities are set out in its terms of reference, which can be found at www.lloydsbankinggroup.com/our-group/corporate-governance
COMMITTEE COMPOSITION, SKILLS, EXPERIENCE AND OPERATION
The Committee is composed of Non-Executive Directors, who provide core banking and risk knowledge, together with breadth of experience which brings knowledge from other sectors, and a clear awareness of the importance of putting the customer at the centre of all that the Group does.
All Non-Executive Directors are members of the Committee. The Chief Risk Officer has full access to the Committee and attends all meetings. The Chief Internal Auditor and members of the Executive also attend meetings, as appropriate.
Annually the Committee undertakes an effectiveness review. The review forms part of the Board evaluation process with Directors being asked to complete parts of the questionnaire relating to the Committees of which they were members. The findings of the review were considered by the Committee at its January 2020 meeting. On the basis of |
the evaluation, the feedback was that the performance of the Committee continues to be effective. Details of Committee membership and meeting attendance can be found on page 145.
As the most senior risk committee in the Group, the Committee interacts with other related risk committees, including the executive Group Risk Committee. Such interaction assists with the agenda planning process, where in addition to annual agenda planning, matters considered by the Group Risk Committee are reviewed to ensure escalation of all relevant matters to the Committee.
MATTERS CONSIDERED BY THE COMMITTEE
Over the course of the year the Committee considered a wide range of risks facing the Group, both standing and emerging, across all key areas of risk management, in addition to risk culture and risk appetite, as noted above.
As part of this review, certain risks were identified which required further detailed consideration. Set out on the following pages is a summary of these risks, with an outline of the material factors considered by the Committee, and the conclusions which were ultimately reached.
During 2019, the Committee continued to utilise established sub-committees to provide additional focus on areas such as IT resilience and cyber, and stress testing and recovery planning. The Committee receives regular updates from the Lloyds Bank Corporate Markets and Insurance business sub-groups, which summarise the key discussions and decisions taken at the relevant entities’ risk committees. These sub-committees enable members of the Committee to dedicate additional time and resource to achieving a more in-depth understanding of the topics covered, and enable further review and challenge of the associated risks. |
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ACTIVITIES DURING THE YEAR | |||||||
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CONDUCT RISK | |||||||
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The Committee continues to focus closely on the Group’s management of customer rectifications. |
Throughout 2019 the Committee has considered reports on the Group’s Rectifications portfolio performance, with particular interest in reducing the number of customers with outstanding remediations. The Committee has noted continued progress in the pace and quality of remediations, delivering a reduction in the number of customers awaiting redress and improvements in customer outcomes. The Committee has remained close to progress on material rectifications, including HBOS Reading.
Conclusion: Root cause analysis and read-across activities continue to improve and embed across the Group with good progress in reducing the volume of rectification programmes and customers impacted. This will remain a key focus for the Committee in 2020. |
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The Committee continues to focus closely on the Group’s management of conduct risks and issues associated with customers in financial difficulty. |
During 2019, the Committee considered reports on the ongoing activity to improve the way the Group supports customers experiencing financial difficulty.
The Committee held a deep dive into financial difficulty cases to provide deeper insight into root cause analysis and the actions being taken to improve customer outcomes. Other key focus areas included the initiatives being delivered and progressed through the Financial Wellbeing lab and implementation of a revised operating model to improve outcomes.
The Committee also noted the impact of a potential economic downturn and new regulatory requirements such as Persistent Debt.
Conclusion: Whilst progress has been made, further improvement in the Group’s treatment of customers in financial difficulty will be a key focus area in 2020. |
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The Committee continues to focus on ensuring the Group is resolving customer complaints in a timely and fair manner and eradicating the causes for complaints. |
The Committee continues to focus on ensuring the Group has an effective framework for managing complaints including root cause analysis to establish lessons learned and help prevent similar issues in the future. Consideration has been given to complaint metric performance via Board Risk Appetites and quality as measured by the Financial Ombudsman Service.
Conclusion: The Group continues to make good progress in reducing the causes for customer complaints however focus needs to remain on reducing the time taken to resolve complaints in 2020 and to learn from root cause analysis. |
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Vulnerable customers represent a significant proportion of the Group’s customer base and continue to be an area of close focus with increasing regulatory focus. |
The Committee recognises the importance of the Group’s vulnerability strategy in delivering customer outcomes, against a backdrop of increasing regulatory focus and noted the Group’s response to the FCA’s consultation on Vulnerable Customers, considering the potential impact on the Group’s strategy going forward.
The Committee considered the progress that continues to be made to implement the Group’s vulnerability strategy, and the enhancements made to support the embedding of regulatory Framework and Guidance.
The Committee noted the actions in train, including defining solutions to allow vulnerability information to be recorded and shared, the continued development of vulnerability dashboards and enhancements to the control framework along with the proposals for an enhanced approach to investment prioritisation for vulnerability initiatives.
Conclusion: The Committee recognise the importance of this subject and the increasing regulatory focus. It will continue to require ongoing focus and investment to execute the Group’s strategy in relation to vulnerable customers and meet external expectations. |
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During the year the Committee has increased focus on climate change, sustainability and the potential impact to the Group and impact on the Group’s customers. |
Climate change and sustainability have been added as top areas of ongoing focus and the Committee has increased consideration of the risks that may arise.
The Group is committed to delivering Taskforce on Climate-related Financial Disclosure Recommendations (TCFD) and is working to ensure that regulatory expectations with regards to managing the financial risks arising from climate change are met. A proactive approach is required to continue to anticipate the sustainability impact on client’s business models.
Conclusion: The Committee will continue to closely monitor climate change and sustainability risks, looking at the impact on both the Group and its customers, and the delivery of TCFD and other commitments. |
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FINANCIAL RISK – COVERING CREDIT AND MARKET RISK | |||||||
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The Committee continues to review the Commercial lending portfolio through regular credit quality update papers, including reviews of key portfolio and sector trends observed and external threats to portfolio performance. |
Detailed reviews allowed the Committee to assess the overall quality of the portfolio and new business written. Risk levels and credit exposure, including to material individual names, were monitored with reference to management information and risk appetite limits, as appropriate.
Key sector concentrations, including commercial real estate and the funds business, as well as those sectors more vulnerable to the wider economic backdrop or structural change, were also examined in greater detail, including construction, manufacturing and consumer related sectors, such as retail. Specific consideration was also given to the automotive sector, which continues to face into disruptors such as new technologies and changing consumer behaviours.
The Committee also considered the Group’s approach to credit policies and individual transaction limits, and reviewed summary details of transactions and portfolio reviews that were assessed at the Group’s most senior credit committee.
Conclusion: Overall Commercial Banking credit quality remained broadly stable. Origination quality has been maintained, supported by a consistent through-the-cycle approach to risk appetite. The portfolio continues to be monitored closely with consideration given to the macroeconomic outlook and emerging trends. |
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The Committee reviewed the risks relating to retail lending indebtedness. |
Consideration was given to the Group’s lending controls, risk appetite monitoring and new lending indebtedness risk for the consumer unsecured, motor, retail secured and buy-to-let portfolios.
The Committee noted that lending controls, risks appetite metrics and segmented reporting for both indebtedness and affordability assessments are in place, and acknowledged the Group’s continued actions closely to monitor and control higher risk and marginal indebtedness segments and reduce exposure over time. The Committee reviewed management action which had also been taken within retail secured lending, including buy-to-let, to protect against contagion risk from growth in consumer debt levels, and to ensure that customers’ finances were resilient to stress.
Conclusion: The Committee was satisfied that the appropriate lending controls and monitoring are in place for affordability and indebtedness and noted progress made to strengthen these and improve visibility of customers’ debt positions. |
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OPERATIONAL RISK | ||||||
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Operational resilience is one of the Group’s most important non-financial risks. Key focus in 2019 has been to continue to enhance the existing approach to operational resilience and strengthen the control environment, to improve the Group’s ability to respond to incidents and continue delivering key services to the Group’s customers. |
Key areas of focus for the Committee have included updates on the Group’s operational resilience programmes, progress against the operational resilience strategy and continued regulatory engagement in advance of the publication of Bank of England’s consultation paper.
Given the significance of the risk to the Group, the Committee is supported by the IT and Cyber Advisory Forum specifically focused on IT and cyber risks. The Committee has reviewed papers relating to Group operational resilience investment, proposals for considering Impact Tolerances and Advanced Intrusion Testing.
Conclusion: In 2019, operational resilience was classified as a primary risk. The Committee takes the operational resilience of its services very seriously and has drawn valuable insight from having independent advice and guidance. It has agreed risk appetite statements for critical services and will continue to strengthen these to reflect the increased focus on resilience. The Committee considers that governance of operational resilience risk is robust and that activities in plan will ensure the ongoing resilience of key services to the Group’s customers. |
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The Committee continues to focus on data governance, privacy and data ethics risks including oversight of the Group’s compliance with the General Data Protection Regulation (GDPR), and the associated risks and controls. |
Data risk continues to be an area of significant regulatory and media attention. The Committee has remained focused on ensuring effective controls are in place regarding the governance, privacy, ethics and management of the Group‘s customers’ data. Third party oversight controls continue to embed and mature following the successful implementation of GDPR. Compliance with the principles of the Basel Committee of Banking Supervision (BCBS) also remains a key area of focus.
Conclusion: The Group continues to enhance the controls required to identify and manage data risk. |
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The Committee recognises the importance of People risk management to ensure the Group has the right capabilities and culture as the Group builds the Bank of the Future. |
Throughout 2019, the Committee has continued to focus on the People risk profile, recognising the challenges faced with successfully delivering the Group’s strategic agenda, alongside the regulatory change agenda. The Group recognises the increasing demands on colleagues and is focusing on the ongoing monitoring of colleague wellbeing and engagement, and on developing colleague skills to achieve capability enhancement for a digital era. Particular consideration is given to critical populations and high performing individuals to support the Group’s core commitments. The Group has also made significant progress in evolving and refining the compliance control environment for the Senior Manager and Certification Regime (SMCR) and delivery of the SMCR extension was completed in 2019.
Conclusion: Regular monitoring continues to confirm that the People risk profile is managed effectively. The Committee ensures the necessary risk oversight as the Group continues to deliver simplified colleague processes and maximises colleague skills and potential to achieve the workforce of the future. |
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The Committee continues to focus on the risks associated with delivery and embedding of an extensive strategic change agenda, including both discretionary and regulatory change. |
The Committee continues to focus on the risks associated with the extensive Group strategic change agenda, recognising the challenges faced in ensuring both successful delivery and embedding of change.
Change and execution risk has been elevated to a primary risk category to recognise the risk attached to the delivery of GSR3 and its impact on the enterprise wide risk profile.
The Group has matured in its ability to define, measure and report execution risk. The articulation and quantification of this risk continues to embed through regular reviews of the execution risk dashboard and its metrics, as well as the implementation of the change and execution risk library.
An area of focus has been on increasing understanding of the wider risk impacts of the initiatives that are driving investment funding decisions and the impact of GSR3 on the Group’s risk profile. For instance, as GSR3 is transforming both ways of working and colleague journeys, there is a deeper understanding of the impact of those changes on People risk.
The Group continues to increase its use of agile delivery approaches and tools and change oversight has been reviewed and refreshed to support this.
Conclusion: Change and execution risk will remain an area of focus for the Committee as the Group continues to increase its understanding of the change and execution risk associated with its transformation agenda and evolve its change delivery approaches. Further focus is required fully to reflect the enterprise wide impacts of the Group’s strategic agenda into business risk profiles and to leverage this awareness in key investment funding decisions. |
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CORPORATE GOVERNANCE
Board Risk Committee report continued
Key issues | Committee review and conclusion | ||||||
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The Committee continues to consider key economic and political risks, particularly given the increasingly uncertain outlook. |
The Committee continues to consider key economic and political risks. Consideration is focused on risks that may impact the Group’s central economics forecast that is incorporated into the Group’s four year operating plan. Continuation of the current global trade tensions, deterioration in the UK property market or UK productivity, or a global economic slowdown and low (or negative) interest rates could have an adverse impact on profitability, capital generation and the Group’s credit risk profile.
Conclusion: The Committee will continue to closely monitor risks arising from economic uncertainty. The Committee will also focus on risks emerging due to slower economic growth and political challenges, as well as risks from wider global events. |
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Negotiations continue to determine the final terms of the UK’s exit from the EU.
The prolonged uncertainty regarding the options, timing and the process itself could affect the outlook for the UK and global economy. |
The key risks for the Group include volatility and possible discontinuities in financial markets, impact on the Group’s customers’ trading performance, financial position and credit profile, and ability to continue to operate in line with current practice across borders.
When reviewing the possible impacts of the EU Exit, the Committee has given particular consideration to the Group’s strong UK focus and UK-centric strategy. The Committee continues to closely monitor developments, with specific focus on the trading, financial, operational impacts for the Group, as well as the cyber, physical security and fraud risks, and the continued support of Group customers.
Conclusion: The Group’s EU exit contingency plans continue to be closely monitored by the Committee via specific regular updates, covering both operational status and external developments, a suite of early warning indicators and corresponding risk mitigation plans. |
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Financial Crime is a priority for the UK Government, law enforcement and regulators. The Committee continues to monitor the Group’s management of financial crime risk in light of continued legislative change and regulatory scrutiny. |
The Committee acknowledged the continued focus the Group places on the fight against financial crime and is playing an active part in developing and delivering on the strategic aims of HM Government’s Economic Crime Reform programme, including designing and delivering improvements in the UK SARs (Suspicious Activity Reporting) regime. This is a multi-year programme delivering through a private and public partnership, and for which the Group is represented by the Chief Operating Officer attending the Home Office’s Economic Crime Strategic Board.
The Committee also recognised significant strengthening of the Group’s intelligence capability to inform assessment of risk, for example the work to understand exposure to allegations of money laundering through Baltic banks; and cash-based money laundering through instant deposit machines.
Conclusion: The Committee noted satisfaction with the standard of compliance documented in the MLRO report, and acknowledged the action plans in place across the Group to further enhance the Group’s position. Additionally, the Committee acknowledged the strategic plans in place to further enhance and digitise the Group’s financial crime control framework, designed to deliver more effective and agile controls whilst improving the customer experience. |
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The Committee continues to closely monitor the Group’s management of fraud risk, whilst minimising the impact of controls on genuine customer journeys. |
The Committee considered the challenging and evolving nature of the fraud risk environment influenced by factors such as an increasing sophistication of fraud typologies and an uplift in industry reported gross fraud losses. The Committee noted the correlated impact on the Group’s gross authorised fraud losses albeit Group market share remains below the Group’s market share of transactions. Gross unauthorised fraud losses at both industry and Group level rose during 2019. However, they remain within Group appetite and the Group’s net losses remain stable year on year on a like-for-like basis.
Additionally, the Committee acknowledged the leading role the Group has played in the development of an industry code for authorised push payment fraud. The code was implemented in May 2019 and the Group has demonstrated compliance and good customer outcomes. Some operational improvements, expectations from the Financial Ombudsman’s Service regarding the provision of warnings and the issue of funding cases where neither the financial institution nor the customer is to blame continue to be addressed.
Conclusion: The Committee noted the positive work undertaken in the detection and prevention of fraud and recognised the continuing efforts of the Group to protect the integrity of genuine customer journeys with strategic plans aimed at enhancing the fraud control environment of the Group which reflect the comprehensive nature of the challenge and require internal evolution and external engagements. |
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REGULAR REPORTING CATEGORIES | |||||||
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Managing regulatory risk continues to be a key focus within the Group due to the significant amount of highly complex and interdependent regulatory reform that the Group has managed in 2019, and will continue to manage in 2020. |
The Committee has continued focus on ensuring effective controls and oversight to comply with existing regulatory obligations, as well as receiving regular updates on emerging regulatory and legal risks. There have been ongoing significant regulatory change and oversight programmes in which the Board has placed increased focus to ensure successful execution, including the Basel Committee on Banking Supervision (BCBS 239), IBOR Transition, EU Exit, product pricing, customers in financial difficulty, HBOS Reading and climate change.
In addition, a key area of focus for the Committee has been ensuring ring-fencing requirements have been fully embedded and the Committee has operated in line with its commitments to the PRA and continued to demonstrate independent decision making for the ring-fenced bank. Key topics have included reviews of the ring-fenced bank perimeter, management of legal entity conflicts and governance.
Conclusion: The Group continues to place significant focus on implementing complex regulatory changes, as well as ensuring effective horizon scanning of upcoming trends. The Committee has discussed the topics raised, and will continue to closely monitor compliance with regulatory requirements, including ring-fencing in 2020. Regulatory risk will remain a priority area of focus for the Committee in 2020. |
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CORPORATE GOVERNANCE
Responsible Business Committee report
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The Group has a
Sara Weller CBE Chairman, Responsible Business Committee |
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DEAR SHAREHOLDER
I am pleased to report on the activity of the Responsible Business Committee (the ‘Committee’), during a busy 2019.
The Committee continues to oversee and track progress against the Group’s Helping Britain Prosper Plan, including reviewing performance against strategic aims, focusing on digital skills, sustainability and the Group’s Charitable Foundations.
The Group made good progress against targets in the Helping Britain Prosper Plan. Some examples, set out later on this page, include the launch of a unique Resilience portal to support colleagues mental health.
The Group was recognised by Fortune magazine as a leading business worldwide for its work on both sustainability and mental health.
The Group continued to support its UK-wide Charitable Foundations, showcasing the work they do, including with domestic abuse and mental health charities.
The Committee regularly reviewed progress on the Group’s aim to have more women in senior roles. It also discussed the Group’s opportunity and plans to advance the representation of colleagues from BAME backgrounds at all levels.
I would like to thank the thousands of colleagues across the entire Group for their hard work and extraordinary commitment to supporting Responsible Business activity in their daily work, as well as by volunteering over 246,000 hours of their time and helping to raise over £11 million to date for the Group’s charity of the year, Mental Health UK.
The following report gives more examples of Group activity to Help Britain Prosper in 2019. I hope you find it both interesting and informative.
Sara Weller Chairman, Responsible Business Committee |
HOW THE COMMITTEE SPENT ITS TIME IN 2019
The Committee continued to focus on the three material areas aligned to the Bank of the Future, with the aim of enabling people, businesses and communities to be ready for the future:
Digital Skills The programme was reviewed regularly, with updates on the direction of and progress with the Lloyds Bank Academy which successfully launched a second location in Bristol. The Committee also considered ‘future.now’ launched by the Lord Mayor of London, bringing together organisations to boost digital skills in the UK.
The Group’s Sustainability strategy made consistent progress in 2019. A number of targets were achieved ahead of plan such as the EV1000 initiative of supporting 1,000 electric vehicles which was achieved during the third quarter of 2019. The Committee continues to present challenge on the Group’s strategy of developing new products and strategies to help and support customers in a sustainable way. The Company’s sustainability strategy is available on the Group’s website www.lloydsbankinggroup.com/our-group/ responsible-business.
The relationship between the Group and the Charitable Foundations is a key area of focus and the Group worked closely with the Foundations to showcase the work they do. The Committee continues to review the work done to support the Charitable Foundations work in the charitable sector through strengthening skills-based volunteering across their-supported charities.
In other activities, the Committee undertook an in-depth review of Inclusion and Diversity within the Group, focusing on BAME colleagues. This demonstrated some of the Group’s strengths and uniqueness but also identified opportunities to strengthen further its approach to attracting and developing talent. The Committee looked closely at progress on mental health and resilience in conjunction with the launch of a Resilience portal for colleagues. This highlighted scientific research into human behaviours provided by medical professionals based on clinical data.
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The Committee will continue to discuss and monitor the effectiveness of the portal.
At each meeting, updates have been provided on the performance against the metrics of the Helping Britain Prosper Plan.
COMMITTEE PURPOSE AND OPERATION
The Committee supports the Board in overseeing the Group’s performance as a Responsible Business by providing oversight of, and support for, the Group’s strategy and plans for embedding responsible business as part of the Group’s purpose to Help Britain Prosper. This Committee provides oversight and challenge on activities which impact the Group’s trust and reputation and by considering and recommending to the Board for approval the Responsible Business Report and Helping Britain Prosper Plan.
The Committee’s Chair reviews the forward agenda regularly to ensure that the focus of the Committee’s work is on its key priorities and members have sufficient time at meetings to raise issues of concern and to engage in constructive dialogue with colleagues.
COMMITTEE COMPOSITION, ATTENDANCE AT MEETINGS AND EFFECTIVENESS REVIEW
The Committee is composed of Non-Executive Directors.
Representatives from Group Internal Audit and the Chief Operating Office attend meetings as appropriate.
During the year, the Committee met its key objectives and carried out its responsibilities effectively, as confirmed by the annual effectiveness review. The Committee will consider the output from the 2019 effectiveness review and whether amendments could be made to its current working arrangements.
Details of committee membership and meeting attendance can be found on page 145. |
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CORPORATE GOVERNANCE
DISCLOSURE CONTROLS AND PROCEDURES
As of 31 December 2019, Lloyds Banking Group, under the supervision and with the participation of the Group’s management, including the Group Chief Executive and the Chief Financial Officer, performed an evaluation of the effectiveness of the Group’s disclosure controls and procedures. Based on this evaluation, the Group Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, at 31 December 2019, were effective for gathering, analysing and disclosing with reasonable assurance the information that Lloyds Banking Group is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms. Lloyds Banking Group’s management necessarily applied its judgement in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Lloyds Banking Group’s internal control over financial reporting during the year ended 31 December 2019 that have materially affected, or are reasonably likely to materially affect, the Lloyds Banking Group’s internal control over financial reporting.
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Lloyds Banking Group plc is responsible for establishing and maintaining adequate internal control over financial reporting. Lloyds Banking Group plc’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of management and directors of Lloyds Banking Group plc; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The management of Lloyds Banking Group plc assessed the effectiveness of the Company’s internal control over financial reporting at 31 December 2019 based on the criteria established in Internal Control – Integrated Framework 2013 issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). Based on this assessment, management concluded that, at 31 December 2019, the Company’s internal control over financial reporting was effective.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued opinions on the Company’s consolidated financial statements and on its internal controls over financial reporting. These opinions appear on page F-2.
GOING CONCERN
The going concern of the Company and the Group is dependent on successfully funding their respective balance sheets and maintaining adequate levels of capital. In order to satisfy themselves that the Company and the Group have adequate resources to continue to operate for the foreseeable future, the Directors have considered a number of key dependencies which are set out in the risk management section under principal risks and uncertainties: funding and liquidity on page 39 and pages 94 to 100 and capital position on pages 85 to 94. Additionally, the Directors have considered capital and funding projections for the Company and the Group. Accordingly, the Directors conclude that the Company and the Group have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements and therefore it is appropriate to continue to adopt the going concern basis in preparing the accounts.
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MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
All shareholders within a class of the Company’s shares have the same voting rights. As at14 February 2020 the Company had received notification under the FCA Disclosure Guidance and Transparency Rules (‘DTR’) of the following holdings in the Company’s issued ordinary share capital.
Interest in shares |
%
of issued share capital
/voting rights4 |
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BlackRock Inc. | 3,668,756,7651 | 5.14% | ||
Harris Associates L.P. | 3,551,514,5712,3 | 4.99% |
1 | The notification of 13 May 2015 provided by BlackRock Inc. under Rule 5 of the DTR identifies (i) an indirect holding of 3,599,451,380 shares in the Company representing 5.04 per cent of the voting rights in the Company, and (ii) a holding of 69,305,385 in other financial instruments in respect of the Company representing 0.09 per cent of the voting rights of the Company. BlackRock Inc.’s holding most recently notified to the Company under Rule 5 of the DTR varies from the holding disclosed in BlackRock Inc.’s Schedule 13-G filing with the US Securities and Exchange Commission dated 5 February 2020, which identifies beneficial ownership of 4,698,292,748 shares in the Company representing 6.7 per cent of the issued share capital in the Company. This variance is attributable to different notification and disclosure requirements between these regulatory regimes. The notifiable holding by BlackRock Inc. received by the Company has not changed since 31 December 2015. Prior to 31 December 2015, BlackRock Inc.’s holding in the Company was not required to be disclosed under the US Securities and Exchange Commission rules. |
2 | An indirect holding. |
3 | On 18 September 2017, Harris Associates L.P. disclosed under the DTR beneficial ownership of 3,607,058,758 ordinary shares, representing 5.01% of that share class. On 31 October 2018, Harris Associates L.P. made a further disclosure under the DTR of a decrease in their holding, to 3,551,514,571 ordinary shares, representing 4.99% of that share class, the notified percentage remaining below 5% as at the end of 2019. |
4 | Percentage correct as at the date of notification. |
As at 14 February 2020, the Company had 2,358,597 registered ordinary shareholders. The majority of the Company’s ordinary shareholders are registered in the United Kingdom. 2,375,557,133 ordinary shares, representing 3.38 per cent of the Company’s issued share capital, were held by BNY Mellon as depositary for the ordinary share American Depositary Share Programme through which there were 185 record holders.
Additionally, the majority of the Company’s preference shareholders are registered in the United Kingdom, with a further 1 record holder with an address in the United States registered through the Company’s preference share American Depositary Share Programme.
RELATED PARTY TRANSACTIONS
The Group, as at 31 December 2019, had related party transactions with 22 key management personnel, certain of its pension funds, collective investment schemes and joint ventures and associates. See note 47 to the financial statements.
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APPROACH OF THE FINANCIAL CONDUCT AUTHORITY (“FCA”)
As per the Financial Services and Markets Act FSMA (amended by the Financial Services Act 2012), 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 protect and enhance the integrity of the UK financial system and to promote effective competition in the interests of consumers.
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 Bank of England, with responsibility for the prudential regulation and supervision of circa 1500 banks, building societies, credit unions, insurers and major investment firms. Their strategy is to deliver a resilient financial sector by seeking: an appropriate quantity and quality of capital and liquidity; effective risk management; robust business models; and sound governance including clear accountability of firms’ management. This strategy supports their two 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).
Through regulation, the PRA sets standards/policies which it expects firms to meet, and monitors firm’s compliance. The supervision approach includes three key characteristics:
– | Use of judgement to determine whether financial firms are safe and sound, whether insurers provide appropriate protection for policyholders and whether firms continue to meet the Threshold Conditions (including maintaining appropriate capital and liquidity, and having suitable management arrangements). |
– | A forward looking approach to assess firms against risks which may arise in the future. |
– | Focus on those issues and those firms that pose the greatest risk to the stability of the UK financial system and policyholders. |
The PRA will change a firm’s business model if they judge that mitigating risk measures are insufficient.
OTHER BODIES IMPACTING THE REGULATORY REGIME
THE BANK OF ENGLAND AND HM TREASURY
The agreed framework for co-operation in the field of financial stability in the financial markets is detailed in the Memorandum of Understanding published jointly by HM Treasury, the FCA and the Bank of England (now including the PRA) (together, the “Tripartite Authorities”). The Bank of England 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.
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.
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.
LENDING STANDARDS BOARD
The Lending Standards Board is responsible for overseeing the Standards of Lending Practice (for both personal and business customers). The Standards of Lending Practice for personal customers cover six main areas: Financial promotions and communications; product sales; account maintenance and servicing; money management; financial difficulty; and customer vulnerability across key lending (current account overdrafts, credit cards, loans and chargecards) to consumers and charities with an income of less than £1 million. The Standards of Lending Practice for business customers apply to business customers, which at the point of lending have an annual turnover of up to £25 million. The standards cover nine main areas: product information; product sale; declined applications; product execution; credit monitoring; treatment of customers in financial difficulty; business support units; portfolio management; and customers in vulnerable circumstances for products including loans, overdrafts, commercial mortgages, credit cards, and chargecards.
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. Since 1 April 2014 the CMA has, with the FCA, exercised the competition functions previously exercised by the Office of Fair Trading and the Competition Commission. Through its five strategic goals (delivering effective enforcement; extending competition frontiers; refocusing competition protection; achieving professional excellence; and, developing integrated performance) the CMA impacts the banking sector in a number of ways, including powers to investigate and prosecute a number of criminal offences under competition law. In addition, the CMA is now the lead enforcer under the Unfair Terms in Consumer Contracts Regulations 1999.
UK INFORMATION COMMISSIONER’S OFFICE
The UK Information Commissioner’s Office 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 retention and use of data relating to individual customers. The Freedom of Information Act 2000 (the “FOIA”) sets out a scheme under which any person can obtain information held by, or on behalf of, a “public authority” without needing to justify the request. A public authority will not be required to disclose information if certain exemptions set out in the FOIA apply.
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REGULATION
THE PAYMENTS SYSTEM REGULATOR (“PSR”)
The PSR is an independent economic regulator for the £75 trillion 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. The PSR is a subsidiary of the FCA, but has its own statutory objectives, Managing Director and Board. In summary its objectives are: (i) to ensure that payment systems are operated and developed in a way that considers and promotes the interests of all the businesses and consumers that use them; (ii) to promote effective competition in the markets for payment systems and services – between operators, payment services providers and infrastructure providers; and (iii) to promote the development of and innovation in payment systems, in particular the infrastructure used to operate those systems.
COMPETITION REGULATION
The FCA obtained concurrent competition powers with the CMA on 1 April 2015 in relation to the provision of financial services in the UK, in addition to supplementing its existing competition objective. The FCA has been undertaking a programme of work to assess markets across financial services to ascertain whether or not competition is working effectively in the best interests of consumers. In addition, the PRA also has a secondary objective under the Financial Services (Banking Reform) Act to, so far as reasonably possible, act in a way which facilitates effective competition.
The FCA announced on 3 November 2016 that it will take action to improve competition in the current account market, following the CMA’s recommendations in the publication of its competition investigation into personal current account (PCA) and SME Banking (9 August 2016). The FCA have published their final report into the ’Strategic Review of Retail Banking Business Models’ (18 December 2018) recognising that PCAs are an important source of competitive advantage for major banks. The focus on high cost credit continues with further forward work on its proposals to simplify the pricing of all overdrafts and end higher prices for unarranged overdrafts. The FCA continues to act as an observer on the “Open Banking” steering group and be involved in developing and testing “prompts” to encourage customers to consider their banking arrangements.
The UK Government has a continuing interest in competition.
The current regulatory regime may lead to greater UK Government and regulatory scrutiny or intervention in the future, ranging from enforced product and service developments and payment system changes to significant structural changes. This could have a significant effect on the Group’s operations, financial condition or the business of the Group.
EU REGULATION
Financial institutions operating in the UK are currently subject to the relevant EU legislation, which is regularly reviewed at EU level and could be subject to change, including as a result of how it is transported into UK law following the UK’s exit from the EU. The Group will continue to monitor changes to legislation, providing specialist input on their drafting and assess the likely impact on its business.
U.S. REGULATION
Until 2018 Lloyds Bank and Bank of Scotland plc (“BoS”) maintained branches in New York, each licensed by the New York State Department of Financial Services (“NYDFS”) and subject to regulation and examination by the NYDFS and the Federal Reserve Bank of New York (“FRBNY”). BoS also maintained a representative office in Houston, Texas (authorized by the Texas Department of Banking (“TXB”), and subject to regulation and examination by TXB and the Federal Reserve Bank of Dallas). On 11 July 2018, the New York branch of BoS was closed and its license surrendered to the NYDFS, and the NYDFS confirmed to BoS in October, 2018 that the voluntary liquidation of the BoS New York branch under the New York State Banking Law was considered concluded. On 31 December 2018, Lloyds Bank advised the NYDFS that the Lloyds Bank New York branch was closed and Lloyds Bank surrendered its New York branch license to the NYDFS on that date and the voluntary liquidation of the Lloyds Bank New York branch was completed in 2019. The closure of the New York branches of Lloyds Bank and BoS was a consequence of the need by both banks to comply with the geographic limitations of the Ring-fencing Rules (as defined in the Risk Factors section). The BoS Houston representative office was also closed by BoS on 31 December 2018. In July, 2018, applications filed on behalf of Lloyds Bank Corporate Markets plc (“LBCM”) with the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) and the NYDFS to permit LBCM to establish a branch in New York were approved, and on 27 July 2018, LBCM’s New York branch license was issued by the NYDFS. Also in July, 2018, at the request of Lloyds Bank, the NYDFS issued a representative office license to Lloyds Bank. Under the New York State Banking Law, the NYDFS has the authority, in certain circumstances, to take possession of the business and property located in New York State of a bank, such as LBCM, which maintains a licensed branch in New York State. Such circumstances generally include violations of law, unsafe business practices and insolvency.
The existence of a branch of LBCM in the U.S. subjects the LBCM, the Company and its subsidiaries doing business or conducting activities in the U.S. to oversight by the Federal Reserve Board.
As of the end of 2018, each of the Company, Lloyds Bank, HBOS, BoS and LBCM was a foreign banking organisation treated as a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956 (“BHC Act”) in accordance with the provisions of the International Banking Act of 1978 and each had elected, with the permission of the Federal Reserve Board, to be treated as a financial holding company under the BHC Act. Because, as a result of the Ring-fencing Rules, from and after January 1, 2019, neither Lloyds Bank nor BoS may maintain branches or own substantial equity stakes in entities organized outside of the European Economic Area, each ceased to be treated as a financial holding company under the BHC Act from and after that date. HBOS has no direct or indirect investments or activities in the U.S., and also ceased to be treated as a financial holding company. However, each of the Company and LBCM will continue to be treated as a financial holding company under the BHC Act.
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 United States are limited to those that are “financial in nature” or “incidental” or “complementary” to a financial activity, as determined by the Federal Reserve Board.
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REGULATION
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 per cent of any class of the voting shares of any U.S. bank or bank holding company.
The Group’s U.S. broker dealer, Lloyds Securities Inc. (“LSI”), is subject to regulation and supervision by the Securities and Exchange Commission and the Financial Industry Regulatory Authority, including sales methods, trade practices, use of safekeeping of customers’ funds and securities, capital structure, recordkeeping, conduct of directors, officers and employees and other matters pertinent to its securities business. In order to comply with the change to Ring-Fencing Rules (as defined in the Risk Factors section), LSI became an indirect, wholly-owned subsidiary of LBCM on July 1, 2018 as a result of the sale of 100% of the shares of LSI’s direct parent (Lloyds America Securities Corporation) by Lloyds Bank to LBCM.
A major focus of U.S. governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist financing and enforcing compliance with U.S. 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 U.S. State Department currently designates as state sponsors of terrorism, including Iran, Syria, Sudan and North Korea. The Group intends to engage in new business in such jurisdictions only in very limited circumstances where the Group is satisfied concerning legal, compliance and reputational issues. At 31 December 2019, the Group did not believe that the Group’s business activities relating to countries designated as state sponsors of terrorism were material to its overall business.
The Group estimates that the value of the Group’s business in respect of such states represented less than 0.01 per cent of the Group’s total assets and, for the year ended December 2019, the Group believes that the Group’s revenues from all activities relating to such states were less than 0.001 per cent of its total income, net of insurance claims. 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.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), established a regulatory framework for swap dealers and major swap participants including the requirement for entities that are swap dealers and major swap participants to register with the U.S. Commodity Futures Trading Commission (“CFTC”). Each of Lloyds Bank and LBCM is registered as a swap dealer and as such, is subject to regulation and supervision by the CFTC and the National Futures Association with respect to certain of its swap activities, including risk management practices, trade documentation and reporting, business conduct and recordkeeping, among others. On 8 January 2020, the Bank filed an NFA Form 7-W with the NFA to deregister as a swap dealer with the CFTC, effective 7 February 2020. The NFA has confirmed to us that Lloyds Bank plc status is ‘in transition’, and confirmation of de-registration is anticipated imminently.
DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA 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 individuals and entities associated with Iran. There remain a small number of historic Iran-related 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 2019, 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 and EU 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 and EC sanctions legislation.
Gross revenues from these activities were approximately £9,000. Net profits from these activities were approximately £9,000.
The Group’s businesses, 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 U.S. 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 is designated under Executive Order 13382. |
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. |
4. | Lloyds continues to provide payment clearing services to a UK based and UK authorised bank, one of whose account holders is an entity designated under Executive Order 13224 (although not by the UK or EU authorities). Lloyds concludes from the nature of such payment clearing services that revenue and profit (if any) arising from indirectly providing such services to the designated entity is negligible and not material to the Group’s activities and in any event does not flow directly from the designated entity. To the extent that the activities of the designated entity and its UK authorised bank continue to comply with UK regulation and legislation, Lloyds intends to continue its activities and keep them under review. |
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TRADING MARKETS
The ordinary shares of Lloyds Banking Group plc are listed and traded on the London Stock Exchange under the symbol ‘LLOY’. The prices for shares as quoted in the official list of the London Stock Exchange are in pounds sterling. Lloyds Banking Group plc American Depositary Shares (ADSs) are listed on the New York Stock Exchange under the symbol ‘LYG’. Each ADS represents four ordinary shares.
ADR FEES
The Group’s depositary, The Bank of New York Mellon, collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
Persons depositing or withdrawing shares must pay: | For: | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property. Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates. |
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$.02 (or less) per ADS | Any cash distribution to ADS registered holders. | |
A fee equivalent to the fee that would be payable if securities distributed had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders. | |
$.02 (or less) per ADSs per calendar year | Depositary services. | |
Registration or transfer fees | Transfer and registration of shares on the share register to or from the name of the depositary or its agent when you deposit or withdraw shares. | |
Expenses of the depositary |
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement). Converting foreign currency to US dollars. |
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Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | As necessary. | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary. |
FEES RECEIVED TO DATE
In 2019, the Company received from the depositary $811,275 for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADSs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of US Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADS facility, underwriting fees and legal fees.
FEES TO BE PAID IN THE FUTURE
The Bank of New York Mellon, as depositary, has agreed to reimburse the Company for maintenance expenses that they incur for the ADS program. The depositary has agreed to reimburse the Company for its continuing annual stock exchange listing fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADSs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of US Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs or special investor relations promotional activities. In certain instances, the depositary has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADS facility. There are limits on the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depositary collects from investors.
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Lloyds Banking Group plc’s ability to pay dividends is restricted under UK company law. Dividends may only be paid if distributable profits are available for that purpose. In the case of a public limited company, a dividend may only be paid if the amount of net assets is not less than the aggregate of the called-up share capital and undistributable reserves and if the payment of the dividend will not reduce the amount of the net assets to less than that aggregate. In addition, a company cannot pay a dividend if any of its UK insurance subsidiaries is insolvent on a regulatory valuation basis or, in the case of regulated entities, if the payment of a dividend results in regulatory capital requirements not being met. Similar restrictions exist over the ability of Lloyds Banking Group plc’s subsidiary companies to pay dividends to their immediate parent companies. Furthermore, in the case of Lloyds Banking Group plc, dividends may only be paid if sufficient distributable profits are available for distributions due in the financial year on certain preferred securities. The board has the discretion to decide whether to pay a dividend and the amount of any dividend. In making this decision, the board is mindful of the level of dividend cover and, consequently, profit growth may not necessarily result in increases in the dividend. In the case of American Depositary Shares, dividends are paid through The Bank of New York Mellon which acts as paying and transfer agent.
The Group has a progressive and sustainable ordinary dividend policy whilst maintaining the flexibility to return surplus capital through buybacks or special dividends.
In May 2019 the Group announced that it will move to the payment of quarterly dividends in 2020, with the first quarterly dividend in respect of Q1 2020 payable in June 2020. The new approach will be to adopt three equal interim ordinary dividend payments for the first three quarters of the year followed by, subject to performance, a larger final dividend for the fourth quarter of the year. The first three quarterly payments, payable in June, September and December will be 20 per cent of the previous year’s total ordinary dividend per share. The fourth quarter payment will be announced with the full year results, with the amount continuing to deliver a full year dividend payment that reflects the Group’s financial performance and our objective of a progressive and sustainable ordinary dividend. The final dividend will continue to be paid in May, following approval at the AGM. The Group believes that this approach will provide a more regular flow of dividend income to all shareholders whilst accelerating the receipt of payments. In addition to the Group’s progressive and sustainable ordinary dividend policy the Board will continue to give consideration to the distribution of surplus capital at the end of each year.
Given the business performance in 2019 the Board has recommended a final ordinary dividend of 2.25 pence per share. This is in addition to the interim ordinary dividend of 1.12 pence per share that was announced in the 2019 half year results. The recommended total ordinary dividend per share for 2019 of 3.37 pence per share has increased by 5 per cent from 3.21 pence per share in 2018.
The table below sets out the interim and final dividends in respect of the ordinary shares for fiscal years 2015 through 2019. The sterling amounts have been converted into US dollars at the Noon Buying Rate in effect on each payment date with the exception of the recommended final dividend for 2019, for which the sterling amount has been converted in US dollars at the Noon Buying Rate on 14 February 2020.
Interim
ordinary
dividend per share (pence) |
Interim
ordinary
dividend per share (cents) |
Final
ordinary
dividend per share (pence) |
Final
ordinary
dividend per share (cents) |
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20151 | 0.75 | 1.14 | 1.5 | 2.17 | ||||||||||||
20162 | 0.85 | 1.10 | 1.70 | 2.20 | ||||||||||||
2017 | 1.00 | 1.34 | 2.05 | 2.72 | ||||||||||||
2018 | 1.07 | 1.41 | 2.14 | 2.73 | ||||||||||||
2019 | 1.12 | 1.40 | 2.25 | 2.93 |
1 | For 2015, the Board also made a capital distribution in the form of a special dividend of 0.5 pence per share (0.72 cents per share). This is not listed in the table above. |
2 | For 2016, the Board also made a capital distribution in the form of a special dividend of 0.5 pence per share (0.65 cents per share). This is not listed in the table above. |
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ARTICLES OF ASSOCIATION OF LLOYDS BANKING GROUP PLC
For information regarding the Articles of Association, please refer to the discussion under the corresponding section of the Annual Report on Form 20-F for the year ended 31 December 2018, filed with the SEC on 25 February 2019, which discussion is hereby incorporated by reference into this document.
https://www.lloydsbankinggroup.com/globalassets/documents/investors/2018/2018_lbg_form_20f.pdf
There are no UK laws, decrees or regulations that restrict Lloyds Banking Group plc’s import or export of capital, including the availability of cash and cash equivalents for use by Lloyds Banking Group, or that affect the remittance of dividends, interest or other shareholders’ payments to non-UK holders of Lloyds Banking Group plc shares, except as set out in Taxation.
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TAXATION
The following discussion is intended only as a general guide to current UK and US federal income tax considerations relevant to US holders (as defined below in the section on US federal income tax considerations) of Lloyds Banking Group ordinary shares or ADSs. It is based on current law and tax authority practice and the terms of the current UK/US income tax treaty (the Treaty), all of which are subject to change at any time, possibly with retroactive effect.
The Treaty for the avoidance of double taxation with respect to taxes on income entered into force following the exchange of instruments of ratification by the UK Parliament and the US Senate on 31 March 2003.
This summary does not consider your personal circumstances, and it is not a substitute for tax advice. Any person who is in any doubt as to his tax position should consult his own professional adviser.
UK TAXATION OF CHARGEABLE GAINS
Subject to the provisions set out in the next paragraph in relation to temporary non-residents, US holders generally will not be liable for UK tax on chargeable gains unless they carry on a trade, profession or vocation in the UK through a branch or agency and the ordinary shares or ADSs are or have been used or held by or for the purposes of the branch or agency, in which case such US holder might, depending on individual circumstances, be liable to UK tax on chargeable gains on any disposition of ordinary shares or ADSs.
An individual US holder who is only temporarily not resident in the UK may, under anti-avoidance legislation, still be liable for UK tax on chargeable gains realised, subject to any available exemption, relief and/or foreign tax credit.
A US holder who is an individual and who has, on or after 17 March 1998, ceased to be resident or ordinarily resident for tax purposes in the UK for a period of five or fewer years of assessment and who disposes of ordinary shares or ADSs during that period may be liable, on return to the UK, to UK taxation on chargeable gains arising during the period of absence, subject to any available exemption, relief and/or foreign tax credit.
UK TAXATION OF DIVIDENDS
Lloyds Banking Group plc will not be required to withhold tax at source when paying a dividend on the ordinary shares or ADSs to a US holder.
STAMP DUTY AND STAMP DUTY RESERVE TAX
Any conveyance or transfer on sale of ordinary shares (whether effected using the CREST settlement system or not) will be subject to UK stamp duty or stamp duty reserve tax (SDRT). The transfer on sale of ordinary shares will be liable to ad valorem UK stamp duty or SDRT, generally at the rate of 0.5 per cent of the consideration paid (rounded up to the next multiple of £5 in the case of stamp duty). Stamp duty is usually the liability of the purchaser or transferee of the ordinary shares. An unconditional agreement to transfer such ordinary shares will be liable to SDRT, generally at the rate of 0.5 per cent of the consideration paid, but such liability will be cancelled, or, if already paid, refunded, if the agreement is completed by a duly stamped transfer within six years of the agreement having become unconditional. SDRT is normally the liability of the purchaser or transferee of the ordinary shares.
UK tax law requires that when Lloyds Banking Group plc issues ordinary shares or a holder of ordinary shares transfers such shares to the custodian or nominee for the depositary to facilitate the issue of ADSs to a person representing the ordinary shares or to a person providing clearance services (or their nominee or agent), a liability to UK stamp duty or SDRT at the rate of 1.5 per cent (rounded up to the next multiple of £5 in the case of the stamp duty) of either the issue price or, in the case of transfer, the listed price of the ordinary shares, calculated in sterling, will arise. However, following litigation, HMRC now accepts that the charge to SDRT at 1.5 per cent on the issue of shares into clearance services or depository receipt schemes is not compatible with EU law, and will not apply the charge. Where a holder of ordinary shares transfers such shares to the custodian or nominee for the depositary or clearance services this charge will apply, and generally be payable by the person receiving the ADSs or transferring the ordinary shares into the clearance service.
No liability to stamp duty or SDRT will arise as a result of the cancellation of any ADSs with the ordinary shares that they represent being transferred to the ADS holder.
No liability to UK stamp duty or SDRT will arise on a transfer of ADSs provided that any document that gives effect to such transfer is not executed in the UK and remains at all subsequent times outside the UK. An agreement to transfer ADSs will not give rise to a liability to SDRT.
US FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes material US federal income tax consequences of the ownership and disposition of ADSs or ordinary shares to the US holders described below, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to own such securities. The summary applies only to US holders that hold ADSs or ordinary shares as capital assets for US federal income tax purposes.
This discussion does not address any alternative minimum or Medicare Contribution tax consequences, nor does it address US federal tax consequences to US holders that are subject to special rules, such as:
– | certain financial institutions; |
– | dealers or traders in securities that use a mark-to-market method of tax accounting; |
– | persons holding ADSs or ordinary shares as part of a hedge, straddle, wash sale, conversion or other integrated transaction or holders entering into a constructive sale with respect to ADSs or ordinary shares; |
– | persons whose functional currency for US federal income tax purposes is not the US dollar; |
– | persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise as compensation; |
– | tax-exempt entities, ‘individual retirement accounts’ or ‘Roth IRAs’; |
– | persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the United States; |
– | partnerships or other entities classified as partnerships for US federal income tax purposes; or |
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TAXATION
– | persons that own or are deemed to own 10 per cent or more (by vote or value) of the shares of Lloyds Banking Group plc. |
If an entity that is classified as a partnership for US federal income tax purposes holds ADSs or ordinary shares, the US federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax advisers as to the particular US federal income tax consequences of holding and disposing of the ADSs or ordinary shares.
This summary is based on the US Internal Revenue Code of 1986, as amended (the Code), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, as well as the Treaty, all as of the date hereof, changes to any of which may affect the tax consequences described herein, possibly with retroactive effect. It is also based in part on representations of the depositary and assumes that each obligation provided for in or otherwise contemplated by the Deposit Agreement or any other related document will be performed in accordance with its terms.
As used herein, a ‘US holder’ is a person that for US federal income tax purposes is a beneficial owner of ADSs or ordinary shares and:
– | a citizen or individual resident of the United States; |
– | a corporation, or other entity taxable as a corporation, created or organised in or under the laws of the United States, any state therein or the District of Columbia; or |
– | an estate or trust the income of which is subject to US federal income taxation regardless of its source. |
In general, a US holder who owns ADSs should be treated as the owner of the underlying shares represented by those ADSs for US federal income tax purposes. Accordingly, no gain or loss should be recognised if a US holder exchanges ADSs for the underlying shares represented by those ADSs.
The US Treasury has expressed concerns that parties to whom American depositary shares are released before shares are delivered to the depositary (‘pre-release’), or intermediaries in the chain of ownership between holders and the issuer of the security underlying the American depositary shares, may be taking actions that are inconsistent with the claiming of foreign tax credits by US holders of American depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate US holders. Accordingly, the availability of the preferential tax rate for dividends received by certain non-corporate US holders, described below, could be affected by actions taken by such parties or intermediaries.
Owners of ADSs or ordinary shares should consult their tax advisers as to the US, UK or other tax consequences of the ownership and disposition of such securities in their particular circumstances, including the effect of any US state or local tax laws.
TAXATION OF DISTRIBUTIONS
Distributions paid on ADSs or ordinary shares, other than certain pro rata distributions of ordinary shares, will generally be treated as dividends to the extent paid out of Lloyds Banking Group plc’s current or accumulated earnings and profits (as determined in accordance with US federal income tax principles). Because Lloyds Banking Group plc does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported to US holders as dividends. The dividends will generally be foreign-source income to US holders and will not be eligible for the dividends-received deduction generally allowed to US corporations under the Code.
Subject to applicable limitations and the discussion above regarding concerns expressed by the US Treasury, dividends paid to certain non-corporate US holders may be taxable at favourable rates. Non-corporate US holders should consult their tax advisers to determine whether the favourable rates will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.
Dividends will be included in a US Holder’s income on the date of the US Holder’s or, in the case of ADSs, the depositary’s receipt of the dividend. The amount of a dividend will equal the US dollar value of the pounds sterling received, calculated by reference to the exchange rate in effect on the date of receipt regardless of whether the payment is converted into US dollars on the date of receipt. If the pounds sterling received as a dividend are not converted into US dollars on the date of receipt, then the US holder’s tax basis in the pounds sterling received will equal such US dollar value and the US holder may realise a foreign exchange gain or loss on the subsequent conversion into US dollars. Generally, any gains or losses resulting from the conversion of pounds sterling into US dollars will be treated as US-source ordinary income or loss.
TAXATION OF CAPITAL GAINS
Gain or loss realised by a US holder on a sale or other disposition of ADSs or ordinary shares will generally be subject to US federal income tax as capital gain or loss in an amount equal to the difference between the US holder’s tax basis in the ADSs or ordinary shares disposed of and the amount realised on the disposition, in each case as determined in US dollars. Gains or losses, if any, will generally be US-source and will be long-term if the US Holder held the ADSs or ordinary shares for more than one year. The deductibility of losses is subject to limitations.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Dividends paid on, and the sale proceeds from, ADSs or ordinary shares that are made within the US or through certain US-related financial intermediaries may be subject to information reporting and backup withholding requirements unless the US holder:
– | is a corporation or other exempt recipient, or |
– | in the case of backup withholding, the US holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. |
The amount of any backup withholding from a payment to a US holder will be allowed as a credit against the US holder’s US federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
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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.
ENFORCEABILITY OF CIVIL LIABILITIES
Lloyds Banking Group plc is a public limited company incorporated under the laws of Scotland. Most of Lloyds Banking Group plc’s directors and executive officers and certain of the experts named herein are residents of the UK. A substantial portion of the assets of Lloyds Banking Group plc, its subsidiaries and such persons, are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon all such persons or to enforce against them in US courts judgments obtained in such courts, including those predicated upon the civil liability provisions of the federal securities laws of the United States. Furthermore, Lloyds Banking Group plc has been advised by its solicitors that there is doubt as to the enforceability in the UK, in original actions or in actions for enforcement of judgments of US courts, of certain civil liabilities, including those predicated solely upon the federal securities laws of the United States.
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Set out below is a summary of certain risk factors which could affect Lloyds Banking Group’s future results and may cause them to differ from expected results materially. The factors discussed below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties that Lloyds Banking Group’s businesses face. This section should be read in conjunction with the more detailed information contained in this document, including as set forth in sections entitled “Business”, “Regulation” and “Operating and financial review and prospects”. For information on Lloyds Banking Group’s risk management policies and procedures (including the elevation of certain existing risks to principal risks during 2019), see “Lloyds Banking Group — Operating and financial review and prospects — Risk Management”.
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 U.S., Asia and globally |
The Group’s businesses are subject to inherent and indirect risks arising from general and sector-specific economic conditions in the markets in which it operates, particularly the UK, where the Group’s earnings are predominantly generated, and the Group’s operations are increasingly concentrated following the strategic reduction of its international presence. Whilst the Group’s revenues are predominantly generated in the United Kingdom, the Group does have some credit exposure in countries outside the UK even if it does not have direct exposure or a presence in such countries. Any significant macroeconomic deterioration in the UK and/or other economies such as the slowing of economic growth significantly below long-term average levels, rising unemployment, reduced corporate profitability, reduced personal income levels, inflationary pressures, including those arising from the sterling’s depreciation, reduced UK Government and/or consumer expenditure, increased corporate, SME or personal insolvency rates, borrowers’ reduced ability to repay loans, increased tenant defaults, fluctuations in commodity prices and changes in foreign exchange rates could have a material adverse effect on the results of operations, financial condition or prospects of the Group.
In the Eurozone for example, the pace of economic recovery, which has lagged behind that of other advanced countries following the global recession, has started to slow. High levels of private and public debt, continued weakness in the financial sector and reform fatigue remain a concern. Conversely, further monetary policy stimulus from the European Central Bank could undermine financial stability by encouraging a further build-up of unsustainable debt. In addition, increased political uncertainty in the Eurozone, and fragmentation risk in the EU and UK, could create financial instability and have a negative impact on the Eurozone and global economies. Any default on the sovereign debt of a Eurozone country and the resulting impact on other Eurozone countries, including the potential that some countries could leave the Eurozone, could materially affect the capital and the funding position of participants in the banking industry, including the Group.
Moreover, the effects on the UK, European and global economies of the exit of one or more EU member states from the Economic and Monetary Union, or the redenomination of financial instruments from the Euro to a different currency, are extremely uncertain and very difficult to predict and protect fully against in view of: (i) the potential for economic and financial instability in the Eurozone and possibly in the UK; (ii) the lasting impact on governments’ financial positions of the global financial crisis; (iii) the uncertain legal position; and (iv) the fact that many of the risks related to the business are totally, or in part, outside the control of the Group. If any such events were to occur, they may result in: (a) significant market dislocation; (b) heightened counterparty risk; (c) an adverse effect on the management of market risk and, in particular, asset and liability management due, in part, to redenomination of financial assets and liabilities; (d) an indirect risk of counterparty failure; or (e) further political uncertainty in the UK or other countries, any of which could have a material adverse effect on the results of operations, financial condition or prospects of the Group.
In addition, the effects on the UK, European and global economies of the uncertainties arising from the results of the referendum and the process of the UK’s exit from the EU are difficult to predict but may include economic and financial instability in the UK, Europe and the global economy and the other types of risks described in “Regulatory and Legal Risks– Legal and regulatory risk arising from the UK’s exit from the European Union could adversely impact the Group’s business, results of operations, financial condition and prospects”. In the event of any substantial weakening in the UK’s economic growth, the possible policy of decreases in interest rates by the Bank of England or sustained low or negative interest rates would put further pressure on the Group’s interest margins and adversely affect the Group’s profitability and prospects. Furthermore, such market conditions may also result in an increase in the Group’s pension deficit.
In addition, whilst it is possible that the current U.S. administration’s economic policies might have an adverse effect on U.S. and global growth as well as global trade prospects, it is also possible that expansionary policies could boost U.S. and international growth temporarily at a time of limited spare capacity resulting in higher U.S. inflation and interest rates which could in turn significantly impact global investor risk appetite and pricing expectations, sparking elevated financial market volatility and a tightening of financial conditions. Concerns remain around the impact of increased tariffs on trade between the U.S. and other nations including China, Canada and the EU. The potential for escalation of trade disputes and any retaliatory actions taken may adversely impact the global economic outlook.
Developing macroeconomic uncertainty in emerging markets, in particular the slowdown of international trade and industrial production, the high and growing level of debt in China and the risk of a sharp slowdown in Chinese economic growth, which may be exacerbated by attempts to de-risk its highly leveraged economy, or a devaluation of the Renminbi could pose threats to global economic recovery. External debt levels are higher now in emerging markets than before the global financial crisis, which could lead to higher levels of defaults and non-performing loans, in particular in an environment of rising interest rates.
Any adverse changes affecting the economies of the countries in which the Group has significant direct and indirect credit exposures and any further deterioration in global macroeconomic conditions, including as a result of geopolitical events, global health issues, acts of war or terrorism, could have a material adverse effect on the Group’s results of operations, financial condition or prospects.
2. | 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 |
The Group has exposures to many different products, counterparties, obligors and other contractual relationships and the credit quality of its exposures can have a significant impact on the Group’s earnings. Credit risk exposures are categorised as either “retail” or “corporate” and reflect the risks inherent in the Group’s lending and lending-related activities and its insurance business primarily in respect of investment holdings and exposures to reinsurers.
Adverse changes in the credit quality of the Group’s UK and/or international borrowers and counterparties or collateral held in support of exposures, or in their behaviour or businesses, may reduce the value of the Group’s assets and materially increase the Group’s write-downs and allowances for impairment losses. Credit risk can be affected by a range of factors outside the Group’s control, which include but are not limited to an adverse economic environment, reduced UK and global consumer and/or government spending and benefits, inflation, changes in the credit rating of individual
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RISK FACTORS
counterparties, the debt levels of individual contractual counterparties, increased unemployment, reduced asset values, increased personal or corporate insolvency levels, falling stock and bond/other financial markets, reduced corporate profits, over-indebtedness, changes in interest rates or foreign exchange rates, counterparty challenges to the interpretation or validity of contractual arrangements, an increase in credit spreads, changes to insolvency regimes which make it harder to enforce against counterparties, changes in consumer and customer demands and requirements, negative reputational impact or direct campaigns which adversely impact customers, industries or sectors and any external factors of a political, legislative, environmental or regulatory nature, including changes in accounting rules and changes to tax legislation and rates.
In particular, the Group has exposure to concentration risk where its business activities focus particularly on a single obligor, related/connected group of obligors or a similar type of customer (borrower, sovereign, financial institution or central counterparty), product, industrial sector or geographic location, including the UK.
The Group’s credit exposure includes residential mortgage lending (in the UK and, to a lesser extent, the Netherlands) and commercial real estate lending, including lending secured against secondary and tertiary commercial assets in the UK. As a result, decreases in residential or commercial property values and/or increases in tenant defaults are likely to lead to higher impairment charges, which could materially affect the Group’s results of operations, financial condition or prospects. The Group’s retail customer portfolios will remain strongly linked to the UK economic environment, with house price deterioration, unemployment increases, inflationary pressures, consumer over-indebtedness and prolonged low or rising interest rates among the factors that may impact secured and unsecured retail credit exposures. Deterioration in used vehicle prices, including as a result of changing consumer demand, could result in increased provisions and/or losses and/or accelerated depreciation charges. The Group also has significant credit exposure to certain individual counterparties in higher risk and cyclical asset classes and sectors (such as commercial real estate, financial intermediation, manufacturing, leveraged lending, oil and gas and related sectors, hotels, commodities trading, automotive and related sectors, construction, agriculture, consumer-related sectors (such as retail and leisure), housebuilders and outsourcing services).
The Group’s corporate lending portfolio also contains substantial exposure to large and mid-sized, public and private companies. Exposures to sectors that have experienced cyclical weakness in recent years, coupled with a historic strategy of taking large single name concentrations to non-listed companies and entrepreneurs, and taking exposure at various levels of the capital structure, may give rise to (albeit reducing) single name and risk capital exposure. As in the UK, the Group’s lending business overseas is also exposed to a small number of long-term customer relationships and these single name concentrations place the Group at risk of loss should default occur. Any disruption to the liquidity or transparency of the financial markets may result in the Group’s inability to sell or syndicate securities, loans or other instruments or positions held (including through underwriting), thereby leading to concentrations in these positions. These concentrations could expose the Group to losses if the mark-to-market value of the securities, loans or other instruments or positions declines causing the Group to take write-downs. Moreover, the inability to reduce the Group’s positions not only increases the market and credit risks associated with such positions, but also increases the level of risk-weighted assets on the Group’s balance sheet, thereby increasing its capital requirements and funding costs, all of which could materially adversely affect the Group’s results of operations, financial condition or prospects. The Group’s corporate portfolios are also susceptible to “fallen angel” risk, that is, the probability of significant default increases following material unexpected events, resulting in the potential for large losses.
In addition, all lending decisions, and decisions related to other exposures (including, but not limited to, undrawn commitments, derivative, equity, contingent and/ or settlement risks), are dependent on the Group’s assessment of each customer’s ability to repay and the value of any underlying security. There is an inherent risk that the Group has incorrectly assessed the credit quality and/or the ability or willingness of borrowers to repay, possibly as a result of incomplete or inaccurate disclosure by those borrowers or as a result of the inherent uncertainty that is involved in the exercise of constructing and using models to estimate the risk of lending to counterparties.
3. | The Group’s businesses are subject to inherent risks concerning liquidity and funding, particularly if the availability of traditional sources of funding such as retail deposits or the access to wholesale funding markets becomes more limited |
Liquidity and funding continues to remain a key area of focus for the Group and the industry as a whole. Like all major banks, the Group is dependent on confidence in the short and long-term wholesale funding markets. The Group relies on customer savings and transmission balances, as well as ongoing access to the global wholesale funding markets to meet its funding needs. The ability of the Group to gain access to wholesale and retail funding sources on satisfactory economic terms is subject to a number of factors outside its control, such as liquidity constraints, general market conditions, regulatory requirements, the encouraged or mandated repatriation of deposits by foreign wholesale or central bank depositors and the level of confidence in the UK banking system.
The Group’s profitability or solvency could be adversely affected if access to liquidity and funding is constrained, made more expensive for a prolonged period of time or if the Group experiences an unusually high and unforeseen level of withdrawals. In such circumstances, the Group may not be in a position to continue to operate or meet its regulatory minimum liquidity requirements without additional funding support, which it may be unable to access (including government and central bank facilities).
The Group is also subject to the risk of deterioration of the commercial soundness and/or perceived soundness of other financial services institutions within and outside the UK. Financial services institutions that deal with each other are interrelated as a result of trading, investment, clearing, counterparty and other relationships. This presents systemic risk and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the Group interacts on a daily basis, any of which could have a material adverse effect on the Group’s ability to raise new funding. A default by, or even concerns about the financial resilience of, one or more financial services institutions could lead to further significant systemic liquidity problems, or losses or defaults by other financial institutions, which could have a material adverse effect on the Group’s results of operations, financial condition or prospects.
Corporate and institutional counterparties may also seek to reduce aggregate credit exposures to the Group (or to all banks) which could increase the Group’s cost of funding and limit its access to liquidity. The funding structure employed by the Group may also prove to be inefficient, thus giving rise to a level of funding cost where the cumulative costs are not sustainable over the longer term.
In addition, medium-term growth in the Group’s lending activities will rely, in part, on the availability of retail deposit funding on appropriate terms, which is dependent on a variety of factors outside the Group’s control, such as general macroeconomic conditions and market volatility, the confidence of retail depositors in the economy, the financial services industry and the Group, as well as the availability and extent of deposit guarantees. Increases in the cost of retail deposit funding will impact on the Group’s margins and affect profit, and a lack of availability of retail deposit funding could have a material adverse effect on the Group’s future growth. Any loss in consumer confidence in the Group could significantly increase the amount of retail deposit withdrawals in a short period of time. See “Economic and Financial Risks – 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 U.S., Asia and globally”.
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In recent years, the Group has also made use of central bank funding schemes such as the Bank of England’s Term Funding Scheme and Funding for Lending Scheme. Following the closures of these schemes in 2018, the Group has to replace matured central bank scheme funding, which could cause an increased dependence on term funding issuances. If the wholesale funding markets were to suffer stress or central bank provision of liquidity to the financial markets is abruptly curtailed, or the Group’s credit ratings are downgraded, it is likely that wholesale funding will prove more difficult to obtain.
Any of the refinancing or liquidity risks mentioned above, in isolation or in concert, could have a material adverse effect on the Group’s results or operations and its ability to meet its financial obligations as they fall due.
4. | A reduction in the Group’s longer-term credit rating could materially adversely affect the Group’s results of operations, financial condition or prospects |
Rating agencies regularly evaluate the Group and the Company, and their ratings of longer-term debt are based on a number of factors which can change over time, including the Group’s financial strength as well as factors not entirely within the Group’s control, including conditions affecting the financial services industry generally, and the legal and regulatory frameworks affecting the Group’s legal structure, business activities and the rights of its creditors. In light of the difficulties in the financial services industry and the financial markets, there can be no assurance that the Group or the Company will maintain their current ratings. The credit rating agencies may also revise the ratings methodologies applicable to issuers within a particular industry or political or economic region. If credit rating agencies perceive there to be adverse changes in the factors affecting an issuer’s credit rating, including by virtue of change to applicable ratings methodologies, the credit rating agencies may downgrade, suspend or withdraw the ratings assigned to an issuer and/or its securities. Downgrades of the Group’s longer-term credit rating could lead to additional collateral posting and cash outflow, significantly increase its borrowing costs, limit its issuance capacity in the capital markets and weaken the Group’s competitive position in certain markets.
5. | 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 |
The Group’s businesses are inherently subject to risks in financial markets including changes in, and increased volatility of, interest rates, inflation rates, credit spreads, foreign exchange rates, commodity, equity, bond and property prices and the risk that its customers act in a manner which is inconsistent with the Group’s business, pricing and hedging assumptions. Movements in these markets will continue to have a significant impact on the Group in a number of key areas.
For example, adverse market movements have had and may continue to have an adverse effect, upon the financial condition of the defined benefit pension schemes of the Group. The schemes’ main exposures are to real rate risk and credit spread risk. These risks arise from two main sources: the “AA” corporate bond liability discount rate and asset holdings.
In addition, the Group’s banking and trading activities are also subject to market movements. For example, changes in interest rate levels, interbank margins over official rates, yield curves and spreads affect the interest rate margin realised between lending and borrowing costs. The potential for future volatility and margin changes remains. Competitive pressures on fixed rates or product terms in existing loans and deposits may restrict the Group in its ability to change interest rates applying to customers in response to changes in official and wholesale market rates.
The insurance business of the Group is exposed indirectly to equity and credit markets through the value of future management charges on policyholder funds. Credit spread and interest rate risk within insurance primarily arises from bonds and loans used to back annuities. The performance of the investment markets will thus have a direct impact upon the profit from investment contracts and on the insurance value in force and the Group’s results of operations, financial condition or prospects.
Changes in foreign exchange rates, including with respect to the U.S. dollar and the Euro, may also have a material adverse effect the Group’s financial position and/or forecasted earnings.
6. | 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 |
The Group has exposures to securities, derivatives and other investments, including asset-backed securities, structured investments and private equity investments that are recorded by the Group at fair value, which may be subject to further negative fair value adjustments in view of the volatile global markets and challenging economic environment.
In volatile markets, hedging and other risk management strategies (including collateralisation and the purchase of credit default swaps) may not be as effective as they are in normal market conditions, due in part to the decreasing credit quality of hedge counterparties, and general illiquidity in the markets within which transactions are executed.
In circumstances where fair values are determined using financial valuation models, the Group’s valuation methodologies may require it to make assumptions, judgements and estimates in order to establish fair value. These valuation models are complex and the assumptions used are difficult to make and are inherently uncertain. This uncertainty may be amplified during periods of market volatility and illiquidity. Any consequential impairments, write-downs or adjustments could have a material adverse effect on the Group’s results of operations, capital ratios, financial condition or prospects.
Any of these factors could cause the value ultimately realised by the Group for its securities and other investments to be lower than their current fair value or require the Group to record further negative fair value adjustments, which may have a material adverse effect on its results of operations, financial condition or prospects.
7. | Any tightening of monetary policy in jurisdictions in which the Group operates could affect the financial condition of its customers, clients and counterparties, including governments and other financial institutions |
Quantitative easing measures implemented by major central banks, adopted alongside record low interest rates to support recovery from the global financial crisis, have arguably helped loosen financial conditions and reduce borrowing costs. These measures may have supported liquidity and valuations for asset classes that are vulnerable to rapid price corrections as financial conditions tighten, potentially causing losses to investors and increasing the risk of default on the Group’s exposure to these sectors.
Monetary policy in the United Kingdom and in the markets in which the Group operates has been highly accommodative in recent years, however there remains considerable uncertainty as to the direction of interest rates and the pace of change, as set by the Bank of England and other major central banks. In the UK, monetary policy has further been supported by the Bank of England and HM Treasury “Funding for Lending” scheme (which closed in January 2018), the “Help to Buy” scheme (which closed in November 2019), the “Term Funding Scheme” (which closed in February 2018) and the purchase of corporate bonds in the UK. However, such a long period of stimulus has increased uncertainty over the impact of its reduction, which could
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lead to a risk of higher borrowing costs in wholesale markets, generally weaker than expected growth, or even contracting gross domestic product (“GDP”), reduced business and consumer confidence, higher levels of unemployment or underemployment, adverse changes to levels of inflation and falling property prices in the markets in which the Group operates, and consequently to an increase in delinquency rates and default rates among its customers. Similar risks result from the low level of inflation in developed economies, which in Europe particularly could deteriorate into sustained deflation if policy measures prove ineffective and economic growth weakens. Reduced monetary stimulus and the actions and commercial soundness of other financial institutions have the potential to impact market liquidity. The adverse impact on the credit quality of the Group’s customers and counterparties, coupled with a decline in collateral values, could lead to a reduction in recoverability and value of the Group’s assets and higher levels of expected credit loss allowances, which could have an adverse effect on the Group’s operations, financial condition or prospects.
8. | The Group’s insurance business and defined benefit pension schemes are subject to insurance risks |
The insurance business of the Group is exposed to short-term and longer-term variability arising from uncertain longevity due to annuity portfolios. The Group’s defined benefit pension schemes are also exposed to longevity risk. Increases in life expectancy (longevity) beyond current allowances will increase the cost of annuities and pension scheme benefits and may adversely affect the Group’s financial condition and results of operations.
Customer behaviour in the insurance business may result in increased cancellations or ceasing of contributions at a rate in excess of business assumptions. Consequent reduction in policy persistency and fee income would have an adverse impact upon the profitability of the insurance business of the Group.
The insurance business of the Group is also exposed to the risk of uncertain insurance claim rates. For example, extreme weather conditions can result in high property damage claims and higher levels of theft can increase claims on home insurance. These claims rates may differ from business assumptions and negative developments may adversely affect the Group’s financial condition and results of operations.
To a lesser extent the insurance business is exposed to mortality, morbidity and expense risk. Adverse developments in any of these factors may adversely affect the Group’s financial condition and results of operations.
9. | 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 the Group’s results of operations, financial condition or prospects |
The Group continually seeks to limit and manage counterparty credit risk exposure to market counterparties. Credit value adjustment (“CVA”) and funding value adjustment (“FVA”) reserves are held against uncollateralised derivative exposures and a risk management framework is in place to mitigate reserve value changes. CVA is an expected loss calculation that incorporates current market factors including counterparty credit spreads. FVA reserves are held to capitalise the cost of funding uncollateralised derivative exposures. The Group also calculates a debit value adjustment to reflect own credit spread risk as part of the fair value of derivative liabilities.
Deterioration in the creditworthiness of financial counterparties, or large adverse financial market movements, could impact the size of CVA and FVA reserves and result in a material charge to the Group’s profit and loss account which could have a material adverse effect on the Group’s results of operations, financial condition or prospects.
10. | The Group is exposed to risks related to the uncertainty surrounding the integrity and continued existence of reference rates |
Reference rates and indices, including interest rate benchmarks, such as the London Interbank Offered Rate (“LIBOR”) and the Euro Interbank Offered Rate (“EURIBOR”), which are used to determine the amounts payable under financial instruments or the value of such financial instruments (“Benchmarks”), have, in recent years, been the subject of political and regulatory scrutiny as to how they are created and operated. This has resulted in regulatory reform and changes to existing Benchmarks, with further changes anticipated. These reforms and changes may cause a Benchmark to perform differently than it has done in the past or to be discontinued.
At this time, it is not possible to predict the overall effect (including financial impacts) of any such reforms and changes, any establishment of alternative reference rates or any other reforms to these reference rates that may be enacted, including the potential or actual discontinuance of LIBOR publication, any transition away from LIBOR or ongoing reliance on LIBOR for some legacy products.
Uncertainty as to the nature of such potential changes, alternative reference rates (including, without limitation, SONIA, €STER and SOFR or term versions of those rates) or other reforms may adversely affect a broad array of financial products, including any LIBOR-based or EURIBOR-based securities, loans and derivatives that are included in the Group’s financial assets and liabilities, that use these reference rates and may impact the availability and cost of hedging instruments and borrowings. If any of these reference rates are no longer available, the Group may incur additional expenses in effecting the transition from such reference rates, and may be subject to disputes, which could have an adverse effect on the Group’s results of operations. In addition, it can have important operational impacts through the Group’s systems and infrastructure as all systems will need to account for the changes in the reference rates. Any of these factors may have a material adverse effect on the Group’s 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 |
The Group and its businesses are subject to legislation, regulation, court proceedings, policies and voluntary codes of practice in the UK, the EU and the other markets in which the Group operates which are impacted by factors beyond the Group’s control, including:
(i) | general changes in government, central bank or regulatory policy, or changes in regulatory regimes that may influence investor decisions in particular markets in which the Group operates, and which may change the structure of those markets and the products offered or may increase the costs of doing business in those markets; | |
(ii) | external bodies applying or interpreting standards, laws, regulations or contracts differently to the Group; | |
(iii) | an uncertain and rapidly evolving prudential regulatory environment which could materially adversely affect the Group’s ability to maintain liquidity and increase its funding costs; | |
(iv) | changes in competitive and pricing environments, including markets investigations, or one or more of the Group’s regulators intervening to mandate the pricing of the Group’s products, as a consumer protection measure; |
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(v) | one or more of the Group’s regulators intervening to prevent or delay the launch of a product or service, or prohibiting an existing product or service; | |
(vi) | further requirements relating to financial reporting, corporate governance, corporate structure and conduct of business and employee compensation; | |
(vii) | expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign ownership; | |
(viii) | changes to regulation and legislation relating to economic and trading sanctions, money laundering and terrorist financing; and | |
(ix) | regulatory changes which influence business strategy, particularly the rate of growth of the business, or which impose conditions on the sales and servicing of products, which have the effect of making such products unprofitable or unattractive to sell. |
These laws and regulations include (i) increased regulatory oversight, particularly in respect of conduct issues; (ii) prudential regulatory developments, including ring-fencing; and (iii) increased legislative requirements, such as the Banking Reform Act, the Competition and Market Authority Open Banking programme, the Second Payment Services Directive (“PSD2”), the General Data Protection Regulation (“GDPR”), Markets in Financial Instruments Directive (“MiFID II”), which is made up of MiFID (2014/65/EU) and the Markets in Financial Instruments Regulation (MiFIR - 600/2014/EU), and the Deposit Guarantee Schemes Directive 2014/49/EU (the “recast DGSD”).
Unfavourable developments across any of these areas as a result of the factors above could materially affect the Group’s ability to maintain appropriate liquidity, increase its funding costs, constrain the operation of its business and/or have a material adverse effect on the Group’s business, results of operations and financial condition.
2. | The Group faces risks associated with its compliance with a wide range of laws and regulations |
The Group is exposed to risk associated with compliance with laws and regulations, including:
(i) | certain aspects of the Group’s activities and business may be determined by the relevant authorities, the Financial Ombudsman Service (the “FOS”), or the courts, to have not been conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the Ombudsman’s opinion; | |
(ii) | the possibility of alleged mis-selling of financial products or the mishandling of complaints related to the sale of such products by or attributed to a member of the Group, resulting in disciplinary action or requirements to amend sales processes, withdraw products, or provide restitution to affected customers, all of which may require additional provisions; | |
(iii) | risks relating to compliance with, or enforcement actions in respect of, existing and/or new regulatory or reporting requirements, including as a result of a change in focus of regulation or a transfer of responsibility for regulating certain aspects of the Group’s activities and business to other regulatory bodies; | |
(iv) | contractual and other obligations may either not be enforceable as intended or may be enforced against the Group in an adverse way; | |
(v) | the intellectual property of the Group (such as trade names) may not be adequately protected; | |
(vi) | the Group may be liable for damages to third-parties harmed by the conduct of its business; and | |
(vii) | the risk of regulatory proceedings, enforcement actions and/or private litigation, arising out of regulatory investigations or otherwise (brought by individuals or groups of plaintiffs) in the UK and other jurisdictions. |
Regulatory and legal actions pose a number of risks to the Group, including substantial monetary damages or fines, the amounts of which are difficult to predict and may exceed the amount of provisions set aside to cover such risks. See “Regulatory and Legal Risks – The financial impact of legal proceedings and regulatory risks might be material but 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, as has been the case in respect of payment protection insurance redress payments”. In addition, the Group may be subject, including as a result of regulatory actions, to other penalties and injunctive relief, civil or private litigation arising out of a regulatory investigation or otherwise, the potential for criminal prosecution in certain circumstances and regulatory restrictions on the Group’s business, all of which can have a negative effect on the Group’s reputation as well as taking a significant amount of management time and resources away from the implementation of the Group’s strategy.
The Group may settle litigation or regulatory proceedings prior to a final judgement or determination of liability to avoid the cost, management efforts or negative business, regulatory or reputational consequences of continuing to contest liability, even when the Group believes that it has no liability or when the potential consequences of failing to prevail would be disproportionate to the costs of settlement. Furthermore, the Group may, for similar reasons, reimburse counterparties for their losses even in situations where the Group does not believe that it is legally compelled to do so. Failure to manage these risks adequately could materially affect the Group, both financially and reputationally.
3. | Legal and regulatory risk arising from the UK’s exit from the European Union could adversely impact the Group’s business, operations, financial condition and prospects |
Following the UK’s exit from the EU, there remains significant uncertainty around the terms of their future trade agreement. This uncertainty may be exacerbated by the possible re-emergence of a further Scottish independence referendum and / or differential arrangements for Northern Ireland relative to the rest of the UK.
The Group is subject to substantial EU-derived laws, regulation and oversight, which will be impacted as a result of the UK’s exit from the EU. In particular, after the transition period, the Group and its counterparties may no longer be able to rely on the European passporting framework for financial services. This could result in the loss of customers and / or the requirement for the Group to apply for authorisation in further EU jurisdictions where it is to continue business, with associated costs and operational considerations. Any actions taken as a result of the ongoing uncertainty, as well as new or amended legislation and regulation, may have a significant impact on the Group’s operations, profitability and business model.
4. | The Group and its subsidiaries are subject to resolution planning requirements |
The Bank of England and the PRA have published final rules for a resolvability assessment framework (the “Resolvability Assessment Framework”), with full implementation of the framework required by 2022. This will require the Group to carry out a detailed assessment of its preparations for resolution. The new rules on the Resolvability Assessment Framework may affect the way in which the Group manages its business and ultimately impact the
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profitability of the Group. Further, the publication of the outcome of such assessment may affect the way the Company and the Group is perceived by the market which, in turn, may affect the secondary market value of its securities.
5. | The Group and its subsidiaries are subject to regulatory actions which may be taken in the event of a bank or Group failure |
Under the Banking Act 2009, as amended, (the “Banking Act”), substantial powers have been granted to HM Treasury, the Bank of England and the PRA and FCA (together, the “Authorities”) as part of the special resolution regime (the “SRR”). These powers enable the Authorities to deal with and stabilise UK-incorporated institutions with permission to accept deposits (including members of the Group) and their parent entities (including the Company) if they are failing or are likely to fail to satisfy certain threshold conditions.
The SRR consists of five stabilisation options: (i) transfer of all or part of the business of the relevant entity or the shares of the relevant entity to a private sector purchaser; (ii) transfer of all or part of the business of the relevant entity to a “bridge bank” established and wholly owned by the Bank of England; (iii) transfer all or part of the relevant entity or “bridge bank” to an asset management vehicle; (iv) making of one or more resolution instruments by the Bank of England; and (v) temporary public ownership of the relevant entity. HM Treasury may also take a parent company of a relevant entity into temporary public ownership where certain conditions are met. Certain ancillary powers include the power to modify contractual arrangements in certain circumstances. The powers granted to resolution authorities under the Bank Recovery and Resolution Directive (“BRRD”) include, but are not limited to: (i) a “write-down and conversion power” relating to Tier 1 and Tier 2 capital instruments and (ii) a “bail-in” power relating to the majority of unsecured liabilities (including the capital instruments and senior unsecured debt securities issued by the Group). Such loss absorption powers give resolution authorities the ability to write-down or write-off all or a portion of the claims of certain unsecured creditors of a failing institution or group and/or to convert certain debt claims into another security, including ordinary shares of the surviving group entity, if any. Such resulting ordinary shares may be subject to severe dilution, transfer for no consideration, write-down or write-off. Generally, losses are to be taken in accordance with the priority of claims under normal insolvency proceedings. The Banking Act and secondary legislation made thereunder provides certain limited safeguards for creditors in specific circumstances. For example, a holder of debt securities issued by the Company should not suffer a worse outcome than it would in insolvency proceedings. However, this “no creditor worse off” safeguard may not apply in relation to an application of the write-down and conversion power in circumstances where a stabilisation power is not also used; holders of debt instruments which are subject to the power may, however, have ordinary shares transferred to or issued to them by way of compensation. The exercise of mandatory write-down and conversion power under the Banking Act or any suggestion of such exercise could, therefore, materially adversely affect the rights of the holders of equity and debt securities and the price or value of their investment and/or the ability of the Group to satisfy its obligations under such debt securities.
Resolution authorities also have powers to amend the terms of contracts (for example, varying the maturity of a debt instrument) and to override events of default or termination rights that might be invoked as a result of the exercise of the resolution powers, which could have a material adverse effect on the rights of holders of the equity and debt securities issued by the Group, including through a material adverse effect on the price of such securities. The Banking Act also gives the Bank of England the power to override, vary or impose contractual obligations between a UK bank, its holding company and its group undertakings for reasonable consideration, in order to enable any transferee or successor bank to operate effectively. There is also power for HM Treasury to amend the law (excluding provisions made by or under the Banking Act) for the purpose of enabling it to use the regime powers effectively, potentially with retrospective effect.
The determination that securities and other obligations issued by the Group will be subject to loss absorption is likely to be inherently unpredictable and may depend on a number of factors which may be outside of the Group’s control. This determination will also be made by the relevant UK resolution authority and there may be many factors, including factors not directly related to the Company or the Group, which could result in such a determination. Because of this inherent uncertainty and given that both BRRD and the relevant provisions of the Banking Act remain untested in practice, it will be difficult to predict when, if at all, the exercise of a loss absorption power may occur which would result in a principal write-off or conversion to other securities, including the ordinary shares of the Company. Moreover, as the criteria that the relevant UK resolution authority will be obliged to consider in exercising any loss absorption power provide it with considerable discretion, holders of the securities issued by the Group may not be able to refer to publicly available criteria in order to anticipate a potential exercise of any such power and consequently its potential effect on the Group and the securities issued by the Group.
Potential investors in the securities issued by the Group should consider the risk that a holder may lose some or all of its investment, including the principal amount plus any accrued interest, if such statutory loss absorption measures are acted upon. The BRRD and applicable state aid rules provide that, other than in certain limited circumstances set out in the BRRD, extraordinary governmental financial support will only be available to the Group as a last resort once the write-down and conversion powers and resolution tools referred to above have been exploited to the maximum extent possible. Accordingly, it is unlikely that investors in securities issued by the Company will benefit from such support even if it were provided.
Holders of the Group’s securities may have limited rights or no rights to challenge any decision of the relevant UK resolution authority to exercise the UK resolution powers or to have that decision reviewed by a judicial or administrative process or otherwise. Accordingly, trading behaviour in respect of such securities is not necessarily expected to follow the trading behaviour associated with other types of securities that are not subject to such resolution powers. Further, the introduction or amendment of such recovery and resolution powers, and/or any implication or anticipation that they may be used, may have a significant adverse effect on the market price of such securities, even if such powers are not used.
The minimum requirement for own funds and eligible liabilities (“MREL”) applies to EU and UK financial institutions and covers own funds and debt instruments that are capable of being written-down or converted to equity in order to prevent a financial institution or its group from failing in a crisis. The Bank of England has set a final MREL conformance date of 1 January 2022 with interim compliance required by 1 January 2020.
In addition, the Group’s costs of doing business may increase by amendments made to the Banking Act in relation to deposits covered by the UK Financial Services Compensation Scheme (the “FSCS”). The Group contributes to compensation schemes such as the FSCS in respect of banks and other authorised financial services firms that are unable to meet their obligations to customers. Further provisions in respect of these costs are likely to be necessary in the future. The ultimate cost to the industry, which will also include the cost of any compensation payments made by the FSCS and, if necessary, the cost of meeting any shortfall after recoveries on the borrowings entered into by the FSCS, remains uncertain but may be significant and may have a material effect on the Group’s business, results of operations or financial condition.
6. | The Group is subject to the risk of having insufficient capital resources and / or not meeting liquidity requirements |
If the Group has, or is perceived to have, a shortage of regulatory capital or to be unable to meet its regulatory minimum liquidity requirements, then it may be subject to regulatory interventions and sanctions and may suffer a loss of confidence in the market with the result that access to sources of liquidity and funding may become constrained, more expensive or unavailable. This, in turn, may affect the Group’s capacity to continue its business operations, pay future dividends and make other distributions or pursue acquisitions or other strategic opportunities, impacting future growth potential.
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See also the risk factor above entitled “The Group’s businesses are subject to inherent risks concerning liquidity and funding, particularly if the availability of traditional sources of funding such as retail deposits or the access to wholesale funding markets becomes more limited”.
A shortage of capital could arise from (i) a depletion of the Group’s capital resources through increased costs or liabilities and reduced asset values which could arise as a result of the crystallisation of credit-related risks, regulatory and legal risks, business and economic risks, operational risks, financial soundness-related risks and other risks; and/or (ii) an increase in the amount of capital that is needed to be held; and/or (iii) changes in the manner in which the Group is required to calculate its capital and/or the risk-weightings applied to its assets. This might be driven by a change to the actual level of risk faced by the Group or to changes in the minimum capital required by legislation or by the regulatory authorities. For example, an aggregated risk-weighted asset output floor has been proposed by the Basel Committee with a transitional period from 2022 to 2027. There remains uncertainty until such rules are translated into draft European and UK legislation. Further, in the context of the UK’s departure from the EU, the application of the output floor in the United Kingdom will be a matter for the UK legislature and the Group’s prudential regulators.
If, in response to higher capital requirements or a shortage, or perceived shortage, of regulatory capital, the Group raises additional capital through the issuance of shares, existing shareholders may experience a dilution of their holdings. If a capital or debt instrument is converted to ordinary shares as a result of a trigger within the contractual terms of the instrument or through the exercise of statutory powers then, depending upon the terms of the conversion, existing shareholders may experience a dilution of their holdings. Separately, the Group may address a shortage of capital by acting to reduce leverage exposures and/or risk-weighted assets, for example by way of business disposals. Such actions may impact the profitability of the Group.
Whilst the Group monitors current and expected future capital, MREL and liquidity requirements, including having regard to both leverage and risk weighted assets-based requirements, and seeks to manage and plan the prudential position accordingly and on the basis of current assumptions regarding future regulatory capital and liquidity requirements, there can be no assurance that the assumptions will be accurate in all respects or that it will not be required to take additional measures to strengthen its capital or liquidity position. Market expectations as to capital and liquidity levels may also increase, driven by, for example, the capital and liquidity levels (or targets) of peer banking groups.
The Group’s borrowing costs and access to capital markets, as well as its ability to lend or carry out certain aspects of its business, could also be affected by future prudential regulatory developments more generally, including (i) evolving European and global prudential and regulatory changes, including the application of final CRRII and CRD V rules from June 2021, and the implementation of Basel IV reforms in Europe and the UK; (ii) regulatory changes in other jurisdictions to which the Group has exposure and (iii) the evolving regulatory and legal impacts of the UK’s exit from the EU.
Any of the risks mentioned above could have a material adverse effect on the Group’s liquidity, results of operations, its ability to continue its business operations and its financial condition.
7. | The financial impact of legal 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, as has been the case in respect of payment protection insurance (“PPI”) redress payments |
Where provisions have already been taken in published financial statements of the Group or results announcements for ongoing legal or regulatory matters, these have been recognised, in accordance with IAS 37 (“Provisions, Contingent Liabilities and Contingent Assets”) (“IAS 37”), as the best estimate of the expenditure required to settle the obligation as at the reporting date. Such estimates are inherently uncertain and it is possible that the eventual outcomes may differ materially from current estimates, resulting in future increases or decreases to the required provisions, or actual losses that exceed or fall short of the provisions taken.
Excluding MBNA Limited (“MBNA”), the Group increased provisions for expected PPI costs by a further £2.5 billion in the year ended 31 December 2019. The charge in 2019 related largely to a significant increase in PPI information requests (PIRs) leading up to the deadline for submission of claims on 29 August 2019, associated administration costs and costs associated with the Official Receiver.
This brings the total amount provided for at the end of 2019 to £21.9 billion, of which £1.6 billion remains unutilised relating to complaints and associated administration costs.
With regard to MBNA, as announced in December 2016, the Group’s exposure is capped at £240 million and is already provided for through an indemnity received from Bank of America. MBNA increased its PPI provision by £367 million in the year ended 31 December 2019 but the Group’s exposure continues to remain capped at £240 million under this indemnity.
Provisions have not been taken where no obligation (as defined in IAS 37) has been established, whether associated with a known or potential future litigation or regulatory matter. Accordingly, an adverse decision in any such matters could result in significant losses to the Group which have not been provided for. Such losses would have an adverse impact on the Group’s financial condition and operations.
In November 2014, the UK Supreme Court ruled in Plevin v Paragon Personal Finance Limited [2014] UKSC 61 (“Plevin”) that failure to disclose to a customer a “high” commission payment on a single premium PPI policy sold with a consumer credit agreement created an unfair relationship between the lender and the borrower under s140 of the Consumer Credit Act 1974. It did not define a tipping point above which commission was deemed “high”. The disclosure of commission was not a requirement of the FSA’s (now FCA’s) Insurance: Conduct of Business sourcebook rules for the sale of general insurance (including PPI). Permission to appeal the redress outcome in the Plevin case was refused by the Court of Appeal in July 2015 and by the President of the Family Division in November 2015.
In November 2015 and August 2016, the FCA consulted on the introduction of a two year industry deadline by which consumers would need to make their PPI complaints or lose their right to have them assessed, and proposed rules and guidance about how firms should handle PPI complaints fairly in light of the Plevin judgment discussed above. On 2 March 2017, the FCA confirmed an industry deadline of 29 August 2019. The FCA’s rules to address Plevin commenced on 29 August 2017. The industry deadline also applies to the handling of these complaints. It is anticipated that the industry deadline could have encouraged eligible consumers to bring their claims earlier than would have otherwise been expected in the absence of an industry deadline for having complaints assessed. The FCA’s rules, issued on 2 March 2017, could have a material adverse effect on the Group’s reputation, business, financial condition, results of operations and prospects.
Further, no assurance can be given that the Group will not incur liability in connection with any past, current or future non-compliance with legislation or regulation, and any such non-compliance could be significant and materially adversely affect the Group’s reputation, business, financial condition, results of operations and prospects.
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8. | The Group must comply with anti-money laundering, counter terrorist financing, anti-bribery and sanctions regulations, and a failure to prevent or detect any illegal or improper activities fully or on a timely basis could negatively impact customers and expose the Group to liability |
The Group is required to comply with applicable anti-money laundering, anti-terrorism, sanctions, anti-bribery and other laws and regulations in the jurisdictions in which it operates. These extensive laws and regulations require the Group, amongst other things, to adopt and enforce “know-your-customer” policies and procedures and to report suspicions of money laundering and terrorist financing, and in some countries specific transactions to the applicable regulatory authorities. These laws and regulations have become increasingly complex and detailed, require improved systems and sophisticated monitoring and compliance personnel, and have become the subject of enhanced government and regulatory supervision.
The Group has adopted policies and procedures aimed at detecting and preventing the use of its banking network and services for money laundering, financing terrorism, bribery, tax evasion, human trafficking, modern day slavery, wildlife trafficking and related activities. These controls, however, may not eliminate instances where third parties seek to use the Group’s products and services to engage in illegal or improper activities. In addition, while the Group reviews its relevant counterparties’ internal policies and procedures with respect to such matters, the Group, to a large degree, relies upon its relevant counterparties to maintain and properly apply their own appropriate anti-money laundering procedures. Such measures, procedures and compliance may not be effective in preventing third parties from using the Group (and its relevant counterparties) as a conduit for money laundering and terrorist financing (including illegal cash operations) without the Group’s (and its relevant counterparties’) knowledge. If the Group is associated with, or even accused of being associated with, or becomes a party to, money laundering or terrorist financing, the Group’s reputation could suffer and it could become subject to fines, sanctions and/or legal enforcement (including being added to any “black lists” that would prohibit certain parties from engaging in transactions with the Group), any one of which could have a material adverse effect on the Group’s results of operations, financial condition and prospects.
Furthermore, failure to comply with trade and economic sanctions, both primary and secondary (which are frequently subject to change by relevant governments and agencies in the jurisdictions in which the Group operates) and failure to comply fully with other applicable compliance laws and regulations, may result in the imposition of fines and other penalties on the Group, including the revocation of licences. In addition, the Group’s business and reputation could suffer if customers use its banking network for money laundering, financing terrorism, or other illegal or improper purposes.
9. | 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 |
Tax risk is the risk associated with changes in taxation rates, applicable tax laws, misinterpretation of such tax laws, disputes with relevant tax authorities in relation to historic transactions, or conducting a challenge to a relevant tax authority. Failure to manage this risk adequately could cause the Group to suffer losses due to additional tax charges and other financial costs including penalties. Such failure could lead to adverse publicity, reputational damage and potentially costs materially exceeding current provisions, in each case to an extent which could have an adverse effect on the Group’s results of operations, financial condition or prospects.
BUSINESS AND OPERATIONAL RISKS
1. | Operational risks, including the risk that the Group fails to design resilience into business operations, underlying infrastructure and controls, including weaknesses or failures in the Group’s processes, systems and security, and risks due to reliance on third party services and products could materially adversely affect the Group’s operations |
Operational risks, through inadequate or failed processes, systems (including financial reporting and risk monitoring processes) or security, or from people-related or external events, including the risk of fraud and other criminal acts carried out against the Group, are present in the Group’s businesses. The Group’s businesses are dependent on processing and reporting accurately and efficiently a high volume of complex transactions across numerous and diverse products and services, in different currencies and subject to a number of different legal and regulatory regimes. Any weakness or errors in these processes, systems or security could have an adverse effect on the Group’s results, reporting of such results, and on the ability to deliver appropriate customer outcomes during the affected period which may lead to an increase in complaints and damage to the reputation of the Group.
Specifically, failure to develop, deliver or maintain effective IT solutions in line with the Group’s operating environment could have a material adverse impact on customer service and business operations. Any prolonged loss of service availability could damage the Group’s ability to service its customers, could result in compensation costs and could cause long-term damage to the Group’s business and brand. See “Business and Operational Risks - The Group’s business is subject to risks related to cybercrime.”
Third parties such as suppliers and vendors upon which the Group relies for important products and services could also be sources of operational risk, specifically with regard to security breaches affecting such parties. The Group may be required to take steps to protect the integrity of its operational systems, thereby increasing its operational costs. Additionally, any problems caused by these third parties, including as a result of their not providing the Group their services for any reason, their performing their services poorly, or employee misconduct, could adversely affect the Group’s ability to deliver products and services to customers and otherwise to conduct business. Replacing these third party vendors or moving critical services from one provider to another could also entail significant delays and expense.
The Group is also exposed to risk of fraud, cyberattack and other criminal activities (both internal and external) due to the operational risks inherent in banking operations. These risks are also present when the Group relies on outside suppliers or vendors to provide services to the Group and its customers. Fraudsters may target any of the Group’s products, services and delivery channels, including lending, internet banking, payments, bank accounts and cards. This may result in financial loss to the Group and/or the Group’s customers, poor customer experience, reputational damage, potential litigation and regulatory proceedings. Industry reported gross fraud losses have continued to increase as both financial institutions and their customers are targeted. Fraud losses and their impacts on customers and the wider society are now an increasing priority for consumer groups, regulators and the UK Government. Any weakness or errors in the Group’s processes, systems or security could have an adverse effect on the Group’s results and on the ability to deliver appropriate customer responses, which may lead to an increase in complaints and damage to the Group’s reputation. Please see “Regulatory and Legal Risks – The Group must comply with anti-money laundering, counter terrorist financing, anti-bribery and sanctions regulations, and a failure to prevent or detect any illegal or improper activities fully or on a timely basis could negatively impact customers and expose the Group to liability”.
2. | The Group is exposed to conduct risk |
The Group is exposed to various forms of conduct risk in its operations. Conduct risk is the risk of customer detriment due to poor design, distribution and execution of products and services or other activities which could undermine the integrity of the market or distort competition, leading to unfair customer outcomes, regulatory censure and financial and reputational loss. Such risks are inherent in banking services. Forms of conduct risk include business and strategic planning that does not sufficiently consider customer need (leading to products being offered beyond target markets and
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mis-selling of financial products), ineffective management and monitoring of products and their distribution (which could result in customers receiving unfair outcomes), customer communications that are unclear, unfair, misleading or untimely (which could impact customer decision-making and result in customers receiving unfair outcomes), a culture that is not sufficiently customer-centric (potentially driving improper decision-making and unfair outcomes for customers), outsourcing of customer service and product delivery via third-parties that do not have the same level of control, oversight and customer-centric culture as the Group (which could result in potentially unfair or inconsistent customer outcomes), the possibility of alleged mis-selling of financial products (which could require amendments to sales processes, withdrawal of products or the provision of restitution to affected customers, all of which may require additional provisions in the Group’s financial accounts), ineffective management of customer complaints or claims (which could result in customers receiving unfair outcomes), ineffective processes or procedures to support customers, including those in potentially vulnerable circumstances (which could result in customers receiving unfair outcomes or treatments which do not support their needs), and poor governance of colleagues’ incentives and rewards and approval of schemes which drive unfair customer outcomes. Ineffective management and oversight of legacy conduct issues can also result in customers who are undergoing remediation being unfairly treated and therefore further rectification being required. The Group is also exposed to the risk of engaging in, or failing to manage, conduct which could constitute market abuse, undermine the integrity of a market in which it is active, distort competition or create conflicts of interest. Each of these risks can lead to regulatory censure, reputational damage, regulatory intervention/enforcement, the imposition of lengthy remedial redress programmes and financial penalties or other loss for the Group, all of which could have a material adverse effect on the Group’s results of operations, financial condition or prospects.
3. | The Group’s business is subject to risks related to cybercrime |
The Group holds personally identifiable information on its systems aligned to product and services delivered to customers. Protection is delivered in accordance with data protection legislation, including GDPR. In certain international locations, there are additional regulatory requirements that must be followed for business conducted in that jurisdiction. In the U.S., for example, the Company was required from February 2018 to formally attest that it complies with specific cyber security requirements put forth by the New York State Department of Financial Services in Part 500 of Title 23 of the Official Compilation of Codes, Rules and Regulations of the State of New York.
The Group’s IT infrastructure, and that of third parties on whom the Group relies, may be vulnerable to cyber-attacks, malware, denial of services, unauthorised access and other events that have a security impact. Such an event may impact the confidentiality or integrity of the Group’s or its clients’, employees’ or counterparties’ information or the availability of services to customers. As a result of such an event or a failure in the Group’s cyber security policies, the Group could experience material financial loss, loss of competitive position, regulatory actions, breach of client contracts, reputational harm or legal liability, which, in turn, could have a material adverse effect on the Group’s results of operations, financial condition or prospects. The Group may be required to spend additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures, and it may be subject to litigation and financial losses that are either not insured against fully or not fully covered through any insurance that it maintains. The Group is committed to continued participation in industry-wide activity relating to cyber risk. This includes working with relevant regulatory and government departments to evaluate the approach the Group is taking to mitigate this risk and sharing relevant information across the financial services sector.
4. | The Group is subject to the emerging risks associated with climate change |
The risks associated with climate change are coming under an increasing focus, both in the UK and internationally, from governments, regulators and large sections of society. These risks include: physical risks, arising from climate and weather-related events of increasing severity and/or frequency; transition risks resulting from the process of adjustment towards a lower carbon economy (including stranded, redundant or prohibited assets); and liability risks arising from the Group or clients experiencing litigation or reputational damage as a result of sustainability issues.
Physical risks from climate change arise from a number of factors and relate to specific weather events and longer term shifts in the climate. The nature and timing of extreme weather events are uncertain but they are increasing in frequency and their impact on the economy is predicted to be more acute in the future. The potential impact on the economy includes, but is not limited to, lower GDP growth, higher unemployment and significant changes in asset prices and profitability of industries. Such risks could lead to deteriorating claims experience for the Group’s general insurance business, out of line with the original assessment of risk that was used to set price and capital adequacy. This could pose a threat to both profitability and the strength of the solvency position of the general insurance business. Climate change related increases in risk could also necessitate the withdrawal of cover from areas that become uninsurable due to extreme inundation risk, opening the Group up to reputational damage in its withdrawal of such support. The physical risks could also lead to the disruption of business activity at client’s locations. In addition, the Group’s premises and resilience may also suffer physical damage due to weather events leading to increased costs for the Group.
The move towards a low-carbon economy will also create transition risks, due to potential significant and rapid developments in the expectations of policymakers, regulators and society resulting in policy, regulatory and technological changes which could impact the Group. These risks may cause the impairment of asset values, impact the creditworthiness of clients of the Group, and impact defaults among retail customers (including through the ability of customers to repay their mortgages, as well as the impact on the value of the underlying property), which could result in currently profitable business deteriorating over the term of agreed facilities. They may also adversely affect a policyholder’s returns.
In January 2020, the Group announced an ambitious goal to work with customers, government and the market to help reduce the emissions the Group finances by more than 50 percent by 2030 (see Environmental Matters – Helping the transition to a sustainable low carbon economy). Achieving this goal will require, among other things: customers to change their behaviours; governments to introduce new policies, incentives and to invest in infrastructure; new market developments; and technological advancements. If these changes, most of which are out of the Group’s control, do not occur, the Group may have difficulty achieving its targets. Furthermore, in order to reach its targets, the Group will need to further develop sustainable finance products and may be required to alter its business model.
If the Group does not adequately embed the risks associated with climate change identified above into its risk framework to appropriately measure, manage and disclose the various financial and operational risks it faces as a result of climate change, or fails to adapt its strategy and business model to the changing regulatory requirements and market expectations on a timely basis, this could have an adverse impact on the Group’s results of operations, financial condition and prospects.
5. | The Group’s businesses are conducted in competitive environments, with increased competition scrutiny, and the Group’s financial performance depends upon management’s ability to respond effectively to competitive pressures and scrutiny |
The markets for UK financial services, and the other markets within which the Group operates, are competitive, and management expects such competition to continue or intensify. This expectation is due to competitor behaviour, new entrants to the market (including a number of new retail banks as well as non-traditional financial services providers), consumer demand, technological changes such as the growth of digital banking, and the impact of regulatory actions and other factors. The Group’s financial performance and its ability to maintain existing or capture additional market share depends significantly upon the competitive environment and management’s response thereto.
The competitive environment can be, and is, influenced by intervention by the UK Government competition authorities and/or European regulatory bodies and/or governments of other countries in which the Group operates, including in response to any perceived lack of competition within these markets. This may significantly impact the competitive position of the Group relative to its international competitors, which may be subject to different forms of government intervention.
The Competition and Markets Authority (the “CMA”) launched a full market investigation into competition in the SME banking and personal current account (“PCA”) markets in November 2014 and published its final report on 9 August 2016, followed by the Retail Banking Market Investigation Order 2017 on 2 February 2017. The key final remedies include: the introduction of “Open Banking”, the publication of service quality information and
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customer information prompts. Recommendations were also made regarding improvements to current account switching, monthly maximum charges for PCA overdraft users, overdraft notifications and additional measures to assist small business in comparing the different products available.
Additionally, the internet and mobile technologies are changing customer behaviour and the competitive environment. There has been a steep rise in customer use of mobile banking over the last four years. The Group faces competition from established providers of financial services as well as from banking business developed by non-financial companies, including technology companies with strong brand recognition.
As a result of any restructuring or evolution in the market, there may emerge one or more new viable competitors in the UK banking market or a material strengthening of one or more of the Group’s existing competitors in that market. Any of these factors or a combination thereof could result in a significant reduction in the profit of the Group.
6. | The Group could fail to attract or retain senior management or other key employees |
The Group’s success depends on its ability to attract, retain and develop high calibre talent. If the Group was to unexpectedly lose a member of its key management or fail to maintain one of the strategic relationships of the Group’s key management team, its business and results of operations could be materially adversely affected.
In addition, the Group also relies upon the services of other third-party providers for certain services and it may exercise limited control over the activities and business practices of these providers and any inability on the Group’s part to maintain satisfactory commercial relationships with them or their failure to provide quality services could adversely affect the Group’s business.
Attracting additional and retaining existing skilled personnel is fundamental to the continued growth of the Group’s business. Personnel costs, including salaries, are increasing as the general level of prices and the standard of living increases in the countries in which the Group does business and as industry-wide demand for suitably qualified personnel increases. No assurance can be given that the Group will successfully attract new personnel or retain existing personnel required to continue to expand the Group’s business and to successfully execute and implement the Group’s business strategy. In addition, the uncertainty resulting from the UK’s exit from the EU on foreign nationals’ long-term residency permissions in the UK may make it challenging for the Group to retain and recruit colleagues with relevant skills and experience.
7. | 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 |
In order to maintain and enhance the Group’s strategic position, it continues to invest in new initiatives and programmes. The Group acknowledges the challenges faced with delivering these initiatives and programmes alongside the extensive agenda of regulatory and legal changes whilst safely operating existing systems and controls.
As the Group continues to deliver this strategy there is considerable focus on digitisation and ensuring the Group meets customer demands through digital and mobile platforms.
The successful completion of these programmes and the Group’s other strategic initiatives requires ongoing subjective and complex judgements, including forecasts of economic conditions in various parts of the world, and can be subject to significant risks. For example, the Group’s ability to execute its strategic initiatives successfully may be adversely impacted by a significant global macroeconomic downturn, legacy issues, limitations in the Group’s management or operational capacity and capability or significant and unexpected regulatory change in countries in which the Group operates.
Failure to execute the Group’s strategic initiatives successfully could have an adverse effect on the Group’s ability to achieve the stated targets and other expected benefits of these initiatives, and there is also a risk that the costs associated with implementing such initiatives may be higher than expected or benefits may be lesser than expected. Both of these factors could materially adversely impact the Group’s results of operations, financial condition or prospects.
8. | The Group may be unable to fully capture the expected value from acquisitions, which could materially and adversely affect the Group’s results of operations, financial condition or prospects |
The Group may from time to time undertake acquisitions as part of its growth strategy, which could subject the Group to a number of risks, such as: (i) the rationale and assumptions underlying the business plans supporting the valuation of a target business may prove inaccurate, in particular with respect to synergies and expected commercial demand; (ii) the Group may fail to successfully integrate any acquired business, including its technologies, products and personnel; (iii) the Group may fail to retain key employees, customers and suppliers of any acquired business; (iv) the Group may be required or wish to terminate pre-existing contractual relationships, which could prove costly and/or be executed at unfavourable terms and conditions; (v) the Group may fail to discover certain contingent or undisclosed liabilities in businesses that it acquires, or its due diligence to discover any such liabilities may be inadequate; and (vi) it may be necessary to obtain regulatory and other approvals in connection with certain acquisitions and there can be no assurance that such approvals will be obtained and even if granted, that there will be no burdensome conditions attached to such approvals, all of which could materially and adversely affect the Group’s results of operations, financial conditions or prospects.
9. | The Group could be exposed to industrial action and increased labour costs resulting from a lack of agreement with trade unions |
Within the Group, there are currently two recognised unions for the purposes of collective bargaining. Combined, these collective bargaining arrangements apply to around 95 per cent of the Group’s total workforce.
Where the Group or its employees or their unions seek to change any of their contractual terms, a consultation and negotiation process is undertaken. Such a process could potentially lead to increased labour costs or, in the event that any such negotiations were to be unsuccessful and result in formal industrial action, the Group could experience a work stoppage that could materially adversely impact its business, financial condition and results of operations.
10. | The Group’s financial statements are based, in part, on assumptions and estimates |
The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
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The consolidated financial statements are prepared using judgements, estimates and assumptions based on information available at the reporting date. If one or more of these judgements, estimates and assumptions is subsequently revised as a result of new factors or circumstances emerging, there could be a material adverse effect on the Group’s results of operations, financial condition or prospects and a corresponding impact on its funding requirements and capital ratios.
11. | The Company is dependent on the receipt of dividends from its subsidiaries to meet its obligations, including its payment obligations with respect to its debt securities |
The Company is a non-operating holding company. The principal sources of the Company’s income are, and are expected to continue to be, distributions from operating subsidiaries which also hold the principal assets of the Group. As a separate legal entity, the Company relies on such distributions in order to be able to meet its obligations (including its payment obligations with respect to its debt securities), and to create distributable reserves for payment of dividends to ordinary shareholders.
The ability of the Company’s subsidiaries (including subsidiaries incorporated outside the UK) to pay dividends and the Company’s ability to receive distributions from its investments in other entities will also be subject not only to their financial performance but also to applicable local laws and other restrictions. These restrictions could include, among others, any regulatory requirements, leverage requirements, any statutory reserve requirements and any applicable tax laws. There may also be restrictions as a result of current or forthcoming ring-fencing requirements, including those relating to the payment of dividends and the maintenance of sufficient regulatory capital on a sub-consolidated basis at the level of the ring-fenced bank sub-group. These laws and restrictions could limit the payment of dividends and distributions to the Company by its subsidiaries and any other entities in which it holds an investment from time to time, which could restrict the Company’s ability to meet its obligations and/or to pay dividends to ordinary shareholders.
12. | The Company may not pay a dividend on its ordinary shares in any given financial/calendar year |
The determination of the Board of Directors of the Company (the “Board”) in any given year of whether the Company can or should pay a dividend on its ordinary shares, or the amount of such dividend, is subject to a number of factors.
The Board must determine the optimum level of investment to responsibly foster growth and to fund investment initiatives in the business, including organic growth or growth through acquisitions as part of its growth strategy, as well as the appropriate level of capital for the Group to retain to meet current and evolving regulatory requirements and to cover uncertainties.
These determinations will change year to year based on the performance of the Group’s business in general, factors affecting its financial position (including capital, funding, liquidity and leverage), the economic environment in which the Group operates, the contractual terms of certain of the Group’s regulatory capital securities and other factors outside of the Group’s control, which could arise as a result of the crystallisation of credit-related risks, regulatory and legal risks, business and economic risks, operational risks, financial soundness-related risks and other risks described herein, many of which may impact the amount of capital that is generated over the course of the year. The Board’s decisions in relation to these matters will have an impact on the ability of the Company to pay a dividend on its ordinary shares in any given year.
13. | Volatility in the price of the Company’s ordinary shares may affect the value of any investment in the Company |
The market price of the Company’s ordinary shares could be volatile and subject to significant fluctuations due to various factors, some of which may be unrelated to the Group’s operating performance or prospects. These include economic or political disruption in the main jurisdictions in which the Group operates, any regulatory changes affecting the Group’s operations, developments in the industry or its competitors, the operating and share price performance of other companies in the industries and markets in which the Group operates, the potential placing of large volumes of the Company’s ordinary shares in the market, or speculation about the Group’s business in the press, media or investment communities. Furthermore, the Group’s results of operations and prospects from time to time may vary from the expectations of rating agencies, market analysts or investors. Any of these events could result in volatility in the market prices of the Company’s ordinary shares. In general, prospective investors should be aware that the value of an investment in the Company’s ordinary shares may go down as well as up.
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This document contains certain forward looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and section 27A of the US Securities Act of 1933, as amended, with respect to the business, strategy, plans and/or results of Lloyds Banking Group plc together with its subsidiaries (the Group) and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Group’s or its directors’ and/or management’s beliefs and expectations, are forward looking statements.
Words such as ‘believes’, ‘anticipates’, ‘estimates’, ‘expects’, ‘intends’, ‘aims’, ‘potential’, ‘will’, ‘would’, ‘could’, ‘considered’, ‘likely’, ‘estimate’ and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements.
Examples of such forward looking statements include, but are not limited to: projections or expectations of the Group’s future financial position including profit attributable to shareholders, provisions, economic profit, dividends, capital structure, portfolios, net interest margin, capital ratios, liquidity, risk-weighted assets (RWAs), expenditures or any other financial items or ratios; litigation, regulatory and governmental investigations; the Group’s future financial performance; the level and extent of future impairments and write-downs; statements of plans, objectives or goals of the Group or its management including in respect of statements about the future business and economic environments in the UK and elsewhere including, but not limited to, future trends in interest rates, foreign exchange rates, credit and equity market levels and demographic developments; statements about competition, regulation, disposals and consolidation or technological developments in the financial services industry; and statements of assumptions underlying such statements.
By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will or may occur in the future.
Factors that could cause actual business, strategy, plans and/or results (including but not limited to the payment of dividends) to differ materially from forward looking statements made by the Group or on its behalf include, but are not limited to: general economic and business conditions in the UK and internationally; market related trends and developments; fluctuations in interest rates, inflation, exchange rates, stock markets and currencies; any impact of the transition from IBORs to alternative reference rates; the ability to access sufficient sources of capital, liquidity and funding when required; changes to the Group’s credit ratings; the ability to derive cost savings and other benefits including, but without limitation as a result of any acquisitions, disposals and other strategic transactions; the ability to achieve strategic objectives; changing customer behaviour including consumer spending, saving and borrowing habits; changes to borrower or counterparty credit quality; concentration of financial exposure; management and monitoring of conduct risk; instability in the global financial markets, including Eurozone instability, instability as a result of uncertainty surrounding the exit by the UK from the European Union (EU) and as a result of such exit and the potential for other countries to exit the EU or the Eurozone and the impact of any sovereign credit rating downgrade or other sovereign financial issues; political instability including as a result of any UK general election; technological changes and risks to the security of IT and operational infrastructure, systems, data and information resulting from increased threat of cyber and other attacks; natural, pandemic and other disasters, adverse weather and similar contingencies outside the Group’s control; inadequate or failed internal or external processes or systems; acts of war, other acts of hostility, terrorist acts and responses to those acts, geopolitical, pandemic or other such events; risks relating to climate change; changes in laws, regulations, practices and accounting standards or taxation, including as a result of the exit by the UK from the EU, or a further possible referendum on Scottish independence; changes to regulatory capital or liquidity requirements and similar contingencies outside the Group’s control; the policies, decisions and actions of governmental or regulatory authorities or courts in the UK, the EU, the US or elsewhere including the implementation and interpretation of key legislation and regulation together with any resulting impact on the future structure of the Group; the ability to attract and retain senior management and other employees and meet its diversity objectives; actions or omissions by the Group’s directors, management or employees including industrial action; changes to the Group’s post-retirement defined benefit scheme obligations; the extent of any future impairment charges or write-downs caused by, but not limited to, depressed asset valuations, market disruptions and illiquid markets; the value and effectiveness of any credit protection purchased by the Group; the inability to hedge certain risks economically; the adequacy of loss reserves; the actions of competitors, including non-bank financial services, lending companies and digital innovators and disruptive technologies; and exposure to regulatory or competition scrutiny, legal, regulatory or competition proceedings, investigations or complaints.
Lloyds Banking Group may also make or disclose written and/or oral forward looking statements in reports filed with or furnished to the US Securities and Exchange Commission, Lloyds Banking Group annual reviews, half-year announcements, proxy statements, offering circulars, prospectuses, press releases and other written materials and in oral statements made by the directors, officers or employees of Lloyds Banking Group to third parties, including financial analysts.
Except as required by any applicable law or regulation, the forward looking statements contained in this document are made as of today’s date, and the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The information, statements and opinions contained in this document do not constitute a public offer under any applicable law or an offer to sell any securities or financial instruments or any advice or recommendation with respect to such securities or financial instruments.
191 |
|
LLOYDS BANKING GROUP STRUCTURE
The following subsidiaries are disclosed as principal subsidiaries in note 57 to the consolidated financial statements; the list below includes all significant subsidiaries, and certain other subsidiaries as noted below, of the Company at 31 December 2019.
Name of subsidiary undertaking |
Country of
registration/ incorporation |
Percentage of equity share
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 | Scotland | 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 |
* Indirect interest
1 | Subsidiary that does not meet quantitative threshold for significance. Included for consistency with the consolidated financial statements. |
192 |
|
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
F-1 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the board of directors and shareholders of Lloyds Banking Group plc
OPINIONS ON THE FINANCIAL STATEMENTS AND INTERNAL CONTROL OVER FINANCIAL REPORTING
We have audited the accompanying consolidated balance sheets of Lloyds Banking Group plc and its subsidiaries (the “Company”) as of 31 December 2019 and 31 December 2018, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated cash flow statements for each of the three years in the period ended 31 December 2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 31 December 2019 and 31 December 2018, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2019 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
CHANGES IN ACCOUNTING PRINCIPLES
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for financial instruments and revenue from contracts with customers in 2018.
BASIS FOR OPINIONS
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing on page 169 of the 2019 Annual Report on Form 20-F. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
DEFINITION AND LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
CRITICAL AUDIT MATTERS
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
ALLOWANCE FOR EXPECTED CREDIT LOSSES
As described in Notes 2, 3 and 20 to the consolidated financial statements, the allowance for expected credit losses (ECL) was £3,455 million as of 31 December 2019. The calculation of the allowance for ECL required management to make a number of judgments, assumptions and estimates. The most significant included probability of default, lifetime of an exposure, significant increase in credit risk, post-model adjustments and forward looking information. The measurement of the allowance for ECL is required to reflect a probability-weighted range of possible future outcomes. Alongside a defined central scenario three further scenarios are generated around specified points along the loss distribution to reflect the range of outcomes. The allowance for ECL for individual exposures takes into account the value of any collateral held, repayments, or other mitigants of loss.
The principal considerations for our determination that performing procedures relating to the allowance for ECL is a critical audit matter are (i) there was significant judgment by management in determining the allowance, which in turn led to a high degree of auditor subjectivity in
F-2 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
performing procedures related to the impairment models, key assumptions, such as probability of default and significant increase in credit risk, post-model adjustments, the expected future cash flows related to individual exposures, the determination of the central scenario and the economic model used to select and weight the three further economic scenarios, which were used to estimate the allowance, (ii) there was significant judgment and effort in evaluating audit evidence related to these models, judgments and assumptions used to determine the allowance and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the estimation process, which included controls over the data, models and assumptions used in determining the allowance for ECL. These procedures also included, among others, the involvement of professionals with specialised skill and knowledge to assist in testing management’s process to estimate the allowance for ECL including evaluating the appropriateness of methodology and models, evaluating the reasonableness of significant assumptions used in the impairment models, such as probability of default and significant increase in credit risk, and testing post model adjustments. It also included evaluating the reasonableness of key assumptions in the central scenario and the selection and weighting of the three further economic scenarios. Evaluating the assumptions used in the economic model involved assessing their reasonableness against external data and economic events that have occurred. We also assessed the reasonableness of the expected future cash flows related to individually assessed exposures.
PROVISION FOR PAYMENT PROTECTION INSURANCE
As described in Notes 3 and 38 to the consolidated financial statements, the provision for payment protection insurance (PPI) was £1,880 million as of 31 December 2019. The calculation of the provision for PPI requires the use of significant judgment. It involves forming a view on matters which are inherently uncertain such as the conversion ratio of PPI information requests to complaints.
The principal considerations for our determination that performing procedures relating to the provision for PPI is a critical audit matter are (i) there was significant judgment exercised by management in determining the provision, which in turn led to a high degree of auditor subjectivity in performing procedures related to the calculation model and key assumption, being the conversion ratio of PPI information requests to complaints, used to estimate the provision and (ii) there was significant judgment and effort in evaluating audit evidence related to the model and the key assumption used to determine the provision.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the calculation model used in determining the provision. These procedures also included, among others, testing management’s process to estimate the provision, including evaluating the appropriateness of the methodology and the model, and evaluating the reasonableness of the conversion ratio of PPI information requests to complaints. Evaluating this assumption involved assessing its reasonableness against historical data and comparing it to actual experience.
INSURANCE ACTUARIAL ASSUMPTIONS
As described in Notes 3, 25, 32 and 33 to the consolidated financial statements, the value of in-force business asset was £5,558 million and the liabilities arising from insurance contracts and participating investment contracts were £111,449 million as of 31 December 2019. The value of in-force business asset represents the present value of future profits expected to arise from the portfolio of in-force life insurance and participating investment contracts. The valuation of this asset and the liabilities arising from insurance contracts and participating investment contracts required management to make assumptions about future economic and operating conditions which are inherently uncertain. Some of the highly judgmental economic and non-economic assumptions used include future investment returns, future mortality rates, future expenses and future policyholder behaviour.
The principal considerations for our determination that performing procedures relating to insurance actuarial assumptions is a critical audit matter are (i) there was significant judgment by management to determine the actuarial assumptions, such as future investment returns, future mortality rates, future expenses and future policyholder behaviour, used to calculate the value of in-force business asset and the liabilities arising from insurance and participating contracts, (ii) there was significant judgment and audit effort to evaluate the evidence obtained related to these assumptions and (iii) the audit effort involved the use of professionals with specialised skill or knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the determination of the actuarial assumptions, such as the future investment returns, future mortality rates, future expenses and future policyholder behaviour. These procedures also included, among others, the involvement of professionals with specialised skill and knowledge to assist in assessing the reasonableness of the actuarial assumptions, and where appropriate, comparing them to peers in the insurance market or benchmarking data.
DEFINED BENEFIT OBLIGATION
As described in Notes 3 and 36 to the consolidated financial statements, the carrying value of the defined benefit obligation was £45,241 million as of 31 December 2019. The valuation of the defined benefit obligation required management to make a number of assumptions. The key assumptions are the discount rate applied to future cash flows, the rate of inflation and the expected lifetime of the schemes’ members. The discount rate is set by management with reference to market yields at the end of the reporting period on high quality corporate bonds in the currency and with a term consistent with the defined benefit pension schemes’ obligations. The rate of inflation is set by management with reference to market indices. The expected lifetime of the schemes’ members is set by management by considering latest market practice and actual experience in determining both current mortality expectations and the rate of future mortality improvement.
The principal considerations for our determination that performing procedures relating to the defined benefit obligation is a critical audit matter are (i) there was significant judgment by management to determine the discount rate to be applied to the future cash flows, the rate of inflation and the expected lifetime of the schemes’ members, which in turn led to significant auditor judgment and audit effort to evaluate the evidence obtained related to the actuarial models, inputs and assumptions and (ii) the audit effort involved the use of professionals with specialised skill or knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the estimation process, which included controls over data, models and key assumptions such as the discount rate applied to future cash flows, the rate of inflation and the expected lifetime of the schemes’ members, used to calculate the defined benefit obligation. These procedures also included, among others, the involvement of professionals with specialised skill and knowledge to assist in testing management’s process to estimate the defined benefit obligation, including evaluating the appropriateness of methodology and models, and evaluating the reasonableness of key assumptions, such as the discount rate, the rate of inflation and the expected lifetime of the schemes’ members. Evaluating the assumptions used in the models involved assessing their reasonableness by comparing them to our own independently determined benchmarks.
F-3 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
VALUATION OF CERTAIN LEVEL 3 FINANCIAL INSTRUMENT ASSETS
As described in Notes 3, 50 and 53 to the consolidated financial statements, the carrying value of the level 3 financial instrument assets held at fair value was £15,316 million as of 31 December 2019. Within this balance, there were two portfolios (Loans and advances to customers of £8,250 million and debt securities of £1,643 million) which are each concentrations of similar, non-traded assets. Loans and advances to customers classified as level 3 are valued using a discounted cash flow model. The key assumptions within this model include the credit ratings applied to borrowers and the illiquidity premiums. In relation to debt securities, where there is limited trading activity, management uses valuation models and consensus pricing information from third party pricing services to determine an appropriate valuation.
The principal considerations for our determination that performing procedures relating to the valuation of certain level 3 financial instrument assets is a critical audit matter are (i) there was judgment by management to determine the fair value of the level 3 financial instrument assets using valuation models which relied upon unobservable inputs, (ii) there was judgment required to evaluate the audit evidence obtained related to the valuation models, key assumptions, such as the credit ratings and illiquidity premiums, and consensus pricing information and (iii) the audit effort involved the use of professionals with specialised skill or knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the financial instrument assets, including controls over the methodology, key assumptions, such as the credit ratings and illiquidity premiums, and pricing information. These procedures also included, among others, the involvement of professionals with specialised skill and knowledge to assist in reviewing the methodology, assessing the reasonableness of key assumptions, such as the credit ratings and illiquidity premiums, and developing an independent range of prices and comparing these to management’s estimate.
/s/ PricewaterhouseCoopers LLP
London, United Kingdom
25 February 2020
We have served as the Company’s auditor since 1995.
F-4 |
|
for the year ended 31 December
2019 | 2018† | 2017† | ||||||||||||
Note | £ million | £ million | £ million | |||||||||||
Interest and similar income | 16,861 | 16,349 | 16,006 | |||||||||||
Interest and similar expense | (6,681 | ) | (2,953 | ) | (5,094 | ) | ||||||||
Net interest income | 5 | 10,180 | 13,396 | 10,912 | ||||||||||
Fee and commission income | 2,756 | 2,848 | 2,965 | |||||||||||
Fee and commission expense | (1,350 | ) | (1,386 | ) | (1,382 | ) | ||||||||
Net fee and commission income | 6 | 1,406 | 1,462 | 1,583 | ||||||||||
Net trading income | 7 | 18,288 | (3,876 | ) | 11,817 | |||||||||
Insurance premium income | 8 | 9,574 | 9,189 | 7,930 | ||||||||||
Other operating income | 9 | 2,908 | 1,920 | 1,995 | ||||||||||
Other income | 32,176 | 8,695 | 23,325 | |||||||||||
Total income | 42,356 | 22,091 | 34,237 | |||||||||||
Insurance claims | 10 | (23,997 | ) | (3,465 | ) | (15,578 | ) | |||||||
Total income, net of insurance claims | 18,359 | 18,626 | 18,659 | |||||||||||
Regulatory provisions | (2,895 | ) | (1,350 | ) | (2,165 | ) | ||||||||
Other operating expenses | (9,775 | ) | (10,379 | ) | (10,181 | ) | ||||||||
Total operating expenses | 11 | (12,670 | ) | (11,729 | ) | (12,346 | ) | |||||||
Trading surplus | 5,689 | 6,897 | 6,313 | |||||||||||
Impairment | 13 | (1,296 | ) | (937 | ) | (688 | ) | |||||||
Profit before tax | 4,393 | 5,960 | 5,625 | |||||||||||
Tax expense | 14 | (1,387 | ) | (1,454 | ) | (1,626 | ) | |||||||
Profit for the year | 3,006 | 4,506 | 3,999 | |||||||||||
Profit attributable to ordinary shareholders | 2,459 | 3,975 | 3,494 | |||||||||||
Profit attributable to other equity holders1 | 466 | 433 | 415 | |||||||||||
Profit attributable to equity holders | 2,925 | 4,408 | 3,909 | |||||||||||
Profit attributable to non-controlling interests | 81 | 98 | 90 | |||||||||||
Profit for the year | 3,006 | 4,506 | 3,999 | |||||||||||
Basic earnings per share | 15 | 3.5p | 5.5p | 4.9p | ||||||||||
Diluted earnings per share | 15 | 3.4p | 5.5p | 4.8p |
† | Restated, see note 1. |
The accompanying notes are an integral part of the consolidated financial statements.
F-5 |
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December
2019 | 20181 | 20171 | ||||||||||
£ million | £ million | £ million | ||||||||||
Profit for the year | 3,006 | 4,506 | 3,999 | |||||||||
Other comprehensive income | ||||||||||||
Items that will not subsequently be reclassified to profit or loss: | ||||||||||||
Post-retirement defined benefit scheme remeasurements: | ||||||||||||
Remeasurements before tax | (1,433 | ) | 167 | 628 | ||||||||
Tax | 316 | (47 | ) | (146 | ) | |||||||
(1,117 | ) | 120 | 482 | |||||||||
Movements in revaluation reserve in respect of equity shares held at fair value through other comprehensive income: | ||||||||||||
Change in fair value | – | (97 | ) | |||||||||
Tax | 12 | 22 | ||||||||||
12 | (75 | ) | ||||||||||
Gains and losses attributable to own credit risk: | ||||||||||||
(Losses) gains before tax | (419 | ) | 533 | (55 | ) | |||||||
Tax | 113 | (144 | ) | 15 | ||||||||
(306 | ) | 389 | (40 | ) | ||||||||
Share of other comprehensive income of associates and joint ventures | – | 8 | – | |||||||||
Items that may subsequently be reclassified to profit or loss: | ||||||||||||
Movements in revaluation reserve in respect of debt securities held at fair value through other comprehensive income: | ||||||||||||
Change in fair value | (30 | ) | (37 | ) | ||||||||
Income statement transfers in respect of disposals | (196 | ) | (275 | ) | ||||||||
Impairment recognised in the income statement | (1 | ) | – | |||||||||
Tax | 71 | 119 | ||||||||||
(156 | ) | (193 | ) | |||||||||
Movements in revaluation reserve in respect of available for sale financial assets: | ||||||||||||
Change in fair value | 303 | |||||||||||
Income statement transfers in respect of disposals | (446 | ) | ||||||||||
Income statement transfers in respect of impairment | 6 | |||||||||||
Tax | 63 | |||||||||||
(74 | ) | |||||||||||
Movement in cash flow hedging reserve: | ||||||||||||
Effective portion of changes in fair value taken to other comprehensive income | 1,209 | 234 | (363 | ) | ||||||||
Net income statement transfers | (608 | ) | (701 | ) | (651 | ) | ||||||
Tax | (148 | ) | 113 | 283 | ||||||||
453 | (354 | ) | (731 | ) | ||||||||
Currency translation differences (tax: nil) | (12 | ) | (8 | ) | (32 | ) | ||||||
Other comprehensive income for the year, net of tax | (1,126 | ) | (113 | ) | (395 | ) | ||||||
Total comprehensive income for the year | 1,880 | 4,393 | 3,604 | |||||||||
Total comprehensive income attributable to ordinary shareholders | 1,333 | 3,862 | 3,099 | |||||||||
Total comprehensive income attributable to other equity holders | 466 | 433 | 415 | |||||||||
Total comprehensive income attributable to equity holders | 1,799 | 4,295 | 3,514 | |||||||||
Total comprehensive income attributable to non-controlling interests | 81 | 98 | 90 | |||||||||
Total comprehensive income for the year | 1,880 | 4,393 | 3,604 |
1 | Restated, see note 1. |
The accompanying notes are an integral part of the consolidated financial statements.
F-6 |
|
at 31 December
2019 | 2018 | |||||||||
Note | £ million | £ million | ||||||||
Assets | ||||||||||
Cash and balances at central banks | 55,130 | 54,663 | ||||||||
Items in the course of collection from banks | 313 | 647 | ||||||||
Financial assets at fair value through profit or loss | 16 | 160,189 | 158,529 | |||||||
Derivative financial instruments | 17 | 26,369 | 23,595 | |||||||
Loans and advances to banks | 9,775 | 6,283 | ||||||||
Loans and advances to customers | 494,988 | 484,858 | ||||||||
Debt securities | 5,544 | 5,238 | ||||||||
Financial assets at amortised cost | 18 | 510,307 | 496,379 | |||||||
Financial assets at fair value through other comprehensive income | 21 | 25,092 | 24,815 | |||||||
Investments in joint ventures and associates | 22 | 304 | 91 | |||||||
Goodwill | 24 | 2,324 | 2,310 | |||||||
Value of in-force business | 25 | 5,558 | 4,762 | |||||||
Other intangible assets | 26 | 3,808 | 3,347 | |||||||
Property, plant and equipment | 27 | 13,104 | 12,300 | |||||||
Current tax recoverable | 7 | 5 | ||||||||
Deferred tax assets | 37 | 2,666 | 2,453 | |||||||
Retirement benefit assets | 36 | 681 | 1,267 | |||||||
Assets arising from reinsurance contracts held | 23,567 | 7,860 | ||||||||
Other assets | 28 | 4,474 | 4,575 | |||||||
Total assets | 833,893 | 797,598 |
The accompanying notes are an integral part of the consolidated financial statements.
F-7 |
|
CONSOLIDATED BALANCE SHEET
at 31 December
Equity and liabilities | Note |
2019
£ million |
2018
£ million |
|||||||
Liabilities | ||||||||||
Deposits from banks | 28,179 | 30,320 | ||||||||
Customer deposits | 421,320 | 418,066 | ||||||||
Items in course of transmission to banks | 373 | 636 | ||||||||
Financial liabilities at fair value through profit or loss | 29 | 21,486 | 30,547 | |||||||
Derivative financial instruments | 17 | 25,779 | 21,373 | |||||||
Notes in circulation | 1,079 | 1,104 | ||||||||
Debt securities in issue | 30 | 97,689 | 91,168 | |||||||
Liabilities arising from insurance contracts and participating investment contracts | 32 | 111,449 | 98,874 | |||||||
Liabilities arising from non-participating investment contracts | 34 | 37,459 | 13,853 | |||||||
Other liabilities | 35 | 20,333 | 19,633 | |||||||
Retirement benefit obligations | 36 | 257 | 245 | |||||||
Current tax liabilities | 187 | 377 | ||||||||
Deferred tax liabilities | 37 | 44 | – | |||||||
Other provisions | 38 | 3,323 | 3,547 | |||||||
Subordinated liabilities | 39 | 17,130 | 17,656 | |||||||
Total liabilities | 786,087 | 747,399 | ||||||||
Equity | ||||||||||
Share capital | 40 | 7,005 | 7,116 | |||||||
Share premium account | 41 | 17,751 | 17,719 | |||||||
Other reserves | 42 | 13,695 | 13,210 | |||||||
Retained profits | 43 | 3,246 | 5,389 | |||||||
Shareholders’ equity | 41,697 | 43,434 | ||||||||
Other equity instruments | 44 | 5,906 | 6,491 | |||||||
Total equity excluding non-controlling interests | 47,603 | 49,925 | ||||||||
Non-controlling interests | 203 | 274 | ||||||||
Total equity | 47,806 | 50,199 | ||||||||
Total equity and liabilities | 833,893 | 797,598 |
The accompanying notes are an integral part of the consolidated financial statements.
F-8 |
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December
Attributable to equity shareholders | ||||||||||||||||||||||||||||
Share capital
and premium £ million |
Other
reserves £ million |
Retained
profits £ million |
Total
£ million |
Other
equity instruments £ million |
Non-
controlling interests £ million |
Total
£ million |
||||||||||||||||||||||
Balance at 1 January 2019 | 24,835 | 13,210 | 5,389 | 43,434 | 6,491 | 274 | 50,199 | |||||||||||||||||||||
Comprehensive income | ||||||||||||||||||||||||||||
Profit for the year | – | – | 2,925 | 2,925 | – | 81 | 3,006 | |||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||
Post-retirement defined benefit scheme remeasurements, net of tax | – | – | (1,117 | ) | (1,117 | ) | – | – | (1,117 | ) | ||||||||||||||||||
Movements in revaluation reserve in respect of financial assets held at fair value through other comprehensive income, net of tax: | ||||||||||||||||||||||||||||
Debt securities | – | (156 | ) | – | (156 | ) | – | – | (156 | ) | ||||||||||||||||||
Equity shares | – | 12 | – | 12 | – | – | 12 | |||||||||||||||||||||
Gains and losses attributable to own credit risk, net of tax | – | – | (306 | ) | (306 | ) | – | – | (306 | ) | ||||||||||||||||||
Movements in cash flow hedging reserve, net of tax | – | 453 | – | 453 | – | – | 453 | |||||||||||||||||||||
Currency translation differences (tax: £nil) | – | (12 | ) | – | (12 | ) | – | – | (12 | ) | ||||||||||||||||||
Total other comprehensive income | – | 297 | (1,423 | ) | (1,126 | ) | – | – | (1,126 | ) | ||||||||||||||||||
Total comprehensive income | – | 297 | 1,502 | 1,799 | – | 81 | 1,880 | |||||||||||||||||||||
Transactions with owners | ||||||||||||||||||||||||||||
Dividends | – | – | (2,312 | ) | (2,312 | ) | – | (138 | ) | (2,450 | ) | |||||||||||||||||
Distributions on other equity instruments | – | – | (466 | ) | (466 | ) | – | – | (466 | ) | ||||||||||||||||||
Issue of ordinary shares | 107 | – | – | 107 | – | – | 107 | |||||||||||||||||||||
Share buyback | (189 | ) | 189 | (1,095 | ) | (1,095 | ) | – | – | (1,095 | ) | |||||||||||||||||
Redemption of preference shares | 3 | (3 | ) | – | – | – | – | – | ||||||||||||||||||||
Issue of other equity instruments (note 44) | – | – | (3 | ) | (3 | ) | 896 | – | 893 | |||||||||||||||||||
Redemptions of other equity instruments (note 44) | – | – | – | – | (1,481 | ) | – | (1,481 | ) | |||||||||||||||||||
Movement in treasury shares | – | – | (3 | ) | (3 | ) | – | – | (3 | ) | ||||||||||||||||||
Value of employee services: | ||||||||||||||||||||||||||||
Share option schemes | – | – | 71 | 71 | – | – | 71 | |||||||||||||||||||||
Other employee award schemes | – | – | 165 | 165 | – | – | 165 | |||||||||||||||||||||
Changes in non-controlling interests | – | – | – | – | – | (14 | ) | (14 | ) | |||||||||||||||||||
Total transactions with owners | (79 | ) | 186 | (3,643 | ) | (3,536 | ) | (585 | ) | (152 | ) | (4,273 | ) | |||||||||||||||
Realised gains and losses on equity shares held at fair value through other comprehensive income | – | 2 | (2 | ) | – | – | – | – | ||||||||||||||||||||
At 31 December 2019 | 24,756 | 13,695 | 3,246 | 41,697 | 5,906 | 203 | 47,806 |
Further details of movements in the Group’s share capital, reserves and other equity instruments are provided in notes 40, 41, 42, 43 and 44.
The accompanying notes are an integral part of the consolidated financial statements.
F-9 |
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December
Attributable to equity shareholders | ||||||||||||||||||||||||||||
Share capital
and premium £ million |
Other
reserves £ million |
Retained
profits £ million |
Total
£ million |
Other
equity instruments £ million |
Non-
controlling interests £ million |
Total
£ million |
||||||||||||||||||||||
Balance at 31 December 2017 | 24,831 | 13,815 | 4,905 | 43,551 | 5,355 | 237 | 49,143 | |||||||||||||||||||||
Adjustment on adoption of IFRS 9 and IFRS 15 | – | (262 | ) | (929 | ) | (1,191 | ) | – | – | (1,191 | ) | |||||||||||||||||
Balance at 1 January 2018 | 24,831 | 13,553 | 3,976 | 42,360 | 5,355 | 237 | 47,952 | |||||||||||||||||||||
Comprehensive income | ||||||||||||||||||||||||||||
Profit for the year1 | – | – | 4,408 | 4,408 | – | 98 | 4,506 | |||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||
Post-retirement defined benefit scheme remeasurements, net of tax | – | – | 120 | 120 | – | – | 120 | |||||||||||||||||||||
Share of other comprehensive income of associates and joint ventures | – | – | 8 | 8 | – | – | 8 | |||||||||||||||||||||
Movements in revaluation reserve in respect of financial assets held at fair value through other comprehensive income, net of tax: | ||||||||||||||||||||||||||||
Debt securities | – | (193 | ) | – | (193 | ) | – | – | (193 | ) | ||||||||||||||||||
Equity shares | – | (75 | ) | – | (75 | ) | – | – | (75 | ) | ||||||||||||||||||
Gains and losses attributable to own credit risk, net of tax | – | – | 389 | 389 | – | – | 389 | |||||||||||||||||||||
Movements in cash flow hedging reserve, net of tax | – | (354 | ) | – | (354 | ) | – | – | (354 | ) | ||||||||||||||||||
Currency translation differences (tax: £nil) | – | (8 | ) | – | (8 | ) | – | – | (8 | ) | ||||||||||||||||||
Total other comprehensive income | – | (630 | ) | 517 | (113 | ) | – | – | (113 | ) | ||||||||||||||||||
Total comprehensive income | – | (630 | ) | 4,925 | 4,295 | – | 98 | 4,393 | ||||||||||||||||||||
Transactions with owners | ||||||||||||||||||||||||||||
Dividends | – | – | (2,240 | ) | (2,240 | ) | – | (61 | ) | (2,301 | ) | |||||||||||||||||
Distributions on other equity instruments1 | – | – | (433 | ) | (433 | ) | – | – | (433 | ) | ||||||||||||||||||
Issue of ordinary shares | 162 | – | – | 162 | – | – | 162 | |||||||||||||||||||||
Share buyback | (158 | ) | 158 | (1,005 | ) | (1,005 | ) | – | – | (1,005 | ) | |||||||||||||||||
Issue of other equity instruments | – | – | (5 | ) | (5 | ) | 1,136 | – | 1,131 | |||||||||||||||||||
Movement in treasury shares | – | – | 40 | 40 | – | – | 40 | |||||||||||||||||||||
Value of employee services: | ||||||||||||||||||||||||||||
Share option schemes | – | – | 53 | 53 | – | – | 53 | |||||||||||||||||||||
Other employee award schemes | – | – | 207 | 207 | – | – | 207 | |||||||||||||||||||||
Total transactions with owners | 4 | 158 | (3,383 | ) | (3,221 | ) | 1,136 | (61 | ) | (2,146 | ) | |||||||||||||||||
Realised gains and losses on equity shares held at fair value through other comprehensive income | – | 129 | (129 | ) | – | – | – | – | ||||||||||||||||||||
At 31 December 2018 | 24,835 | 13,210 | 5,389 | 43,434 | 6,491 | 274 | 50,199 |
1 | Restated, see note 1. |
The accompanying notes are an integral part of the consolidated financial statements.
F-10 |
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December
Attributable to equity shareholders | ||||||||||||||||||||||||||||
Share capital
and premium £ million |
Other
reserves £ million |
Retained
profits £ million |
Total
£ million |
Other equity
instruments £ million |
Non-controlling
interests £ million |
Total
£ million |
||||||||||||||||||||||
Balance at 1 January 2017 | 24,768 | 14,652 | 3,250 | 42,670 | 5,355 | 440 | 48,465 | |||||||||||||||||||||
Comprehensive income | ||||||||||||||||||||||||||||
Profit for the year1 | – | – | 3,909 | 3,909 | – | 90 | 3,999 | |||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||
Post-retirement defined benefit scheme remeasurements, net of tax | – | – | 482 | 482 | – | – | 482 | |||||||||||||||||||||
Movements in revaluation reserve in respect of available-for-sale financial assets, net of tax | – | (74 | ) | – | (74 | ) | – | – | (74 | ) | ||||||||||||||||||
Gains and losses attributable to own credit risk, net of tax | – | – | (40 | ) | (40 | ) | – | – | (40 | ) | ||||||||||||||||||
Movements in cash flow hedging reserve, net of tax | – | (731 | ) | – | (731 | ) | – | – | (731 | ) | ||||||||||||||||||
Currency translation differences (tax: £nil) | – | (32 | ) | – | (32 | ) | – | – | (32 | ) | ||||||||||||||||||
Total other comprehensive income | – | (837 | ) | 442 | (395 | ) | – | – | (395 | ) | ||||||||||||||||||
Total comprehensive income | – | (837 | ) | 4,351 | 3,514 | – | 90 | 3,604 | ||||||||||||||||||||
Transactions with owners | ||||||||||||||||||||||||||||
Dividends | – | – | (2,284 | ) | (2,284 | ) | – | (51 | ) | (2,335 | ) | |||||||||||||||||
Distributions on other equity instruments1 | – | – | (415 | ) | (415 | ) | – | – | (415 | ) | ||||||||||||||||||
Issue of ordinary shares | 63 | – | – | 63 | – | – | 63 | |||||||||||||||||||||
Movement in treasury shares | – | – | (411 | ) | (411 | ) | – | – | (411 | ) | ||||||||||||||||||
Value of employee services: | ||||||||||||||||||||||||||||
Share option schemes | – | – | 82 | 82 | – | – | 82 | |||||||||||||||||||||
Other employee award schemes | – | – | 332 | 332 | – | – | 332 | |||||||||||||||||||||
Changes in non-controlling interests | – | – | – | – | – | (242 | ) | (242 | ) | |||||||||||||||||||
Total transactions with owners | 63 | – | (2,696 | ) | (2,633 | ) | – | (293 | ) | (2,926 | ) | |||||||||||||||||
Balance at 31 December 2017 | 24,831 | 13,815 | 4,905 | 43,551 | 5,355 | 237 | 49,143 |
1 Restated, see note 1.
The accompanying notes are an integral part of the consolidated financial statements.
F-11 |
|
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December
Note |
2019
£ million |
2018
£ million |
2017
£ million |
|||||||||||
Profit before tax | 4,393 | 5,960 | 5,625 | |||||||||||
Adjustments for: | ||||||||||||||
Change in operating assets | 54(A | ) | (11,049 | ) | (4,472 | ) | (15,492 | ) | ||||||
Change in operating liabilities | 54(B | ) | 3,642 | (8,673 | ) | (4,282 | ) | |||||||
Non-cash and other items | 54(C | ) | 15,573 | (2,892 | ) | 11,982 | ||||||||
Tax paid | (1,278 | ) | (1,030 | ) | (1,028 | ) | ||||||||
Net cash provided by (used in) operating activities | 11,281 | (11,107 | ) | (3,195 | ) | |||||||||
Cash flows from investing activities | ||||||||||||||
Purchase of financial assets | (9,730 | ) | (12,657 | ) | (7,862 | ) | ||||||||
Proceeds from sale and maturity of financial assets | 9,631 | 26,806 | 18,675 | |||||||||||
Purchase of fixed assets | (3,442 | ) | (3,514 | ) | (3,655 | ) | ||||||||
Proceeds from sale of fixed assets | 1,432 | 1,334 | 1,444 | |||||||||||
Acquisition of businesses, net of cash acquired | 54(E | ) | (21 | ) | (49 | ) | (1,923 | ) | ||||||
Disposal of businesses, net of cash disposed | 54(F | ) | – | 1 | 129 | |||||||||
Net cash (used in) provided by investing activities | (2,130 | ) | 11,921 | 6,808 | ||||||||||
Cash flows from financing activities | ||||||||||||||
Dividends paid to ordinary shareholders | (2,312 | ) | (2,240 | ) | (2,284 | ) | ||||||||
Distributions on other equity instruments | (466 | ) | (433 | ) | (415 | ) | ||||||||
Dividends paid to non-controlling interests | (138 | ) | (61 | ) | (51 | ) | ||||||||
Interest paid on subordinated liabilities | (1,178 | ) | (1,268 | ) | (1,275 | ) | ||||||||
Proceeds from issue of subordinated liabilities | – | 1,729 | – | |||||||||||
Proceeds from issue of other equity instruments | 893 | 1,131 | – | |||||||||||
Proceeds from issue of ordinary shares | 36 | 102 | 14 | |||||||||||
Share buyback | (1,095 | ) | (1,005 | ) | – | |||||||||
Repayment of subordinated liabilities | (818 | ) | (2,256 | ) | (1,008 | ) | ||||||||
Redemption of other equity instruments | (1,481 | ) | – | – | ||||||||||
Net cash used in financing activities | (6,559 | ) | (4,301 | ) | (5,019 | ) | ||||||||
Effects of exchange rate changes on cash and cash equivalents | (5 | ) | 3 | – | ||||||||||
Change in cash and cash equivalents | 2,587 | (3,484 | ) | (1,406 | ) | |||||||||
Cash and cash equivalents at beginning of year | 55,224 | 58,708 | 62,388 | |||||||||||
Cash and cash equivalents at end of year | 54(D | ) | 57,811 | 55,224 | 60,982 | |||||||||
Adjustment on adoption of IFRS 9 | (2,274 | ) | ||||||||||||
Cash and cash equivalents at 1 January 2018 | 58,708 |
The accompanying notes are an integral part of the consolidated financial statements.
F-12 |
|
Notes to the consolidated financial statements
for the year ended 31 December
NOTE 1: BASIS OF PREPARATION
The consolidated financial statements of Lloyds Banking Group plc and its subsidiary undertakings (the Group) have been prepared in accordance with International Financial Reporting Standards (IFRS). IFRS comprises accounting standards prefixed IFRS issued by the International Accounting Standards Board (IASB) and those prefixed IAS issued by the IASB’s predecessor body as well as interpretations issued by the IFRS Interpretations Committee (IFRS IC) and its predecessor body. On adoption of IFRS 9 in 2018, the Group elected to continue applying hedge accounting under IAS 39.
The financial information has been prepared under the historical cost convention, as modified by the revaluation of investment properties, financial assets measured at fair value through other comprehensive income, trading securities and certain other financial assets and liabilities at fair value through profit or loss and all derivative contracts. As stated on page 169, the directors consider that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
The Group adopted IFRS 16 Leases from 1 January 2019. IFRS 16 replaces IAS 17 Leases and addresses the classification and measurement of all leases. The Group’s accounting as a lessor under IFRS 16 is substantially unchanged from its approach under IAS 17; however for lessee accounting there is no longer a distinction between the accounting for finance and operating leases. For all assets the lessee recognises a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use. Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the lessee’s incremental borrowing rate. Lease payments are allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments associated with leases with a lease term of 12 months or less and leases of low-value assets are recognised as an expense in profit or loss on a straight-line basis.
The Group elected to apply the standard retrospectively with the cumulative effect of initial application being recognised at 1 January 2019, comparatives have therefore not been restated. There was no impact on shareholders’ equity. Further details of the impact of adoption of IFRS 16 are provided in note 55.
The Group has also implemented the amendments to IAS 12 Income Taxes with effect from 1 January 2019 and as a result tax relief on distributions on other equity instruments, previously taken directly to retained profits, is reported within tax expense in the income statement. Comparatives have been restated. Adoption of these amendments to IAS 12 has resulted in a reduction in tax expense and an increase in profit for the year in 2019 of £115 million (2018: £106 million; 2017: £102 million) for the Group and £89 million (2018: £82 million; 2017: £79 million) for the Company. There is no impact on shareholders’ equity or on earnings per share.
The Group has early adopted the hedge accounting amendments Interest Rate Benchmark Reform, issued by the IASB as a response to issues arising from the planned replacement of interest rate benchmarks in a number of jurisdictions. The amendments confirm that entities applying hedge accounting can continue to assume that the interest rate benchmark on which the hedged cash flows and cash flows of the hedging instrument are based is not altered as a result of the uncertainties of the interest rate benchmark reform. Comparatives have not been restated. Further details are provided in note 53.
Details of those IFRS pronouncements which will be relevant to the Group but which were not effective at 31 December 2019 and which have not been applied in preparing these financial statements are given in note 56.
The Group adopted IFRS 9 and IFRS 15 with effect from 1 January 2018.
NOTE 2: ACCOUNTING POLICIES
The Group’s accounting policies are set out below. These accounting policies have been applied consistently.
(A) Consolidation
The assets, liabilities and results of Group undertakings (including structured entities) are included in the financial statements on the basis of accounts made up to the reporting date. Group undertakings include subsidiaries, associates and joint ventures.
(1) SUBSIDIARIES
Subsidiaries are entities controlled by the Group. The Group controls an entity when it has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns through the exercise of its power. This generally accompanies a shareholding of more than one half of the voting rights although in certain circumstances a holding of less than one half of the voting rights may still result in the ability of the Group to exercise control. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group reassesses whether or not it controls an entity if facts and circumstances indicate that there are changes to any of the above elements. Subsidiaries are fully consolidated from the date on which control is transferred to the Group; they are de-consolidated from the date that control ceases.
The Group consolidates collective investment vehicles if its beneficial ownership interests give it substantive rights to remove the external fund manager over the investment activities of the fund. Where a subsidiary of the Group is the fund manager of a collective investment vehicle, the Group considers a number of factors in determining whether it acts as principal, and therefore controls the collective investment vehicle, including: an assessment of the scope of the Group’s decision making authority over the investment vehicle; the rights held by other parties including substantive removal rights without cause over the Group acting as fund manager; the remuneration to which the Group is entitled in its capacity as decision maker; and the Group’s exposure to variable returns from the beneficial interest it holds in the investment vehicle. Consolidation may be appropriate in circumstances where the Group has less than a majority beneficial interest. Where a collective investment vehicle is consolidated the interests of parties other than the Group are reported in other liabilities and the movement in these interests in interest expense.
Structured entities are entities that are designed so that their activities are not governed by way of voting rights. In assessing whether the Group has power over such entities in which it has an interest, the Group considers factors such as the purpose and design of the entity; its practical ability to direct the relevant activities of the entity; the nature of the relationship with the entity; and the size of its exposure to the variability of returns of the entity.
The treatment of transactions with non-controlling interests depends on whether, as a result of the transaction, the Group loses control of the subsidiary. Changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions; any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the parent entity. Where the Group loses control of the subsidiary, at the date when control is lost the amount of any non-controlling interest in that former subsidiary is derecognised and any investment retained in the former subsidiary is remeasured to its fair value; the gain or loss that is recognised in profit or loss on the partial disposal of the subsidiary includes the gain or loss on the remeasurement of the retained interest.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.
F-13 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
The acquisition method of accounting is used to account for business combinations by the Group. The consideration for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related costs are expensed as incurred except those relating to the issuance of debt instruments (see (E)(5) below) or share capital (see (P) below). Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair value at the acquisition date.
(2) JOINT VENTURES AND ASSOCIATES
Joint ventures are joint arrangements over which the Group has joint control with other parties and has rights to the net assets of the arrangements. Joint control is the contractually agreed sharing of control of an arrangement and only exists when decisions about the relevant activities require the unanimous consent of the parties sharing control. Associates are entities over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity, but is not control or joint control of those policies, and is generally achieved through holding between 20 per cent and 50 per cent of the voting share capital of the entity.
The Group utilises the venture capital exemption for investments where significant influence or joint control is present and the business unit operates as a venture capital business. These investments are designated at initial recognition at fair value through profit or loss. Otherwise, the Group’s investments in joint ventures and associates are accounted for by the equity method of accounting.
(B) Goodwill
Goodwill arises on business combinations and represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired. Where the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities of the acquired entity is greater than the cost of acquisition, the excess is recognised immediately in the income statement.
Goodwill is recognised as an asset at cost and is tested at least annually for impairment. If an impairment is identified the carrying value of the goodwill is written down immediately through the income statement and is not subsequently reversed. At the date of disposal of a subsidiary, the carrying value of attributable goodwill is included in the calculation of the profit or loss on disposal.
(C) Other intangible assets
Intangible assets which have been determined to have a finite useful life are amortised on a straight line basis over their estimated useful life as follows: up to 7 years for capitalised software; 10 to 15 years for brands and other intangibles.
Intangible assets with finite useful lives are reviewed at each reporting date to assess whether there is any indication that they are impaired. If any such indication exists the recoverable amount of the asset is determined and in the event that the asset’s carrying amount is greater than its recoverable amount, it is written down immediately. Certain brands have been determined to have an indefinite useful life and are not amortised. Such intangible assets are reassessed annually to reconfirm that an indefinite useful life remains appropriate. In the event that an indefinite life is inappropriate a finite life is determined and an impairment review is performed on the asset.
(D) Revenue recognition
(1) NET INTEREST INCOME
Interest income and expense are recognised in the income statement for all interest-bearing financial instruments using the effective interest method, except for those classified at fair value through profit or loss. The effective interest method is a method of calculating the amortised cost of a financial asset or liability and of allocating the interest income or interest expense over the expected life of the financial instrument. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument to the gross carrying amount of the financial asset (before adjusting for expected credit losses) or to the amortised cost of the financial liability, including early redemption fees, and related penalties, and premiums and discounts that are an integral part of the overall return. Direct incremental transaction costs related to the acquisition, issue or disposal of a financial instrument are also taken into account. Interest income from non-credit impaired financial assets is recognised by applying the effective interest rate to the gross carrying amount of the asset; for credit impaired financial assets, the effective interest rate is applied to the net carrying amount after deducting the allowance for expected credit losses. Impairment policies are set out in (H) below.
(2) FEE AND COMMISSION INCOME AND EXPENSE
Fees and commissions receivable which are not an integral part of the effective interest rate are recognised as income as the Group fulfils its performance obligations. The Group’s principal performance obligations arising from contracts with customers are in respect of value added current accounts, credit cards and debit cards. These fees are received, and the Group’s provides the service, monthly; the fees are recognised in income on this basis. The Group also receives certain fees in respect of its asset finance business where the performance obligations are typically fulfilled towards the end of the customer contract; these fees are recognised in income on this basis. Where it is unlikely that the loan commitments will be drawn, loan commitment fees are recognised in fee and commission income over the life of the facility, rather than as an adjustment to the effective interest rate for loans expected to be drawn. Incremental costs incurred to generate fee and commission income are charged to fees and commissions expense as they are incurred.
(3) OTHER
Dividend income is recognised when the right to receive payment is established.
Revenue recognition policies specific to trading income are set out in E(3) below, life insurance and general insurance business are detailed below (see (M) below); those relating to leases are set out in (J)(1) below.
(E) Financial assets and liabilities
On initial recognition, financial assets are classified as measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss, depending on the Group’s business model for managing the financial assets and whether the cash flows represent solely payments of principal and interest. The Group assesses its business models at a portfolio level based on its objectives for the relevant portfolio, how the performance of the portfolio is managed and reported, and the frequency of asset sales. Financial assets with embedded derivatives are considered in their entirety when considering their cash flow characteristics. The Group reclassifies financial assets when and only when its business model for managing those assets changes. A reclassification will only take place when the change is significant to the Group’s operations and will occur at a portfolio level and not for individual instruments; reclassifications are expected to be rare. Equity investments are measured at fair value through profit or loss unless the Group elects at initial recognition to account for the instruments at fair value through other comprehensive income. For these instruments, principally strategic investments, dividends are recognised in profit or loss but fair value gains and losses are not subsequently reclassified to profit or loss following derecognition of the investment.
F-14 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
The Group initially recognises loans and advances, deposits, debt securities in issue and subordinated liabilities when the Group becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of securities and other financial assets and trading liabilities are recognised on trade date, being the date that the Group is committed to purchase or sell an asset.
Financial assets are derecognised when the contractual right to receive cash flows from those assets has expired or when the Group has transferred its contractual right to receive the cash flows from the assets and either: substantially all of the risks and rewards of ownership have been transferred; or the Group has neither retained nor transferred substantially all of the risks and rewards, but has transferred control.
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
(1) FINANCIAL INSTRUMENTS MEASURED AT AMORTISED COST
Financial assets that are held to collect contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A basic lending arrangement results in contractual cash flows that are solely payments of principal and interest on the principal amount outstanding. Where the contractual cash flows introduce exposure to risks or volatility unrelated to a basic lending arrangement such as changes in equity prices or commodity prices, the payments do not comprise solely principal and interest. Financial assets measured at amortised cost are predominantly loans and advances to customers and banks together with certain debt securities used by the Group to manage its liquidity. Loans and advances are initially recognised when cash is advanced to the borrower at fair value inclusive of transaction costs. Interest income is accounted for using the effective interest method (see (D) above).
Financial liabilities are measured at amortised cost, except for trading liabilities and other financial liabilities designated at fair value through profit or loss on initial recognition which are held at fair value.
(2) FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Financial assets that are held to collect contractual cash flows and for subsequent sale, where the assets’ cash flows represent solely payments of principal and interest, are recognised in the balance sheet at their fair value, inclusive of transaction costs. Interest calculated using the effective interest method and foreign exchange gains and losses on assets denominated in foreign currencies are recognised in the income statement. All other gains and losses arising from changes in fair value are recognised directly in other comprehensive income, until the financial asset is either sold or matures, at which time the cumulative gain or loss previously recognised in other comprehensive income is recognised in the income statement other than in respect of equity shares, for which the cumulative revaluation amount is transferred directly to retained profits. The Group recognises a charge for expected credit losses in the income statement (see (H) below). As the asset is measured at fair value, the charge does not adjust the carrying value of the asset, it is reflected in other comprehensive income.
(3) FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets are classified at fair value through profit or loss where they do not meet the criteria to be measured at amortised cost or fair value through other comprehensive income or where they are designated at fair value through profit or loss to reduce an accounting mismatch. All derivatives are carried at fair value through profit or loss.
The assets backing the insurance and investment contracts issued by the Group do not meet the criteria to be measured at amortised cost or fair value through other comprehensive income as they are managed on a fair value basis and accordingly are measured at fair value through profit or loss. Similarly, trading securities, which are debt securities and equity shares acquired principally for the purpose of selling in the short term or which are part of a portfolio which is managed for short-term gains, do not meet these criteria and are also measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised in the balance sheet at their fair value. Fair value gains and losses together with interest coupons and dividend income are recognised in the income statement within net trading income.
Financial liabilities are measured at fair value through profit or loss where they are trading liabilities or where they are designated at fair value through profit or loss in order to reduce an accounting mismatch; where the liabilities are part of a group of liabilities (or assets and liabilities) which is managed, and its performance evaluated, on a fair value basis; or where the liabilities contain one or more embedded derivatives that significantly modify the cash flows arising under the contract and would otherwise need to be separately accounted for. Financial liabilities measured at fair value through profit or loss are recognised in the balance sheet at their fair value. Fair value gains and losses are recognised in the income statement within net trading income in the period in which they occur, except that gains and losses attributable to changes in own credit risk are recognised in other comprehensive income.
The fair values of assets and liabilities traded in active markets are based on current bid and offer prices respectively. If the market is not active the Group establishes a fair value by using valuation techniques. The fair values of derivative financial instruments are adjusted where appropriate to reflect credit risk (via credit valuation adjustments (CVAs), debit valuation adjustments (DVAs) and funding valuation adjustments (FVAs)), market liquidity and other risks.
(4) BORROWINGS
Borrowings (which include deposits from banks, customer deposits, debt securities in issue and subordinated liabilities) are recognised initially at fair value, being their issue proceeds net of transaction costs incurred. These instruments are subsequently stated at amortised cost using the effective interest method.
Preference shares and other instruments which carry a mandatory coupon or are redeemable on a specific date are classified as financial liabilities. The coupon on these instruments is recognised in the income statement as interest expense. Securities which carry a discretionary coupon and have no fixed maturity or redemption date are classified as other equity instruments. Interest payments on these securities are recognised, net of tax, as distributions from equity in the period in which they are paid. An exchange of financial liabilities on substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability extinguished and the new financial liability is recognised in profit or loss together with any related costs or fees incurred.
When a financial liability is exchanged for an equity instrument, the new equity instrument is recognised at fair value and any difference between the carrying value of the liability and the fair value of the new equity is recognised in profit or loss.
(5) SALE AND REPURCHASE AGREEMENTS (INCLUDING SECURITIES LENDING AND BORROWING)
Securities sold subject to repurchase agreements (repos) continue to be recognised on the balance sheet where substantially all of the risks and rewards are retained. Funds received under these arrangements are included in deposits from banks, customer deposits, or trading liabilities. Conversely, securities purchased under agreements to resell (reverse repos), where the Group does not acquire substantially all of the risks and rewards of ownership, are recorded as loans and advances measured at amortised cost or trading securities. The difference between sale and repurchase price is treated as interest and accrued over the life of the agreements using the effective interest method.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
Securities borrowing and lending transactions are typically secured; collateral takes the form of securities or cash advanced or received. Securities lent to counterparties are retained on the balance sheet. Securities borrowed are not recognised on the balance sheet, unless these are sold to third parties, in which case the obligation to return them is recorded at fair value as a trading liability. Cash collateral given or received is treated as a loan and advance measured at amortised cost or customer deposit.
(F) Derivative financial instruments and hedge accounting
As permitted by IFRS 9, the Group continues to apply the requirements of IAS 39 to its hedging relationships. All derivatives are recognised at their fair value. Derivatives are carried on the balance sheet as assets when their fair value is positive and as liabilities when their fair value is negative. Refer to note 50(3) (Financial instruments: Financial assets and liabilities carried at fair value) for details of valuation techniques and significant inputs to valuation models.
Changes in the fair value of all derivative instruments, other than those in effective cash flow and net investment hedging relationships, are recognised immediately in the income statement. As noted in (2) and (3) below, the change in fair value of a derivative in an effective cash flow or net investment hedging relationship is allocated between the income statement and other comprehensive income.
Derivatives embedded in a financial asset are not considered separately; the financial asset is considered in its entirety when determining whether its cash flows are solely payments of principal and interest. Derivatives embedded in financial liabilities and insurance contracts (unless the embedded derivative is itself an insurance contract) are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in the income statement. In accordance with IFRS 4 Insurance Contracts, a policyholder’s option to surrender an insurance contract for a fixed amount is not treated as an embedded derivative.
Hedge accounting allows one financial instrument, generally a derivative such as a swap, to be designated as a hedge of another financial instrument such as a loan or deposit or a portfolio of such instruments. At the inception of the hedge relationship, formal documentation is drawn up specifying the hedging strategy, the hedged item, the hedging instrument and the methodology that will be used to measure the effectiveness of the hedge relationship in offsetting changes in the fair value or cash flow of the hedged risk. The effectiveness of the hedging relationship is tested both at inception and throughout its life and if at any point it is concluded that it is no longer highly effective in achieving its documented objective, hedge accounting is discontinued. Note 17 provides details of the types of derivatives held by the Group and presents separately those designated in hedge relationships. In respect of interest rate benchmark reform, the Group assumes that the interest rate benchmark on which the hedged cash flows and/or the hedged risk are based, or the interest rate benchmark on which the cash flows of the hedging instrument are based, are not altered as a result of interest rate benchmark reform. The Group does not discontinue a hedging relationship during the period of uncertainty arising from the interest rate benchmark reform solely because the actual results of the hedge are not highly effective.
(1) FAIR VALUE HEDGES
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk; this also applies if the hedged asset is classified as a financial asset at fair value through other comprehensive income. If the hedge no longer meets the criteria for hedge accounting, changes in the fair value of the hedged item attributable to the hedged risk are no longer recognised in the income statement. The cumulative adjustment that has been made to the carrying amount of the hedged item is amortised to the income statement using the effective interest method over the period to maturity.
(2) CASH FLOW HEDGES
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income in the cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised in the income statement when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
(3) NET INVESTMENT HEDGES
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income, the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed of. The hedging instrument used in net investment hedges may include non-derivative liabilities as well as derivative financial instruments.
(G) Offset
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right of set-off and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. Cash collateral on exchange traded derivative transactions is presented gross unless the collateral cash flows are always settled net with the derivative cash flows. In certain situations, even though master netting agreements exist, the lack of management intention to settle on a net basis results in the financial assets and liabilities being reported gross on the balance sheet.
(H) Impairment of financial assets
The impairment charge in the income statement includes the change in expected credit losses and certain fraud costs. Expected credit losses are recognised for loans and advances to customers and banks, other financial assets held at amortised cost, financial assets measured at fair value through other comprehensive income, and certain loan commitments and financial guarantee contracts. Expected credit losses are calculated as an unbiased and probability-weighted estimate using an appropriate probability of default, adjusted to take into account a range of possible future economic scenarios, and applying this to the estimated exposure of the Group at the point of default after taking into account the value of any collateral held, repayments, or other mitigants of loss and including the impact of discounting using the effective interest rate.
At initial recognition, allowance (or provision in the case of some loan commitments and financial guarantees) is made for expected credit losses resulting from default events that are possible within the next 12 months (12-month expected credit losses). In the event of a significant increase in credit risk since origination, allowance (or provision) is made for expected credit losses resulting from all possible default events over the expected life of the financial instrument (lifetime expected credit losses). Financial assets where 12-month expected credit losses are recognised are considered to be Stage 1; financial assets which are considered to have experienced a significant increase in credit risk since initial recognition are in Stage 2; and financial assets which have
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
defaulted or are otherwise considered to be credit impaired are allocated to Stage 3. Some Stage 3 assets, mainly in Commercial Banking, are subject to individual rather than collective assessment. Such cases are subject to a risk-based impairment sanctioning process, and these are reviewed and updated at least quarterly, or more frequently if there is a significant change in the credit profile.
An assessment of whether credit risk has increased significantly since initial recognition considers the change in the risk of default occurring over the remaining expected life of the financial instrument. The assessment is unbiased, probability-weighted and uses forward-looking information consistent with that used in the measurement of expected credit losses. In determining whether there has been a significant increase in credit risk, the Group uses quantitative tests based on relative and absolute probability of default (PD) movements linked to internal credit ratings together with qualitative indicators such as watchlists and other indicators of historical delinquency, credit weakness or financial difficulty. However, unless identified at an earlier stage, the credit risk of financial assets is deemed to have increased significantly when more than 30 days past due. Where the credit risk subsequently improves such that it no longer represents a significant increase in credit risk since initial recognition, the asset is transferred back to Stage 1.
Assets are transferred to Stage 3 when they have defaulted or are otherwise considered to be credit impaired. Default is considered to have occurred when there is evidence that the customer is experiencing financial difficulty which is likely to affect significantly the ability to repay the amount due. IFRS 9 contains a rebuttable presumption that default occurs no later than when a payment is 90 days past due. The Group uses this 90 day backstop for all its products except for UK mortgages. For UK mortgages, the Group uses a backstop of 180 days past due as mortgage exposures more than 90 days past due, but less than 180 days, typically show high cure rates and this aligns with the Group’s risk management practices.
In certain circumstances, the Group will renegotiate the original terms of a customer’s loan, either as part of an ongoing customer relationship or in response to adverse changes in the circumstances of the borrower. In the latter circumstances, the loan will remain classified as either Stage 2 or Stage 3 until the credit risk has improved such that it no longer represents a significant increase since origination (for a return to Stage 1), or the loan is no longer credit impaired (for a return to Stage 2). Renegotiation may also lead to the loan and associated allowance being derecognised and a new loan being recognised initially at fair value.
Purchased or originated credit-impaired financial assets (POCI) include financial assets that are purchased or originated at a deep discount that reflects incurred credit losses. At initial recognition, POCI assets do not carry an impairment allowance; instead, lifetime expected credit losses are incorporated into the calculation of the effective interest rate. All changes in lifetime expected credit losses subsequent to the assets’ initial recognition are recognised as an impairment charge.
A loan or advance is normally written off, either partially or in full, against the related allowance when the proceeds from realising any available security have been received or there is no realistic prospect of recovery and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off decrease the amount of impairment losses recorded in the income statement. For both secured and unsecured retail balances, the write-off takes place only once an extensive set of collections processes has been completed, or the status of the account reaches a point where policy dictates that continuing attempts to recover are no longer appropriate. For commercial lending, a write-off occurs if the loan facility with the customer is restructured, the asset is under administration and the only monies that can be received are the amounts estimated by the administrator, the underlying assets are disposed and a decision is made that no further settlement monies will be received, or external evidence (for example, third party valuations) is available that there has been an irreversible decline in expected cash flows.
(I) Property, plant and equipment
Property, plant and equipment (other than investment property) is included at cost less accumulated depreciation. The value of land (included in premises) is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate the difference between the cost and the residual value over their estimated useful lives, as follows: the shorter of 50 years and the remaining period of the lease for freehold/long and short leasehold premises; the shorter of 10 years and, if lease renewal is not likely, the remaining period of the lease for leasehold improvements; 10 to 20 years for fixtures and furnishings; and 2 to 8 years for other equipment and motor vehicles.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the event that an asset’s carrying amount is determined to be greater than its recoverable amount it is written down immediately. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use.
Investment property comprises freehold and long leasehold land and buildings that are held either to earn rental income or for capital accretion or both, primarily within the life insurance funds. In accordance with the guidance published by the Royal Institution of Chartered Surveyors, investment property is carried at fair value based on current prices for similar properties, adjusted for the specific characteristics of the property (such as location or condition). If this information is not available, the Group uses alternative valuation methods such as discounted cash flow projections or recent prices in less active markets. These valuations are reviewed at least annually by independent professionally qualified valuers. Investment property being redeveloped for continuing use as investment property, or for which the market has become less active, continues to be valued at fair value.
(J) Leases
Under IFRS 16, a lessor is required to determine whether a lease is a finance or operating lease. A lessee is not required to make this determination.
(1) AS LESSOR
Assets leased to customers are classified as finance leases if the lease agreements transfer substantially all the risks and rewards of ownership to the lessee but not necessarily legal title. All other leases are classified as operating leases. When assets are subject to finance leases, the present value of the lease payments, together with any unguaranteed residual value, is recognised as a receivable, net of allowances for expected credit losses, within loans and advances to banks and customers. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance lease income. Finance lease income is recognised in interest income over the term of the lease using the net investment method (before tax) so as to give a constant rate of return on the net investment in the leases. Unguaranteed residual values are reviewed regularly to identify any impairment.
Operating lease assets are included within property, plant and equipment at cost and depreciated over their estimated useful lives, which equates to the lives of the leases, after taking into account anticipated residual values. Operating lease rental income is recognised on a straight-line basis over the life of the lease.
The Group evaluates non-lease arrangements such as outsourcing and similar contracts to determine if they contain a lease which is then accounted for separately.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
(2) AS LESSEE
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group’s incremental borrowing rate appropriate for the right-of-use asset arising from the lease.
Lease payments are allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of twelve months or less. Low-value assets comprise IT equipment and small items of office furniture.
(K) Employee benefits
Short-term employee benefits, such as salaries, paid absences, performance-based cash awards and social security costs are recognised over the period in which the employees provide the related services.
(1) PENSION SCHEMES
The Group operates a number of post-retirement benefit schemes for its employees including both defined benefit and defined contribution pension plans. A defined benefit scheme is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, dependent on one or more factors such as age, years of service and salary. A defined contribution plan is a pension plan into which the Group pays fixed contributions; there is no legal or constructive obligation to pay further contributions.
Scheme assets are included at their fair value and scheme liabilities are measured on an actuarial basis using the projected unit credit method. The defined benefit scheme liabilities are discounted using rates equivalent to the market yields at the balance sheet date on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. The Group’s income statement charge includes the current service cost of providing pension benefits, past service costs, net interest expense (income), and plan administration costs that are not deducted from the return on plan assets. Past service costs, which represents the change in the present value of the defined benefit obligation resulting from a plan amendment or curtailment, are recognised when the plan amendment or curtailment occurs. Net interest expense (income) is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.
Remeasurements, comprising actuarial gains and losses, the return on plan assets (excluding amounts included in net interest expense (income) and net of the cost of managing the plan assets), and the effect of changes to the asset ceiling (if applicable) are reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurements recognised in other comprehensive income are reflected immediately in retained profits and will not subsequently be reclassified to profit or loss.
The Group’s balance sheet includes the net surplus or deficit, being the difference between the fair value of scheme assets and the discounted value of scheme liabilities at the balance sheet date. Surpluses are only recognised to the extent that they are recoverable through reduced contributions in the future or through refunds from the schemes. In assessing whether a surplus is recoverable, the Group considers its current right to obtain a refund or a reduction in future contributions and does not anticipate any future acts by other parties that could change the amount of the surplus that may ultimately be recovered.
The costs of the Group’s defined contribution plans are charged to the income statement in the period in which they fall due.
(2) SHARE-BASED COMPENSATION
The Group operates a number of equity-settled, share-based compensation plans in respect of services received from certain of its employees. The value of the employee services received in exchange for equity instruments granted under these plans is recognised as an expense over the vesting period of the instruments, with a corresponding increase in equity. This expense is determined by reference to the fair value of the number of equity instruments that are expected to vest. The fair value of equity instruments granted is based on market prices, if available, at the date of grant. In the absence of market prices, the fair value of the instruments at the date of grant is estimated using an appropriate valuation technique, such as a Black-Scholes option pricing model or a Monte Carlo simulation. The determination of fair values excludes the impact of any non-market vesting conditions, which are included in the assumptions used to estimate the number of options that are expected to vest. At each balance sheet date, this estimate is reassessed and if necessary revised. Any revision of the original estimate is recognised in the income statement, together with a corresponding adjustment to equity. Cancellations by employees of contributions to the Group’s Save As You Earn plans are treated as non-vesting conditions and the Group recognises, in the year of cancellation, the amount of the expense that would have otherwise been recognised over the remainder of the vesting period. Modifications are assessed at the date of modification and any incremental charges are charged to the income statement.
(L) Taxation
Tax expense comprises current and deferred tax. Current and deferred tax are charged or credited in the income statement except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different period, outside the income statement (either in other comprehensive income, directly in equity, or through a business combination), in which case the tax appears in the same statement as the transaction that gave rise to it. The tax consequences of the Group’s dividend payments (including distributions on other equity instruments), if any, are charged or credited to the statement in which the profit distributed originally arose.
Current tax is the amount of corporate income taxes expected to be payable or recoverable based on the profit for the period as adjusted for items that are not taxable or not deductible, and is calculated using tax rates and laws that were enacted or substantively enacted at the balance sheet date.
Current tax includes amounts provided in respect of uncertain tax positions when management expects that, upon examination of the uncertainty by Her Majesty’s Revenue and Customs (HMRC) or other relevant tax authority, it is more likely than not that an economic outflow will occur. Provisions reflect management’s best estimate of the ultimate liability based on their interpretation of tax law, precedent and guidance, informed by external tax advice as necessary. Changes in facts and circumstances underlying these provisions are reassessed at each balance sheet date, and the provisions are re-measured as required to reflect current information.
For the Group’s long-term insurance businesses, the tax expense is analysed between tax that is payable in respect of policyholders’ returns and tax that is payable on the shareholders’ returns. This allocation is based on an assessment of the rates of tax which will be applied to the returns under the current UK tax rules.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted at the balance sheet date, and which are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax liabilities are generally recognised for all taxable temporary differences but not recognised for taxable temporary differences arising on investments in subsidiaries where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future. Deferred tax liabilities are not recognised on temporary differences that arise from goodwill which is not deductible for tax purposes.
Deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilised, and are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are not recognised in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination. Deferred tax is not discounted.
(M) Insurance
The Group undertakes both life insurance and general insurance business. Insurance and participating investment contracts are accounted for under IFRS 4 Insurance Contracts, which permits (with certain exceptions) the continuation of accounting practices for measuring insurance and participating investment contracts that applied prior to the adoption of IFRS. The Group, therefore, continues to account for these products using UK GAAP and UK established practice.
Products sold by the life insurance business are classified into three categories:
– | Insurance contracts – these contracts transfer significant insurance risk and may also transfer financial risk. The Group defines significant insurance risk as the possibility of having to pay benefits on the occurrence of an insured event which are significantly more than the benefits payable if the insured event were not to occur. These contracts may or may not include discretionary participation features. |
– | Investment contracts containing a discretionary participation feature (participating investment contracts) – these contracts do not transfer significant insurance risk, but contain a contractual right which gives the holder the right to receive, in addition to the guaranteed benefits, further additional discretionary benefits or bonuses that are likely to be a significant proportion of the total contractual benefits and the amount and timing of which is at the discretion of the Group, within the constraints of the terms and conditions of the instrument and based upon the performance of specified assets. |
– | Non-participating investment contracts – these contracts do not transfer significant insurance risk or contain a discretionary participation feature. |
The general insurance business issues only insurance contracts.
(1) LIFE INSURANCE BUSINESS
(I) ACCOUNTING FOR INSURANCE AND PARTICIPATING INVESTMENT CONTRACTS
Premiums and claims
Premiums received in respect of insurance and participating investment contracts are recognised as revenue when due except for unit-linked contracts on which premiums are recognised as revenue when received. Claims are recorded as an expense on the earlier of the maturity date or the date on which the claim is notified.
Liabilities
Changes in the value of liabilities are recognised in the income statement through insurance claims.
– | Insurance and participating investment contracts in the Group’s with-profit funds |
Liabilities of the Group’s with-profit funds, including guarantees and options embedded within products written by these funds, are stated at their realistic values in accordance with the Prudential Regulation Authority’s realistic capital regime, except that projected transfers out of the funds into other Group funds are recorded in the unallocated surplus (see below). | |
– | Insurance and participating investment contracts which are not unit-linked or in the Group’s with-profit funds |
A liability for contractual benefits that are expected to be incurred in the future is recorded when the premiums are recognised. The liability is calculated by estimating the future cash flows over the duration of in-force policies and discounting them back to the valuation date allowing for probabilities of occurrence. The liability will vary with movements in interest rates and with the cost of life insurance and annuity benefits where future mortality is uncertain. | |
Assumptions are made in respect of all material factors affecting future cash flows, including future interest rates, mortality and costs. | |
– | Insurance and participating investment contracts which are unit-linked |
Liabilities for unit-linked insurance contracts and participating investment contracts are stated at the bid value of units plus an additional allowance where appropriate (such as for any excess of future expenses over charges). The liability is increased or reduced by the change in the unit prices and is reduced by policy administration fees, mortality and surrender charges and any withdrawals. Benefit claims in excess of the account balances incurred in the period are also charged through insurance claims. Revenue consists of fees deducted for mortality, policy administration and surrender charges. |
Unallocated surplus
Any amounts in the with-profit funds not yet determined as being due to policyholders or shareholders are recognised as an unallocated surplus which is shown separately from liabilities arising from insurance contracts and participating investment contracts.
(II) ACCOUNTING FOR NON-PARTICIPATING INVESTMENT CONTRACTS
The Group’s non-participating investment contracts are primarily unit-linked. These contracts are accounted for as financial liabilities whose value is contractually linked to the fair values of financial assets within the Group’s unitised investment funds. The value of the unit-linked financial liabilities is determined using current unit prices multiplied by the number of units attributed to the contract holders at the balance sheet date. Their value is never less than the amount payable on surrender, discounted for the required notice period where applicable. Investment returns (including movements in fair value and investment income) allocated to those contracts are recognised in the income statement through insurance claims.
Deposits and withdrawals are not accounted for through the income statement but are accounted for directly in the balance sheet as adjustments to the non-participating investment contract liability.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
The Group receives investment management fees in the form of an initial adjustment or charge to the amount invested. These fees are in respect of services rendered in conjunction with the issue and management of investment contracts where the Group actively manages the consideration received from its customers to fund a return that is based on the investment profile that the customer selected on origination of the contract. These services comprise an indeterminate number of acts over the lives of the individual contracts and, therefore, the Group defers these fees and recognises them over the estimated lives of the contracts, in line with the provision of investment management services.
Costs which are directly attributable and incremental to securing new non-participating investment contracts are deferred. This asset is subsequently amortised over the period of the provision of investment management services and its recoverability is reviewed in circumstances where its carrying amount may not be recoverable. If the asset is greater than its recoverable amount it is written down immediately through fee and commission expense in the income statement. All other costs are recognised as expenses when incurred.
(III) VALUE OF IN-FORCE BUSINESS
The Group recognises as an asset the value of in-force business in respect of insurance contracts and participating investment contracts. The asset represents the present value of the shareholders’ interest in the profits expected to emerge from those contracts written at the balance sheet date. This is determined after making appropriate assumptions about future economic and operating conditions such as future mortality and persistency rates and includes allowances for both non-market risk and for the realistic value of financial options and guarantees. Each cash flow is valued using the discount rate consistent with that applied to such a cash flow in the capital markets. The asset in the consolidated balance sheet is presented gross of attributable tax and movements in the asset are reflected within other operating income in the income statement.
The Group’s contractual rights to benefits from providing investment management services in relation to non-participating investment contracts acquired in business combinations and portfolio transfers are measured at fair value at the date of acquisition. The resulting asset is amortised over the estimated lives of the contracts. At each reporting date an assessment is made to determine if there is any indication of impairment. Where impairment exists, the carrying value of the asset is reduced to its recoverable amount and the impairment loss recognised in the income statement.
(2) GENERAL INSURANCE BUSINESS
The Group both underwrites and acts as intermediary in the sale of general insurance products. Underwriting premiums are included in insurance premium income, net of refunds, in the period in which insurance cover is provided to the customer; premiums received relating to future periods are deferred in the balance sheet within liabilities arising from insurance contracts and participating investment contracts on a basis that reflects the length of time for which contracts have been in force and the projected incidence of risk over the term of the contract and only credited to the income statement when earned. Broking commission is recognised when the underwriter accepts the risk of providing insurance cover to the customer. Where appropriate, provision is made for the effect of future policy terminations based upon past experience.
The underwriting business makes provision for the estimated cost of claims notified but not settled and claims incurred but not reported at the balance sheet date. The provision for the cost of claims notified but not settled is based upon a best estimate of the cost of settling the outstanding claims after taking into account all known facts. In those cases where there is insufficient information to determine the required provision, statistical techniques are used which take into account the cost of claims that have recently been settled and make assumptions about the future development of the outstanding cases. Similar statistical techniques are used to determine the provision for claims incurred but not reported at the balance sheet date. Claims liabilities are not discounted.
(3) LIABILITY ADEQUACY TEST
At each balance sheet date liability adequacy tests are performed to ensure the adequacy of insurance and participating investment contract liabilities net of related deferred cost assets and value of in-force business. In performing these tests current best estimates of discounted future contractual cash flows and claims handling and policy administration expenses, as well as investment income from the assets backing such liabilities, are used. Any deficiency is immediately charged to the income statement, initially by writing off the relevant assets and subsequently by establishing a provision for losses arising from liability adequacy tests.
(4) REINSURANCE
Contracts entered into by the Group with reinsurers under which the Group is compensated for benefits payable on one or more contracts issued by the Group are recognised as assets arising from reinsurance contracts held. Where the underlying contracts issued by the Group are classified as insurance contracts and the reinsurance contract transfers significant insurance risk on those contracts to the reinsurer, the assets arising from reinsurance contracts held are classified as insurance contracts. Where the underlying contracts issued by the Group are classified as non-participating investment contracts and the reinsurance contract transfers financial risk on those contracts to the reinsurer, the assets arising from reinsurance contracts held are classified as non-participating investment contracts.
Assets arising from reinsurance contracts held – Classified as insurance contracts
Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured contracts and in accordance with the terms of each reinsurance contract and are regularly reviewed for impairment. Premiums payable for reinsurance contracts are recognised as an expense when due within insurance premium income. Changes in the reinsurance recoverable assets are recognised in the income statement through insurance claims.
Assets arising from reinsurance contracts held – Classified as non-participating investment contracts
These contracts are accounted for as financial assets whose value is contractually linked to the fair values of financial assets within the reinsurers’ investment funds. Investment returns (including movements in fair value and investment income) allocated to these contracts are recognised in insurance claims. Deposits and withdrawals are not accounted for through the income statement but are accounted for directly in the balance sheet as adjustments to the assets arising from reinsurance contracts held.
(N) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). Foreign currency transactions are translated into the appropriate functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when recognised in other comprehensive income as qualifying cash flow or net investment hedges. Non-monetary assets that are measured at fair value are translated using the exchange rate at the date that the fair value was determined. Translation differences on equities and similar non-monetary items held at fair value through profit and loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measured at fair value through other comprehensive income, such as equity shares, are included in the fair value reserve in equity unless the asset is a hedged item in a fair value hedge.
F-20 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: ACCOUNTING POLICIES continued
The results and financial position of all group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on the acquisition of a foreign entity, are translated into sterling at foreign exchange rates ruling at the balance sheet date; and the income and expenses of foreign operations are translated into sterling at average exchange rates unless these do not approximate to the foreign exchange rates ruling at the dates of the transactions in which case income and expenses are translated at the dates of the transactions.
Foreign exchange differences arising on the translation of a foreign operation are recognised in other comprehensive income and accumulated in a separate component of equity together with exchange differences arising from the translation of borrowings and other currency instruments designated as hedges of such investments (see (F)(3) above). On disposal or liquidation of a foreign operation, the cumulative amount of exchange differences relating to that foreign operation are reclassified from equity and included in determining the profit or loss arising on disposal or liquidation.
(O) Provisions and contingent liabilities
Provisions are recognised in respect of present obligations arising from past events where it is probable that outflows of resources will be required to settle the obligations and they can be reliably estimated.
Contingent liabilities are possible obligations whose existence depends on the outcome of uncertain future events or those present obligations where the outflows of resources are uncertain or cannot be measured reliably. Contingent liabilities are not recognised in the financial statements but are disclosed unless they are remote.
Provision is made for expected credit losses in respect of irrevocable undrawn loan commitments and financial guarantee contracts (see (H) above).
(P) Share capital
Incremental costs directly attributable to the issue of new shares or options or to the acquisition of a business are shown in equity as a deduction, net of tax, from the proceeds. Dividends paid on the Group’s ordinary shares are recognised as a reduction in equity in the period in which they are paid.
Where the Company or any member of the Group purchases the Company’s share capital, the consideration paid is deducted from shareholders’ equity as treasury shares until they are cancelled; if these shares are subsequently sold or reissued, any consideration received is included in shareholders’ equity.
(Q) Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise cash and non-mandatory balances with central banks and amounts due from banks with a maturity of less than three months.
NOTE 3: CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions in applying the accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty in these financial statements, which together are deemed critical to the Group’s results and financial position, are as follows:
Allowance for expected credit losses
The Group recognises an allowance for expected credit losses for loans and advances to customers and banks, other financial assets held at amortised cost, financial assets measured at fair value through other comprehensive income and certain loan commitment and financial guarantee contracts. At 31 December 2019 the Group’s expected credit loss allowance was £3,455 million (31 December 2018: £3,362 million), of which £3,278 million (31 December 2018: £3,169 million) was in respect of drawn balances.
The calculation of the Group’s expected credit loss (ECL) allowances and provisions against loan commitments and guarantees under IFRS 9 requires the Group to make a number of judgements, assumptions and estimates. The most significant are set out below.
DEFINITION OF DEFAULT
The probability of default (PD) of an exposure, both over a 12 month period and over its lifetime, is a key input to the measurement of the ECL allowance. Default has occurred when there is evidence that the customer is experiencing significant financial difficulty which is likely to affect the ability to repay amounts due. The definition of default adopted by the Group is described in note 2(H) Impairment of financial assets. The Group has rebutted the presumption in IFRS 9 that default occurs no later than when a payment is 90 days past due for UK mortgages. As a result, at 31 December 2019, approximately £0.6 billion of UK mortgages (31 December 2018: £0.6 billion) were classified as Stage 2 rather than Stage 3; the impact on the Group’s ECL allowance was not material.
LIFETIME OF AN EXPOSURE
The PD of a financial asset is dependent on its expected life. A range of approaches, segmented by product type, has been adopted by the Group to estimate a product’s expected life. These include using the full contractual life and taking into account behavioural factors such as early repayments and refinancing. For non-revolving retail assets, the Group has assumed the expected life for each product to be the time taken for all significant losses to be observed. For retail revolving products, the Group has considered the losses beyond the contractual term over which the Group is exposed to credit risk. For commercial overdraft facilities, the average behavioural life has been used. Changes to the assumed expected lives of the Group’s assets could impact the ECL allowance recognised by the Group.
SIGNIFICANT INCREASE IN CREDIT RISK
Performing assets are classified as either Stage 1 or Stage 2. An ECL allowance equivalent to 12 months expected losses is established against assets in Stage 1; assets classified as Stage 2 carry an ECL allowance equivalent to lifetime expected losses. Assets are transferred from Stage 1 to Stage 2 when there has been a significant increase in credit risk (SICR) since initial recognition.
The Group uses a quantitative test together with qualitative indicators to determine whether there has been a SICR for an asset. For retail, a deterioration in the Retail Master Scale of four grades for credit cards, personal loans or overdrafts, three grades for personal mortgages, or two grades for UK motor finance accounts is treated as a SICR. For Commercial a doubling of PD with a minimum increase in PD of 1 per cent and a resulting change in the underlying grade is treated as a SICR. All financial assets are assumed to have suffered a SICR if they are more than 30 days past due.
F-21 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES continued
The setting of precise trigger points combined with risk indicators requires judgement. The use of different trigger points may have a material impact upon the size of the ECL allowance. The Group monitors the effectiveness of SICR criteria on an ongoing basis.
POST-MODEL ADJUSTMENTS
Limitations in the Group’s impairment models or input data may be identified through the on-going assessment and validation of the output of the models. In these circumstances, management make appropriate adjustments to the Group’s allowance for impairment losses to ensure the overall provision adequately reflects all material risks. These adjustments are generally determined taking into account the particular attributes of the exposure which have not been adequately captured by the primary impairment models.
At 31 December 2019, significant post-model adjustments included within the allowance for expected credit losses amounted to £161 million (2018: £195 million), less than 5 percent of overall provisions. This comprises increases for the additional end of term risk on interest only mortgages of £132 million (2018: £114 million); mortgage accounts in long term default of £33 million (2018: £47 million); the extension of modelled lifetime on Retail revolving products of £36 million (2018: £34 million); and a decrease from the temporary effects of bureau data changes which artificially inflate PDs, and the resulting ECL, of £40 million; (2018: Nil).
FORWARD LOOKING INFORMATION
The measurement of expected credit losses is required to reflect an unbiased probability-weighted range of possible future outcomes. In order to do this, the Group has developed an economic model to project a wide range of key impairment drivers using information derived mainly from external sources. These drivers include factors such as the unemployment rate, the house price index, commercial property prices and corporate credit spreads. The model-generated economic scenarios for the six years beyond 2019 are mapped to industry-wide historical loss data by portfolio. Combined losses across portfolios are used to rank the scenarios by severity of loss. Alongside a defined central scenario three further scenarios are generated by averaging a group of individual scenarios around specified points along the loss distribution to reflect the range of outcomes. The central scenario reflects the Group’s base case assumptions used for medium-term planning purposes, an upside and a downside scenario are also produced together with a severe downside scenario. Rare occurrences of adverse economic events can lead to relatively large credit losses which means that typically the most likely outcome is less than the probability-weighted outcome of the range of possible future events. To allow for this a relatively unlikely severe downside scenario is therefore included. At 31 December 2018 and 2019, the base case, upside and downside scenarios each carry a 30 per cent weighting; the severe downside scenario is weighted at 10 per cent. The choice of alternative scenarios and scenario weights is a combination of quantitative analysis and judgemental assessment to ensure that the full range of possible outcomes and material non-linearity of losses are captured. A committee under the chairmanship of the Chief Economist meets quarterly, to review and, if appropriate, recommend changes to the economic scenarios to the Chief Financial Officer and Chief Risk Officer. Findings dealing with all aspects of the expected credit loss calculation are presented to the Group Audit Committee.
For each major product grouping models have been developed which utilise historical credit loss data to produce PDs for each scenario; an overall weighted average PD is used to assist in determining the staging of financial assets and related ECL.
The key UK economic assumptions made by the Group averaged over a five-year period are shown below:
At 31 December 2019 | At 31 December 2018 | |||||||||||||||||||||||||||||||
Severe | Severe | |||||||||||||||||||||||||||||||
Base case | Upside | Downside | downside | Base case | Upside | Downside | downside | |||||||||||||||||||||||||
Economic assumptions | % | % | % | % | % | % | % | % | ||||||||||||||||||||||||
Interest rate | 1.25 | 2.04 | 0.49 | 0.11 | 1.25 | 2.34 | 1.30 | 0.71 | ||||||||||||||||||||||||
Unemployment rate | 4.3 | 3.9 | 5.8 | 7.2 | 4.5 | 3.9 | 5.3 | 6.9 | ||||||||||||||||||||||||
House price growth | 1.3 | 5.0 | (2.6 | ) | (7.1 | ) | 2.5 | 6.1 | (4.8 | ) | (7.5 | ) | ||||||||||||||||||||
Commercial real estate price growth | (0.2 | ) | 1.8 | (3.8 | ) | (7.1 | ) | 0.4 | 5.3 | (4.7 | ) | (6.4 | ) |
The Group’s base-case economic scenario has changed little over the year and reflects a broadly stable outlook for the economy. Although there remains considerable uncertainty about the economic consequences of the UK’s exit from the European Union, the Group considers that at this stage the range of possible economic outcomes is adequately reflected in its choice and weighting of scenarios. The averages shown above do not fully reflect the peak to trough changes in the stated assumptions over the period. The tables below illustrate the variability of the assumptions from the start of the scenario period to the peak and trough.
At 31 December 2019 | At 31 December 2018 | |||||||||||||||||||||||||||||||
Severe | Severe | |||||||||||||||||||||||||||||||
Base case | Upside | Downside | downside | Base case | Upside | Downside | downside | |||||||||||||||||||||||||
Economic assumptions – start to peak | % | % | % | % | % | % | % | % | ||||||||||||||||||||||||
Interest rate | 1.75 | 2.56 | 0.75 | 0.75 | 1.75 | 4.00 | 1.75 | 1.25 | ||||||||||||||||||||||||
Unemployment rate | 4.6 | 4.6 | 6.9 | 8.3 | 4.8 | 4.3 | 6.3 | 8.6 | ||||||||||||||||||||||||
House price growth | 6.0 | 26.3 | (1.9 | ) | (2.3 | ) | 13.7 | 34.9 | 0.6 | (1.6 | ) | |||||||||||||||||||||
Commercial real estate price growth | 0.1 | 10.4 | (0.6 | ) | (1.1 | ) | 0.1 | 26.9 | (0.5 | ) | (0.5 | ) | ||||||||||||||||||||
At 31 December 2019 | At 31 December 2018 | |||||||||||||||||||||||||||||||
Severe | Severe | |||||||||||||||||||||||||||||||
Base case | Upside | Downside | downside | Base case | Upside | Downside | downside | |||||||||||||||||||||||||
Economic assumptions – start to trough | % | % | % | % | % | % | % | % | ||||||||||||||||||||||||
Interest rate | 0.75 | 0.75 | 0.35 | 0.01 | 0.75 | 0.75 | 0.75 | 0.25 | ||||||||||||||||||||||||
Unemployment rate | 3.8 | 3.4 | 3.9 | 3.9 | 4.1 | 3.5 | 4.3 | 4.2 | ||||||||||||||||||||||||
House price growth | (1.9 | ) | (0.8 | ) | (14.8 | ) | (33.1 | ) | 0.4 | 2.3 | (26.5 | ) | (33.5 | ) | ||||||||||||||||||
Commercial real estate price growth | (0.9 | ) | 0.3 | (17.5 | ) | (30.9 | ) | (0.1 | ) | 0.0 | (23.8 | ) | (33.8 | ) |
The table below shows the extent to which a higher ECL allowance has been recognised to take account of forward looking information from the weighted multiple economic scenarios. The most significant difference between these bases arises on UK mortgages as the probability weighted ECL includes the
F-22 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES continued
impact of house price movements on the loss given default. For other portfolios adjustment is made only for the probability of default. All non-modelled provisions, including post model adjustments, are based on the probability weighted modelled ECL across all scenarios.
At 31 December 2019 | At 31 December 2018 | |||||||||||||||||||||||
Probability | Probability | |||||||||||||||||||||||
Base case | weighted | Difference | Base case | weighted | Difference | |||||||||||||||||||
Impact of multiple economic scenarios | £m | £m | £m | £m | £m | £m | ||||||||||||||||||
UK mortgages | 464 | 569 | 105 | 253 | 460 | 207 | ||||||||||||||||||
Other Retail | 1,492 | 1,521 | 29 | 1,294 | 1,308 | 14 | ||||||||||||||||||
Commercial Banking | 1,258 | 1,315 | 57 | 1,472 | 1,513 | 41 | ||||||||||||||||||
Other | 50 | 50 | – | 81 | 81 | – | ||||||||||||||||||
3,264 | 3,455 | 191 | 3,100 | 3,362 | 262 |
The table below shows the Group’s ECL for the upside and downside scenarios using a 100 per cent weighting, with stage allocation based on each specific scenario.
Valuation of assets and liabilities arising from insurance business
At 31 December 2019, the Group recognised a value of in-force business asset of £5,311 million (2018: £4,491 million) and an acquired value of in-force business asset of £247 million (2018: £271 million).
The value of in-force business asset represents the estimated present value of future profits expected to arise from the portfolio of in-force life insurance and participating investment contracts. The valuation of this asset requires assumptions to be made about future economic and operating conditions which are inherently uncertain and changes could significantly affect the value attributed to this asset. The methodology used to value this asset and the key assumptions that have been made in determining the carrying value of the value of in-force business asset at 31 December 2019 are set out in note 25.
At 31 December 2019, the Group carried total liabilities arising from insurance contracts and participating investment contracts of £111,449 million (2018: £98,874 million). Elements of the valuations of liabilities arising from insurance contracts and participating investment contracts require management to estimate future investment returns, future mortality rates, future expenses and future policyholder behaviour. These estimates are subject to significant uncertainty. The methodology used to value these liabilities and the key assumptions that have been made in determining their carrying value are set out in note 32.
The effect on the Group’s profit before tax and shareholders’ equity of changes in key assumptions used in determining the life insurance assets and liabilities is set out in note 33.
Defined benefit pension scheme obligations
The net asset recognised in the balance sheet at 31 December 2019 in respect of the Group’s defined benefit pension scheme obligations was £550 million (comprising an asset of £681 million and a liability of £131 million) (2018: a net asset of £1,146 million comprising an asset of £1,267 million and a liability of £121 million). The Group’s accounting policy for its defined benefit pension scheme obligations is set out in note 2(K).
The accounting valuation of the Group’s defined benefit pension schemes’ liabilities requires management to make a number of assumptions. The key areas of estimation uncertainty are the discount rate applied to future cash flows and the expected lifetime of the schemes’ members. The discount rate is required to be set with reference to market yields at the end of the reporting period on high quality corporate bonds in the currency and with a term consistent with the defined benefit pension schemes’ obligations. The average duration of the schemes’ obligations is approximately 18 years. The market for bonds with a similar duration is illiquid and, as a result, significant management judgement is required to determine an appropriate yield curve on which to base the discount rate. The cost of the benefits payable by the schemes will also depend upon the life expectancy of the members. The Group considers latest market practice and actual experience in determining the appropriate assumptions for both current mortality expectations and the rate of
F-23 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES continued
future mortality improvement. It is uncertain whether this rate of improvement will be sustained going forward and, as a result, actual experience may differ from current expectations. The effect on the net accounting surplus or deficit and on the pension charge in the Group’s income statement of changes to the principal actuarial assumptions is set out in part (v) of note 36.
Recoverability of deferred tax assets
At 31 December 2019 the Group carried deferred tax assets on its balance sheet of £2,666 million (2018: £2,453 million) principally relating to tax losses carried forward. Further information on the Group’s deferred tax assets and uncertain tax positions is provided in notes 37 and 48 respectively.
Estimation of income taxes includes the assessment of recoverability of deferred tax assets. Deferred tax assets are only recognised to the extent they are considered more likely than not to be recoverable based on existing tax laws and forecasts of future taxable profits against which the underlying tax deductions can be utilised. The Group has recognised a deferred tax asset of £3,611 million (2018: £3,778 million) in respect of UK trading losses carried forward. Substantially all of these losses have arisen in Bank of Scotland plc and Lloyds Bank plc, and they will be utilised as taxable profits arise in those legal entities in future periods.
The Group’s expectations as to the level of future taxable profits take into account the Group’s long-term financial and strategic plans, and anticipated future tax-adjusting items. In making this assessment, account is taken of business plans, the Board-approved operating plan and the expected future economic outlook, as well as the risks associated with future regulatory change. Under current law there is no expiry date for UK trading losses not yet utilised, although (since Finance Act 2016) banking losses that arose before 1 April 2015 can only be used against 25 per cent of taxable profits arising after 1 April 2016, and they cannot be used to reduce the surcharge on banking profits. This restriction in utilisation means that the value of the deferred tax asset is only expected to be fully recovered by 2039. It is possible that future tax law changes could materially affect the value of these losses ultimately realised by the Group.
As disclosed in note 37, deferred tax assets totalling £428 million (2018: £584 million) have not been recognised in respect of certain capital and trading losses carried forward, unrelieved foreign tax credits and other tax deductions, as there are currently no expected future taxable profits against which these assets can be utilised.
Regulatory provisions
At 31 December 2019, the Group carried provisions of £2,408 million (2018: £2,385 million) against the cost of making redress payments to customers and the related administration costs in connection with historical regulatory breaches.
Determining the amount of the provisions, which represent management’s best estimate of the cost of settling these issues, requires the exercise of significant judgement and estimate. It will often be necessary to form a view on matters which are inherently uncertain, such as the scope of reviews required by regulators, and to estimate the number of future complaints, the extent to which they will be upheld, the average cost of redress and the impact of legal decisions that may be relevant to claims received. Consequently the continued appropriateness of the underlying assumptions is reviewed on a regular basis against actual experience and other relevant evidence and adjustments made to the provisions where appropriate.
More detail on the nature of the assumptions that have been made and key sensitivities is set out in note 38.
Fair value of financial instruments
At 31 December 2019, the carrying value of the Group’s financial instrument assets held at fair value was £211,650 million (2018: £206,939 million), and its financial instrument liabilities held at fair value was £47,265 million (2018: £51,920 million).
In accordance with IFRS 13 Fair Value Measurement, the Group categorises financial instruments carried on the balance sheet at fair value using a three level hierarchy. Financial instruments categorised as level 1 are valued using quoted market prices and therefore minimal estimates are made in determining fair value. The fair value of financial instruments categorised as level 2 and, in particular, level 3 is determined using valuation techniques including discounted cash flow analysis and valuation models.
The valuation techniques for level 2 and level 3 financial instruments involve management judgement and estimates the extent of which depends on the complexity of the instrument and the availability of market observable information. In addition, in line with market practice, the Group applies credit, debit and funding valuation adjustments in determining the fair value of its uncollateralised derivative positions. A description of these adjustments is set out in note 50. Further details of the Group’s level 3 financial instruments and the sensitivity of their valuation including the effect of applying reasonably possible alternative assumptions in determining their fair value are also set out in note 50. Details about sensitivities to market risk arising from trading assets and other treasury positions can be found on page 108.
F-24 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: SEGMENTAL ANALYSIS
Lloyds Banking Group provides a wide range of banking and financial services in the UK and in certain locations overseas.
The Group Executive Committee (GEC) has been determined to be the chief operating decision maker for the Group. The Group’s operating segments reflect its organisational and management structures. The GEC reviews the Group’s internal reporting based around these segments in order to assess performance and allocate resources. GEC considers interest income and expense on a net basis and consequently the total interest income and expense for all reportable segments is presented net. The segments are differentiated by the type of products provided and by whether the customers are individuals or corporate entities.
The segmental results and comparatives are presented on an underlying basis, the basis reviewed by the chief operating decision maker. The effects of the following are excluded in arriving at underlying profit:
– | market volatility and asset sales, including the effects of certain asset sales, the volatility relating to the Group’s own debt and hedging arrangements and that arising in the insurance businesses; |
– | the unwind of acquisition-related fair value adjustments and the amortisation of purchased intangible assets; |
– | restructuring costs, principally comprising severance costs, the costs of integrating newly acquired businesses, the cost of regulatory reform and the rationalisation of the non-branch property portfolio; and |
– | payment protection insurance. |
For the purposes of the underlying income statement, operating lease depreciation (net of gains on disposal of operating lease assets) is shown as an adjustment to total income.
During 2019, the Group transferred Cardnet, its card payment acceptance service, from Retail into Commercial Banking and also transferred certain equity business from Commercial Banking into Central items. Comparative figures have been restated accordingly.
The Group’s activities are organised into three financial reporting segments: Retail; Commercial Banking; and Insurance and Wealth.
Retail offers a broad range of financial service products, including current accounts, savings, mortgages, motor finance and unsecured consumer lending to personal and small business customers.
Commercial Banking provides a range of products and services such as lending, transactional banking, working capital management, risk management and debt capital markets services to SMEs, corporates and financial institutions.
Insurance and Wealth offers insurance, investment and wealth management products and services.
Other includes income and expenditure not attributed to divisions, including the costs of certain central and head office functions and the Group’s private equity business, Lloyds Development Capital.
Inter-segment services are generally recharged at cost, although some attract a margin. In particular a profit margin is charged on the internal commission arrangements between the UK branch and other distribution networks and the insurance product manufacturing businesses within the Group. Inter-segment lending and deposits are generally entered into at market rates, except that non-interest bearing balances are priced at a rate that reflects the external yield that could be earned on such funds.
For the majority of those derivative contracts entered into by business units for risk management purposes, the business unit recognises the net interest income or expense on an accrual accounting basis and transfers the remainder of the movement in the fair value of the derivative to the central function where the resulting accounting volatility is managed where possible through the establishment of hedge accounting relationships. Any change in fair value of the hedged instrument attributable to the hedged risk is also recorded within the central function. This allocation of the fair value of the derivative and change in fair value of the hedged instrument attributable to the hedged risk avoids accounting asymmetry in segmental results and leads to accounting volatility, which is managed centrally and reported within Other.
F-25 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: SEGMENTAL ANALYSIS continued
Retail
£m |
Commercial
Banking £m |
Insurance
and Wealth £m |
Other
£m |
Underlying
basis total £m |
||||||||||||||||
Year ended 31 December 2019 | ||||||||||||||||||||
Net interest income | 8,807 | 2,918 | 112 | 540 | 12,377 | |||||||||||||||
Other income, net of insurance claims | 2,014 | 1,422 | 2,021 | 275 | 5,732 | |||||||||||||||
Total underlying income, net of insurance claims | 10,821 | 4,340 | 2,133 | 815 | 18,109 | |||||||||||||||
Operating lease depreciation1 | (946 | ) | (21 | ) | – | – | (967 | ) | ||||||||||||
Net income | 9,875 | 4,319 | 2,133 | 815 | 17,142 | |||||||||||||||
Operating costs | (4,760 | ) | (2,081 | ) | (982 | ) | (52 | ) | (7,875 | ) | ||||||||||
Remediation | (238 | ) | (155 | ) | (50 | ) | (2 | ) | (445 | ) | ||||||||||
Total costs | (4,998 | ) | (2,236 | ) | (1,032 | ) | (54 | ) | (8,320 | ) | ||||||||||
Impairment (charge) credit | (1,038 | ) | (306 | ) | – | 53 | (1,291 | ) | ||||||||||||
Underlying profit | 3,839 | 1,777 | 1,101 | 814 | 7,531 | |||||||||||||||
External income | 13,109 | 3,394 | 1,740 | (134 | ) | 18,109 | ||||||||||||||
Inter-segment income (expense) | (2,288 | ) | 946 | 393 | 949 | – | ||||||||||||||
Segment underlying income, net of insurance claims | 10,821 | 4,340 | 2,133 | 815 | 18,109 | |||||||||||||||
Segment external assets | 350,585 | 145,060 | 175,869 | 162,379 | 833,893 | |||||||||||||||
Segment customer deposits | 252,056 | 145,122 | 13,677 | 10,465 | 421,320 | |||||||||||||||
Segment external liabilities | 259,964 | 183,390 | 182,333 | 160,400 | 786,087 | |||||||||||||||
Analysis of segment underlying other income, net of insurance claims: | ||||||||||||||||||||
Current accounts | 518 | 136 | 5 | – | 659 | |||||||||||||||
Credit and debit card fees | 652 | 330 | – | – | 982 | |||||||||||||||
Commercial banking and treasury fees | – | 248 | – | – | 248 | |||||||||||||||
Unit trust and insurance broking | 9 | – | 197 | – | 206 | |||||||||||||||
Private banking and asset management | – | 4 | 65 | – | 69 | |||||||||||||||
Factoring | – | 103 | – | – | 103 | |||||||||||||||
Other fees and commissions | 54 | 249 | 156 | 30 | 489 | |||||||||||||||
Fees and commissions receivable | 1,233 | 1,070 | 423 | 30 | 2,756 | |||||||||||||||
Fees and commissions payable | (571 | ) | (321 | ) | (405 | ) | (53 | ) | (1,350 | ) | ||||||||||
Net fee and commission income | 662 | 749 | 18 | (23 | ) | 1,406 | ||||||||||||||
Operating lease rental income | 1,225 | 25 | – | – | 1,250 | |||||||||||||||
Rental income from investment properties | – | – | 191 | – | 191 | |||||||||||||||
Gains less losses on disposal of financial assets at fair value through other comprehensive income | – | (5 | ) | – | 201 | 196 | ||||||||||||||
Lease termination income | – | 12 | – | – | 12 | |||||||||||||||
Trading income | 47 | 812 | – | 278 | 1,137 | |||||||||||||||
Insurance and other, net of insurance claims | 206 | 72 | 2,216 | (954 | ) | 1,540 | ||||||||||||||
Other external income, net of insurance claims | 1,478 | 916 | 2,407 | (475 | ) | 4,326 | ||||||||||||||
Inter-segment other income | (126 | ) | (243 | ) | (404 | ) | 773 | – | ||||||||||||
Segment other income, net of insurance claims | 2,014 | 1,422 | 2,021 | 275 | 5,732 | |||||||||||||||
Other segment items reflected in | ||||||||||||||||||||
income statement above: | ||||||||||||||||||||
Depreciation and amortisation | 1,712 | 315 | 181 | 452 | 2,660 | |||||||||||||||
Increase in value of in-force business | – | – | 825 | – | 825 | |||||||||||||||
Defined benefit scheme charges | 108 | 43 | 19 | 75 | 245 | |||||||||||||||
Other segment items: | ||||||||||||||||||||
Additions to fixed assets | 2,208 | 260 | 174 | 1,007 | 3,649 | |||||||||||||||
Investments in joint ventures and associates at end of year | 4 | – | – | 300 | 304 |
1 | Net of profits on disposal of operating lease assets of £41 million. |
F-26 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: SEGMENTAL ANALYSIS continued
Retail
£m |
Commercial
Banking £m |
Insurance
and Wealth £m |
Other
£m |
Underlying
basis total £m |
||||||||||||||||
Year ended 31 December 20181 | ||||||||||||||||||||
Net interest income | 9,060 | 3,013 | 123 | 518 | 12,714 | |||||||||||||||
Other income, net of insurance claims | 2,097 | 1,670 | 1,865 | 378 | 6,010 | |||||||||||||||
Total underlying income, net of insurance claims | 11,157 | 4,683 | 1,988 | 896 | 18,724 | |||||||||||||||
Operating lease depreciation2 | (921 | ) | (35 | ) | – | – | (956 | ) | ||||||||||||
Net income | 10,236 | 4,648 | 1,988 | 896 | 17,768 | |||||||||||||||
Operating costs | (4,897 | ) | (2,191 | ) | (1,021 | ) | (56 | ) | (8,165 | ) | ||||||||||
Remediation | (267 | ) | (203 | ) | (39 | ) | (91 | ) | (600 | ) | ||||||||||
Total costs | (5,164 | ) | (2,394 | ) | (1,060 | ) | (147 | ) | (8,765 | ) | ||||||||||
Impairment (charge) credit | (861 | ) | (71 | ) | (1 | ) | (4 | ) | (937 | ) | ||||||||||
Underlying profit | 4,211 | 2,183 | 927 | 745 | 8,066 | |||||||||||||||
External income | 13,022 | 4,889 | 1,895 | (1,082 | ) | 18,724 | ||||||||||||||
Inter-segment income (expense) | (1,865 | ) | (206 | ) | 93 | 1,978 | – | |||||||||||||
Segment underlying income, net of insurance claims | 11,157 | 4,683 | 1,988 | 896 | 18,724 | |||||||||||||||
Segment external assets | 349,412 | 165,030 | 140,487 | 142,669 | 797,598 | |||||||||||||||
Segment customer deposits | 252,808 | 148,635 | 14,063 | 2,560 | 418,066 | |||||||||||||||
Segment external liabilities | 259,778 | 191,687 | 147,673 | 148,261 | 747,399 | |||||||||||||||
Analysis of segment underlying other income, net of insurance claims | ||||||||||||||||||||
Current accounts | 503 | 142 | 5 | – | 650 | |||||||||||||||
Credit and debit card fees | 660 | 332 | 1 | – | 993 | |||||||||||||||
Commercial banking and treasury fees | – | 305 | – | – | 305 | |||||||||||||||
Unit trust and insurance broking | 13 | – | 208 | – | 221 | |||||||||||||||
Private banking and asset management | – | 5 | 92 | – | 97 | |||||||||||||||
Factoring | – | 83 | – | – | 83 | |||||||||||||||
Other fees and commissions | 52 | 253 | 163 | 31 | 499 | |||||||||||||||
Fees and commissions receivable | 1,228 | 1,120 | 469 | 31 | 2,848 | |||||||||||||||
Fees and commissions payable | (601 | ) | (311 | ) | (418 | ) | (56 | ) | (1,386 | ) | ||||||||||
Net fee and commission income | 627 | 809 | 51 | (25 | ) | 1,462 | ||||||||||||||
Operating lease rental income | 1,305 | 38 | – | – | 1,343 | |||||||||||||||
Rental income from investment properties | – | – | 197 | – | 197 | |||||||||||||||
Gains less losses on disposal of financial assets at fair value through other comprehensive income | – | – | – | 275 | 275 | |||||||||||||||
Lease termination income | – | 7 | – | – | 7 | |||||||||||||||
Net trading income, excluding insurance | 71 | 711 | – | 282 | 1,064 | |||||||||||||||
Insurance and other, net of insurance claims | 247 | 356 | 2,146 | (1,087 | ) | 1,662 | ||||||||||||||
Other external income, net of insurance claims | 1,623 | 1,112 | 2,343 | (530 | ) | 4,548 | ||||||||||||||
Inter-segment other income | (153 | ) | (251 | ) | (529 | ) | 933 | – | ||||||||||||
Segment other income, net of insurance claims | 2,097 | 1,670 | 1,865 | 378 | 6,010 | |||||||||||||||
Other segment items reflected in income statement above: | ||||||||||||||||||||
Depreciation and amortisation | 1,573 | 278 | 154 | 400 | 2,405 | |||||||||||||||
Decrease in value of in-force business | – | – | (55 | ) | – | (55 | ) | |||||||||||||
Defined benefit scheme charges | 121 | 49 | 20 | 215 | 405 | |||||||||||||||
Other segment items: | ||||||||||||||||||||
Additions to fixed assets | 2,092 | 208 | 223 | 991 | 3,514 | |||||||||||||||
Investments in joint ventures and associates at end of year | 4 | – | – | 87 | 91 |
1 | Restated, see page F-25. |
2 | Net of profits on disposal of operating lease assets of £60 million. |
F-27 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: SEGMENTAL ANALYSIS continued
Retail
£m |
Commercial
Banking £m |
Insurance
and Wealth £m |
Other
£m |
Underlying basis
total £m |
||||||||||||||||
Year ended 31 December 20171 | ||||||||||||||||||||
Net interest income | 8,695 | 3,040 | 133 | 452 | 12,320 | |||||||||||||||
Other income, net of insurance claims | 2,150 | 1,803 | 1,846 | 406 | 6,205 | |||||||||||||||
Total underlying income, net of insurance claims | 10,845 | 4,843 | 1,979 | 858 | 18,525 | |||||||||||||||
Operating lease depreciation2 | (947 | ) | (105 | ) | – | (1 | ) | (1,053 | ) | |||||||||||
Net income | 9,898 | 4,738 | 1,979 | 857 | 17,472 | |||||||||||||||
Operating costs | (4,847 | ) | (2,249 | ) | (1,040 | ) | (48 | ) | (8,184 | ) | ||||||||||
Remediation | (633 | ) | (173 | ) | (40 | ) | (19 | ) | (865 | ) | ||||||||||
Total costs | (5,480 | ) | (2,422 | ) | (1,080 | ) | (67 | ) | (9,049 | ) | ||||||||||
Impairment (charge) credit | (710 | ) | (95 | ) | – | 10 | (795 | ) | ||||||||||||
Underlying profit | 3,708 | 2,221 | 899 | 800 | 7,628 | |||||||||||||||
External income | 12,606 | 3,181 | 1,883 | 855 | 18,525 | |||||||||||||||
Inter-segment income (expense) | (1,761 | ) | 1,662 | 96 | 3 | – | ||||||||||||||
Segment underlying income, net of insurance claims | 10,845 | 4,843 | 1,979 | 858 | 18,525 | |||||||||||||||
Segment external assets | 350,051 | 177,763 | 151,986 | 132,309 | 812,109 | |||||||||||||||
Segment customer deposits | 253,127 | 148,313 | 13,770 | 2,914 | 418,124 | |||||||||||||||
Segment external liabilities | 258,246 | 224,918 | 157,824 | 121,978 | 762,966 | |||||||||||||||
Analysis of segment underlying other income, net of insurance claims: | ||||||||||||||||||||
Current accounts | 572 | 135 | 5 | – | 712 | |||||||||||||||
Credit and debit card fees | 640 | 312 | 1 | – | 953 | |||||||||||||||
Commercial banking and treasury fees | – | 321 | – | – | 321 | |||||||||||||||
Unit trust and insurance broking | 10 | – | 214 | – | 224 | |||||||||||||||
Private banking and asset management | – | 5 | 93 | – | 98 | |||||||||||||||
Factoring | – | 91 | – | – | 91 | |||||||||||||||
Other fees and commissions | 95 | 273 | 184 | 14 | 566 | |||||||||||||||
Fees and commissions receivable | 1,317 | 1,137 | 497 | 14 | 2,965 | |||||||||||||||
Fees and commissions payable | (636 | ) | (287 | ) | (380 | ) | (79 | ) | (1,382 | ) | ||||||||||
Net fee and commission income | 681 | 850 | 117 | (65 | ) | 1,583 | ||||||||||||||
Operating lease rental income | 1,281 | 63 | – | – | 1,344 | |||||||||||||||
Rental income from investment properties | – | 1 | 212 | – | 213 | |||||||||||||||
Gains less losses on disposal of available-for-sale financial assets | – | 5 | (3 | ) | 444 | 446 | ||||||||||||||
Lease termination income | – | 74 | – | – | 74 | |||||||||||||||
Trading income | 26 | 481 | – | (89 | ) | 418 | ||||||||||||||
Insurance and other, net of insurance claims | 6 | (6 | ) | 2,223 | (96 | ) | 2,127 | |||||||||||||
Other external income, net of insurance claims | 1,313 | 618 | 2,432 | 259 | 4,622 | |||||||||||||||
Inter-segment other income | 156 | 335 | (703 | ) | 212 | – | ||||||||||||||
Segment other income, net of insurance claims | 2,150 | 1,803 | 1,846 | 406 | 6,205 | |||||||||||||||
Other segment items reflected in income statement above: | ||||||||||||||||||||
Depreciation and amortisation | 1,547 | 322 | 197 | 304 | 2,370 | |||||||||||||||
Increase in value of in-force business | – | – | (165 | ) | – | (165 | ) | |||||||||||||
Defined benefit scheme charges | 149 | 53 | 25 | 132 | 359 | |||||||||||||||
Other segment items: | ||||||||||||||||||||
Additions to fixed assets | 2,431 | 130 | 274 | 820 | 3,655 | |||||||||||||||
Investments in joint ventures and associates at end of year | 12 | – | – | 53 | 65 |
1 | Restated see page F-25. |
2 | Net of profits on disposal of operating lease assets of £32 million. |
F-28 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: SEGMENTAL ANALYSIS continued
Reconciliation of underlying basis to statutory results
The underlying basis is the basis on which financial information is presented to the chief operating decision maker which excludes certain items included in the statutory results. The table below reconciles the statutory results to the underlying basis.
Removal of: | ||||||||||||||||||||
Lloyds
Banking Group statutory £m |
Volatility
and other items1 £m |
Insurance
gross up2 £m |
PPI
£m |
Underlying
basis £m |
||||||||||||||||
Year ended 31 December 2019 | ||||||||||||||||||||
Net interest income | 10,180 | 379 | 1,818 | – | 12,377 | |||||||||||||||
Other income, net of insurance claims | 8,179 | (426 | ) | (2,021 | ) | – | 5,732 | |||||||||||||
Total income, net of insurance claims | 18,359 | (47 | ) | (203 | ) | – | 18,109 | |||||||||||||
Operating lease depreciation3 | (967 | ) | – | – | (967 | ) | ||||||||||||||
Net income | 18,359 | (1,014 | ) | (203 | ) | – | 17,142 | |||||||||||||
Operating expenses | (12,670 | ) | 1,697 | 203 | 2,450 | (8,320 | ) | |||||||||||||
Impairment | (1,296 | ) | 5 | – | – | (1,291 | ) | |||||||||||||
Profit before tax | 4,393 | 688 | – | 2,450 | 7,531 | |||||||||||||||
Removal of: | ||||||||||||||||||||
Lloyds
Banking Group statutory £m |
Volatility
and other items4 £m |
Insurance
gross up2 £m |
PPI
£m |
Underlying
basis £m |
||||||||||||||||
Year ended 31 December 2018 | ||||||||||||||||||||
Net interest income | 13,396 | 152 | (834 | ) | – | 12,714 | ||||||||||||||
Other income, net of insurance claims | 5,230 | 107 | 673 | – | 6,010 | |||||||||||||||
Total income, net of insurance claims | 18,626 | 259 | (161 | ) | – | 18,724 | ||||||||||||||
Operating lease depreciation3 | (956 | ) | – | – | (956 | ) | ||||||||||||||
Net income | 18,626 | (697 | ) | (161 | ) | – | 17,768 | |||||||||||||
Operating expenses | (11,729 | ) | 2,053 | 161 | 750 | (8,765 | ) | |||||||||||||
Impairment | (937 | ) | – | – | – | (937 | ) | |||||||||||||
Profit before tax | 5,960 | 1,356 | – | 750 | 8,066 | |||||||||||||||
Removal of: | ||||||||||||||||||||
Lloyds
Banking Group statutory £m |
Volatility
and other items5 £m |
Insurance
gross up2 £m |
PPI
£m |
Underlying
basis £m |
||||||||||||||||
Year ended 31 December 2017 | ||||||||||||||||||||
Net interest income | 10,912 | 228 | 1,180 | – | 12,320 | |||||||||||||||
Other income, net of insurance claims | 7,747 | (186 | ) | (1,356 | ) | – | 6,205 | |||||||||||||
Total income, net of insurance claims | 18,659 | 42 | (176 | ) | – | 18,525 | ||||||||||||||
Operating lease depreciation3 | (1,053 | ) | – | – | (1,053 | ) | ||||||||||||||
Net income | 18,659 | (1,011 | ) | (176 | ) | – | 17,472 | |||||||||||||
Operating expenses | (12,346 | ) | 1,821 | 176 | 1,300 | (9,049 | ) | |||||||||||||
Impairment | (688 | ) | (107 | ) | – | – | (795 | ) | ||||||||||||
Profit before tax | 5,625 | 703 | – | 1,300 | 7,628 |
1 | In the year ended 31 December 2019 this comprises the effects of asset sales (gains of £214 million); volatility and other items (losses of £88 million); the amortisation of purchased intangibles (£68 million); restructuring (£471 million, comprising severance related costs, the integration of Zurich’s UK workplace pensions and savings business and costs associated with establishing the Schroders Personal Wealth joint venture); and the fair value unwind and other items (losses of £275 million). |
2 | The Group’s insurance businesses’ income statements include income and expenditure which are attributable to the policyholders of the Group’s long-term assurance funds. These items have no impact in total upon the profit attributable to equity shareholders and, in order to provide a clearer representation of the underlying trends within the business, these items are shown net within the underlying results. |
3 | Net of profits on disposal of operating lease assets of £41 million (2018: £60 million; 2017: £32 million). |
4 | Comprises the effects of asset sales (loss of £145 million); volatility and other items (gains of £95 million); the amortisation of purchased intangibles (£108 million); restructuring (£879 million, comprising severance related costs, the rationalisation of the non-branch property portfolio, the work on implementing the ring-fencing requirements and the integration of MBNA and Zurich’s UK workplace pensions and savings business); and the fair value unwind and other items (losses of £319 million). |
5 | Comprises the effects of asset sales (gain of £30 million); volatile items (gain of £263 million); liability management (loss of £14 million); the amortisation of purchased intangibles (£91 million); restructuring costs (£621 million, principally comprising costs relating to the Simplification programme; the rationalisation of the non-branch property portfolio, the work on implementing the ring-fencing requirements and the integration of MBNA); and the fair value unwind and other items (loss of £270 million). |
Geographical areas
Following the reduction in the Group’s non-UK activities, an analysis between UK and non-UK activities is no longer provided.
F-29 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: NET INTEREST INCOME
Weighted average
effective interest rate |
||||||||||||||||||||||||
2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |||||||||||||||||||
% | % | % | £m | £m | £m | |||||||||||||||||||
Interest and similar income: | ||||||||||||||||||||||||
Loans and advances to customers | 3.17 | 3.17 | 3.16 | 15,790 | 15,078 | 14,712 | ||||||||||||||||||
Loans and advances to banks | 0.78 | 0.84 | 0.40 | 514 | 565 | 271 | ||||||||||||||||||
Debt securities held at amortised cost | 2.23 | 1.60 | 1.29 | 122 | 66 | 43 | ||||||||||||||||||
Interest receivable on financial assets held at amortised cost | 2.89 | 2.87 | 2.81 | 16,426 | 15,709 | 15,026 | ||||||||||||||||||
Financial assets at fair value through other comprehensive income | 1.64 | 1.98 | 435 | 640 | ||||||||||||||||||||
Available-for-sale financial assets | 1.96 | 980 | ||||||||||||||||||||||
Total interest and similar income1 | 2.83 | 2.82 | 2.73 | 16,861 | 16,349 | 16,006 | ||||||||||||||||||
Interest and similar expense: | ||||||||||||||||||||||||
Deposits from banks, excluding liabilities under sale and repurchase transactions | 0.86 | 1.39 | 1.18 | (96 | ) | (117 | ) | (80 | ) | |||||||||||||||
Customer deposits, excluding liabilities under sale and repurchase transactions | 0.59 | 0.53 | 0.49 | (2,015 | ) | (1,812 | ) | (1,721 | ) | |||||||||||||||
Debt securities in issue2 | 1.24 | 0.27 | 0.37 | (1,204 | ) | (234 | ) | (266 | ) | |||||||||||||||
Subordinated liabilities | 6.79 | 7.63 | 7.93 | (1,201 | ) | (1,388 | ) | (1,481 | ) | |||||||||||||||
Lease liabilities | 2.49 | 2.46 | 2.38 | (42 | ) | (1 | ) | (1 | ) | |||||||||||||||
Liabilities under sale and repurchase agreements | 1.12 | 0.96 | 0.58 | (301 | ) | (245 | ) | (110 | ) | |||||||||||||||
Interest payable on liabilities held at amortised cost | 0.98 | 0.79 | 0.79 | (4,859 | ) | (3,797 | ) | (3,659 | ) | |||||||||||||||
Amounts payable to unitholders in consolidated open-ended investment vehicles4 | 13.64 | (6.07 | ) | 9.15 | (1,822 | ) | 844 | (1,435 | ) | |||||||||||||||
Total interest and similar expense3 | 1.31 | 0.60 | 1.06 | (6,681 | ) | (2,953 | ) | (5,094 | ) | |||||||||||||||
Net interest income | 10,180 | 13,396 | 10,912 |
1 | Includes £26 million (2018: £31 million; 2017: £12 million) of interest income on liabilities with negative interest rates and £45 million (2018: £46 million; 2017: £49 million) in respect of interest income on finance leases. |
2 | The impact of the Group’s hedging arrangements is included on this line; excluding this impact the weighted average effective interest rate in respect of debt securities in issue would be 2.57 per cent (2018: 2.68 per cent; 2017: 2.43 per cent). |
3 | Includes £119 million (2018: £10 million; 2017: £50 million) of interest expense on assets with negative interest rates. |
4 | Where a collective investment vehicle is consolidated the interests of parties other than the Group are reported in other liabilities and the movement in these interests in interest expense. |
Included within interest and similar income is £198 million (2018: £227 million; 2017: £179 million) in respect of credit-impaired financial assets. Net interest income also includes a credit of £608 million (2018: credit of £701 million; 2017: credit of £651 million) transferred from the cash flow hedging reserve (see note 42).
NOTE 6: NET FEE AND COMMISSION INCOME
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Fee and commission income: | ||||||||||||
Current accounts | 659 | 650 | 712 | |||||||||
Credit and debit card fees | 982 | 993 | 953 | |||||||||
Commercial banking and treasury fees | 248 | 305 | 321 | |||||||||
Unit trust and insurance broking | 206 | 221 | 224 | |||||||||
Private banking and asset management | 69 | 97 | 98 | |||||||||
Factoring | 103 | 83 | 91 | |||||||||
Other fees and commissions | 489 | 499 | 566 | |||||||||
Total fee and commission income | 2,756 | 2,848 | 2,965 | |||||||||
Fee and commission expense | (1,350 | ) | (1,386 | ) | (1,382 | ) | ||||||
Net fee and commission income | 1,406 | 1,462 | 1,583 |
Fees and commissions which are an integral part of the effective interest rate form part of net interest income shown in note 5. Fees and commissions relating to instruments that are held at fair value through profit or loss are included within net trading income shown in note 7.
At 31 December 2019, the Group held on its balance sheet £293 million (31 December 2018: £282 million) in respect of services provided to customers and £140 million (31 December 2018: £168 million) in respect of amounts received from customers for services to be provided after the balance sheet date. Current unsatisfied performance obligations amount to £270 million (31 December 2018: £314 million); the Group expects to receive substantially all of this revenue by 2022.
Income recognised during the year ended 31 December 2019 included £54 million in respect of amounts included in the contract liability balance at 31 December 2018 and £9 million in respect of amounts from performance obligations satisfied in previous years.
The most significant performance obligations undertaken by the Group are in respect of current accounts, the provision of other banking services for commercial customers, credit and debit card services and investment management services.
F-30 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: NET FEE AND COMMISSION INCOME continued
In respect of current accounts, the Group receives fees for the provision of bank account and transaction services such as ATM services, fund transfers, overdraft facilities and other value-added offerings.
For commercial customers, alongside its provision of current accounts, the Group provides other corporate banking services including factoring and commitments to provide loan financing. Loan commitment fees are included in fees and commissions where the loan is not expected to be drawn down by the customer.
The Group receives interchange and merchant fees, together with fees for overseas use and cash advances, for provision of card services to cardholders and merchants.
Investment management services principally comprise the management and administration of policyholders’ funds in accordance with investment mandates. Fees are generally based on the value of the assets under management.
NOTE 7: NET TRADING INCOME
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Foreign exchange translation (losses) gains | (255 | ) | 342 | (174 | ) | |||||||
Gains on foreign exchange trading transactions | 677 | 580 | 517 | |||||||||
Total foreign exchange | 422 | 922 | 343 | |||||||||
Investment property (losses) gains (note 27) | (108 | ) | 139 | 230 | ||||||||
Securities and other gains (losses) (see below) | 17,974 | (4,937 | ) | 11,244 | ||||||||
Net trading income | 18,288 | (3,876 | ) | 11,817 |
Securities and other gains comprise net gains (losses) arising on assets and liabilities held at fair value through profit or loss as follows:
F-31 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: INSURANCE CLAIMS
F-32 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: OPERATING EXPENSES continued
Performance-based compensation
The table below analyses the Group’s performance-based compensation costs between those relating to the current performance year and those relating to earlier years.
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Performance-based compensation expense comprises: | ||||||||||||
Awards made in respect of the year ended 31 December | 244 | 362 | 334 | |||||||||
Awards made in respect of earlier years | 136 | 147 | 139 | |||||||||
380 | 509 | 473 | ||||||||||
Performance-based compensation expense deferred until later years comprises: | ||||||||||||
Awards made in respect of the year ended 31 December | 113 | 152 | 127 | |||||||||
Awards made in respect of earlier years | 36 | 37 | 35 | |||||||||
149 | 189 | 162 |
Performance-based awards expensed in 2019 include cash awards amounting to £89 million (2018: £137 million; 2017: £102 million).
Average headcount
The average number of persons on a headcount basis employed by the Group during the year was as follows:
2019 | 2018 | 2017 | ||||||||||
UK | 69,321 | 71,857 | 75,150 | |||||||||
Overseas | 762 | 769 | 794 | |||||||||
Total | 70,083 | 72,626 | 75,944 |
NOTE 12: AUDITORS’ REMUNERATION
Fees payable to the Company’s auditors by the Group are as follows:
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Fees payable for the audit of the Company’s current year annual report | 1.5 | 1.5 | 1.5 | |||||||||
Fees payable for other services: | ||||||||||||
Audit of the Company’s subsidiaries pursuant to legislation | 20.2 | 19.1 | 18.6 | |||||||||
Other services supplied pursuant to legislation | 3.5 | 2.9 | 3.0 | |||||||||
Total audit fees | 25.2 | 23.5 | 23.1 | |||||||||
Other services – audit related fees | 1.0 | 1.2 | 1.2 | |||||||||
Total audit and audit related fees | 26.2 | 24.7 | 24.3 | |||||||||
Other non-audit fees: | ||||||||||||
Services relating to corporate finance transactions | – | – | 1.2 | |||||||||
Other services | 0.7 | 2.0 | 2.4 | |||||||||
Total other non-audit fees | 0.7 | 2.0 | 3.6 | |||||||||
Total fees payable to the Company’s auditors by the Group | 26.9 | 26.7 | 27.9 |
The following types of services are included in the categories listed above:
Audit fees: This category includes fees in respect of the audit of the Group’s annual financial statements and other services in connection with regulatory filings. Other services supplied pursuant to legislation relate primarily to costs incurred in connection with client asset assurance and with the Sarbanes-Oxley Act requirements associated with the audit of the Group’s financial statements filed on its Form 20-F.
Audit related fees: This category includes fees in respect of services for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements, for example acting as reporting accountants in respect of debt prospectuses required by the listing rules.
Other non-audit fees: This category includes due diligence relating to corporate finance, including venture capital transactions and other assurance services. The auditors are not engaged to provide tax services.
It is the Group’s policy to use the auditors on assignments in cases where their knowledge of the Group means that it is neither efficient nor cost effective to employ another firm of accountants.
F-33 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12: AUDITORS’ REMUNERATION continued
The Group has procedures that are designed to ensure auditor independence, including prohibiting certain non-audit services. All audit and non-audit assignments must be pre-approved by the audit committee on an individual engagement basis; for certain types of non-audit engagements where the fee is ‘de minimis’ the audit committee has pre-approved all assignments subject to confirmation by management. On a quarterly basis, the audit committee receives and reviews a report detailing all pre-approved services and amounts paid to the auditors for such pre-approved services.
During the year, the auditors also earned fees payable by entities outside the consolidated Lloyds Banking Group in respect of the following:
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Audits of Group pension schemes | 0.1 | 0.1 | 0.1 | |||||||||
Audits of the unconsolidated Open Ended Investment Companies managed by the Group | 0.4 | 0.3 | 0.3 | |||||||||
Reviews of the financial position of corporate and other borrowers | 0.2 | 0.4 | 0.2 | |||||||||
Acquisition due diligence and other work performed in respect of potential venture capital investments | – | – | 0.1 |
NOTE 13: IMPAIRMENT
Purchased or | ||||||||||||||||||||
originated | ||||||||||||||||||||
Stage 1 | Stage 2 | Stage 3 | credit-impaired | Total | ||||||||||||||||
£m | £m | £m | £m | £m | ||||||||||||||||
Year ended 31 December 2019 | ||||||||||||||||||||
Impact of transfers between stages | (17 | ) | 89 | 532 | – | 604 | ||||||||||||||
Other changes in credit quality | 4 | 1 | 899 | (106 | ) | 798 | ||||||||||||||
Additions (repayments) | 94 | (39 | ) | (84 | ) | (87 | ) | (116 | ) | |||||||||||
Methodology, model and assumption changes | 33 | (27 | ) | 8 | – | 14 | ||||||||||||||
Other items | (4 | ) | – | – | – | (4 | ) | |||||||||||||
127 | (65 | ) | 823 | (193 | ) | 692 | ||||||||||||||
Total impairment | 110 | 24 | 1,355 | (193 | ) | 1,296 | ||||||||||||||
In respect of: | ||||||||||||||||||||
Loans and advances to banks | – | – | – | – | – | |||||||||||||||
Loans and advances to customers | 139 | 10 | 1,351 | (193 | ) | 1,307 | ||||||||||||||
Financial assets at amortised cost | 139 | 10 | 1,351 | (193 | ) | 1,307 | ||||||||||||||
Other assets | – | – | 5 | – | 5 | |||||||||||||||
Impairment charge on drawn balances | 139 | 10 | 1,356 | (193 | ) | 1,312 | ||||||||||||||
Loan commitments and financial guarantees | (28 | ) | 14 | (1 | ) | – | (15 | ) | ||||||||||||
Financial assets at fair value through other comprehensive income | (1 | ) | – | – | – | (1 | ) | |||||||||||||
Total impairment | 110 | 24 | 1,355 | (193 | ) | 1,296 | ||||||||||||||
Purchased or | ||||||||||||||||||||
originated | ||||||||||||||||||||
Stage 1 | Stage 2 | Stage 3 | credit-impaired | Total | ||||||||||||||||
£m | £m | £m | £m | £m | ||||||||||||||||
Year ended 31 December 2018 | ||||||||||||||||||||
Impact of transfers between stages | (12 | ) | 51 | 446 | – | 485 | ||||||||||||||
Other changes in credit quality | (20 | ) | (47 | ) | 541 | 69 | 543 | |||||||||||||
Additions (repayments) | 18 | (82 | ) | 43 | (69 | ) | (90 | ) | ||||||||||||
Methodology, model and assumption changes | (71 | ) | (21 | ) | 72 | – | (20 | ) | ||||||||||||
Other items | (13 | ) | – | 32 | – | 19 | ||||||||||||||
(86 | ) | (150 | ) | 688 | – | 452 | ||||||||||||||
Total impairment | (98 | ) | (99 | ) | 1,134 | – | 937 | |||||||||||||
In respect of: | ||||||||||||||||||||
Loans and advances to banks | 1 | – | – | – | 1 | |||||||||||||||
Loans and advances to customers | (66 | ) | (51 | ) | 1,139 | – | 1,022 | |||||||||||||
Financial assets at amortised cost | (65 | ) | (51 | ) | 1,139 | – | 1,023 | |||||||||||||
Other assets | – | – | 1 | – | 1 | |||||||||||||||
Impairment charge on drawn balances | (65 | ) | (51 | ) | 1,140 | – | 1,024 | |||||||||||||
Loan commitments and financial guarantees | (19 | ) | (48 | ) | (6 | ) | – | (73 | ) | |||||||||||
Financial assets at fair value through other comprehensive income | (14 | ) | – | – | – | (14 | ) | |||||||||||||
Total impairment | (98 | ) | (99 | ) | 1,134 | – | 937 |
F-34 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13: IMPAIRMENT continued
The Group’s impairment charge comprises the following items:
TRANSFERS BETWEEN STAGES
The net impact on the impairment charge of transfers between stages.
OTHER CHANGES IN CREDIT QUALITY
Changes in loss allowance as a result of movements in risk parameters that reflect changes in customer quality, but which have not resulted in a transfer to a different stage. This also contains the impact on the impairment charge as a result of write-offs and recoveries, where the related loss allowances are reassessed to reflect ultimate realisable or recoverable value.
ADDITIONS (REPAYMENTS)
Expected loss allowances are recognised on origination of new loans or further drawdowns of existing facilities. Repayments relate to the reduction of loss allowances as a result of repayments of outstanding balances.
METHODOLOGY, MODEL AND ASSUMPTION CHANGES
Increase or decrease in impairment charge as a result of adjustments to the models used for expected credit loss calculations; either as changes to the model inputs or to the underlying assumptions, as well as the impact of changing the models used.
2017 | ||||
£m | ||||
Impairment losses on loans and receivables: | ||||
Loans and advances to customers | 697 | |||
Debt securities classified as loans and receivables | (6 | ) | ||
Total impairment losses on loans and receivables | 691 | |||
Impairment of available-for-sale financial assets | 6 | |||
Other credit risk provisions | (9 | ) | ||
Total impairment charged to the income statement | 688 | |||
Movements in the Group’s impairment allowances are shown in note 20. |
NOTE 14: TAX EXPENSE
(A) Analysis of tax expense for the year
2019 | 20181 | 20171 | ||||||||||
£m | £m | £m | ||||||||||
UK corporation tax: | ||||||||||||
Current tax on profit for the year | (1,389 | ) | (1,280 | ) | (1,240 | ) | ||||||
Adjustments in respect of prior years | 96 | 11 | 122 | |||||||||
(1,293 | ) | (1,269 | ) | (1,118 | ) | |||||||
Foreign tax: | ||||||||||||
Current tax on profit for the year | (70 | ) | (34 | ) | (40 | ) | ||||||
Adjustments in respect of prior years | 2 | 5 | 10 | |||||||||
(68 | ) | (29 | ) | (30 | ) | |||||||
Current tax expense | (1,361 | ) | (1,298 | ) | (1,148 | ) | ||||||
Deferred tax: | ||||||||||||
Current year | (165 | ) | (127 | ) | (430 | ) | ||||||
Adjustments in respect of prior years | 139 | (29 | ) | (48 | ) | |||||||
Deferred tax expense | (26 | ) | (156 | ) | (478 | ) | ||||||
Tax expense | (1,387 | ) | (1,454 | ) | (1,626 | ) | ||||||
The income tax expense is made up as follows: | ||||||||||||
2019 | 20181 | 20171 | ||||||||||
£m | £m | £m | ||||||||||
Tax (expense) credit attributable to policyholders | (148 | ) | 14 | (82 | ) | |||||||
Shareholder tax expense | (1,239 | ) | (1,468 | ) | (1,544 | ) | ||||||
Tax expense | (1,387 | ) | (1,454 | ) | (1,626 | ) |
1 | Restated, see note 1. |
F-35 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14: TAX EXPENSE continued
(B) Factors affecting the tax expense for the year
The UK corporation tax rate for the year was 19.0 per cent (2018: 19.0 per cent; 2017: 19.25 per cent). An explanation of the relationship between tax expense and accounting profit is set out below:
2019 | 20181 | 20171 | ||||||||||
£m | £m | £m | ||||||||||
Profit before tax | 4,393 | 5,960 | 5,625 | |||||||||
UK corporation tax thereon | (835 | ) | (1,132 | ) | (1,083 | ) | ||||||
Impact of surcharge on banking profits | (364 | ) | (409 | ) | (429 | ) | ||||||
Non-deductible costs: conduct charges | (370 | ) | (101 | ) | (287 | ) | ||||||
Non-deductible costs: bank levy | (43 | ) | (43 | ) | (44 | ) | ||||||
Other non-deductible costs | (121 | ) | (90 | ) | (59 | ) | ||||||
Non-taxable income | 40 | 87 | 72 | |||||||||
Tax relief on coupons on other equity instruments | 89 | 83 | 79 | |||||||||
Tax-exempt gains on disposals | 102 | 124 | 128 | |||||||||
Recognition (derecognition) of losses that arose in prior years | 18 | (9 | ) | – | ||||||||
Remeasurement of deferred tax due to rate changes | (6 | ) | 32 | (9 | ) | |||||||
Differences in overseas tax rates | (14 | ) | 6 | (15 | ) | |||||||
Policyholder tax | (67 | ) | (62 | ) | (66 | ) | ||||||
Policyholder deferred tax asset in respect of life assurance expenses | (53 | ) | 73 | – | ||||||||
Adjustments in respect of prior years | 237 | (13 | ) | 88 | ||||||||
Tax effect of share of results of joint ventures | – | – | (1 | ) | ||||||||
Tax expense | (1,387 | ) | (1,454 | ) | (1,626 | ) |
1 | Restated, see note 1. |
NOTE 15: EARNINGS PER SHARE
2019 | 20181 | 20171 | ||||||||||
£m | £m | £m | ||||||||||
Profit attributable to equity shareholders – basic and diluted | 2,459 | 3,975 | 3,494 | |||||||||
1 Restated, see note 1. | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
million | million | million | ||||||||||
Weighted average number of ordinary shares in issue – basic | 70,603 | 71,638 | 71,710 | |||||||||
Adjustment for share options and awards | 682 | 641 | 683 | |||||||||
Weighted average number of ordinary shares in issue – diluted | 71,285 | 72,279 | 72,393 | |||||||||
Basic earnings per share | 3.5p | 5.5p | 4.9p | |||||||||
Diluted earnings per share | 3.4p | 5.5p | 4.8p |
Basic earnings per share are calculated by dividing the net profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the year, which has been calculated after deducting 25 million (2018: 38 million; 2017: 57 million) ordinary shares representing the Group’s holdings of own shares in respect of employee share schemes.
For the calculation of diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares that arise in respect of share options and awards granted to employees. The number of shares that could have been acquired at the average annual share price of the Company’s shares based on the monetary value of the subscription rights attached to outstanding share options and awards is determined. This is deducted from the number of shares issuable under such options and awards to leave a residual bonus amount of shares which are added to the weighted-average number of ordinary shares in issue, but no adjustment is made to the profit attributable to equity shareholders.
There were 24 million anti-dilutive share options and awards excluded from the calculation of diluted earnings per share (2018: none; 2017: none).
F-36 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16: FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
These assets are comprised as follows:
31 December 2019 | 31 December 2018 | |||||||||||||||||||||||
Other financial | Other financial | |||||||||||||||||||||||
assets | assets | |||||||||||||||||||||||
mandatorily at | mandatorily at | |||||||||||||||||||||||
fair value | fair value | |||||||||||||||||||||||
Trading | through | Trading | through | |||||||||||||||||||||
assets | profit or loss | Total | assets | profit or loss | Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Loans and advances to customers | 10,422 | 10,654 | 21,076 | 26,886 | 10,964 | 37,850 | ||||||||||||||||||
Loans and advances to banks | 513 | 1,886 | 2,399 | 848 | 2,178 | 3,026 | ||||||||||||||||||
Debt securities: | ||||||||||||||||||||||||
Government securities | 6,791 | 12,063 | 18,854 | 7,192 | 10,903 | 18,095 | ||||||||||||||||||
Other public sector securities | – | 2,126 | 2,126 | – | 2,064 | 2,064 | ||||||||||||||||||
Bank and building society certificates of deposit | – | 984 | 984 | – | 1,105 | 1,105 | ||||||||||||||||||
Asset-backed securities: | ||||||||||||||||||||||||
Mortgage-backed securities | 6 | 462 | 468 | 10 | 215 | 225 | ||||||||||||||||||
Other asset-backed securities | 17 | 241 | 258 | 63 | 286 | 349 | ||||||||||||||||||
Corporate and other debt securities | 233 | 17,983 | 18,216 | 247 | 18,063 | 18,310 | ||||||||||||||||||
7,047 | 33,859 | 40,906 | 7,512 | 32,636 | 40,148 | |||||||||||||||||||
Equity shares | – | 95,789 | 95,789 | – | 77,485 | 77,485 | ||||||||||||||||||
Treasury and other bills | – | 19 | 19 | – | 20 | 20 | ||||||||||||||||||
Total | 17,982 | 142,207 | 160,189 | 35,246 | 123,283 | 158,529 |
Other financial assets at fair value through profit or loss include assets backing insurance contracts and investment contracts of £136,855 million (31 December 2018: £116,903 million). Included within these assets are investments in unconsolidated structured entities of £38,177 million (31 December 2018: £26,028 million), see note 49.
For amounts included above which are subject to repurchase and reverse repurchase agreements see note 53.
F-37 |
|
Notes to the consolidated financial statements
NOTE 17: DERIVATIVE FINANCIAL INSTRUMENTS
The fair values and notional amounts of derivative instruments are set out in the following table:
31 December 2019 | 31 December 2018 | |||||||||||||||||||||||
Contract/
notional amount £m |
Fair value
assets £m |
Fair value
liabilities £m |
Contract/
notional amount £m |
Fair value
assets £m |
Fair value
liabilities £m |
|||||||||||||||||||
Trading and other | ||||||||||||||||||||||||
Exchange rate contracts: | ||||||||||||||||||||||||
Spot, forwards and futures | 44,095 | 681 | 616 | 41,571 | 746 | 549 | ||||||||||||||||||
Currency swaps | 349,606 | 3,857 | 5,425 | 311,491 | 4,566 | 3,709 | ||||||||||||||||||
Options purchased | 8,310 | 452 | – | 10,202 | 485 | – | ||||||||||||||||||
Options written | 9,557 | – | 499 | 11,393 | – | 495 | ||||||||||||||||||
411,568 | 4,990 | 6,540 | 374,657 | 5,797 | 4,753 | |||||||||||||||||||
Interest rate contracts: | ||||||||||||||||||||||||
Interest rate swaps | 5,245,703 | 17,318 | 15,213 | 4,381,271 | 13,624 | 12,629 | ||||||||||||||||||
Forward rate agreements | 555,742 | 7 | 13 | 494,430 | – | 2 | ||||||||||||||||||
Options purchased | 27,158 | 2,468 | – | 30,724 | 2,107 | – | ||||||||||||||||||
Options written | 23,610 | – | 2,216 | 26,463 | – | 1,997 | ||||||||||||||||||
Futures | 199,884 | 17 | 22 | 128,211 | 16 | 4 | ||||||||||||||||||
6,052,097 | 19,810 | 17,464 | 5,061,099 | 15,747 | 14,632 | |||||||||||||||||||
Credit derivatives | 16,959 | 83 | 167 | 13,757 | 99 | 181 | ||||||||||||||||||
Equity and other contracts | 11,414 | 250 | 503 | 15,145 | 389 | 699 | ||||||||||||||||||
Total derivative assets/liabilities – trading and other | 6,492,038 | 25,133 | 24,674 | 5,464,658 | 22,032 | 20,265 | ||||||||||||||||||
Hedging | ||||||||||||||||||||||||
Derivatives designated as fair value hedges: | ||||||||||||||||||||||||
Currency swaps | 34 | 8 | – | 490 | 3 | 29 | ||||||||||||||||||
Interest rate swaps | 183,489 | 798 | 229 | 150,971 | 947 | 187 | ||||||||||||||||||
183,523 | 806 | 229 | 151,461 | 950 | 216 | |||||||||||||||||||
Derivatives designated as cash flow hedges: | ||||||||||||||||||||||||
Interest rate swaps | 426,740 | 355 | 743 | 556,945 | 358 | 844 | ||||||||||||||||||
Currency swaps | 9,549 | 75 | 133 | 10,578 | 255 | 48 | ||||||||||||||||||
436,289 | 430 | 876 | 567,523 | 613 | 892 | |||||||||||||||||||
Total derivative assets/liabilities – hedging | 619,812 | 1,236 | 1,105 | 718,984 | 1,563 | 1,108 | ||||||||||||||||||
Total recognised derivative assets/liabilities | 7,111,850 | 26,369 | 25,779 | 6,183,642 | 23,595 | 21,373 |
The notional amount of the contract does not represent the Group’s exposure to credit risk which is limited to the current cost of replacing contracts with a positive value to the Group should the counterparty default. To reduce credit risk the Group uses a variety of credit enhancement techniques such as netting and collateralisation, where security is provided against the exposure; a large proportion of the Group’s derivatives are held through exchanges such as London Clearing House and are collateralised through those exchanges. Further details are provided in note 53 Credit risk.
The Group holds derivatives as part of the following strategies:
– | Customer driven, where derivatives are held as part of the provision of risk management products to Group customers; |
– | To manage and hedge the Group’s interest rate and foreign exchange risk arising from normal banking business. The hedge accounting strategy adopted by the Group is to utilise a combination of fair value and cash flow hedge approaches as described in note 53; and |
– | Derivatives held in policyholder funds as permitted by the investment strategies of those funds. |
The principal derivatives used by the Group are as follows: | |
– | Interest rate related contracts include interest rate swaps, forward rate agreements and options. An interest rate swap is an agreement between two parties to exchange fixed and floating interest payments, based upon interest rates defined in the contract, without the exchange of the underlying principal amounts. Forward rate agreements are contracts for the payment of the difference between a specified rate of interest and a reference rate, applied to a notional principal amount at a specific date in the future. An interest rate option gives the buyer, on payment of a premium, the right, but not the obligation, to fix the rate of interest on a future loan or deposit, for a specified period and commencing on a specified future date. |
– | Exchange rate related contracts include forward foreign exchange contracts, currency swaps and options. A forward foreign exchange contract is an agreement to buy or sell a specified amount of foreign currency on a specified future date at an agreed rate. Currency swaps generally involve the exchange of interest payment obligations denominated in different currencies; the exchange of principal can be notional or actual. A currency option gives the buyer, on payment of a premium, the right, but not the obligation, to sell specified amounts of currency at agreed rates of exchange on or before a specified future date. |
– | Credit derivatives, principally credit default swaps, are used by the Group as part of its trading activity and to manage its own exposure to credit risk. A credit default swap is a swap in which one counterparty receives a premium at pre-set intervals in consideration for guaranteeing to make a specific payment should a negative credit event take place. |
– | Equity derivatives are also used by the Group as part of its equity-based retail product activity to eliminate the Group’s exposure to fluctuations in various international stock exchange indices. Index-linked equity options are purchased which give the Group the right, but not the obligation, to buy or sell a specified amount of equities, or basket of equities, in the form of published indices on or before a specified future date. |
F-38 |
|
Notes to the consolidated financial statements
NOTE 17: DERIVATIVE FINANCIAL INSTRUMENTS continued
Details of the Group’s hedging instruments are set out below:
Maturity | ||||||||||||||||||||||||
31 December 2019 |
Up to 1 month
£m |
1-3 months
£m |
3-12 months
£m |
1-5 years
£m |
Over 5 years
£m |
Total
£m |
||||||||||||||||||
Fair value hedges | ||||||||||||||||||||||||
Interest rate | ||||||||||||||||||||||||
Cross currency swap | ||||||||||||||||||||||||
Notional | – | – | – | – | 34 | 34 | ||||||||||||||||||
Average fixed interest rate | – | – | – | – | 1.28% | |||||||||||||||||||
Average EUR/GBP exchange rate | – | – | – | – | 1.38 | |||||||||||||||||||
Average USD/GBP exchange rate | – | – | – | – | – | |||||||||||||||||||
Average NOK/GBP exchange rate | – | – | – | – | – | |||||||||||||||||||
Interest rate swap | ||||||||||||||||||||||||
Notional | 331 | 9,305 | 37,948 | 106,339 | 29,566 | 183,489 | ||||||||||||||||||
Average fixed interest rate | 2.58% | 1.74% | 1.22% | 1.71% | 2.81% | |||||||||||||||||||
Cash flow hedges | ||||||||||||||||||||||||
Foreign exchange | ||||||||||||||||||||||||
Currency swap | ||||||||||||||||||||||||
Notional | – | 413 | 1,611 | 2,389 | 5,136 | 9,549 | ||||||||||||||||||
Average EUR/GBP exchange rate | – | – | – | 1.05 | 1.05 | |||||||||||||||||||
Average USD/GBP exchange rate | – | 1.29 | 1.30 | 1.31 | – | |||||||||||||||||||
Interest rate | ||||||||||||||||||||||||
Interest rate swap | ||||||||||||||||||||||||
Notional | 9,675 | 23,589 | 58,447 | 209,108 | 125,921 | 426,740 | ||||||||||||||||||
Average fixed interest rate | 1.05% | 1.22% | 1.29% | 1.47% | 2.39% |
F-39 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 17: Derivative financial instruments continued
Maturity | ||||||||||||||||||||||||
31 December 2018 |
Up to 1 month
£m |
1-3 months
£m |
3-12 months
£m |
1-5 years
£m |
Over 5 years
£m |
Total
£m |
||||||||||||||||||
Fair value hedges | ||||||||||||||||||||||||
Interest rate | ||||||||||||||||||||||||
Cross currency swap | ||||||||||||||||||||||||
Notional | – | 36 | – | 283 | 171 | 490 | ||||||||||||||||||
Average fixed interest rate | – | 4.82% | – | 5.88% | 4.44% | |||||||||||||||||||
Average EUR/USD exchange rate | – | – | – | 1.13 | – | |||||||||||||||||||
Average USD/GBP exchange rate | – | – | – | 1.30 | – | |||||||||||||||||||
Average NOK/GBP exchange rate | – | 9.22 | – | 9.19 | 9.03 | |||||||||||||||||||
Interest rate swap | ||||||||||||||||||||||||
Notional | 393 | 417 | 32,876 | 86,451 | 30,834 | 150,971 | ||||||||||||||||||
Average fixed interest rate | 1.38% | 2.06% | 1.65% | 1.75% | 2.98% | |||||||||||||||||||
Cash flow hedges | ||||||||||||||||||||||||
Foreign exchange | ||||||||||||||||||||||||
Currency swap | ||||||||||||||||||||||||
Notional | 67 | 47 | 2,234 | 2,111 | 6,119 | 10,578 | ||||||||||||||||||
Average USD/EUR exchange rate | 1.15 | – | 1.13 | 1.10 | 1.07 | |||||||||||||||||||
Average USD/GBP exchange rate | – | 1.32 | 1.34 | 1.27 | 1.28 | |||||||||||||||||||
Interest rate | ||||||||||||||||||||||||
Interest rate swap | ||||||||||||||||||||||||
Notional | 4,874 | 11,204 | 66,312 | 292,712 | 181,843 | 556,945 | ||||||||||||||||||
Average fixed interest rate | 1.47% | 1.03% | 0.99% | 1.46% | 1.85% |
The carrying amounts of the Group’s hedging instruments are as follows:
Carrying amount of the hedging instrument | ||||||||||||||||
Contract/notional
amount |
Assets | Liabilities |
Changes in fair
value used for calculating hedge ineffectiveness (YTD) |
|||||||||||||
31 December 2019 | £m | £m | £m | £m | ||||||||||||
Fair value hedges | ||||||||||||||||
Interest rate | ||||||||||||||||
Currency swaps | 34 | 8 | – | 2 | ||||||||||||
Interest rate swaps | 183,489 | 798 | 229 | 1,142 | ||||||||||||
Cash flow hedges | ||||||||||||||||
Foreign exchange | ||||||||||||||||
Currency swaps | 9,549 | 75 | 133 | (185 | ) | |||||||||||
Interest rate | ||||||||||||||||
Interest rate swaps | 426,740 | 355 | 743 | 992 | ||||||||||||
Carrying amount of the hedging instrument | ||||||||||||||||
Contract/notional
amount |
Assets | Liabilities |
Changes in fair
value used for calculating hedge ineffectiveness (YTD) |
|||||||||||||
31 December 2018 | £m | £m | £m | £m | ||||||||||||
Fair value hedges | ||||||||||||||||
Interest rate | ||||||||||||||||
Currency swaps | 490 | 3 | 29 | (10 | ) | |||||||||||
Interest rate swaps | 150,971 | 947 | 187 | 104 | ||||||||||||
Cash flow hedges | ||||||||||||||||
Foreign exchange | ||||||||||||||||
Currency swaps | 10,578 | 255 | 48 | 229 | ||||||||||||
Interest rate | ||||||||||||||||
Interest rate swaps | 556,945 | 358 | 844 | (781 | ) |
All amounts are held within Derivative financial instruments.
F-40 |
|
Notes to the consolidated financial statements
Note 17: Derivative financial instruments continued
The Group’s hedged items are as follows:
Carrying amount of the hedged
item |
Accumulated amount of fair
value adjustment on the hedged item |
Change in fair
value of hedged item for |
Cash flow hedge reserve | |||||||||||||||||||||||||
ineffectiveness
assessment |
Continuing | Discontinued | ||||||||||||||||||||||||||
Assets | Liabilities | Assets | Liabilities | (YTD) | hedges | hedges | ||||||||||||||||||||||
31 December 2019 | £m | £m | £m | £m | £m | £m | £m | |||||||||||||||||||||
Fair value hedges | ||||||||||||||||||||||||||||
Interest rate | ||||||||||||||||||||||||||||
Fixed rate mortgages1 | 83,818 | – | 154 | – | (73 | ) | ||||||||||||||||||||||
Fixed rate issuance2 | – | 70,353 | – | 3,058 | (1,333 | ) | ||||||||||||||||||||||
Fixed rate bonds3 | 21,354 | – | 660 | – | 405 | |||||||||||||||||||||||
Cash flow hedges | ||||||||||||||||||||||||||||
Foreign exchange | ||||||||||||||||||||||||||||
Foreign currency issuance2 | 72 | (2 | ) | 179 | ||||||||||||||||||||||||
Customer deposits4 | 116 | 18 | (48 | ) | ||||||||||||||||||||||||
Interest rate | ||||||||||||||||||||||||||||
Customer loans1 | (680 | ) | 1,248 | 336 | ||||||||||||||||||||||||
Central bank balances5 | (263 | ) | 128 | 163 | ||||||||||||||||||||||||
Customer deposits4 | – | (31 | ) | 5 | ||||||||||||||||||||||||
Carrying amount of the hedged
item |
Accumulated amount of fair value
adjustment on the hedged item |
Change in fair
value of hedged item for |
Cash flow hedge reserve | |||||||||||||||||||||||||
ineffectiveness
assessment |
Continuing | Discontinued | ||||||||||||||||||||||||||
Assets | Liabilities | Assets | Liabilities | (YTD) | hedges | hedges | ||||||||||||||||||||||
31 December 2018 | £m | £m | £m | £m | £m | £m | £m | |||||||||||||||||||||
Fair value hedges | ||||||||||||||||||||||||||||
Interest rate | ||||||||||||||||||||||||||||
Fixed rate mortgages1 | 53,136 | – | (45 | ) | – | (173 | ) | |||||||||||||||||||||
Fixed rate issuance2 | – | 63,746 | – | 1,598 | 807 | |||||||||||||||||||||||
Fixed rate bonds3 | 23,285 | – | 232 | – | (666 | ) | ||||||||||||||||||||||
Cash flow hedges | ||||||||||||||||||||||||||||
Foreign exchange | ||||||||||||||||||||||||||||
Foreign currency issuance2 | (165 | ) | 114 | 327 | ||||||||||||||||||||||||
Customer deposits4 | (62 | ) | 70 | (78 | ) | |||||||||||||||||||||||
Interest rate | ||||||||||||||||||||||||||||
Customer loans1 | 456 | 867 | 60 | |||||||||||||||||||||||||
Central bank balances5 | (16 | ) | 30 | 20 | ||||||||||||||||||||||||
Customer deposits4 | (118 | ) | (9 | ) | (6 | ) |
1 | Included within loans and advances to customers. |
2 | Included within debt securities in issue. |
3 | Included within financial assets at fair value through other comprehensive income. |
4 | Included within customer deposits. |
5 | Included within cash and balances at central banks. |
The accumulated amount of fair value hedge adjustments remaining in the balance sheet for hedged items that have ceased to be adjusted for hedging gains and losses is a liability of £692 million (2018: liability of £170 million).
F-41 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17: DERIVATIVE FINANCIAL INSTRUMENTS continued
Gains and losses arising from hedge accounting are summarised as follows:
Amounts
reclassified from reserves to
income statement as: |
||||||||||||||||||||
31 December 2019 |
Gain (loss)
recognised in other comprehensive income £m |
Hedge
ineffectiveness recognised in the income statement1 £m |
Hedged cashflows
will no longer occur £m |
Hedged item
affected income statement £m |
Income statement
line item that includes reclassified amount |
|||||||||||||||
Fair value hedges | ||||||||||||||||||||
Interest rate | ||||||||||||||||||||
Fixed rate mortgages | 186 | |||||||||||||||||||
Fixed rate issuance | (32 | ) | ||||||||||||||||||
Fixed rate bonds | (11 | ) | ||||||||||||||||||
Cash flow hedges | ||||||||||||||||||||
Foreign exchange | ||||||||||||||||||||
Foreign currency issuance | (265 | ) | – | (101 | ) | (92 | ) | Interest expense | ||||||||||||
Customer deposits | (22 | ) | – | – | 7 | Interest expense | ||||||||||||||
Interest rate | ||||||||||||||||||||
Customer loans | 651 | 98 | – | (362 | ) | Interest income | ||||||||||||||
Central bank balances | 237 | 36 | – | (66 | ) | Interest income | ||||||||||||||
Customer deposits | – | – | – | 6 | Interest expense |
Amounts
reclassified from reserves to
income statement as: |
||||||||||||||||||||
31 December 2018 |
Gain (loss)
recognised in other comprehensive income £m |
Hedge
ineffectiveness recognised in the income statement1 £m |
Hedged item
affected income statement £m |
Income statement line
item that includes reclassified amount |
||||||||||||||||
Fair value hedges | ||||||||||||||||||||
Interest rate | ||||||||||||||||||||
Fixed rate mortgages | 106 | |||||||||||||||||||
Fixed rate issuance | (17 | ) | ||||||||||||||||||
Fixed rate bonds | (27 | ) | ||||||||||||||||||
Cash flow hedges | ||||||||||||||||||||
Foreign exchange | ||||||||||||||||||||
Foreign currency issuance | 85 | – | (81 | ) | Interest expense | |||||||||||||||
Customer deposits | (22 | ) | (2 | ) | (32 | ) | Interest expense | |||||||||||||
Interest rate | ||||||||||||||||||||
Customer loans | (418 | ) | (17 | ) | (467 | ) | Interest income | |||||||||||||
Central bank balances | (63 | ) | (5 | ) | (52 | ) | Interest income | |||||||||||||
Customer deposits | (49 | ) | (1 | ) | (69 | ) | Interest expense |
1 | Hedge ineffectiveness is included in the income statement within net trading income. |
There was a gain of £101 million (2018: nil) reclassified from the cash flow hedging reserve for which hedge accounting had previously been used but for which the hedged future cash flows are no longer expected to occur.
F-42 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18: FINANCIAL ASSETS AT AMORTISED COST
YEAR ENDED 31 DECEMBER 2019
Loans and advances to banks |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
|||||||||||||||
At 1 January 2019 | 6,282 | 3 | – | – | 6,285 | |||||||||||||||
Exchange and other adjustments1 | (218 | ) | – | – | – | (218 | ) | |||||||||||||
Additions (repayments) | 3,713 | (3 | ) | – | – | 3,710 | ||||||||||||||
At 31 December 2019 | 9,777 | – | – | – | 9,777 | |||||||||||||||
Allowance for impairment losses | (2 | ) | – | – | – | (2 | ) | |||||||||||||
Total loans and advances to banks | 9,775 | – | – | – | 9,775 | |||||||||||||||
Loans and advances to customers | ||||||||||||||||||||
At 1 January 2019 | 441,531 | 25,345 | 5,741 | 15,391 | 488,008 | |||||||||||||||
Exchange and other adjustments1 | (498 | ) | (34 | ) | 47 | 283 | (202 | ) | ||||||||||||
Additions (repayments) | 13,554 | (2,558 | ) | (858 | ) | (1,934 | ) | 8,204 | ||||||||||||
Transfers to Stage 1 | 6,318 | (6,286 | ) | (32 | ) | – | ||||||||||||||
Transfers to Stage 2 | (13,084 | ) | 13,516 | (432 | ) | – | ||||||||||||||
Transfers to Stage 3 | (1,540 | ) | (1,440 | ) | 2,980 | – | ||||||||||||||
(8,306 | ) | 5,790 | 2,516 | – | ||||||||||||||||
Recoveries | – | – | 397 | 28 | 425 | |||||||||||||||
Acquisition of portfolios2 | 3,694 | – | – | – | 3,694 | |||||||||||||||
Financial assets that have been written off during the year | (1,828 | ) | (54 | ) | (1,882 | ) | ||||||||||||||
At 31 December 2019 | 449,975 | 28,543 | 6,015 | 13,714 | 498,247 | |||||||||||||||
Allowance for impairment losses | (675 | ) | (995 | ) | (1,447 | ) | (142 | ) | (3,259 | ) | ||||||||||
Total loans and advances to customers | 449,300 | 27,548 | 4,568 | 13,572 | 494,988 | |||||||||||||||
Debt securities | ||||||||||||||||||||
At 1 January 2019 | 5,238 | – | 6 | – | 5,244 | |||||||||||||||
Exchange and other adjustments1 | (94 | ) | – | (2 | ) | – | (96 | ) | ||||||||||||
Additions (repayments) | 400 | – | – | – | 400 | |||||||||||||||
Financial assets that have been written off during the year | (1 | ) | – | (1 | ) | |||||||||||||||
At 31 December 2019 | 5,544 | – | 3 | – | 5,547 | |||||||||||||||
Allowance for impairment losses | – | – | (3 | ) | – | (3 | ) | |||||||||||||
Total debt securities | 5,544 | – | – | – | 5,544 | |||||||||||||||
Total financial assets at amortised cost | 464,619 | 27,548 | 4,568 | 13,572 | 510,307 | |||||||||||||||
Movements in Retail mortgage balances were as follows: |
Retail mortgages |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
|||||||||||||||
At 1 January 2019 | 257,797 | 13,654 | 1,393 | 15,391 | 288,235 | |||||||||||||||
Exchange and other adjustments1 | (1 | ) | – | 2 | 283 | 284 | ||||||||||||||
Additions (repayments) | 799 | (1,432 | ) | (416 | ) | (1,934 | ) | (2,983 | ) | |||||||||||
Transfers to Stage 1 | 3,060 | (3,057 | ) | (3 | ) | – | ||||||||||||||
Transfers to Stage 2 | (7,879 | ) | 8,242 | (363 | ) | – | ||||||||||||||
Transfers to Stage 3 | (427 | ) | (472 | ) | 899 | – | ||||||||||||||
(5,246 | ) | 4,713 | 533 | – | ||||||||||||||||
Recoveries | – | – | 29 | 28 | 57 | |||||||||||||||
Acquisition of portfolios2 | 3,694 | – | – | – | 3,694 | |||||||||||||||
Financial assets that have been written off during the year | (35 | ) | (54 | ) | (89 | ) | ||||||||||||||
At 31 December 2019 | 257,043 | 16,935 | 1,506 | 13,714 | 289,198 | |||||||||||||||
Allowance for impairment losses | (23 | ) | (281 | ) | (122 | ) | (142 | ) | (568 | ) | ||||||||||
Total loans and advances to customers | 257,020 | 16,654 | 1,384 | 13,572 | 288,630 |
1 | Exchange and other adjustments includes certain adjustments, prescribed by IFRS 9, in respect of purchased or originated credit-impaired financial assets. |
2 | Acquisition of portfolios in 2019 relates to the purchase, completed in September 2019, of Tesco Bank’s UK residential mortgage portfolio. |
F-43 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18: FINANCIAL ASSETS AT AMORTISED COST continued
Year ended 31 December 2018
Loans and advances to banks |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
|||||||||||||||
At 1 January 2018 | 4,245 | 2 | – | – | 4,247 | |||||||||||||||
Exchange and other adjustments | (29 | ) | 1 | – | – | (28 | ) | |||||||||||||
Additions (repayments) | 2,066 | – | – | – | 2,066 | |||||||||||||||
At 31 December 2018 | 6,282 | 3 | – | – | 6,285 | |||||||||||||||
Allowance for impairment losses | (2 | ) | – | – | – | (2 | ) | |||||||||||||
Total loans and advances to banks | 6,280 | 3 | – | – | 6,283 | |||||||||||||||
Loans and advances to customers | ||||||||||||||||||||
At 1 January 2018 | 403,881 | 37,245 | 5,140 | 17,973 | 464,239 | |||||||||||||||
Exchange and other adjustments | 958 | 32 | – | – | 990 | |||||||||||||||
Additions (repayments) | 34,942 | (2,187 | ) | (2,074 | ) | (2,609 | ) | 28,072 | ||||||||||||
Transfers to Stage 1 | 19,524 | (19,501 | ) | (23 | ) | – | ||||||||||||||
Transfers to Stage 2 | (15,743 | ) | 15,996 | (253 | ) | – | ||||||||||||||
Transfers to Stage 3 | (2,031 | ) | (2,220 | ) | 4,251 | – | ||||||||||||||
1,750 | (5,725 | ) | 3,975 | – | ||||||||||||||||
Recoveries | – | – | 553 | 27 | 580 | |||||||||||||||
Disposal of businesses | – | (4,020 | ) | (277 | ) | – | (4,297 | ) | ||||||||||||
Financial assets that have been written off during the year | (1,576 | ) | – | (1,576 | ) | |||||||||||||||
At 31 December 2018 | 441,531 | 25,345 | 5,741 | 15,391 | 488,008 | |||||||||||||||
Allowance for impairment losses | (525 | ) | (994 | ) | (1,553 | ) | (78 | ) | (3,150 | ) | ||||||||||
Total loans and advances to customers | 441,006 | 24,351 | 4,188 | 15,313 | 484,858 | |||||||||||||||
Debt securities | ||||||||||||||||||||
At 1 January 2018 | 3,291 | – | 49 | – | 3,340 | |||||||||||||||
Exchange and other adjustments | 77 | – | (14 | ) | – | 63 | ||||||||||||||
Additions (repayments) | 1,870 | – | – | – | 1,870 | |||||||||||||||
Financial assets that have been written off during the year | (29 | ) | – | (29 | ) | |||||||||||||||
At 31 December 2018 | 5,238 | – | 6 | – | 5,244 | |||||||||||||||
Allowance for impairment losses | – | – | (6 | ) | – | (6 | ) | |||||||||||||
Total debt securities | 5,238 | – | – | – | 5,238 | |||||||||||||||
Total financial assets at amortised cost | 452,524 | 24,354 | 4,188 | 15,313 | 496,379 |
Movements on Retail mortgage balances were as follows:
Retail mortgages |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
|||||||||||||||
At 1 January 2018 | 251,707 | 20,109 | 1,232 | 17,973 | 291,021 | |||||||||||||||
Additions (repayments) | 989 | (938 | ) | (239 | ) | (2,609 | ) | (2,797 | ) | |||||||||||
Transfers to Stage 1 | 10,814 | (10,805 | ) | (9 | ) | – | ||||||||||||||
Transfers to Stage 2 | (5,396 | ) | 5,691 | (295 | ) | – | ||||||||||||||
Transfers to Stage 3 | (317 | ) | (403 | ) | 720 | – | ||||||||||||||
5,101 | (5,517 | ) | 416 | – | ||||||||||||||||
Recoveries | – | – | 3 | 27 | 30 | |||||||||||||||
Financial assets that have been written off during the year | (19 | ) | – | (19 | ) | |||||||||||||||
At 31 December 2018 | 257,797 | 13,654 | 1,393 | 15,391 | 288,235 | |||||||||||||||
Allowance for impairment losses | (37 | ) | (226 | ) | (118 | ) | (78 | ) | (459 | ) | ||||||||||
Total loans and advances to customers | 257,760 | 13,428 | 1,275 | 15,313 | 287,776 |
F-44 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18: FINANCIAL ASSETS AT AMORTISED COST continued
The movement tables are compiled by comparing the position at 31 December to that at the beginning of the year. Transfers between stages are deemed to have taken place at the start of the reporting period, with all other movements shown in the stage in which the asset is held at 31 December, with the exception of those held within Purchased or originated credit-impaired, which are not transferrable.
Additions (repayments) comprise new loans originated and repayments of outstanding balances throughout the reporting period. Loans which are written off in the period are first transferred to Stage 3 before acquiring a full allowance and subsequent write-off.
NOTE 19: FINANCE LEASE RECEIVABLES
The Group’s finance lease receivables are classified as loans and advances to customers and accounted for at amortised cost. The balance is analysed as follows:
2019 | 2018 | |||||||
£m | £m | |||||||
Gross investment in finance leases, receivable: | ||||||||
Not later than 1 year | 490 | 458 | ||||||
Later than 1 year and not later than 2 years | 347 | 516 | ||||||
Later than 2 years and not later than 3 years | 181 | 456 | ||||||
Later than 3 years and not later than 4 years | 145 | 201 | ||||||
Later than 4 years and not later than 5 years | 208 | 178 | ||||||
Later than 5 years | 883 | 1,104 | ||||||
2,254 | 2,913 | |||||||
Unearned future finance income on finance leases | (563 | ) | (1,068 | ) | ||||
Rentals received in advance | (20 | ) | (23 | ) | ||||
Net investment in finance leases | 1,671 | 1,822 | ||||||
The net investment in finance leases represents amounts recoverable as follows: | ||||||||
2019 | 2018 | |||||||
£m | £m | |||||||
Not later than 1 year | 406 | 303 | ||||||
Later than 1 year and not later than 2 years | 326 | 407 | ||||||
Later than 2 years and not later than 3 years | 130 | 353 | ||||||
Later than 3 years and not later than 4 years | 103 | 154 | ||||||
Later than 4 years and not later than 5 years | 171 | 130 | ||||||
Later than 5 years | 535 | 475 | ||||||
Net investment in finance leases | 1,671 | 1,822 |
Equipment leased to customers under finance leases primarily relates to structured financing transactions to fund the purchase of aircraft, ships and other large individual value items. There was an allowance for uncollectable finance lease receivables included in the allowance for impairment losses of £12 million (2018: £1 million).
F-45 |
|
Notes to the consolidated financial statements
NOTE 20: ALLOWANCE FOR IMPAIRMENT LOSSES
ANALYSIS OF MOVEMENT IN THE ALLOWANCE FOR IMPAIRMENT LOSSES BY STAGE
Year ended 31 December 2019 |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
||||||||||||||||||||
In respect of drawn balances | |||||||||||||||||||||||||
At 1 January 2019 | 527 | 994 | 1,570 | 78 | 3,169 | ||||||||||||||||||||
Exchange and other adjustments | 11 | (9 | ) | 23 | 283 | 308 | |||||||||||||||||||
Transfers to Stage 1 | 229 | (222 | ) | (7 | ) | – | |||||||||||||||||||
Transfers to Stage 2 | (53 | ) | 92 | (39 | ) | – | |||||||||||||||||||
Transfers to Stage 3 | (15 | ) | (140 | ) | 155 | – | |||||||||||||||||||
Impact of transfers between stages | (175 | ) | 353 | 420 | 598 | ||||||||||||||||||||
(14 | ) | 83 | 529 | 598 | |||||||||||||||||||||
Other items charged to the income statement | 153 | (73 | ) | 827 | (193 | ) | 714 | ||||||||||||||||||
Charge to the income statement (note 13) | 139 | 10 | 1,356 | (193 | ) | 1,312 | |||||||||||||||||||
Advances written off | (1,829 | ) | (54 | ) | (1,883 | ) | |||||||||||||||||||
Recoveries of advances written off in previous years | 397 | 28 | 425 | ||||||||||||||||||||||
Discount unwind | (53 | ) | – | (53 | ) | ||||||||||||||||||||
At 31 December 2019 | 677 | 995 | 1,464 | 142 | 3,278 | ||||||||||||||||||||
In respect of undrawn balances | |||||||||||||||||||||||||
At January 2019 | 123 | 64 | 6 | – | 193 | ||||||||||||||||||||
Exchange and other adjustments | – | (1 | ) | – | – | (1 | ) | ||||||||||||||||||
Transfers to Stage 1 | 19 | (19 | ) | – | – | ||||||||||||||||||||
Transfers to Stage 2 | (4 | ) | 4 | – | – | ||||||||||||||||||||
Transfers to Stage 3 | (1 | ) | (3 | ) | 4 | – | |||||||||||||||||||
Impact of transfers between stages | (17 | ) | 24 | (1 | ) | 6 | |||||||||||||||||||
(3 | ) | 6 | 3 | 6 | |||||||||||||||||||||
Other items charged to the income statement | (25 | ) | 8 | (4 | ) | – | (21 | ) | |||||||||||||||||
Charge to the income statement (note 13) | (28 | ) | 14 | (1 | ) | – | (15 | ) | |||||||||||||||||
At 31 December 2019 | 95 | 77 | 5 | – | 177 | ||||||||||||||||||||
Total at 31 December 2019 | 772 | 1,072 | 1,469 | 142 | 3,455 | ||||||||||||||||||||
In respect of: | |||||||||||||||||||||||||
Loans and advances to banks | 2 | – | – | – | 2 | ||||||||||||||||||||
Loans and advances to customers: | |||||||||||||||||||||||||
Retail mortgages | 23 | 281 | 122 | 142 | 568 | ||||||||||||||||||||
Other | 652 | 714 | 1,325 | – | 2,691 | ||||||||||||||||||||
675 | 995 | 1,447 | 142 | 3,259 | |||||||||||||||||||||
Debt securities | – | – | 3 | – | 3 | ||||||||||||||||||||
Financial assets at amortised cost | 677 | 995 | 1,450 | 142 | 3,264 | ||||||||||||||||||||
Other assets | – | – | 14 | – | 14 | ||||||||||||||||||||
Provisions in relation to loan commitments and financial guarantees | 95 | 77 | 5 | – | 177 | ||||||||||||||||||||
Total | 772 | 1,072 | 1,469 | 142 | 3,455 | ||||||||||||||||||||
Expected credit loss in respect of financial assets at fair value through other comprehensive income (memorandum item) | – | – | – | – | – |
Exchange and other adjustments include certain adjustments, prescribed by IFRS 9, in respect of purchased or originated credit-impaired financial assets.
F-46 |
|
Notes to the consolidated financial statements
NOTE 20: ALLOWANCE FOR IMPAIRMENT LOSSES continued
Movements in the Group’s allowance for impairment losses in respect of Retail mortgages were as follows:
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
|||||||||||||||||||||
Balance at 1 January 2019 | 37 | 226 | 118 | 78 | 459 | ||||||||||||||||||||
Exchange and other adjustments | – | – | – | 283 | 283 | ||||||||||||||||||||
Transfers to Stage 1 | 17 | (17 | ) | – | – | ||||||||||||||||||||
Transfers to Stage 2 | (13 | ) | 33 | (20 | ) | – | |||||||||||||||||||
Transfers to Stage 3 | (5 | ) | (21 | ) | 26 | – | |||||||||||||||||||
Impact of transfers between stages | (15 | ) | 105 | 39 | 129 | ||||||||||||||||||||
(16 | ) | 100 | 45 | 129 | |||||||||||||||||||||
Other items charged to the income statement | 3 | (45 | ) | (59 | ) | (193 | ) | (294 | ) | ||||||||||||||||
Charge to the income statement | (13 | ) | 55 | (14 | ) | (193 | ) | (165 | ) | ||||||||||||||||
Advances written off | (35 | ) | (54 | ) | (89 | ) | |||||||||||||||||||
Recoveries of advances written off in previous years | 29 | 28 | 57 | ||||||||||||||||||||||
Discount unwind | 24 | – | 24 | ||||||||||||||||||||||
At 31 December 2019 | 24 | 281 | 122 | 142 | 569 |
F-47 |
|
Notes to the consolidated financial statements
NOTE 20: ALLOWANCE FOR IMPAIRMENT LOSSES continued
Year ended 31 December 2018 |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||||||
In respect of drawn balances | |||||||||||||||||||||||||
Balance at 1 January 2018 | 590 | 1,147 | 1,491 | 32 | 3,260 | ||||||||||||||||||||
Exchange and other adjustments | 2 | – | 133 | – | 135 | ||||||||||||||||||||
Transfers to Stage 1 | 304 | (299 | ) | (5 | ) | – | |||||||||||||||||||
Transfers to Stage 2 | (46 | ) | 85 | (39 | ) | – | |||||||||||||||||||
Transfers to Stage 3 | (32 | ) | (131 | ) | 163 | – | |||||||||||||||||||
Impact of transfers between stages | (233 | ) | 401 | 325 | 493 | ||||||||||||||||||||
(7 | ) | 56 | 444 | 493 | |||||||||||||||||||||
Other items charged to the income statement | (58 | ) | (107 | ) | 696 | – | 531 | ||||||||||||||||||
Charge to the income statement (note 13) | (65 | ) | (51 | ) | 1,140 | – | 1,024 | ||||||||||||||||||
Advances written off | (1,605 | ) | – | (1,605 | ) | ||||||||||||||||||||
Disposal of businesses | – | (102 | ) | (79 | ) | – | (181 | ) | |||||||||||||||||
Recoveries of advances written off in previous years | 553 | 27 | 580 | ||||||||||||||||||||||
Discount unwind | (63 | ) | 19 | (44 | ) | ||||||||||||||||||||
At 31 December 2018 | 527 | 994 | 1,570 | 78 | 3,169 | ||||||||||||||||||||
In respect of undrawn balances | |||||||||||||||||||||||||
Balance at 1 January 2018 | 147 | 126 | – | – | 273 | ||||||||||||||||||||
Exchange and other adjustments | (5 | ) | (14 | ) | 12 | – | (7 | ) | |||||||||||||||||
Transfers to Stage 1 | 28 | (28 | ) | – | – | ||||||||||||||||||||
Transfers to Stage 2 | (6 | ) | 6 | – | – | ||||||||||||||||||||
Transfers to Stage 3 | (2 | ) | (5 | ) | 7 | – | |||||||||||||||||||
Impact of transfers between stages | (25 | ) | 22 | (5 | ) | (8 | ) | ||||||||||||||||||
(5 | ) | (5 | ) | 2 | (8 | ) | |||||||||||||||||||
Other items charged to the income statement | (14 | ) | (43 | ) | (8 | ) | – | (65 | ) | ||||||||||||||||
Charge to the income statement (note 13) | (19 | ) | (48 | ) | (6 | ) | – | (73 | ) | ||||||||||||||||
At 31 December 2018 | 123 | 64 | 6 | – | 193 | ||||||||||||||||||||
Total at 31 December 2018 | 650 | 1,058 | 1,576 | 78 | 3,362 | ||||||||||||||||||||
In respect of: | |||||||||||||||||||||||||
Loans and advances to banks | 2 | – | – | – | 2 | ||||||||||||||||||||
Loans and advances to customers: | |||||||||||||||||||||||||
Retail mortgages (see below) | 37 | 226 | 118 | 78 | 459 | ||||||||||||||||||||
Other | 488 | 768 | 1,435 | – | 2,691 | ||||||||||||||||||||
525 | 994 | 1,553 | 78 | 3,150 | |||||||||||||||||||||
Debt securities | – | – | 6 | – | 6 | ||||||||||||||||||||
Financial assets at amortised cost | 527 | 994 | 1,559 | 78 | 3,158 | ||||||||||||||||||||
Other assets | – | – | 11 | – | 11 | ||||||||||||||||||||
Provisions in relation to loan commitments and financial guarantees | 123 | 64 | 6 | – | 193 | ||||||||||||||||||||
Total | 650 | 1,058 | 1,576 | 78 | 3,362 | ||||||||||||||||||||
Expected credit loss in respect of financial assets at fair value through other comprehensive income (memorandum item): | 1 | – | – | – | 1 |
F-48 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20: ALLOWANCE FOR IMPAIRMENT LOSSES continued
Movements in the Group’s allowance for impairment losses in respect of Retail mortgages were as follows:
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||||||
Balance at 1 January 2018 | 30 | 236 | 86 | 32 | 384 | |||||||||||||||||||
Exchange and other adjustments | – | 1 | 1 | – | 2 | |||||||||||||||||||
Transfers to Stage 1 | 72 | (71 | ) | (1 | ) | – | ||||||||||||||||||
Transfers to Stage 2 | (3 | ) | 15 | (12 | ) | – | ||||||||||||||||||
Transfers to Stage 3 | (3 | ) | (17 | ) | 20 | – | ||||||||||||||||||
Impact of transfers between stages | (48 | ) | 82 | 40 | 74 | |||||||||||||||||||
18 | 9 | 47 | 74 | |||||||||||||||||||||
Other items charged to the income statement | (11 | ) | (20 | ) | (5 | ) | – | (36 | ) | |||||||||||||||
Charge to the income statement | 7 | (11 | ) | 42 | – | 38 | ||||||||||||||||||
Advances written off | (19 | ) | – | (19 | ) | |||||||||||||||||||
Recoveries of advances written off in previous years | 3 | 27 | 30 | |||||||||||||||||||||
Discount unwind | 5 | 19 | 24 | |||||||||||||||||||||
At 31 December 2018 | 37 | 226 | 118 | 78 | 459 | |||||||||||||||||||
The Group income statement charge comprises: | ||||||||||||||||||||||||
2019
£m |
2018
£m |
|||||||||||||||||||||||
Drawn balances | 1,312 | 1,024 | ||||||||||||||||||||||
Undrawn balances | (15 | ) | (73 | ) | ||||||||||||||||||||
Financial assets at fair value through other comprehensive income | (1 | ) | (14 | ) | ||||||||||||||||||||
Total | 1,296 | 937 |
The movement tables are compiled by comparing the position at 31 December to that at the beginning of the year. Transfers between stages are deemed to have taken place at the start of the reporting period, with all other movements shown in the stage in which the asset is held at 31 December, with the exception of those held within Purchased or originated credit-impaired, which are not transferrable. As assets are transferred between stages, the resulting change in expected credit loss of £598 million (2018: £493 million) for drawn balances, and £6 million (2018: £8 million) for undrawn balances, is presented separately as Impacts of transfers between stages, in the stage in which the expected credit loss is recognised at the end of the reporting period.
Other items charged to the income statement include the movements in the expected credit loss as a result of new loans originated and repayments of outstanding balances throughout the reporting period. Loans which are written off in the period are first transferred to Stage 3 before acquiring a full allowance and subsequent write-off. Consequently, recoveries on assets previously written-off also occur in Stage 3 only.
NOTE 21: FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
2019
£m |
2018
£m |
|||||||
Debt securities: | ||||||||
Government securities | 13,098 | 18,971 | ||||||
Bank and building society certificates of deposit | – | 118 | ||||||
Asset-backed securities: | ||||||||
Mortgage-backed securities | 121 | 120 | ||||||
Other asset-backed securities | 60 | 131 | ||||||
Corporate and other debt securities | 11,051 | 5,151 | ||||||
24,330 | 24,491 | |||||||
Treasury and other bills | 535 | 303 | ||||||
Equity shares | 227 | 21 | ||||||
Total financial assets at fair value through other comprehensive income | 25,092 | 24,815 |
All assets were assessed at Stage 1 at 31 December 2018 and 2019.
F-49 |
|
Notes to the consolidated financial statements
NOTE 22: INVESTMENTS IN JOINT VENTURES AND ASSOCIATES
The Group’s share of results of, and investments in, equity accounted joint ventures and associates comprises:
Joint ventures | Associates | Total | ||||||||||||||||||||||||||||||||||
2019
£m |
2018
£m |
2017
£m |
2019
£m |
2018
£m |
2017
£m |
2019
£m |
2018
£m |
2017
£m |
||||||||||||||||||||||||||||
Share of income statement amounts: | ||||||||||||||||||||||||||||||||||||
Income | 66 | 8 | (5 | ) | (1 | ) | – | 4 | 65 | 8 | (1 | ) | ||||||||||||||||||||||||
Expenses | (59 | ) | 1 | – | – | – | – | (59 | ) | 1 | – | |||||||||||||||||||||||||
Impairment | – | – | 7 | – | – | – | – | – | 7 | |||||||||||||||||||||||||||
Profit (loss) before tax | 7 | 9 | 2 | (1 | ) | – | 4 | 6 | 9 | 6 | ||||||||||||||||||||||||||
Tax | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||
Share of post-tax results | 7 | 9 | 2 | (1 | ) | – | 4 | 6 | 9 | 6 | ||||||||||||||||||||||||||
Share of other comprehensive income | – | 8 | – | – | – | – | – | 8 | – | |||||||||||||||||||||||||||
Share of total comprehensive income | 7 | 17 | 2 | (1 | ) | – | 4 | 6 | 17 | 6 | ||||||||||||||||||||||||||
Share of balance sheet amounts: | ||||||||||||||||||||||||||||||||||||
Current assets | 347 | 27 | 5 | 15 | 352 | 42 | ||||||||||||||||||||||||||||||
Non-current assets | 158 | 54 | 6 | 17 | 164 | 71 | ||||||||||||||||||||||||||||||
Current liabilities | (35 | ) | (2 | ) | – | (20 | ) | (35 | ) | (22 | ) | |||||||||||||||||||||||||
Non-current liabilities | (177 | ) | – | – | – | (177 | ) | – | ||||||||||||||||||||||||||||
Share of net assets at 31 December | 293 | 79 | 11 | 12 | 304 | 91 | ||||||||||||||||||||||||||||||
Movement in investments over the year: | ||||||||||||||||||||||||||||||||||||
At 1 January | 79 | 64 | 12 | 1 | 91 | 65 | ||||||||||||||||||||||||||||||
Exchange and other adjustments | – | – | – | 1 | – | 1 | ||||||||||||||||||||||||||||||
Acquisitions | 1 | – | – | – | 1 | – | ||||||||||||||||||||||||||||||
Establishment of joint venture (note 23) | 208 | – | – | – | 208 | – | ||||||||||||||||||||||||||||||
Additional investments | – | 12 | – | 11 | – | 23 | ||||||||||||||||||||||||||||||
Disposals | – | – | – | (1 | ) | – | (1 | ) | ||||||||||||||||||||||||||||
Share of post-tax results | 7 | 9 | (1 | ) | – | 6 | 9 | |||||||||||||||||||||||||||||
Share of other comprehensive income | – | 8 | – | – | – | 8 | ||||||||||||||||||||||||||||||
Dividends paid | (2 | ) | (14 | ) | – | – | (2 | ) | (14 | ) | ||||||||||||||||||||||||||
Share of net assets at 31 December | 293 | 79 | 11 | 12 | 304 | 91 |
The Group’s unrecognised share of losses of associates for the year was £nil (2018: £4 million; 2017; £nil). For entities making losses, subsequent profits earned are not recognised until previously unrecognised losses are extinguished. The Group’s unrecognised share of losses net of unrecognised profits on a cumulative basis of associates is £17 million (2018: £17 million; 2017 £17 million) and of joint ventures is £3 million (2018: £3 million; 2017: £29 million).
Where entities have statutory accounts drawn up to a date other than 31 December management accounts are used when accounting for them by the Group.
NOTE 23: ACQUISITIONS
ACQUISITION OF WORKPLACE PENSIONS BUSINESS
On 1 July 2019, following the receipt of regulatory and legal approvals, the Group completed the acquisition of the UK workplace pensions and savings business of the Zurich Insurance Group. The total fair value of the purchase consideration in the year was £20 million, settled in cash.
The acquisition is intended to enhance Scottish Widows’ offering and broaden its participation in the financial planning and retirement segment whilst delivering a modern, flexible workplace savings platform.
The table below sets out the fair value of the identifiable assets and liabilities acquired.
Book
value as
at 1 July 2019 £m |
Fair
value
adjustments £m |
Fair
value as at
1 July 2019 £m |
||||||||||
Assets | ||||||||||||
Financial assets at fair value through profit or loss | 7,350 | – | 7,350 | |||||||||
Loans and advances to banks | 17 | – | 17 | |||||||||
Value of in-force business | – | 6 | 6 | |||||||||
Assets arising from reinsurance contracts held | 13,616 | – | 13,616 | |||||||||
Other assets | 6 | – | 6 | |||||||||
Total assets | 20,989 | 6 | 20,995 | |||||||||
Liabilities | ||||||||||||
Liabilities arising from non-participating investment contracts | 20,981 | – | 20,981 | |||||||||
Other liabilities | 8 | – | 8 | |||||||||
Total liabilities | 20,989 | – | 20,989 | |||||||||
Provisional fair value of net assets acquired | – | 6 | 6 | |||||||||
Goodwill arising on acquisition | 14 | |||||||||||
Total consideration | 20 |
F-50 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: ACQUISITIONS continued
The post-acquisition total income of the acquired business, which is included in the Group statutory consolidated income statement for the year ended 31 December 2019, is £22 million; the business also contributed profit before tax of £2 million for the same period.
Had the acquisition date been 1 January 2019, the Group’s consolidated total income would have been £18 million higher at £42,374 million and the Group’s consolidated profit before tax would have been £3 million lower at £4,390 million.
The carrying value of the goodwill arising on acquisition of £14 million has been reviewed at 31 December 2019, with appropriate assumptions made as to the future performance of the acquired business, and no adjustments are considered necessary.
WEALTH MANAGEMENT PARTNERSHIP
Following agreement with Schroders to enter into a partnership to create a new wealth management proposition, during 2019 the Group transferred approximately £13 billion of assets under management from its UK wealth management business and £12 billion of investment funds administered by its existing Authorised Corporate Director business into Scottish Widows Schroder Wealth Holdings Limited.
In connection with this partnership, the Group sold a 49.9 per cent interest in Scottish Widows Schroder Wealth Holdings Limited to Schroders Administration Limited in exchange for a 19.9 per cent interest in Schroder Wealth Holdings Limited, the holding company of Schroders plc’s existing UK wealth management business, valued at £202 million.
Following disposal of the 49.9 per cent interest, the Group accounts for its remaining 50.1 per cent interest in Scottish Widows Schroder Wealth Holdings Limited as a joint venture, which was recorded at a fair value upon initial recognition of £208 million.
The Group recognised a gain arising from these transactions of £244 million, net of a charge of £70 million for an onerous contract provision in relation to the services that it is now obligated to provide to the joint venture; this amount is recognised within other operating income.
NOTE 24: GOODWILL
2019
£m |
2018
£m |
|||||||
At 1 January | 2,310 | 2,310 | ||||||
Acquisition of businesses (note 23) | 14 | – | ||||||
At 31 December | 2,324 | 2,310 | ||||||
Cost1 | 2,664 | 2,664 | ||||||
Accumulated impairment losses | (340 | ) | (354 | ) | ||||
At 31 December | 2,324 | 2,310 |
1 | For acquisitions made prior to 1 January 2004, the date of transition to IFRS, cost is included net of amounts amortised up to 31 December 2003. |
The goodwill held in the Group’s balance sheet is tested at least annually for impairment. For the purposes of impairment testing the goodwill is allocated to the appropriate cash generating unit; of the total balance of £2,324 million (2018: £2,310 million), £1,836 million, or 79 per cent of the total (2018: £1,836 million, 79 per cent of the total) has been allocated to Scottish Widows in the Group’s Insurance and Wealth division; £302 million, or 13 per cent of the total (2018: £302 million, or 13 per cent of the total) has been allocated to Cards in the Group’s Retail division; and £170 million, or 7 per cent of the total (2018: £170 million, 7 per cent of the total) to Motor Finance in the Group’s Retail division.
The recoverable amount of the goodwill relating to Scottish Widows has been based on a value-in-use calculation. The calculation uses pre-tax projections of future cash flows based upon budgets and plans approved by management covering a three-year period, the related run-off of existing business in force and a discount rate of 8 per cent. The budgets and plans are based upon past experience adjusted to take into account anticipated changes in sales volumes, product mix and margins having regard to expected market conditions and competitor activity. The discount rate is determined with reference to internal measures and available industry information. New business cash flows beyond the three-year period have been extrapolated using a steady 2 per cent growth rate which does not exceed the long-term average growth rate for the life assurance market. Management believes that any reasonably possible change in the key assumptions above would not cause the recoverable amount of Scottish Widows to fall below its balance sheet carrying value.
The recoverable amount of the goodwill relating to Motor Finance has also been based on a value-in-use calculation using pre-tax cash flow projections based on financial budgets and plans approved by management covering a four-year period and a discount rate of 14 per cent. The cash flows beyond the four-year period are extrapolated using a growth rate of 0.5 per cent which does not exceed the long-term average growth rates for the markets in which Motor Finance participates. Management believes that any reasonably possible change in the key assumptions above would not cause the recoverable amount of Motor Finance to fall below the balance sheet carrying value.
The recoverable amount of the goodwill relating to the Cards business has been based on a value-in-use calculation using pre-tax cash flow projections based on financial budgets and plans approved by management covering a five-year period and a discount rate of 10 per cent. The cash flows beyond the five year period assume no growth. Management believes that any reasonably possible change in the key assumptions above would not cause the recoverable amount of the Cards business to fall below the balance sheet carrying value.
NOTE 25: VALUE OF IN-FORCE BUSINESS
KEY ASSUMPTIONS
The impact of reasonably possible changes in the key assumptions made in respect of the Group’s life insurance business, which include the impact on the value of in force business, are disclosed in note 33.
The principal features of the methodology and process used for determining key assumptions used in the calculation of the value of in-force business are set out below:
ECONOMIC ASSUMPTIONS
Each cash flow is valued using the discount rate consistent with that applied to such a cash flow in the capital markets. In practice, to achieve the same result, where the cash flows are either independent of or move linearly with market movements, a method has been applied known as the ‘certainty equivalent’ approach whereby it is assumed that all assets earn a risk-free rate and all cash flows are discounted at a risk-free rate. The certainty equivalent approach covers all investment assets relating to insurance and participating investment contracts, other than the annuity business (where an illiquidity premium is included, see below).
A market-consistent approach has been adopted for the valuation of financial options and guarantees, using a stochastic option pricing technique calibrated to be consistent with the market price of relevant options at each valuation date. Further information on options and guarantees can be found in note 32.
F-51 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 25: VALUE OF IN-FORCE BUSINESS continued
The liabilities in respect of the Group’s UK annuity business are matched by a portfolio of fixed interest securities, including a large proportion of corporate bonds and illiquid loan assets. The value of the in-force business asset for UK annuity business has been calculated after taking into account an estimate of the market premium for illiquidity in respect of corporate bond holdings and relevant illiquid loan assets. In determining the market premium for illiquidity, a range of inputs are considered which reflect actual asset allocation and relevant observable market data. The illiquidity premium is estimated to be 91 basis points at 31 December 2019 (2018: 128 basis points).
The risk-free rate is derived from the relevant swap curve with a deduction for credit risk.
The table below shows the resulting range of yields and other key assumptions at 31 December:
2019
% |
2018
% |
|||||||
Risk-free rate (value of in-force non-annuity business)1 | 0.00 to 3.90 | 0.00 to 4.05 | ||||||
Risk-free rate (value of in-force annuity business)1 | 0.91 to 4.81 | 1.28 to 5.33 | ||||||
Risk-free rate (financial options and guarantees)1 | 0.00 to 3.90 | 0.00 to 4.05 | ||||||
Retail price inflation | 3.11 | 3.43 | ||||||
Expense inflation | 3.41 | 3.75 |
1 | All risk-free rates are quoted as the range of rates implied by the relevant forward swap curve. |
NON-MARKET RISK
An allowance for non-market risk is made through the choice of best estimate assumptions based upon experience, which generally will give the mean expected financial outcome for shareholders and hence no further allowance for non-market risk is required. However, in the case of operational risk, reinsurer default and the with-profit funds these can be asymmetric in the range of potential outcomes for which an explicit allowance is made.
NON-ECONOMIC ASSUMPTIONS
Future mortality, morbidity, expenses, lapse and paid-up rate assumptions are reviewed each year and are based on an analysis of past experience and on management’s view of future experience. Further information on these assumptions is given in note 32 and the effect of changes in key assumptions is given in note 33.
The gross value of in-force business asset in the consolidated balance sheet is as follows:
The acquired value of in-force non-participating investment contracts includes £150 million (2018: £167 million) in relation to OEIC business.
F-52 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 25: VALUE OF IN-FORCE BUSINESS continued
Movement in value of in-force business
The movement in the value of in-force insurance and participating investment contracts over the year is as follows:
2019
£m |
2018
£m |
|||||||
At 1 January | 4,491 | 4,533 | ||||||
Exchange and other adjustments | (5 | ) | 13 | |||||
Movements in the year: | ||||||||
New business | 696 | 675 | ||||||
Existing business: | ||||||||
Expected return | (274 | ) | (304 | ) | ||||
Experience variances | (43 | ) | (122 | ) | ||||
Assumption changes | 102 | (67 | ) | |||||
Economic variance | 344 | (237 | ) | |||||
Movement in the value of in-force business (note 9) | 825 | (55 | ) | |||||
At 31 December | 5,311 | 4,491 |
This breakdown shows the movement in the value of in-force business only, and does not represent the full contribution that each item in the breakdown makes to profit before tax. This will also contain changes in the other assets and liabilities, including the effects of changes in assumptions used to value the liabilities, of the relevant businesses. The presentation of economic variance includes the impact of financial market conditions being different at the end of the year from those included in assumptions used to calculate new and existing business returns.
NOTE 26: OTHER INTANGIBLE ASSETS
Brands
£m |
Core deposit
intangible £m |
Purchased
credit card relationships £m |
Customer-
related intangibles £m |
Capitalised
software enhancements £m |
Total
£m |
|||||||||||||||||||
Cost: | ||||||||||||||||||||||||
At 1 January 2018 | 596 | 2,770 | 1,017 | 538 | 2,940 | 7,861 | ||||||||||||||||||
Additions | – | – | – | – | 1,046 | 1,046 | ||||||||||||||||||
Disposals | – | – | (15 | ) | – | (55 | ) | (70 | ) | |||||||||||||||
At 31 December 2018 | 596 | 2,770 | 1,002 | 538 | 3,931 | 8,837 | ||||||||||||||||||
Exchange and other adjustments | – | – | – | – | 4 | 4 | ||||||||||||||||||
Additions | – | – | – | – | 1,033 | 1,033 | ||||||||||||||||||
Disposals | – | – | – | – | (10 | ) | (10 | ) | ||||||||||||||||
At 31 December 2019 | 596 | 2,770 | 1,002 | 538 | 4,958 | 9,864 | ||||||||||||||||||
Accumulated amortisation: | ||||||||||||||||||||||||
At 1 January 2018 | 193 | 2,770 | 355 | 519 | 1,189 | 5,026 | ||||||||||||||||||
Charge for the year | 23 | – | 71 | 19 | 400 | 513 | ||||||||||||||||||
Disposals | – | – | (15 | ) | – | (34 | ) | (49 | ) | |||||||||||||||
At 31 December 2018 | 216 | 2,770 | 411 | 538 | 1,555 | 5,490 | ||||||||||||||||||
Exchange and other adjustments | – | – | – | – | 4 | 4 | ||||||||||||||||||
Charge for the year | – | – | 70 | – | 496 | 566 | ||||||||||||||||||
Disposals | – | – | – | – | (4 | ) | (4 | ) | ||||||||||||||||
At 31 December 2019 | 216 | 2,770 | 481 | 538 | 2,051 | 6,056 | ||||||||||||||||||
Balance sheet amount at 31 December 2019 | 380 | – | 521 | – | 2,907 | 3,808 | ||||||||||||||||||
Balance sheet amount at 31 December 2018 | 380 | – | 591 | – | 2,376 | 3,347 |
Brands of £380 million (31 December 2018: £380 million) that have been determined to have indefinite useful lives and are not amortised. These brands use the Bank of Scotland name which has been in existence for over 300 years. These brands are well established financial services brands and there are no indications that they should not have an indefinite useful life.
The purchased credit card relationships represent the benefit of recurring income generated from portfolios of credit cards purchased. The balance sheet amount at 31 December 2019 is expected to be amortised over its remaining useful life of eight years.
F-53 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 27: PROPERTY, PLANT AND EQUIPMENT
Investment
properties £m |
Premises
£m |
Equipment
£m |
Operating
lease assets £m |
Right-of-
use asset1 £m |
Total
£m |
|||||||||||||||||||
Cost or valuation: | ||||||||||||||||||||||||
At 1 January 2018 | 3,699 | 1,791 | 5,068 | 6,528 | 17,086 | |||||||||||||||||||
Exchange and other adjustments | – | – | (6 | ) | 11 | 5 | ||||||||||||||||||
Additions | – | 72 | 519 | 1,755 | 2,346 | |||||||||||||||||||
Expenditure on investment properties (see below) | 143 | – | – | – | 143 | |||||||||||||||||||
Change in fair value of investment properties (note 7) | 139 | – | – | – | 139 | |||||||||||||||||||
Disposals | (211 | ) | (647 | ) | (574 | ) | (1,540 | ) | (2,972 | ) | ||||||||||||||
At 31 December 2018 | 3,770 | 1,216 | 5,007 | 6,754 | 16,747 | |||||||||||||||||||
Adjustment on adoption of IFRS 16 (note 55) | – | – | – | – | 1,716 | 1,716 | ||||||||||||||||||
Balance at 1 January 2019 | 3,770 | 1,216 | 5,007 | 6,754 | 1,716 | 18,463 | ||||||||||||||||||
Exchange and other adjustments | 16 | 3 | 5 | (4 | ) | – | 20 | |||||||||||||||||
Additions | – | 121 | 522 | 1,693 | 196 | 2,532 | ||||||||||||||||||
Expenditure on investment properties (see below) | 73 | – | – | – | – | 73 | ||||||||||||||||||
Change in fair value of investment properties (note 7) | (108 | ) | – | – | – | – | (108 | ) | ||||||||||||||||
Disposals | (198 | ) | (245 | ) | (238 | ) | (1,694 | ) | (27 | ) | (2,402 | ) | ||||||||||||
At 31 December 2019 | 3,553 | 1,095 | 5,296 | 6,749 | 1,885 | 18,578 | ||||||||||||||||||
Accumulated depreciation and impairment: | ||||||||||||||||||||||||
At 1 January 2018 | – | 728 | 2,125 | 1,506 | 4,359 | |||||||||||||||||||
Exchange and other adjustments | – | 1 | (8 | ) | 6 | (1 | ) | |||||||||||||||||
Depreciation charge for the year | – | 121 | 715 | 1,016 | 1,852 | |||||||||||||||||||
Disposals | – | (634 | ) | (534 | ) | (595 | ) | (1,763 | ) | |||||||||||||||
At 31 December 2018 | – | 216 | 2,298 | 1,933 | 4,447 | |||||||||||||||||||
Exchange and other adjustments | – | – | (1 | ) | (36 | ) | 1 | (36 | ) | |||||||||||||||
Depreciation charge for the year | – | 125 | 715 | 1,008 | 216 | 2,064 | ||||||||||||||||||
Disposals | – | (225 | ) | (180 | ) | (595 | ) | (1 | ) | (1,001 | ) | |||||||||||||
At 31 December 2019 | – | 116 | 2,832 | 2,310 | 216 | 5,474 | ||||||||||||||||||
Balance sheet amount at 31 December 2019 | 3,553 | 979 | 2,464 | 4,439 | 1,669 | 13,104 | ||||||||||||||||||
Balance sheet amount at 31 December 2018 | 3,770 | 1,000 | 2,709 | 4,821 | – | 12,300 |
1 | Primarily premises. |
Expenditure on investment properties is comprised as follows:
2019
£m |
2018
£m |
|||||||
Acquisitions of new properties | 21 | 81 | ||||||
Additional expenditure on existing properties | 52 | 62 | ||||||
73 | 143 |
Rental income of £191 million (2018: £197 million) and direct operating expenses arising from properties that generate rental income of £32 million (2018: £23 million) have been recognised in the income statement.
Capital expenditure in respect of investment properties which had been contracted for but not recognised in the financial statements was £7 million (2018: £33 million).
The table above analyses movements in investment properties, all of which are categorised as level 3. See note 50 for details of levels in the fair value hierarchy.
At 31 December the future minimum rentals receivable under non-cancellable operating leases were as follows:
2019
£m |
2018
£m |
|||||||
Receivable within 1 year | 978 | 1,095 | ||||||
1 to 2 years | 620 | 681 | ||||||
2 to 3 years | 312 | 332 | ||||||
3 to 4 years | 102 | 113 | ||||||
4 to 5 years | 12 | 30 | ||||||
Over 5 years | 2 | 6 | ||||||
Total future minimum rentals receivable | 2,026 | 2,257 |
Equipment leased to customers under operating leases primarily relates to vehicle contract hire arrangements.
F-54 |
|
Notes to the consolidated financial statements
NOTE 28: OTHER ASSETS
2019 | 2018 | |||||||
£m | £m | |||||||
Deferred acquisition and origination costs | 83 | 90 | ||||||
Settlement balances | 654 | 743 | ||||||
Other assets and prepayments | 3,737 | 3,742 | ||||||
Total other assets | 4,474 | 4,575 |
NOTE 29: FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
2019 | 2018 | |||||||
£m | £m | |||||||
Liabilities designated at fair value through profit or loss: | ||||||||
Debt securities in issue | 7,531 | 7,085 | ||||||
Other | – | 11 | ||||||
7,531 | 7,096 | |||||||
Trading liabilities: | ||||||||
Liabilities in respect of securities sold under repurchase agreements | 11,048 | 21,595 | ||||||
Other deposits | 98 | 242 | ||||||
Short positions in securities | 2,809 | 1,614 | ||||||
13,955 | 23,451 | |||||||
Financial liabilities at fair value through profit or loss | 21,486 | 30,547 |
Liabilities designated at fair value through profit or loss primarily represent debt securities in issue which either contain substantive embedded derivatives which would otherwise need to be recognised and measured at fair value separately from the related debt securities, or which are accounted for at fair value to significantly reduce an accounting mismatch.
The amount contractually payable on maturity of the debt securities held at fair value through profit or loss at 31 December 2019 was £14,365 million, which was £6,834 million higher than the balance sheet carrying value (2018: £15,435 million, which was £8,350 million higher than the balance sheet carrying value). At 31 December 2019 there was a cumulative £33 million increase in the fair value of these liabilities attributable to changes in credit spread risk; this is determined by reference to the quoted credit spreads of Lloyds Bank plc, the issuing entity within the Group. Of the cumulative amount an increase of £419 million arose in 2019 and a decrease of £533 million arose in 2018.
For the fair value of collateral pledged in respect of repurchase agreements see note 53.
NOTE 30: DEBT SECURITIES IN ISSUE
2019 | 2018 | |||||||
£m | £m | |||||||
Medium-term notes issued | 41,291 | 37,490 | ||||||
Covered bonds (note 31) | 29,821 | 28,194 | ||||||
Certificates of deposit issued | 10,598 | 12,020 | ||||||
Securitisation notes (note 31) | 7,288 | 5,426 | ||||||
Commercial paper | 8,691 | 8,038 | ||||||
Total debt securities in issue | 97,689 | 91,168 |
F-55 |
|
Notes to the consolidated financial statements
NOTE 31: SECURITISATIONS AND COVERED BONDS
SECURITISATION PROGRAMMES
Loans and advances to customers and debt securities carried at amortised cost include loans securitised under the Group’s securitisation programmes, the majority of which have been sold by subsidiary companies to bankruptcy remote structured entities. As the structured entities are funded by the issue of debt on terms whereby the majority of the risks and rewards of the portfolio are retained by the subsidiary, the structured entities are consolidated fully and all of these loans are retained on the Group’s balance sheet, with the related notes in issue included within debt securities in issue.
COVERED BOND PROGRAMMES
Certain loans and advances to customers have been assigned to bankruptcy remote limited liability partnerships to provide security for issues of covered bonds by the Group. The Group retains all of the risks and rewards associated with these loans and the partnerships are consolidated fully with the loans retained on the Group’s balance sheet and the related covered bonds in issue included within debt securities in issue.
The Group’s principal securitisation and covered bond programmes, together with the balances of the advances subject to these arrangements and the carrying value of the notes in issue at 31 December, are listed below. The notes in issue are reported in note 30.
2019 | 2018 | |||||||||||||||
Loans
and
advances securitised |
Notes
in issue |
Loans and
advances securitised |
Notes
in issue |
|||||||||||||
£m | £m | £m | £m | |||||||||||||
Securitisation programmes | ||||||||||||||||
UK residential mortgages | 25,815 | 23,505 | 25,018 | 22,485 | ||||||||||||
Commercial loans | 5,116 | 6,037 | 5,746 | 6,577 | ||||||||||||
Credit card receivables | 8,164 | 5,767 | 8,060 | 5,263 | ||||||||||||
Motor vehicle finance | 3,450 | 3,462 | 2,850 | 2,855 | ||||||||||||
42,545 | 38,771 | 41,674 | 37,180 | |||||||||||||
Less held by the Group | (31,436 | ) | (31,701 | ) | ||||||||||||
Total securitisation programmes (notes 29 and 30)1 | 7,335 | 5,479 | ||||||||||||||
Covered bond programmes | ||||||||||||||||
Residential mortgage-backed | 37,579 | 29,321 | 34,963 | 27,694 | ||||||||||||
Social housing loan-backed | 1,552 | 600 | 1,839 | 1,200 | ||||||||||||
39,131 | 29,921 | 36,802 | 28,894 | |||||||||||||
Less held by the Group | (100 | ) | (700 | ) | ||||||||||||
Total covered bond programmes (note 30) | 29,821 | 28,194 | ||||||||||||||
Total securitisation and covered bond programmes | 37,156 | 33,673 |
1 | Includes £47 million (2018: £53 million) of securitisation notes held at fair value through profit or loss. |
Cash deposits of £4,703 million (2018: £4,102 million) which support the debt securities issued by the structured entities, the term advances related to covered bonds and other legal obligations are held by the Group. Additionally, the Group had certain contractual arrangements to provide liquidity facilities to some of these structured entities. At 31 December 2019 these obligations had not been triggered; the maximum exposure under these facilities was £56 million (2018: £88 million).
The Group has a number of covered bond programmes, for which limited liability partnerships have been established to ring-fence asset pools and guarantee the covered bonds issued by the Group. At the reporting date the Group had over-collateralised these programmes as set out in the table above to meet the terms of the programmes, to secure the rating of the covered bonds and to provide operational flexibility. From time-to-time, the obligations of the Group to provide collateral may increase due to the formal requirements of the programmes. The Group may also voluntarily contribute collateral to support the ratings of the covered bonds.
The Group recognises the full liabilities associated with its securitisation and covered bond programmes within debt securities in issue, although the obligations of the Group in respect of its securitisation issuances are limited to the cash flows generated from the underlying assets. The Group could be required to provide additional support to a number of the securitisation programmes to support the credit ratings of the debt securities issued, in the form of increased cash reserves and the holding of subordinated notes. Further, certain programmes contain contractual obligations that require the Group to repurchase assets should they become credit impaired.
The Group has not provided financial or other support by voluntarily offering to repurchase assets from any of its public securitisation programmes during 2019 (2018: none).
F-56 |
|
Notes to the consolidated financial statements
NOTE 32: LIABILITIES ARISING FROM INSURANCE CONTRACTS AND PARTICIPATING INVESTMENT CONTRACTS
Insurance contract and participating investment contract liabilities are comprised as follows:
2019 | 2018 | |||||||||||||||||||||||
Gross | Reinsurance1 | Net | Gross | Reinsurance1 | Net | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Life insurance (see (1) below): | ||||||||||||||||||||||||
Insurance contracts | 96,812 | (715 | ) | 96,097 | 84,366 | (716 | ) | 83,650 | ||||||||||||||||
Participating investment contracts | 14,063 | – | 14,063 | 13,912 | – | 13,912 | ||||||||||||||||||
110,875 | (715 | ) | 110,160 | 98,278 | (716 | ) | 97,562 | |||||||||||||||||
Non-life insurance contracts (see (2) below): | ||||||||||||||||||||||||
Unearned premiums | 333 | (14 | ) | 319 | 342 | (13 | ) | 329 | ||||||||||||||||
Claims outstanding | 241 | – | 241 | 254 | – | 254 | ||||||||||||||||||
574 | (14 | ) | 560 | 596 | (13 | ) | 583 | |||||||||||||||||
Total | 111,449 | (729 | ) | 110,720 | 98,874 | (729 | ) | 98,145 |
1 | Reinsurance balances are reported within assets. |
(1) Life insurance
The movement in life insurance contract and participating investment contract liabilities over the year can be analysed as follows:
Insurance
contracts |
Participating
investment contracts |
Gross | Reinsurance | Net | ||||||||||||||||
£m | £m | £m | £m | £m | ||||||||||||||||
At 1 January 2018 | 86,949 | 15,881 | 102,830 | (563 | ) | 102,267 | ||||||||||||||
New business | 5,476 | 31 | 5,507 | (42 | ) | 5,465 | ||||||||||||||
Changes in existing business | (8,072 | ) | (2,000 | ) | (10,072 | ) | (111 | ) | (10,183 | ) | ||||||||||
Change in liabilities charged to the income statement | (2,596 | ) | (1,969 | ) | (4,565 | ) | (153 | ) | (4,718 | ) | ||||||||||
Exchange and other adjustments | 13 | – | 13 | – | 13 | |||||||||||||||
At 31 December 2018 | 84,366 | 13,912 | 98,278 | (716 | ) | 97,562 | ||||||||||||||
New business | 5,684 | 37 | 5,721 | (45 | ) | 5,676 | ||||||||||||||
Changes in existing business | 6,798 | 114 | 6,912 | 46 | 6,958 | |||||||||||||||
Change in liabilities charged to the income statement (note 10) | 12,482 | 151 | 12,633 | 1 | 12,634 | |||||||||||||||
Exchange and other adjustments | (36 | ) | – | (36 | ) | – | (36 | ) | ||||||||||||
At 31 December 2019 | 96,812 | 14,063 | 110,875 | (715 | ) | 110,160 |
Liabilities for insurance contracts and participating investment contracts can be split into with-profit fund liabilities, accounted for using the PRA’s realistic capital regime (realistic liabilities) and non-profit fund liabilities, accounted for using a prospective actuarial discounted cash flow methodology, as follows:
2019 | 2018 | |||||||||||||||||||||||
With-profit
fund |
Non-profit
fund |
Total |
With-profit
fund |
Non-profit
fund |
Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Insurance contracts | 8,018 | 88,794 | 96,812 | 7,851 | 76,515 | 84,366 | ||||||||||||||||||
Participating investment contracts | 7,222 | 6,841 | 14,063 | 7,438 | 6,474 | 13,912 | ||||||||||||||||||
Total | 15,240 | 95,635 | 110,875 | 15,289 | 82,989 | 98,278 |
WITH-PROFIT FUND REALISTIC LIABILITIES
(I) BUSINESS DESCRIPTION
Scottish Widows Limited has the only with-profit funds within the Group. The primary purpose of the conventional and unitised business written in the with-profit funds is to provide a smoothed investment vehicle to policyholders, protecting them against short-term market fluctuations. Payouts may be subject to a guaranteed minimum payout if certain policy conditions are met. With-profit policyholders are entitled to at least 90 per cent of the distributed profits, with the shareholders receiving the balance. The policyholders are also usually insured against death and the policy may carry a guaranteed annuity option at retirement.
(II) METHOD OF CALCULATION OF LIABILITIES
With-profit liabilities are stated at their realistic value, the main components of which are:
– | With-profit benefit reserve, the total asset shares for with-profit policies; |
– | Cost of options and guarantees (including guaranteed annuity options); |
– | Deductions levied against asset shares; |
– | Planned enhancements to with-profits benefits reserve; and |
– | Impact of the smoothing policy. |
F-57 |
|
Notes to the consolidated financial statements
Note 32: Liabilities arising from insurance contracts and participating investment contracts continued
(III) ASSUMPTIONS
Key assumptions used in the calculation of with-profit liabilities, and the processes for determining these, are:
Investment returns and discount rates
With-profit fund liabilities are valued on a market-consistent basis, achieved by the use of a valuation model which values liabilities on a basis calibrated to tradable market option contracts and other observable market data. The with-profit fund financial options and guarantees are valued using a stochastic simulation model where all assets are assumed to earn, on average, the risk-free yield and all cash flows are discounted using the risk-free yield. The risk-free yield is defined as the spot yield derived from the relevant swap curve, adjusted for credit risk. Further information on significant options and guarantees is given below.
Guaranteed annuity option take-up rates
Certain pension contracts contain guaranteed annuity options that allow the policyholder to take an annuity benefit on retirement at annuity rates that were guaranteed at the outset of the contract. For contracts that contain such options, key assumptions in determining the cost of options are economic conditions in which the option has value, mortality rates and take up rates of other options. The financial impact is dependent on the value of corresponding investments, interest rates and longevity at the time of the claim.
Investment volatility
The calibration of the stochastic simulation model uses implied volatilities of derivatives where possible, or historical volatility where it is not possible to observe meaningful prices.
Mortality
The mortality assumptions, including allowances for improvements in longevity for annuitants, are set with regard to the Group’s actual experience where this is significant, and relevant industry data otherwise.
Lapse rates (persistency)
Lapse rates refer to the rate of policy termination or the rate at which policyholders stop paying regular premiums due under the contract.
Historical persistency experience is analysed using statistical techniques. As experience can vary considerably between different product types and for contracts that have been in force for different periods, the data is broken down into broadly homogenous groups for the purposes of this analysis.
The most recent experience is considered along with the results of previous analyses and management’s views on future experience, taking into consideration potential changes in future experience that may result from guarantees and options becoming more valuable under adverse market conditions, in order to determine a ‘best estimate’ view of what persistency will be. In determining this best estimate view a number of factors are considered, including the credibility of the results (which will be affected by the volume of data available), any exceptional events that have occurred during the period under consideration, any known or expected trends in underlying data and relevant published market data.
(IV) OPTIONS AND GUARANTEES WITHIN THE WITH-PROFIT FUNDS
The most significant options and guarantees provided from within the With-Profit Funds are in respect of guaranteed minimum cash benefits on death, maturity, retirement or certain policy anniversaries, and guaranteed annuity options on retirement for certain pension policies.
For those policies written in Scottish Widows pre-demutualisation containing potentially valuable options and guarantees, under the terms of the Scheme a separate memorandum account was set up, within the With-Profit Fund originally held in Scottish Widows plc and subsequently transferred into Scottish Widows Limited, called the Additional Account which is available, inter alia, to meet any additional costs of providing guaranteed benefits in respect of those policies. The Additional Account had a value at 31 December 2019 of £2.6 billion (2018: £2.5 billion). The eventual cost of providing benefits on policies written both pre and post demutualisation is dependent upon a large number of variables, including future interest rates and equity values, demographic factors, such as mortality, and the proportion of policyholders who seek to exercise their options. The ultimate cost will therefore not be known for many years.
As noted above, the liabilities of the With-Profit Funds are valued using a market-consistent stochastic simulation model which places a value on the options and guarantees which captures both their intrinsic value and their time value.
The most significant economic assumptions included in the model are risk-free yield and investment volatility.
NON-PROFIT FUND LIABILITIES
(I) BUSINESS DESCRIPTION
The Group principally writes the following types of life insurance contracts within its non-profit funds. Shareholder profits on these types of business arise from management fees and other policy charges.
Unit-linked business
This includes unit-linked pensions and unit-linked bonds, the primary purpose of which is to provide an investment vehicle where the policyholder is also insured against death.
Life insurance
The policyholder is insured against death or permanent disability, usually for predetermined amounts. Such business includes whole of life and term assurance and long-term creditor policies.
Annuities
The policyholder is entitled to payments for the duration of their life and is therefore insured against surviving longer than expected.
(II) METHOD OF CALCULATION OF LIABILITIES
The non-profit fund liabilities are determined on the basis of recognised actuarial methods and involve estimating future policy cash flows over the duration of the in-force book of policies, and discounting the cash flows back to the valuation date allowing for probabilities of occurrence.
(III) ASSUMPTIONS
Generally, assumptions used to value non-profit fund liabilities are prudent in nature and therefore contain a margin for adverse deviation. This margin for adverse deviation is based on management’s judgement and reflects management’s views on the inherent level of uncertainty. The key assumptions used in the measurement of non-profit fund liabilities are:
F-58 |
|
Notes to the consolidated financial statements
NOTE 32: LIABILITIES ARISING FROM INSURANCE CONTRACTS AND PARTICIPATING INVESTMENT CONTRACTS continued
Interest rates
The rates of interest used are determined by reference to a number of factors including the redemption yields on fixed interest assets at the valuation date.
Margins for risk are allowed for in the assumed interest rates, including reductions made to the available yields to allow for default risk based upon the credit rating of the securities allocated to the insurance liability.
Mortality and morbidity
The mortality and morbidity assumptions, including allowances for improvements in longevity for annuitants, are set with regard to the Group’s actual experience where this provides a reliable basis, and relevant industry data otherwise, and include a margin for adverse deviation.
Lapse rates (persistency)
Lapse rates are allowed for on some non-profit fund contracts. The process for setting these rates is as described for with-profit liabilities, however a prudent scenario is assumed by the inclusion of a margin for adverse deviation within the non-profit fund liabilities.
Maintenance expenses
Allowance is made for future policy costs explicitly. Expenses are determined by reference to an internal analysis of current and expected future costs plus a margin for adverse deviation. Explicit allowance is made for future expense inflation.
Key changes in assumptions
A detailed review of the Group’s assumptions in 2019 resulted in the following key impacts on profit before tax:
– | Change in persistency assumptions (£67 million decrease). |
– | Change in the assumption in respect of current and future mortality and morbidity rates (£164 million increase). |
– | Change in expenses assumptions (£208 million increase). |
Included within change in expenses assumptions are the impacts associated with exiting the Standard Life Aberdeen investment management agreement.
These amounts include the impacts of movements in liabilities and value of the in-force business in respect of insurance contracts and participating investment contracts.
(IV) OPTIONS AND GUARANTEES OUTSIDE THE WITH-PROFIT FUNDS
A number of typical guarantees are provided outside the With-Profit Funds such as guaranteed payments on death (e.g. term assurance) or guaranteed income for life (e.g. annuities). In addition, certain personal pension policyholders in Scottish Widows, for whom reinstatement to their occupational pension scheme was not an option, have been given a guarantee that their pension and other benefits will correspond in value to the benefits of the relevant occupational pension scheme. The key assumptions affecting the ultimate value of the guarantee are future salary growth, gilt yields at retirement, annuitant mortality at retirement, marital status at retirement and future investment returns. There is currently a provision, calculated on a deterministic basis, of £64 million (2018: £39 million) in respect of those guarantees.
(2) Non-life insurance
For non-life insurance contracts, the methodology and assumptions used in relation to determining the bases of the earned premium and claims provisioning levels are derived for each individual underwritten product. Assumptions are intended to be neutral estimates of the most likely or expected outcome. There has been no significant change in the assumptions and methodologies used for setting reserves.
The movements in non-life insurance contract liabilities and reinsurance assets over the year have been as follows:
2019 | 2018 | |||||||
£m | £m | |||||||
Provisions for unearned premiums | ||||||||
Gross provision at 1 January | 342 | 358 | ||||||
Increase in the year | 663 | 681 | ||||||
Release in the year | (672 | ) | (697 | ) | ||||
Change in provision for unearned premiums charged to income statement | (9 | ) | (16 | ) | ||||
Gross provision at 31 December | 333 | 342 | ||||||
Reinsurers’ share | (14 | ) | (13 | ) | ||||
Net provision at 31 December | 319 | 329 |
These provisions represent the liability for short-term insurance contracts for which the Group’s obligations are not expired at the year end.
2019 | 2018 | |||||||
£m | £m | |||||||
Claims outstanding | ||||||||
Gross claims outstanding at 1 January | 254 | 225 | ||||||
Cash paid for claims settled in the year | (300 | ) | (306 | ) | ||||
Increase/(decrease) in liabilities charged to the income statement 1 | 287 | 335 | ||||||
(13 | ) | 29 | ||||||
Gross claims outstanding at 31 December | 241 | 254 | ||||||
Reinsurers’ share | – | – | ||||||
Net claims outstanding at 31 December | 241 | 254 | ||||||
Notified claims | 128 | 170 | ||||||
Incurred but not reported | 113 | 84 | ||||||
Net claims outstanding at 31 December | 241 | 254 |
1 | Of which an increase of £335 million (2018: £367 million) was in respect of current year claims and a decrease of £48 million (2018: a decrease of £32 million) was in respect of prior year claims. |
F-59 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 33: LIFE INSURANCE SENSITIVITY ANALYSIS
The following table demonstrates the effect of reasonably possible changes in key assumptions on profit before tax and equity disclosed in these financial statements assuming that the other assumptions remain unchanged. In practice this is unlikely to occur, and changes in some assumptions may be correlated. These amounts include movements in assets, liabilities and the value of the in-force business in respect of insurance contracts and participating investment contracts. The impact is shown in one direction but can be assumed to be reasonably symmetrical.
2019 | 2018 | |||||||||||||||||
Increase | Increase | |||||||||||||||||
(reduction | ) | Increase | (reduction | ) | Increase | |||||||||||||
in profit | (reduction | ) | in profit | (reduction | ) | |||||||||||||
Change in | before tax | in equity | before tax | in equity | ||||||||||||||
variable | £m | £m | £m | £m | ||||||||||||||
Non-annuitant mortality and morbidity1 | 5% reduction | 19 | 16 | 22 | 18 | |||||||||||||
Annuitant mortality2 | 5% reduction | (293 | ) | (243 | ) | (234 | ) | (194 | ) | |||||||||
Lapse rates3 | 10% reduction | 107 | 89 | 89 | 74 | |||||||||||||
Future maintenance and investment expenses4 | 10% reduction | 299 | 248 | 262 | 217 | |||||||||||||
Risk-free rate5 | 0.25% reduction | 33 | 28 | 76 | 63 | |||||||||||||
Guaranteed annuity option take up6 | 5% addition | (1 | ) | (1 | ) | (3 | ) | (2 | ) | |||||||||
Equity investment volatility7 | 1% addition | (2 | ) | (1 | ) | (5 | ) | (4 | ) | |||||||||
Widening of credit default spreads on corporate bonds8 | 0.25% addition | (424 | ) | (352 | ) | (364 | ) | (303 | ) | |||||||||
Increase in illiquidity premia9 | 0.10% addition | 191 | 159 | 153 | 127 |
Assumptions have been flexed on the basis used to calculate the value of in-force business and the realistic and statutory reserving bases.
1 | This sensitivity shows the impact of reducing mortality and morbidity rates on non-annuity business to 95 per cent of the expected rate. |
2 | This sensitivity shows the impact on the annuity and deferred annuity business of reducing mortality rates to 95 per cent of the expected rate. |
3 | This sensitivity shows the impact of reducing lapse and surrender rates to 90 per cent of the expected rate. |
4 | This sensitivity shows the impact of reducing maintenance expenses and investment expenses to 90 per cent of the expected rate. |
5 | This sensitivity shows the impact on the value of in-force business, financial options and guarantee costs, statutory reserves and asset values of reducing the risk-free rate by 25 basis points. |
6 | This sensitivity shows the impact of a flat 5 per cent addition to the expected rate. |
7 | This sensitivity shows the impact of a flat 1 per cent addition to the expected rate. |
8 | This sensitivity shows the impact of a 25 basis point increase in credit default spreads on corporate bonds and the corresponding reduction in market values. Swap curves, the risk-free rate and illiquidity premia are all assumed to be unchanged. |
9 | This sensitivity shows the impact of a 10 basis point increase in the allowance for illiquidity premia. It assumes the overall spreads on assets are unchanged and hence market values are unchanged. Swap curves and the non-annuity risk-free rate are both assumed to be unchanged. The increased illiquidity premium increases the annuity risk-free rate. |
NOTE 34: LIABILITIES ARISING FROM NON-PARTICIPATING INVESTMENT CONTRACTS
The movement in liabilities arising from non-participating investment contracts may be analysed as follows:
2019 | 2018 | |||||||
£m | £m | |||||||
At 1 January | 13,853 | 15,447 | ||||||
Acquisition of business (note 23) | 20,981 | – | ||||||
New business | 1,810 | 668 | ||||||
Changes in existing business | 815 | (2,262 | ) | |||||
At 31 December | 37,459 | 13,853 |
The balances above are shown gross of reinsurance. As at 31 December 2019, related reinsurance balances were £21 million (2018: £20 million); reinsurance balances are reported within assets. Liabilities arising from non-participating investment contracts are categorised as level 2. See note 50 for details of levels in the fair value hierarchy.
NOTE 35: OTHER LIABILITIES
2019 | 2018 | |||||||
£m | £m | |||||||
Settlement balances | 760 | 485 | ||||||
Unitholders’ interest in Open Ended Investment Companies1 | 11,928 | 12,933 | ||||||
Unallocated surplus within insurance businesses | 400 | 382 | ||||||
Lease liabilities | 1,844 | 46 | ||||||
Other creditors and accruals | 5,401 | 5,787 | ||||||
Total other liabilities | 20,333 | 19,633 |
1 | Where a collective investment vehicle is consolidated the interests of parties other than the Group are reported at fair value in other liabilities. |
F-60 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 35: OTHER LIABILITIES continued
The maturity of the Group’s lease liabilities was as follows:
2019 | 2018 | |||||||
£m | £m | |||||||
Not later than 1 year | 241 | 10 | ||||||
Later than 1 year and not later than 2 years | 222 | 9 | ||||||
Later than 2 years and not later than 3 years | 207 | 7 | ||||||
Later than 3 years and not later than 4 years | 170 | 6 | ||||||
Later than 4 years and not later than 5 years | 145 | 2 | ||||||
Later than 5 years | 859 | 12 | ||||||
1,844 | 46 |
The Group adopted IFRS 16 Leases from 1 January 2019, see note 1.
NOTE 36: RETIREMENT BENEFIT OBLIGATIONS
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Charge to the income statement | ||||||||||||
Defined benefit pension schemes | 241 | 401 | 362 | |||||||||
Other post-retirement benefit schemes | 4 | 4 | 7 | |||||||||
Total defined benefit schemes | 245 | 405 | 369 | |||||||||
Defined contribution pension schemes | 287 | 300 | 256 | |||||||||
Total charge to the income statement (note 11) | 532 | 705 | 625 |
2019 | 2018 | |||||||
£m | £m | |||||||
Amounts recognised in the balance sheet | ||||||||
Retirement benefit assets | 681 | 1,267 | ||||||
Retirement benefit obligations | (257 | ) | (245 | ) | ||||
Total amounts recognised in the balance sheet | 424 | 1,022 | ||||||
The total amount recognised in the balance sheet relates to: | ||||||||
2019 | 2018 | |||||||
£m | £m | |||||||
Defined benefit pension schemes | 550 | 1,146 | ||||||
Other post-retirement benefit schemes | (126 | ) | (124 | ) | ||||
Total amounts recognised in the balance sheet | 424 | 1,022 |
Pension schemes
DEFINED BENEFIT SCHEMES
(I) CHARACTERISTICS OF AND RISKS ASSOCIATED WITH THE GROUP’S SCHEMES
The Group has established a number of defined benefit pension schemes in the UK and overseas. All significant schemes are based in the UK, with the three most significant being the main section of the Lloyds Bank Pension Schemes No. 1, the Lloyds Bank Pension Scheme No. 2 and the HBOS Final Salary Pension Scheme. At 31 December 2019, these schemes represented 94 per cent of the Group’s total gross defined benefit pension assets (2018: 94 per cent). These schemes provide retirement benefits calculated as a percentage of final pensionable salary depending upon the length of service; the minimum retirement age under the rules of the schemes at 31 December 2019 is generally 55 although certain categories of member are deemed to have a contractual right to retire at 50.
The Group operates both funded and unfunded pension arrangements; the majority, including the three most significant schemes, are funded schemes in the UK. All of these UK funded schemes are operated as separate legal entities under trust law, are in compliance with the Pensions Act 2004 and are managed by a Trustee Board (the Trustee) whose role is to ensure that their Scheme is administered in accordance with the Scheme rules and relevant legislation, and to safeguard the assets in the best interests of all members and beneficiaries. The Trustee is solely responsible for setting investment policy and for agreeing funding requirements with the employer through the funding valuation process. The Board of Trustees must be composed of representatives of the Company and plan participants in accordance with the Scheme’s regulations.
A valuation to determine the funding status of each scheme is carried out at least every three years, whereby scheme assets are measured at market value and liabilities (technical provisions) are measured using prudent assumptions. If a deficit is identified a recovery plan is agreed between the employer and the scheme Trustee and sent to the Pensions Regulator for review. The Group has not provided for these deficit contributions as the future economic benefits arising from these contributions are expected to be available to the Group. The Group’s overseas defined benefit pension schemes are subject to local regulatory arrangements.
The most recent triennial funding valuation of the Group’s three main schemes, based on the position as at 31 December 2016, showed an aggregate funding deficit of £7.3 billion (a funding level of 85.6 per cent) compared to a £5.2 billion deficit (a funding level of 85.9 per cent) for the previous valuation as at 30 June 2014. In the light of this funding deficit, and in contemplation of the changes that the Group had made as a result of its Structural Reform Programme, the Group agreed a recovery plan with the trustees. Under the plan, deficit contributions of £618 million were paid during 2019, and these
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued
will rise to £798 million in 2020, £1,287 million in 2021 and £1,305 million per annum from 2022 to 2024. Contributions in the later years will be subject to review and renegotiation at subsequent funding valuations. The next funding valuation is due to be completed by March 2021 with an effective date of 31 December 2019. The deficit contributions are in addition to the regular contributions to meet benefits accruing over the year, and to cover the expenses of running the scheme. The Group currently expects to pay contributions of approximately £1,200 million to its defined benefit schemes in 2020.
During 2009, the Group made one-off contributions to the Lloyds Bank Pension Scheme No 1 and Lloyds Bank Pension Scheme No 2 in the form of interests in limited liability partnerships for each of the two schemes which hold assets to provide security for the Group’s obligations to the two schemes. At 31 December 2019, the limited liability partnerships held assets of approximately £6.7 billion. The limited liability partnerships are consolidated fully in the Group’s balance sheet.
The Group has also established three private limited companies which hold assets to provide security for the Group’s obligations to the HBOS Final Salary Pension Scheme, a section of the Lloyds Bank Pension Scheme No 1 and the Lloyds Bank Offshore Pension Scheme. At 31 December 2019 these held assets of approximately £4.8 billion in aggregate. The private limited companies are consolidated fully in the Group’s balance sheet. The terms of these arrangements require the Group to maintain assets in these vehicles to agreed minimum values in order to secure obligations owed to the relevant Group pension schemes. The Group has satisfied this requirement during 2019.
The last funding valuations of other Group schemes were carried out on a number of different dates. In order to report the position under IAS 19 as at 31 December 2019 the most recent valuation results for all schemes have been updated by qualified independent actuaries. The funding valuations use a more prudent approach to setting the discount rate and more conservative longevity assumptions than the IAS 19 valuations.
In July 2018 a decision was sought from the High Court in respect of the requirement to equalise the Guaranteed Minimum Pension (GMP) benefits accrued between 1990 and 1997 from contracting out of the State Earnings Related Pension Scheme. In its judgment handed down on 26 October 2018 the High Court confirmed the requirement to treat men and women equally with respect to these benefits and a range of methods that the Trustee is entitled to adopt to achieve equalisation. The Group recognised a past service cost of £108 million in respect of equalisation in 2018 and, following agreement of the detailed implementation approach with the Trustee, a further £33 million has been recognised in 2019.
(II) AMOUNTS IN THE FINANCIAL STATEMENTS
2019 | 2018 | |||||||
£m | £m | |||||||
Amount included in the balance sheet | ||||||||
Present value of funded obligations | (45,241 | ) | (41,092 | ) | ||||
Fair value of scheme assets | 45,791 | 42,238 | ||||||
Net amount recognised in the balance sheet | 550 | 1,146 | ||||||
2019 | 2018 | |||||||
£m | £m | |||||||
Net amount recognised in the balance sheet | ||||||||
At 1 January | 1,146 | 509 | ||||||
Net defined benefit pension charge | (241 | ) | (401 | ) | ||||
Actuarial gains (losses) on defined benefit obligation | (4,958 | ) | 1,707 | |||||
Return on plan assets | 3,531 | (1,558 | ) | |||||
Employer contributions | 1,062 | 863 | ||||||
Exchange and other adjustments | 10 | 26 | ||||||
At 31 December | 550 | 1,146 | ||||||
2019 | 2018 | |||||||
£m | £m | |||||||
Movements in the defined benefit obligation | ||||||||
At 1 January | (41,092 | ) | (44,384 | ) | ||||
Current service cost | (201 | ) | (261 | ) | ||||
Interest expense | (1,172 | ) | (1,130 | ) | ||||
Remeasurements: | ||||||||
Actuarial losses – experience | (29 | ) | (439 | ) | ||||
Actuarial (losses) gains – demographic assumptions | 471 | (201 | ) | |||||
Actuarial gains (losses) – financial assumptions | (5,400 | ) | 2,347 | |||||
Benefits paid | 2,174 | 3,079 | ||||||
Past service cost | (44 | ) | (108 | ) | ||||
Curtailments | – | (12 | ) | |||||
Settlements | 17 | 17 | ||||||
Exchange and other adjustments | 35 | – | ||||||
At 31 December | (45,241 | ) | (41,092 | ) |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 36: RETIREMENT BENEFIT OBLIGATIONS continued
2019 | 2018 | |||||||
£m | £m | |||||||
Analysis of the defined benefit obligation: | ||||||||
Active members | (6,413 | ) | (6,448 | ) | ||||
Deferred members | (16,058 | ) | (14,208 | ) | ||||
Pensioners | (21,032 | ) | (18,885 | ) | ||||
Dependants | (1,738 | ) | (1,551 | ) | ||||
(45,241 | ) | (41,092 | ) |
2019 | 2018 | |||||||
£m | £m | |||||||
Changes in the fair value of scheme assets | ||||||||
At 1 January | 42,238 | 44,893 | ||||||
Return on plan assets excluding amounts included in interest income | 3,531 | (1,558 | ) | |||||
Interest income | 1,220 | 1,152 | ||||||
Employer contributions | 1,062 | 863 | ||||||
Benefits paid | (2,174 | ) | (3,079 | ) | ||||
Settlements | (18 | ) | (18 | ) | ||||
Administrative costs paid | (43 | ) | (41 | ) | ||||
Exchange and other adjustments | (25 | ) | 26 | |||||
At 31 December | 45,791 | 42,238 |
The expense recognised in the income statement for the year ended 31 December comprises:
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Current service cost | 201 | 261 | 295 | |||||||||
Net interest amount | (48 | ) | (22 | ) | (1 | ) | ||||||
Past service credits and curtailments | – | 12 | 10 | |||||||||
Settlements | 1 | 1 | 3 | |||||||||
Past service cost – plan amendments | 44 | 108 | 14 | |||||||||
Plan administration costs incurred during the year | 43 | 41 | 41 | |||||||||
Total defined benefit pension expense | 241 | 401 | 362 |
(III) COMPOSITION OF SCHEME ASSETS
2019 | 2018 | |||||||||||||||||||||||
Quoted | Unquoted | Total | Quoted | Unquoted | Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Equity instruments | 555 | 39 | 594 | 637 | 222 | 859 | ||||||||||||||||||
Debt instruments1: | ||||||||||||||||||||||||
Fixed interest government bonds | 8,893 | – | 8,893 | 7,449 | – | 7,449 | ||||||||||||||||||
Index-linked government bonds | 18,207 | – | 18,207 | 16,477 | – | 16,477 | ||||||||||||||||||
Corporate and other debt securities | 10,588 | – | 10,588 | 8,813 | – | 8,813 | ||||||||||||||||||
Asset-backed securities | – | – | – | 138 | – | 138 | ||||||||||||||||||
37,688 | – | 37,688 | 32,877 | – | 32,877 | |||||||||||||||||||
Property | – | 158 | 158 | – | 556 | 556 | ||||||||||||||||||
Pooled investment vehicles | 4,773 | 10,585 | 15,358 | 4,578 | 10,494 | 15,072 | ||||||||||||||||||
Money market instruments, cash, derivatives and other assets and liabilities | 204 | (8,211 | ) | (8,007 | ) | (283 | ) | (6,843 | ) | (7,126 | ) | |||||||||||||
At 31 December | 43,220 | 2,571 | 45,791 | 37,809 | 4,429 | 42,238 |
1 | Of the total debt instruments, £33,134 million (31 December 2018: £29,033 million) were investment grade (credit ratings equal to or better than ‘BBB’). |
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Notes to the consolidated financial statements
Note 36: Retirement benefit obligations continued
The assets of all the funded plans are held independently of the Group’s assets in separate trustee administered funds.
The pension schemes’ pooled investment vehicles comprise:
2019 | 2018 | |||||||
£m | £m | |||||||
Equity funds | 2,429 | 2,329 | ||||||
Hedge and mutual funds | 2,886 | 2,487 | ||||||
Liquidity funds | 1,126 | 2,329 | ||||||
Bond and debt funds | 971 | 313 | ||||||
Other | 7,946 | 7,614 | ||||||
At 31 December | 15,358 | 15,072 |
The Trustee’s approach to investment is focused on acting in the members’ best financial interests, with the integration of ESG (Environmental, Social and Governance) considerations into investment management processes and practices. This policy is reviewed annually (or more frequently as required) and has been shared with the schemes’ investment managers for implementation.
(IV) ASSUMPTIONS
The principal actuarial and financial assumptions used in valuations of the defined benefit pension schemes were as follows:
2019 | 2018 | |||||||
% | % | |||||||
Discount rate | 2.05 | 2.90 | ||||||
Rate of inflation: | ||||||||
Retail Prices Index | 2.94 | 3.20 | ||||||
Consumer Price Index | 1.99 | 2.15 | ||||||
Rate of salary increases | 0.00 | 0.00 | ||||||
Weighted-average rate of increase for pensions in payment | 2.57 | 2.73 | ||||||
2019 | 2018 | |||||||
Years | Years | |||||||
Life expectancy for member aged 60, on the valuation date: | ||||||||
Men | 27.5 | 27.8 | ||||||
Women | 29.2 | 29.4 | ||||||
Life expectancy for member aged 60, 15 years after the valuation date: | ||||||||
Men | 28.5 | 28.8 | ||||||
Women | 30.3 | 30.6 |
The mortality assumptions used in the UK scheme valuations are based on standard tables published by the Institute and Faculty of Actuaries which were adjusted in line with the actual experience of the relevant schemes. The table shows that a member retiring at age 60 at 31 December 2019 is assumed to live for, on average, 27.5 years for a male and 29.2 years for a female. In practice there will be much variation between individual members but these assumptions are expected to be appropriate across all members. It is assumed that younger members will live longer in retirement than those retiring now. This reflects the expectation that mortality rates will continue to fall over time as medical science and standards of living improve. To illustrate the degree of improvement assumed the table also shows the life expectancy for members aged 45 now, when they retire in 15 years’ time at age 60.
(V) AMOUNT TIMING AND UNCERTAINTY OF FUTURE CASH FLOWS
Risk exposure of the defined benefit schemes
Whilst the Group is not exposed to any unusual, entity specific or scheme specific risks in its defined benefit pension schemes, it is exposed to a number of significant risks, detailed below:
Inflation rate risk: the majority of the plans’ benefit obligations are linked to inflation both in deferment and once in payment. Higher inflation will lead to higher liabilities although this will be materially offset by holdings of inflation-linked gilts and, in most cases, caps on the level of inflationary increases are in place to protect against extreme inflation.
Interest rate risk: The defined benefit obligation is determined using a discount rate derived from yields on AA-rated corporate bonds. A decrease in corporate bond yields will increase plan liabilities although this will be materially offset by an increase in the value of bond holdings and through the use of derivatives.
Longevity risk: The majority of the schemes obligations are to provide benefits for the life of the members so increases in life expectancy will result in an increase in the plans’ liabilities.
Investment risk: Scheme assets are invested in a diversified portfolio of debt securities, equities and other return-seeking assets. If the assets underperform the discount rate used to calculate the defined benefit obligation, it will reduce the surplus or increase the deficit. Volatility in asset values and the discount rate will lead to volatility in the net pension asset on the Group’s balance sheet and in other comprehensive income. To a lesser extent this will also lead to volatility in the pension expense in the Group’s income statement.
The ultimate cost of the defined benefit obligations to the Group will depend upon actual future events rather than the assumptions made. The assumptions made are unlikely to be borne out in practice and as such the cost may be higher or lower than expected.
Sensitivity analysis
The effect of reasonably possible changes in key assumptions on the value of scheme liabilities and the resulting pension charge in the Group’s income statement and on the net defined benefit pension scheme asset, for the Group’s three most significant schemes, is set out below. The sensitivities
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Notes to the consolidated financial statements
Note 36: Retirement benefit obligations continued
provided assume that all other assumptions and the value of the schemes’ assets remain unchanged, and are not intended to represent changes that are at the extremes of possibility. The calculations are approximate in nature and full detailed calculations could lead to a different result. It is unlikely that isolated changes to individual assumptions will be experienced in practice. Due to the correlation of assumptions, aggregating the effects of these isolated changes may not be a reasonable estimate of the actual effect of simultaneous changes in multiple assumptions.
Effect of reasonably possible alternative assumptions | ||||||||||||||||
Increase
(decrease)
in the income statement charge |
(Increase)
decrease in the
net defined benefit pension scheme surplus |
|||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
£m | £m | £m | £m | |||||||||||||
Inflation (including pension increases):1 | ||||||||||||||||
Increase of 0.1 per cent | 12 | 14 | 467 | 410 | ||||||||||||
Decrease of 0.1 per cent | (12 | ) | (14 | ) | (460 | ) | (395 | ) | ||||||||
Discount rate:2 | ||||||||||||||||
Increase of 0.1 per cent | (20 | ) | (27 | ) | (763 | ) | (670 | ) | ||||||||
Decrease of 0.1 per cent | 21 | 25 | 784 | 686 | ||||||||||||
Expected life expectancy of members: | ||||||||||||||||
Increase of one year | 40 | 43 | 1,636 | 1,299 | ||||||||||||
Decrease of one year | (39 | ) | (42 | ) | (1,575 | ) | (1,257 | ) |
1 | At 31 December 2019, the assumed rate of RPI inflation is 2.94 per cent and CPI inflation 1.99 per cent (2018: RPI 3.20 per cent and CPI 2.15 per cent). |
2 | At 31 December 2019, the assumed discount rate is 2.05 per cent (2018: 2.90 per cent). |
Sensitivity analysis method and assumptions
The sensitivity analysis above reflects the impact on the liabilities of the Group’s three most significant schemes which account for over 90 per cent of the Group’s defined benefit obligations. Whilst differences in the underlying liability profiles for the remainder of the Group’s pension arrangements mean they may exhibit slightly different sensitivities to variations in these assumptions, the sensitivities provided above are indicative of the impact across the Group as a whole.
The inflation assumption sensitivity applies to both the assumed rate of increase in the Consumer Prices Index (CPI) and the Retail Prices Index (RPI), and include the impact on the rate of increases to pensions, both before and after retirement. These pension increases are linked to inflation (either CPI or RPI) subject to certain minimum and maximum limits.
The sensitivity analysis (including the inflation sensitivity) does not include the impact of any change in the rate of salary increases as pensionable salaries have been frozen since 2 April 2014.
The life expectancy assumption has been applied by allowing for an increase/decrease in life expectation from age 60 of one year, based upon the approximate weighted average age for each scheme. Whilst this is an approximate approach and will not give the same result as a one year increase in life expectancy at every age, it provides an appropriate indication of the potential impact on the schemes from changes in life expectancy.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from the prior year.
Asset-liability matching strategies
The main schemes’ assets are invested in a diversified portfolio, consisting primarily of debt securities. The investment strategy is not static and will evolve to reflect the structure of liabilities within the schemes. Specific asset-liability matching strategies for each pension plan are independently determined by the responsible governance body for each scheme and in consultation with the employer.
A significant goal of the asset-liability matching strategies adopted by Group schemes is to reduce volatility caused by changes in market expectations of interest rates and inflation. In the main schemes, this is achieved by investing scheme assets in bonds, primarily fixed interest gilts and index linked gilts, and by entering into interest rate and inflation swap arrangements. These investments are structured to take into account the profile of scheme liabilities, and actively managed to reflect both changing market conditions and changes to the liability profile.
On 28 January 2020, the main schemes entered into a £10 billion longevity insurance arrangement to hedge around 20 per cent of the schemes’ exposure to unexpected increases in life expectancy. This arrangement will form part of the schemes’ investment portfolio and will provide income to the schemes in the event that pensions are paid out for longer than expected. The transaction is structured as a pass-through with Scottish Widows as the insurer, and onwards reinsurance to Pacific Life Re Limited.
At 31 December 2019 the asset-liability matching strategy mitigated around 106 per cent of the liability sensitivity to interest rate movements and around 103 per cent of the liability sensitivity to inflation movements. In addition a small amount of interest rate sensitivity arises through holdings of corporate and other debt securities.
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Notes to the consolidated financial statements
Note 36: Retirement benefit obligations continued
Maturity profile of defined benefit obligation
The following table provides information on the weighted average duration of the defined benefit pension obligations and the distribution and timing of benefit payments:
2019
Years |
2018
Years |
|||||||
Duration of the defined benefit obligation | 18 | 18 | ||||||
2019 | 2018 | |||||||
£m | £m | |||||||
Maturity analysis of benefits expected to be paid: | ||||||||
Within 12 months | 1,274 | 1,225 | ||||||
Between 1 and 2 years | 1,373 | 1,299 | ||||||
Between 2 and 5 years | 4,455 | 4,303 | ||||||
Between 5 and 10 years | 8,426 | 8,305 | ||||||
Between 10 and 15 years | 9,229 | 9,416 | ||||||
Between 15 and 25 years | 17,400 | 18,417 | ||||||
Between 25 and 35 years | 13,999 | 15,631 | ||||||
Between 35 and 45 years | 8,291 | 9,924 | ||||||
In more than 45 years | 3,160 | 4,270 |
Maturity analysis method and assumptions
The projected benefit payments are based on the assumptions underlying the assessment of the obligations, including allowance for expected future inflation. They are shown in their undiscounted form and therefore appear large relative to the discounted assessment of the defined benefit obligations recognised in the Group’s balance sheet. They are in respect of benefits that have been accrued prior to the respective year-end date only and make no allowance for any benefits that may have been accrued subsequently.
DEFINED CONTRIBUTION SCHEMES
The Group operates a number of defined contribution pension schemes in the UK and overseas, principally Your Tomorrow and the defined contribution sections of the Lloyds Bank Pension Scheme No. 1.
During the year ended 31 December 2019 the charge to the income statement in respect of defined contribution schemes was £287 million (2018: £300 million; 2017: £256 million), representing the contributions payable by the employer in accordance with each scheme’s rules.
Other post-retirement benefit schemes
The Group operates a number of schemes which provide post-retirement healthcare benefits to certain employees, retired employees and their dependants. The principal scheme relates to former Lloyds Bank staff and under this scheme the Group has undertaken to meet the cost of post-retirement healthcare for all eligible former employees (and their dependants) who retired prior to 1 January 1996. The Group has entered into an insurance contract to provide these benefits and a provision has been made for the estimated cost of future insurance premiums payable.
For the principal post-retirement healthcare scheme, the latest actuarial valuation of the liability was carried out at 31 December 2019 by qualified independent actuaries. The principal assumptions used were as set out above, except that the rate of increase in healthcare premiums has been assumed at 6.54 per cent (2018: 6.81 per cent).
Movements in the other post-retirement benefits obligation:
2019 | 2018 | |||||||
£m | £m | |||||||
At 1 January | (124 | ) | (144 | ) | ||||
Actuarial (losses) gains | (6 | ) | 18 | |||||
Insurance premiums paid | 7 | 5 | ||||||
Charge for the year | (4 | ) | (4 | ) | ||||
Exchange and other adjustments | 1 | 1 | ||||||
At 31 December | (126 | ) | (124 | ) |
NOTE 37: DEFERRED TAX
The Group’s deferred tax assets and liabilities are as follows:
2019 | 2018 | 2019 | 2018 | |||||||||||||||
Statutory position | £m | £m | Tax disclosure | £m | £m | |||||||||||||
Deferred tax assets | 2,666 | 2,453 | Deferred tax assets | 4,917 | 4,731 | |||||||||||||
Deferred tax liabilities | (44 | ) | – | Deferred tax liabilities | (2,295 | ) | (2,278 | ) | ||||||||||
Asset at 31 December | 2,622 | 2,453 | Asset at 31 December | 2,622 | 2,453 |
The statutory position reflects the deferred tax assets and liabilities as disclosed in the consolidated balance sheet and takes into account the ability of the Group to net assets and liabilities where there is a legally enforceable right of offset. The tax disclosure of deferred tax assets and liabilities ties to the amounts outlined in the tables below which splits the deferred tax assets and liabilities by type, before such netting.
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Notes to the consolidated financial statements
Note 37: Deferred tax continued
As a result of legislation enacted in 2016, the UK corporation tax rate will reduce from 19 per cent to 17 per cent on 1 April 2020. The Group measures its deferred tax assets and liabilities at the value expected to be recoverable or payable in future periods, and re-measures them at each reporting date based on the most recent estimates of utilisation or settlement, including the impact of bank surcharge where appropriate. The deferred tax impact of this re-measurement to 17 per cent in 2019 is a charge of £6 million in the income statement and a credit of £5 million in other comprehensive income.
During the December 2019 election campaign, the UK government stated its intention to maintain the corporation tax rate at 19 per cent on 1 April 2020. Had this rate change been substantively enacted at 31 December 2019, the effect would have been to increase net deferred tax assets by £294 million.
On 29 October 2018, the UK government announced its intention to restrict the use of capital tax losses to 50 per cent of any future gains arising. Had this restriction been substantively enacted at 31 December 2019, the effect would have been to reduce net deferred tax assets by £50 million.
Movements in deferred tax liabilities and assets (before taking into consideration the offsetting of balances within the same taxing jurisdiction) can be summarised as follows:
Tax losses |
Property,
plant and equipment |
Pension
liabilities |
Provisions |
Share-based
payments |
Derivatives |
Other
temporary differences |
Total | |||||||||||||||||||||||||
Deferred tax assets | £m | £m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||||||||
At 1 January 2018 | 4,034 | 743 | 90 | 380 | 51 | – | 16 | 5,314 | ||||||||||||||||||||||||
(Charge) credit to the income statement | (256 | ) | (100 | ) | 64 | (45 | ) | (6 | ) | – | (5 | ) | (348 | ) | ||||||||||||||||||
(Charge) credit to other comprehensive income | – | – | (92 | ) | (138 | ) | – | – | – | (230 | ) | |||||||||||||||||||||
Other (charge) credit to equity | – | – | – | – | (5 | ) | – | – | (5 | ) | ||||||||||||||||||||||
At 31 December 2018 | 3,778 | 643 | 62 | 197 | 40 | – | 11 | 4,731 | ||||||||||||||||||||||||
(Charge) credit to the income statement | (167 | ) | (1 | ) | (83 | ) | (87 | ) | 4 | 149 | 174 | (11 | ) | |||||||||||||||||||
(Charge) credit to other comprehensive income | – | – | 74 | 116 | – | – | – | 190 | ||||||||||||||||||||||||
Other (charge) credit to equity | – | – | – | – | 7 | – | – | 7 | ||||||||||||||||||||||||
At 31 December 2019 | 3,611 | 642 | 53 | 226 | 51 | 149 | 185 | 4,917 | ||||||||||||||||||||||||
Long-term
assurance business |
Acquisition
fair value |
Pension
assets |
Derivatives |
Asset
revaluations1 |
Other
temporary differences |
Total | ||||||||||||||||||||||||||
Deferred tax liabilities | £m | £m | £m | £m | £m | £m | £m | |||||||||||||||||||||||||
At 1 January 2018 | (799 | ) | (879 | ) | (181 | ) | (499 | ) | (207 | ) | (140 | ) | (2,705 | ) | ||||||||||||||||||
(Charge) credit to the income statement | 162 | 142 | (67 | ) | (19 | ) | (33 | ) | 7 | 192 | ||||||||||||||||||||||
(Charge) credit to other comprehensive income | – | – | (25 | ) | 113 | 141 | – | 229 | ||||||||||||||||||||||||
Exchange and other adjustments | – | – | – | – | – | 6 | 6 | |||||||||||||||||||||||||
At 31 December 2018 | (637 | ) | (737 | ) | (273 | ) | (405 | ) | (99 | ) | (127 | ) | (2,278 | ) | ||||||||||||||||||
(Charge) credit to the income statement | (193 | ) | 221 | 59 | (48 | ) | (19 | ) | (35 | ) | (15 | ) | ||||||||||||||||||||
(Charge) credit to other comprehensive income | – | – | 64 | (148 | ) | 83 | – | (1 | ) | |||||||||||||||||||||||
Exchange and other adjustments | – | – | – | – | – | (1 | ) | (1 | ) | |||||||||||||||||||||||
At 31 December 2019 | (830 | ) | (516 | ) | (150 | ) | (601 | ) | (35 | ) | (163 | ) | (2,295 | ) |
1 | Financial assets at fair value through other comprehensive income. |
Deferred tax not recognised
Deferred tax of £24 million (2018: £90 million) has been recognised in respect of the future tax benefit of some expenses of the life assurance business carried forward. The deferred tax asset not recognised in respect of the remaining expenses is approximately £254 million (2018: £371 million), and these expenses can be carried forward indefinitely. The unrecognised deferred tax asset has reduced in 2019, as a significant amount of brought forward expenses have been utilised in the last year.
Deferred tax assets of approximately £48 million (2018: £78 million) have not been recognised in respect of £280 million of UK tax losses and other temporary differences which can only be used to offset future capital gains. UK capital losses can be carried forward indefinitely.
In addition, no deferred tax asset is recognised in respect of unrelieved foreign tax credits of £46 million (2018: £46 million), as there are no expected future taxable profits against which the credits can be utilised. These credits can be carried forward indefinitely.
No deferred tax has been recognised in respect of foreign trade losses where it is not more likely than not that we will be able to utilise them in future periods. Of the asset not recognised, £35 million (2018: £36 million) relates to losses that will expire if not used within 20 years, and £45 million (2018: £53 million) relates to losses with no expiry date.
As a result of parent company exemptions on dividends from subsidiaries and on capital gains on disposal there are no significant taxable temporary differences associated with investments in subsidiaries, branches, associates and joint arrangements.
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Notes to the consolidated financial statements
NOTE 38: OTHER PROVISIONS
Provisions
for
financial commitments and guarantees |
Payment
protection insurance |
Other
regulatory provisions |
Other | Total | ||||||||||||||||
£m | £m | £m | £m | £m | ||||||||||||||||
At 31 December 2018 | 193 | 1,524 | 861 | 969 | 3,547 | |||||||||||||||
Adjustment on adoption of IFRS 16 (note 55) | (97 | ) | (97 | ) | ||||||||||||||||
Balance at 1 January 2019 | 872 | 3,450 | ||||||||||||||||||
Exchange and other adjustments | (1 | ) | 367 | – | (39 | ) | 327 | |||||||||||||
Provisions applied | – | (2,461 | ) | (778 | ) | (593 | ) | (3,832 | ) | |||||||||||
Charge for the year | (15 | ) | 2,450 | 445 | 498 | 3,378 | ||||||||||||||
At 31 December 2019 | 177 | 1,880 | 528 | 738 | 3,323 |
Provisions for financial commitments and guarantees
Provisions are recognised for expected credit losses on undrawn loan commitments and financial guarantees. See also note 20.
Payment protection insurance (excluding MBNA)
The Group increased the provision for PPI costs by a further £2,450 million in the year ended 31 December 2019, bringing the total amount provided to £21,875 million.
The charge in 2019 was largely due to the significant increase in PPI information requests (PIRs) leading up to the deadline for submission of claims on 29 August 2019, and also reflects costs relating to complaints received from the Official Receiver as well as administration costs. An initial review of around 60 per cent of the five million PIRs received in the run-up to the PPI deadline has been undertaken, with the conversion rate remaining low, and consistent with the provision assumption of around 10 per cent. The Group has reached final agreement with the Official Receiver.
At 31 December 2019, a provision of £1,578 million remained unutilised relating to complaints and associated administration costs excluding amounts relating to MBNA. Total cash payments were £2,201 million during the year ended 31 December 2019.
SENSITIVITIES
The total amount provided for PPI represents the Group’s best estimate of the likely future cost. A number of risks and uncertainties remain including processing the remaining PIRs and outstanding complaints. The cost could differ from the Group’s estimates and the assumptions underpinning them, and could result in a further provision being required. These may also be impacted by any further regulatory changes and potential additional remediation arising from the continuous improvement of the Group’s operational practices.
For every one per cent increase in PIR conversion rate on the stock as at the industry deadline, the Group would expect an additional charge of approximately £100 million.
Payment protection insurance (MBNA)
MBNA increased its PPI provision by £367 million in the year ended 31 December 2019 but the Group’s exposure continues to remain capped at £240 million under the terms of the sale and purchase agreement.
F-68 |
|
Notes to the consolidated financial statements
Other provisions for legal actions and regulatory matters
In the course of its business, the Group is engaged in discussions with the PRA, FCA and other UK and overseas regulators and other governmental authorities on a range of matters. The Group also receives complaints in connection with its past conduct and claims brought by or on behalf of current and former employees, customers, investors and other third parties and is subject to legal proceedings and other legal actions. Where significant, provisions are held against the costs expected to be incurred in relation to these matters and matters arising from related internal reviews. During the year ended 31 December 2019 the Group charged a further £445 million in respect of legal actions and other regulatory matters, and the unutilised balance at 31 December 2019 was £528 million (31 December 2018: £861 million). The most significant items are as follows.
ARREARS HANDLING RELATED ACTIVITIES
The Group has provided an additional £188 million in the year ended 31 December 2019 for the costs of identifying and rectifying certain arrears management fees and activities, taking the total provided to date to £981 million. The Group has put in place a number of actions to improve its handling of customers in these areas and has made good progress in reimbursing arrears fees to impacted customers.
PACKAGED BANK ACCOUNTS
The Group had provided a total of £795 million up to 31 December 2018 in respect of complaints relating to alleged mis-selling of packaged bank accounts, with no further amounts provided during the year ended 31 December 2019. A number of risks and uncertainties remain, particularly with respect to future volumes.
CUSTOMER CLAIMS IN RELATION TO INSURANCE BRANCH BUSINESS IN GERMANY
The Group continues to receive claims in Germany from customers relating to policies issued by Clerical Medical Investment Group Limited (subsequently renamed Scottish Widows Limited), with smaller numbers received from customers in Austria and Italy. The industry-wide issue regarding notification of contractual ‘cooling off’ periods continued to lead to an increasing number of claims in 2016 and 2017. Whilst complaint volumes have declined, new litigation claim volumes per month have remained fairly constant throughout 2019. Up to 31 December 2019 the Group had provided a total of £656 million. The validity of the claims facing the Group depends upon the facts and circumstances in respect of each claim. As a result, the ultimate financial effect, which could be significantly different from the current provision, will be known only once all relevant claims have been resolved.
HBOS READING – REVIEW
The Group has now completed its compensation assessment for all 71 business customers within the customer review, with more than 98 per cent of these offers to individuals accepted. In total, more than £100 million in compensation has been offered to victims of the HBOS Reading fraud prior to the publication of Sir Ross Cranston’s independent quality assurance review of the customer review, of which £94 million has so far been accepted, in addition to £9 million for ex-gratia payments and £6 million for the re-imbursements of legal fees. Sir Ross’s review was concluded on 10 December 2019 and made a number of recommendations, including a re-assessment of direct and consequential losses by an independent panel. The Group has committed to implementing Sir Ross’s recommendations in full. In addition, further ex gratia payments of £35,000 have been made to 200 individuals in recognition of the additional delay which will be caused whilst the Group takes steps to implement Sir Ross’s recommendations. It is not possible to estimate at this stage what the financial impact will be.
HBOS READING – FCA INVESTIGATION
The FCA’s investigation into the events surrounding the discovery of misconduct within the Reading-based Impaired Assets team of HBOS has concluded. The Group has settled the matter with the FCA and paid a fine of £45.5 million, as per the FCA’s final notice dated 21 June 2019.
Other
Following the sale of TSB Banking Group plc, the Group raised a provision of £665 million in relation to various ongoing commitments; £117 million of this provision remained unutilised at 31 December 2019.
Provisions are made for staff and other costs related to Group restructuring initiatives at the point at which the Group becomes committed to the expenditure. At 31 December 2019 provisions of £129 million (31 December 2018: £191 million) were held.
The Group carries provisions of £118 million (2018: £122 million) for indemnities and other matters relating to legacy business disposals in prior years.
F-69 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 39: SUBORDINATED LIABILITIES
The movement in subordinated liabilities during the year was as follows:
Preference
shares £m |
Preferred
securities £m |
Undated
subordinated liabilities £m |
Dated
subordinated liabilities £m |
Total
£m |
||||||||||||||||
At 1 January 2018 | 813 | 3,690 | 565 | 12,854 | 17,922 | |||||||||||||||
Issued during the year | – | – | – | 1,729 | 1,729 | |||||||||||||||
Repurchases and redemptions during the year1 | – | (614 | ) | – | (1,642 | ) | (2,256 | ) | ||||||||||||
Foreign exchange movements | 18 | 131 | 20 | 377 | 546 | |||||||||||||||
Other movements (all non-cash) | (28 | ) | (2 | ) | 3 | (258 | ) | (285 | ) | |||||||||||
At 31 December 2018 | 803 | 3,205 | 588 | 13,060 | 17,656 | |||||||||||||||
Repurchases and redemptions during the year1 | (3 | ) | (49 | ) | (53 | ) | (713 | ) | (818 | ) | ||||||||||
Foreign exchange movements | (12 | ) | (83 | ) | (36 | ) | (402 | ) | (533 | ) | ||||||||||
Other movements (all non-cash) | 114 | 152 | 18 | 541 | 825 | |||||||||||||||
At 31 December 2019 | 902 | 3,225 | 517 | 12,486 | 17,130 |
1 | The repurchases and redemptions resulted in cash outflows of £818 million (2018: £2,256 million). |
Issued during 2018 | ||||
Dated subordinated liabilities | £m | |||
1.75% Subordinated Fixed Rate Notes 2028 callable 2023 | 664 | |||
4.344% Subordinated Fixed Rate Notes callable 2048 | 1,065 | |||
1,729 | ||||
Repurchases and redemptions during 2019 | ||||
Preference shares | £m | |||
6.3673% Non-cumulative Fixed to Floating Rate Preference Shares callable 2019 | 3 | |||
Preferred securities | £m | |||
13% Step-up Perpetual Capital Securities callable 2019 | 49 | |||
Undated subordinated liabilities | £m | |||
6.5% Undated Subordinated Step-up Notes callable 2019 | 1 | |||
7.375% Undated Subordinated Guaranteed Bonds | 52 | |||
53 | ||||
Dated subordinated liabilities | £m | |||
10.375% Subordinated Fixed to Fixed Rate Notes 2024 callable 2019 | 135 | |||
9.375% Subordinated Bonds 2021 | 328 | |||
6.375% Subordinated Instruments 2019 | 250 | |||
713 | ||||
Repurchases and redemptions during 2018 | ||||
Preferred securities | £m | |||
6.461% Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities | 600 | |||
Undated Perpetual Preferred Securities | 14 | |||
614 | ||||
Dated subordinated liabilities | £m | |||
10.5% Subordinated Bonds callable 2018 | 150 | |||
6.75% Subordinated Fixed Rate Notes callable 2018 | 1,492 | |||
1,642 |
These securities will, in the event of the winding-up of the issuer, be subordinated to the claims of depositors and all other creditors of the issuer, other than creditors whose claims rank equally with, or are junior to, the claims of the holders of the subordinated liabilities. The subordination of specific subordinated liabilities is determined in respect of the issuer and any guarantors of that liability. The claims of holders of preference shares and preferred securities are generally junior to those of the holders of undated subordinated liabilities, which in turn are junior to the claims of holders of the dated subordinated liabilities. The Group has not had any defaults of principal, interest or other breaches with respect to its subordinated liabilities during 2019 (2018: none).
F-70 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 40: SHARE CAPITAL
(1) Authorised share capital
As permitted by the Companies Act 2006, the Company removed references to authorised share capital from its articles of association at the annual general meeting on 5 June 2009. This change took effect from 1 October 2009.
(2) Issued and fully paid share capital
SHARE ISSUANCES
In 2019, 776 million shares (2018: 769 million shares; 2017: 518 million shares) were issued in respect of employee share schemes.
(3) Share capital and control
There are no restrictions on the transfer of shares in the Company other than as set out in the articles of association and:
– | certain restrictions which may from time to time be imposed by law and regulations (for example, insider trading laws); |
– | where directors and certain employees of the Company require the approval of the Company to deal in the Company’s shares; and |
– | pursuant to the rules of some of the Company’s employee share plans where certain restrictions may apply while the shares are subject to the plans. |
Where, under an employee share plan operated by the Company, participants are the beneficial owners of shares but not the registered owners, the voting rights are normally exercised by the registered owner at the direction of the participant. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time.
In addition, the Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights.
Information regarding significant direct or indirect holdings of shares in the Company can be found on page 170.
The directors have authority to allot and issue ordinary and preference shares and to make market purchases of ordinary and preference shares as granted at the annual general meeting on 16 May 2019. The authority to issue shares and the authority to make market purchases of shares will expire at the next annual general meeting. Shareholders will be asked, at the annual general meeting, to give similar authorities.
Subject to any rights or restrictions attached to any shares, on a show of hands at a general meeting of the Company every holder of shares present in person or by proxy and entitled to vote has one vote and on a poll every member present and entitled to vote has one vote for every share held.
Further details regarding voting at the annual general meeting can be found in the notes to the notice of the annual general meeting.
ORDINARY SHARES
The holders of ordinary shares, who held 100 per cent of the total ordinary share capital at 31 December 2019, are entitled to receive the Company’s report and accounts, attend, speak and vote at general meetings and appoint proxies to exercise voting rights. Holders of ordinary shares may also receive a dividend (subject to the provisions of the Company’s articles of association) and on a winding up may share in the assets of the Company.
LIMITED VOTING ORDINARY SHARES
At the annual general meeting on 11 May 2017, the Company’s shareholders approved the redesignation of the 80,921,051 limited voting ordinary shares held by the Lloyds Bank Foundations as ordinary shares of 10 pence each. The redesignation took effect on 1 July 2017 and the redesignated shares now rank equally with the existing issued ordinary shares of the Company.
The Company has entered into deeds of covenant with the Foundations under the terms of which the Company makes annual donations. The deeds of covenant in effect as at 31 December 2019 provide that such annual donations will cease in certain circumstances, including the Company providing nine years’ notice. Such notice has been given to the Lloyds TSB Foundation for Scotland.
PREFERENCE SHARES
The Company has in issue various classes of preference shares which are all classified as liabilities under accounting standards and which are included in note 39.
F-71 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 41: SHARE PREMIUM ACCOUNT
2019
£m |
2018
£m |
2017
£m |
||||||||||
At 1 January | 17,719 | 17,634 | 17,622 | |||||||||
Issued under employee share schemes | 29 | 85 | 12 | |||||||||
Redemption of preference shares1 | 3 | – | – | |||||||||
At 31 December | 17,751 | 17,719 | 17,634 |
1 | During the year ended 31 December 2019, the Company redeemed all of its outstanding 6.3673% Non-cumulative Fixed to Floating Rate Preference Shares at their combined sterling par value of £3 million. These preference shares had been accounted for as subordinated liabilities. On redemption an amount of £3 million was transferred from the distributable merger reserve to the share premium account. |
NOTE 42: OTHER RESERVES
2019
£m |
2018
£m |
2017
£m |
||||||||||
Other reserves comprise: | ||||||||||||
Merger reserve | 7,763 | 7,766 | 7,766 | |||||||||
Capital redemption reserve | 4,462 | 4,273 | 4,115 | |||||||||
Revaluation reserve in respect of debt securities held at fair value through other comprehensive income | 123 | 279 | ||||||||||
Revaluation reserve in respect of equity shares held at fair value through other comprehensive income | 19 | 5 | ||||||||||
Revaluation reserve in respect of available-for-sale financial assets | 685 | |||||||||||
Cash flow hedging reserve | 1,504 | 1,051 | 1,405 | |||||||||
Foreign currency translation reserve | (176 | ) | (164 | ) | (156 | ) | ||||||
At 31 December | 13,695 | 13,210 | 13,815 |
The merger reserve primarily comprises the premium on shares issued in January 2009 as part of the recapitalisation of the Group and the acquisition of HBOS plc.
The capital redemption reserve represents transfers from distributable reserve in accordance with companies’ legislation upon the redemption of ordinary and preference share capital.
The revaluation reserves in respect of debt securities and equity shares held at fair value through other comprehensive income represent the cumulative after tax unrealised change in the fair value of financial assets so classified since initial recognition; or in the case of financial assets obtained on acquisitions of businesses, since the date of acquisition.
The cash flow hedging reserve represents the cumulative after tax gains and losses on effective cash flow hedging instruments that will be reclassified to the income statement in the periods in which the hedged item affects profit or loss.
The foreign currency translation reserve represents the cumulative after-tax gains and losses on the translation of foreign operations and exchange differences arising on financial instruments designated as hedges of the Group’s net investment in foreign operations.
2019
£m |
2018
£m |
2017
£m |
||||||||||
Merger reserve | ||||||||||||
At 1 January | 7,766 | 7,766 | 7,766 | |||||||||
Redemption of preference shares (note 41) | (3 | ) | – | – | ||||||||
At 31 December | 7,763 | 7,766 | 7,766 | |||||||||
2019
£m |
2018
£m |
2017
£m |
||||||||||
Capital redemption reserve | ||||||||||||
At 1 January | 4,273 | 4,115 | 4,115 | |||||||||
Shares cancelled under share buyback programmes (see below) | 189 | 158 | – | |||||||||
At 31 December | 4,462 | 4,273 | 4,115 |
On 20 February 2019 the Group announced the launch of a share buyback programme to repurchase outstanding ordinary shares and the programme commenced on 1 March 2019; the Group bought back and cancelled 1,887 million shares under the programme, for a total consideration, including expenses, of £1,095 million. Upon cancellation £189 million, being the nominal value of the shares repurchased, was transferred to the capital redemption reserve.
Under a similar programme in 2018, the Group bought back and cancelled 1,578 million shares for a total consideration, including expenses, of £1,005 million; £158 million was transferred to the capital redemption reserve.
F-72 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 42: OTHER RESERVES continued
2019
£m |
2018
£m |
|||||||
Revaluation reserve in respect of debt securities held at fair value through other comprehensive income | ||||||||
At 1 January | 279 | 472 | ||||||
Change in fair value | (30 | ) | (37 | ) | ||||
Deferred tax | 10 | 35 | ||||||
(20 | ) | (2 | ) | |||||
Income statement transfer in respect of disposals (note 9) | (196 | ) | (275 | ) | ||||
Deferred tax | 61 | 84 | ||||||
(135 | ) | (191 | ) | |||||
Impairment recognised in the income statement | (1 | ) | – | |||||
At 31 December | 123 | 279 | ||||||
2019
£m |
2018
£m |
|||||||
Revaluation reserve in respect of equity shares held at fair value through other comprehensive income | ||||||||
At 1 January | 5 | (49 | ) | |||||
Change in fair value | – | (97 | ) | |||||
Deferred tax | 12 | 22 | ||||||
12 | (75 | ) | ||||||
Realised gains and losses transferred to retained profits | 14 | 151 | ||||||
Deferred tax | (12 | ) | (22 | ) | ||||
2 | 129 | |||||||
At 31 December | 19 | 5 |
F-73 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 42: OTHER RESERVES continued
Movements in other reserves were as follows:
2017
£m |
||||||||||||
Revaluation reserve in respect of available-for-sale financial assets | ||||||||||||
At 1 January | 759 | |||||||||||
Change in fair value of available-for-sale financial assets | 303 | |||||||||||
Deferred tax | (26 | ) | ||||||||||
Current tax | (4 | ) | ||||||||||
273 | ||||||||||||
Income statement transfers: | ||||||||||||
Disposals (note 9) | (446 | ) | ||||||||||
Deferred tax | 93 | |||||||||||
Current tax | – | |||||||||||
(353 | ) | |||||||||||
Impairment | 6 | |||||||||||
Deferred tax | – | |||||||||||
6 | ||||||||||||
At 31 December | 685 | |||||||||||
2019
£m |
2018
£m |
2017
£m |
||||||||||
Cash flow hedging reserve | ||||||||||||
At 1 January | 1,051 | 1,405 | 2,136 | |||||||||
Change in fair value of hedging derivatives | 1,209 | 234 | (363 | ) | ||||||||
Deferred tax | (303 | ) | (69 | ) | 121 | |||||||
906 | 165 | (242 | ) | |||||||||
Income statement transfers | (608 | ) | (701 | ) | (651 | ) | ||||||
Deferred tax | 155 | 182 | 162 | |||||||||
(453 | ) | (519 | ) | (489 | ) | |||||||
At 31 December | 1,504 | 1,051 | 1,405 | |||||||||
2019
£m |
2018
£m |
2017
£m |
||||||||||
Foreign currency translation reserve | ||||||||||||
At 1 January | (164 | ) | (156 | ) | (124 | ) | ||||||
Currency translation differences arising in the year | (12 | ) | (8 | ) | (21 | ) | ||||||
Foreign currency gains on net investment hedges (tax: £nil) | – | – | (11 | ) | ||||||||
At 31 December | (176 | ) | (164 | ) | (156 | ) |
F-74 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 43: RETAINED PROFITS
2019 | 20181 | 20171 | ||||||||||
£m | £m | £m | ||||||||||
At 31 December 2017 | 4,905 | |||||||||||
Adjustment on adoption of IFRS 9 and IFRS 15 | (929 | ) | ||||||||||
At 1 January | 5,389 | 3,976 | 3,250 | |||||||||
Profit for the year | 2,925 | 4,408 | 3,909 | |||||||||
Dividends paid2 | (2,312 | ) | (2,240 | ) | (2,284 | ) | ||||||
Issue costs of other equity instruments (net of tax) (note 44) | (3 | ) | (5 | ) | – | |||||||
Distributions on other equity instruments | (466 | ) | (433 | ) | (415 | ) | ||||||
Share buyback programmes (note 42) | (1,095 | ) | (1,005 | ) | – | |||||||
Realised gains and losses on equity shares held at fair value through other comprehensive income | (2 | ) | (129 | ) | ||||||||
Post-retirement defined benefit scheme remeasurements | (1,117 | ) | 120 | 482 | ||||||||
Share of other comprehensive income of associates and joint ventures | – | 8 | – | |||||||||
Gains and losses attributable to own credit risk (net of tax)3 | (306 | ) | 389 | (40 | ) | |||||||
Movement in treasury shares | (3 | ) | 40 | (411 | ) | |||||||
Value of employee services: | ||||||||||||
Share option schemes | 71 | 53 | 82 | |||||||||
Other employee award schemes | 165 | 207 | 332 | |||||||||
At 31 December | 3,246 | 5,389 | 4,905 |
1 | Restated, see note 1. |
2 | Net of a credit in respect of unclaimed dividends written-back in accordance with the Company’s Articles of Association in 2017. |
3 | During 2017 the Group derecognised, on redemption, financial liabilities on which cumulative fair value movements relating to own credit of £3 million net of tax, had been recognised directly in retained profits. |
Retained profits are stated after deducting £575 million (2018: £499 million; 2017: £611 million) representing 902 million (2018: 909 million; 2017: 861 million) treasury shares held.
The payment of dividends by subsidiaries and the ability of members of the Group to lend money to other members of the Group may be subject to regulatory or legal restrictions, the availability of reserves and the financial and operating performance of the entity. Details of such restrictions and the methods adopted by the Group to manage the capital of its subsidiaries are provided under Capital Risk on page 87.
NOTE 44: OTHER EQUITY INSTRUMENTS
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
At 1 January | 6,491 | 5,355 | 5,355 | |||||||||
Issued in the year: | ||||||||||||
US dollar notes ($1,500 million nominal) | – | 1,136 | – | |||||||||
US dollar notes ($500 million nominal) | 396 | – | – | |||||||||
Sterling notes (£500 million nominal) | 500 | – | – | |||||||||
Redemption | (1,481 | ) | – | – | ||||||||
At 31 December | 5,906 | 6,491 | 5,355 |
During the year ended 31 December 2019 the Group issued £500 million of sterling and £396 million (US$500 million) of US dollar Additional Tier 1 (AT1) securities; issue costs of £3 million, net of tax, were charged to retained profits.
On 27 June 2019 the Group redeemed, at par, £1,481 million of Additional Tier 1 securities at their first call date.
The AT1 securities are Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities with no fixed maturity or redemption date.
The principal terms of the AT1 securities are described below:
– | The securities rank behind the claims against Lloyds Banking Group plc of (a) unsubordinated creditors, (b) claims which are, or are expressed to be, subordinated to the claims of unsubordinated creditors of Lloyds Banking Group plc but not further or otherwise or (c) whose claims are, or are expressed to be, junior to the claims of other creditors of Lloyds Banking Group, whether subordinated or unsubordinated, other than those whose claims rank, or are expressed to rank, pari passu with, or junior to, the claims of the holders of the AT1 Securities in a winding-up occurring prior to a conversion event being triggered. |
– | The securities bear a fixed rate of interest until the first call date. After the initial call date, in the event that they are not redeemed, the AT1 securities will bear interest at rates fixed periodically in advance for five year periods based on market rates. |
– | Interest on the securities will be due and payable only at the sole discretion of Lloyds Banking Group plc, and Lloyds Banking Group plc may at any time elect to cancel any Interest Payment (or any part thereof) which would otherwise be payable on any Interest Payment Date. There are also certain restrictions on the payment of interest as specified in the terms. |
– | The securities are undated and are repayable, at the option of Lloyds Banking Group plc, in whole at the first call date, or on any fifth anniversary after the first call date. In addition, the AT1 securities are repayable, at the option of Lloyds Banking Group plc, in whole for certain regulatory or tax reasons. Any repayments require the prior consent of the PRA. |
– | The securities convert into ordinary shares of Lloyds Banking Group plc, at a pre-determined price, should the fully loaded Common Equity Tier 1 ratio of the Group fall below 7.0 per cent. |
F-75 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 45: DIVIDENDS ON ORDINARY SHARES
The directors have recommended a final dividend, which is subject to approval by the shareholders at the Annual General Meeting, of 2.25 pence per share (2018: 2.14 pence per share; 2017: 2.05 pence per share) representing a total dividend of £1,586 million (2018: £1,523 million; 2017: £1,475 million), which will be paid on 27 May 2020. The financial statements do not reflect recommended dividends.
Dividends paid during the year were as follows:
2019 | 2018 | 2017 | ||||||||||||||||||||||
pence | pence | pence | 2019 | 2018 | 2017 | |||||||||||||||||||
per share | per share | per share | £m | £m | £m | |||||||||||||||||||
Recommended by directors at previous year end: | ||||||||||||||||||||||||
Final dividend | 2.14 | 2.05 | 1.70 | 1,523 | 1,475 | 1,212 | ||||||||||||||||||
Special dividend | – | – | 0.50 | – | – | 356 | ||||||||||||||||||
Interim dividend paid in the year | 1.12 | 1.07 | 1.00 | 789 | 765 | 720 | ||||||||||||||||||
3.26 | 3.12 | 3.20 | 2,312 | 2,240 | 2,288 |
The cash cost of the dividends paid in the year was £2,312 million (2018: £2,240 million; 2017: £2,284 million), in 2017 this was net of a credit in respect of unclaimed dividends written-back in accordance with the Company’s Articles of Association.
In May 2019 the Group announced that it will move to the payment of quarterly dividends in 2020, with the first quarterly dividend in respect of the first quarter of 2020 payable in June 2020. The new approach will be to adopt three equal interim ordinary dividend payments for the first three quarters of the year followed by, subject to performance, a larger final dividend for the fourth quarter of the year. The first three quarterly payments, payable in June, September and December will be 20 per cent of the previous year’s total ordinary dividend per share. The fourth quarter payment will be announced with the full year results. The final dividend will continue to be paid in May, following approval at the AGM. The Group believes that this approach will provide a more regular flow of dividend income to all shareholders whilst accelerating the receipt of payments.
The trustees of the following holdings of Lloyds Banking Group plc shares in relation to employee share schemes retain the right to receive dividends but have chosen to waive their entitlement to the dividends on those shares as indicated: the Lloyds Banking Group Share Incentive Plan (holding at 31 December 2019: 6,508,529 shares, 31 December 2018: 5,538,164 shares, waived rights to all dividends), the HBOS Share Incentive Plan Trust (holding at 31 December 2019: 445,625 shares, 31 December 2018: 445,625 shares, waived rights to all dividends), the Lloyds Banking Group Employee Share Ownership Trust (holding at 31 December 2019: 11,656,155 shares, 31 December 2018: 5,679,119 shares, on which it waived rights to all dividends) and Lloyds Group Holdings (Jersey) Limited (holding at 31 December 2019: nil, 31 December 2018: 42,846 shares, waived rights to all but a nominal amount of one penny in total).
NOTE 46: SHARE-BASED PAYMENTS
Charge to the income statement
The charge to the income statement is set out below:
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Deferred bonus plan | 261 | 325 | 313 | |||||||||
Executive and SAYE plans: | ||||||||||||
Options granted in the year | 16 | 14 | 17 | |||||||||
Options granted in prior years | 59 | 71 | 81 | |||||||||
75 | 85 | 98 | ||||||||||
Share plans: | ||||||||||||
Shares granted in the year | 17 | 16 | 17 | |||||||||
Shares granted in prior years | 20 | 17 | 9 | |||||||||
37 | 33 | 26 | ||||||||||
Total charge to the income statement | 373 | 443 | 437 |
During the year ended 31 December 2019 the Group operated the following share-based payment schemes, all of which are equity settled.
Group Performance Share plan
The Group operates a Group Performance Share plan that is equity settled. Bonuses in respect of employee performance in 2019 have been recognised in the charge in line with the proportion of the deferral period completed.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 46: SHARE-BASED PAYMENTS continued
Save-As-You-Earn schemes
Eligible employees may enter into contracts through the Save-As-You-Earn (SAYE) schemes to save up to £500 per month and, at the expiry of a fixed term of three years, have the option to use these savings within six months of the expiry of the fixed term to acquire shares in the Group at a discounted price of no less than 80 per cent of the market price at the start of the invitation.
Movements in the number of share options outstanding under the SAYE schemes are set out below:
2019 | 2018 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
average | average | |||||||||||||||
Number of | exercise price | Number of | exercise price | |||||||||||||
options | (pence | ) | options | (pence | ) | |||||||||||
Outstanding at 1 January | 802,994,918 | 49.30 | 860,867,088 | 51.34 | ||||||||||||
Granted | 487,654,212 | 39.87 | 188,866,162 | 47.92 | ||||||||||||
Exercised | (27,303,963 | ) | 51.23 | (135,721,404 | ) | 59.00 | ||||||||||
Forfeited | (15,830,204 | ) | 48.69 | (22,909,999 | ) | 49.85 | ||||||||||
Cancelled | (130,068,149 | ) | 49.03 | (78,073,042 | ) | 50.66 | ||||||||||
Expired | (49,352,741 | ) | 58.74 | (10,033,887 | ) | 55.20 | ||||||||||
Outstanding at 31 December | 1,068,094,073 | 44.55 | 802,994,918 | 49.30 | ||||||||||||
Exercisable at 31 December | 227,139 | 60.70 | 68,378 | 60.02 |
The weighted average share price at the time that the options were exercised during 2019 was £0.59 (2018: £0.67). The weighted average remaining contractual life of options outstanding at the end of the year was 2.22 years (2018: 2.16 years).
The weighted average fair value of SAYE options granted during 2019 was £0.10 (2018: £0.13). The fair values of the SAYE options have been determined using a standard Black-Scholes model.
Other share option plans
LLOYDS BANKING GROUP EXECUTIVE SHARE PLAN 2003
The Plan was adopted in December 2003 and under the Plan share options may be granted to senior employees. Options under this plan have been granted specifically to facilitate recruitment (to compensate new recruits for any lost share awards), and also to make grants to key individuals for retention purposes. In some instances, grants may be made subject to individual performance conditions.
Participants are not entitled to any dividends paid during the vesting period.
2019 | 2018 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
average | average | |||||||||||||||
Number of | exercise price | Number of | exercise price | |||||||||||||
options | (pence | ) | options | (pence | ) | |||||||||||
Outstanding at 1 January | 10,263,028 | Nil | 14,523,989 | Nil | ||||||||||||
Granted | 2,336,171 | Nil | 3,914,599 | Nil | ||||||||||||
Exercised | (4,455,481 | ) | Nil | (6,854,043 | ) | Nil | ||||||||||
Vested | (69,005 | ) | Nil | (148,109 | ) | Nil | ||||||||||
Forfeited | (39,250 | ) | Nil | (662,985 | ) | Nil | ||||||||||
Lapsed | (400,825 | ) | Nil | (510,423 | ) | Nil | ||||||||||
Outstanding at 31 December | 7,634,638 | Nil | 10,263,028 | Nil | ||||||||||||
Exercisable at 31 December | 2,683,267 | Nil | 3,305,442 | Nil |
The weighted average fair value of options granted in the year was £0.59 (2018: £0.55). The fair values of options granted have been determined using a standard Black-Scholes model. The weighted average share price at the time that the options were exercised during 2019 was £0.60 (2018: £0.65). The weighted average remaining contractual life of options outstanding at the end of the year was 3.8 years (2018: 5.2 years).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 46: SHARE-BASED PAYMENTS continued
Other share plans
LLOYDS BANKING GROUP EXECUTIVE SHARE OWNERSHIP PLAN
The plan, introduced in 2006, is aimed at delivering shareholder value by linking the receipt of shares to an improvement in the performance of the Group over a three year period. Awards are made within limits set by the rules of the plan, with the limits determining the maximum number of shares that can be awarded equating to three times annual salary. In exceptional circumstances this may increase to four times annual salary.
At the end of the performance period for the 2016 grant, the targets had not been fully met and therefore these awards vested in 2019 at a rate of 68.7 per cent.
2019 | 2018 | |||||||
Number of | Number of | |||||||
shares | shares | |||||||
Outstanding at 1 January | 417,385,636 | 370,804,915 | ||||||
Granted | 174,490,843 | 160,586,201 | ||||||
Vested | (88,318,950 | ) | (73,270,301 | ) | ||||
Forfeited | (55,029,439 | ) | (48,108,870 | ) | ||||
Dividend award | 11,376,655 | 7,373,691 | ||||||
Outstanding at 31 December | 459,904,745 | 417,385,636 |
Awards in respect of the 2017 grant vested in 2020 at a rate of 49.7 per cent. For the 2017 grant, participants are entitled to any dividends paid during the vesting period. An amount equal in value to any dividends paid between the award date and the date the Remuneration Committee determine that the performance conditions were met, will be paid, based on the number of shares that vest. The Remuneration Committee can determine if any dividends are to be paid in cash or in shares. Details of the performance conditions for the plan are provided in Compensation.
The weighted average fair value of awards granted in the year was £0.45 (2018: £0.48).
CFO BUYOUT
William Chalmers joined the Group on 3 June 2019 and was appointed as Chief Financial Officer on 1 August 2019 on the retirement of George Culmer. He was granted deferred share awards over 4,086,632 shares, to replace unvested awards from his former employer, Morgan Stanley, that were forfeited as a result of him joining the Group.
2019 | ||||
Number of | ||||
shares | ||||
Outstanding at 1 January | – | |||
Granted | 4,086,632 | |||
Exercised | (818,172 | ) | ||
Outstanding at 31 December | 3,268,460 |
The weighted average fair value of awards granted in the year was £0.55.
The fair value calculations at 31 December 2019 for grants made in the year, using Black-Scholes models and Monte Carlo simulation, are based on the following assumptions:
Executive | ||||||||||||||||
Share Plan | ||||||||||||||||
Save-As-You-Earn | 2003 | LTIP | CFO Buyout | |||||||||||||
Weighted average risk-free interest rate | 0.36% | 0.62% | 0.83% | 0.64% | ||||||||||||
Weighted average expected life | 3.2 years | 1.3 years | 3.7 years | 1.4 years | ||||||||||||
Weighted average expected volatility | 20% | 23% | 27% | 19% | ||||||||||||
Weighted average expected dividend yield | 4.0% | 4.0% | 4.0% | 4.0% | ||||||||||||
Weighted average share price | £0.53 | £0.62 | £0.63 | £0.58 | ||||||||||||
Weighted average exercise price | £0.40 | Nil | Nil | Nil |
Expected volatility is a measure of the amount by which the Group’s shares are expected to fluctuate during the life of an option. The expected volatility is estimated based on the historical volatility of the closing daily share price over the most recent period that is commensurate with the expected life of the option. The historical volatility is compared to the implied volatility generated from market traded options in the Group’s shares to assess the reasonableness of the historical volatility and adjustments made where appropriate.
Share Incentive Plan
FREE SHARES
An award of shares may be made annually to employees up to a maximum of £3,600. The shares awarded are held in trust for a mandatory period of three years on the employee’s behalf, during which period the employee is entitled to any dividends paid on such shares. The award is subject to a non-market based condition. If an employee leaves the Group within this three year period for other than a ‘good’ reason, all of the shares awarded will be forfeited.
On 9 May 2019, the Group made an award of £200 (2018: £200) of shares to all eligible employees. The number of shares awarded was 22,422,337 (2018: 21,513,300), with an average fair value of £0.62 (2018: £0.67) based on the market price at the date of award.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 46: SHARE-BASED PAYMENTS continued
MATCHING SHARES
The Group undertakes to match shares purchased by employees up to the value of £45 per month; these matching shares are held in trust for a mandatory period of three years on the employee’s behalf, during which period the employee is entitled to any dividends paid on such shares. The award is subject to a non-market based condition: if an employee leaves within this three year period for other than a ‘good’ reason, all of the matching shares are forfeited. Similarly if the employees sell their purchased shares within three years, their matching shares are forfeited.
The number of shares awarded relating to matching shares in 2019 was 37,346,812 (2018: 34,174,161), with an average fair value of £0.56 (2018: £0.63), based on market prices at the date of award.
Fixed share awards
Fixed share awards were introduced in 2014 in order to ensure that total fixed remuneration is commensurate with role and to provide a competitive reward package for certain Lloyds Banking Group employees, with an appropriate balance of fixed and variable remuneration, in line with regulatory requirements. The fixed share awards are delivered in Lloyds Banking Group shares, released over five years with 20 per cent being released each year following the year of award. The number of shares purchased in 2019 was 8,239,332 (2018: 8,965,562).
The fixed share award is not subject to any performance conditions, performance adjustment or clawback. On an employee leaving the Group, there is no change to the timeline for which shares will become unrestricted.
NOTE 47: RELATED PARTY TRANSACTIONS
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of an entity; the Group’s key management personnel are the members of the Lloyds Banking Group plc Group Executive Committee together with its Non-Executive Directors.
The table below details, on an aggregated basis, key management personnel compensation:
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Compensation | ||||||||||||
Salaries and other short-term benefits | 15 | 14 | 13 | |||||||||
Post-employment benefits | – | – | – | |||||||||
Share-based payments | 15 | 18 | 22 | |||||||||
Total compensation | 30 | 32 | 35 |
Aggregate contributions in respect of key management personnel to defined contribution pension schemes were £nil (2018: £nil; 2017: £0.05 million).
2019 | 2018 | 2017 | ||||||||||
million | million | million | ||||||||||
Share option plans | ||||||||||||
At 1 January | – | 1 | 3 | |||||||||
Granted, including certain adjustments (includes entitlements of appointed key management personnel) | – | – | – | |||||||||
Exercised/lapsed (includes entitlements of former key management personnel) | – | (1 | ) | (2 | ) | |||||||
At 31 December | – | – | 1 |
2019
million |
2018
million |
2017
million |
||||||||||
Share plans | ||||||||||||
At 1 January | 84 | 82 | 65 | |||||||||
Granted, including certain adjustments (includes entitlements of appointed key management personnel) | (46 | ) | 39 | 37 | ||||||||
Exercised/lapsed (includes entitlements of former key management personnel) | (29 | ) | (37 | ) | (20 | ) | ||||||
At 31 December | 101 | 84 | 82 |
The tables below detail, on an aggregated basis, balances outstanding at the year end and related income and expense, together with information relating to other transactions between the Group and its key management personnel:
The loans are on both a secured and unsecured basis and are expected to be settled in cash. The loans attracted interest rates of between 6.45 per cent and 24.20 per cent in 2019 (2018: 6.70 per cent and 24.20 per cent; 2017: 6.45 per cent and 23.95 per cent).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 47: RELATED PARTY TRANSACTIONS continued
No provisions have been recognised in respect of loans given to key management personnel (2018 and 2017: £nil).
2019
£m |
2018
£m |
2017
£m |
||||||||||
Deposits | ||||||||||||
At 1 January | 20 | 20 | 12 | |||||||||
Placed (includes deposits of appointed key management personnel) | 44 | 33 | 41 | |||||||||
Withdrawn (includes deposits of former key management personnel) | (41 | ) | (33 | ) | (33 | ) | ||||||
At 31 December | 23 | 20 | 20 |
Deposits placed by key management personnel attracted interest rates of up to 3.0 per cent (2018: 3.5 per cent; 2017: 4.0 per cent).
At 31 December 2019, the Group did not provide any guarantees in respect of key management personnel (2018 and 2017: none).
At 31 December 2019, transactions, arrangements and agreements entered into by the Group’s banking subsidiaries with directors and connected persons included amounts outstanding in respect of loans and credit card transactions of £0.6 million with four directors and two connected persons (2018: £0.5 million with three directors and three connected persons; 2017: £0.01 million with three directors and two connected persons).
Subsidiaries
In accordance with IFRS 10 Consolidated financial statements, transactions and balances with subsidiaries have been eliminated on consolidation.
Pension funds
The Group provides banking and some investment management services to certain of its pension funds. At 31 December 2019, customer deposits of £169 million (2018: £225 million) and investment and insurance contract liabilities of £127 million (2018: £79 million) related to the Group’s pension funds.
Collective investment vehicles
The Group manages 141 (2018: 131) collective investment vehicles, such as Open Ended Investment Companies (OEICs) and of these 75 (2018: 82) are consolidated. The Group invested £804 million (2018: £620 million) and redeemed £1,771 million (2018: £404 million) in the unconsolidated collective investment vehicles during the year and had investments, at fair value, of £3,417 million (2018: £2,513 million) at 31 December. The Group earned fees of £127 million from the unconsolidated collective investment vehicles during 2019 (2018: £128 million).
Joint ventures and associates
At 31 December 2019 there were loans and advances to customers of £75 million (2018: £57 million) outstanding and balances within customer deposits of £5 million (2018: £2 million) relating to joint ventures and associates.
In addition to the above balances, the Group has a number of other associates held by its venture capital business that it accounts for at fair value through profit or loss. At 31 December 2019, these companies had total assets of approximately £4,761 million (2018: £4,091 million), total liabilities of approximately £5,322 million (2018: £4,616 million) and for the year ended 31 December 2019 had turnover of approximately £4,286 million (2018: £4,522 million) and made a loss of approximately £190 million (2018: net loss of £125 million). In addition, the Group has provided £1,266 million (2018: £1,141 million) of financing to these companies on which it received £86 million (2018: £49 million) of interest income in the year.
As discussed in note 23, in October 2019, the Group established a wealth management joint venture with Schroders. The Group subsequently transferred approximately £12 billion of managed assets at fair value.
NOTE 48: CONTINGENT LIABILITIES, COMMITMENTS AND GUARANTEES
Interchange fees
With respect to multi-lateral interchange fees (MIFs), the Group is not involved in the ongoing litigation (as described below) which involves card schemes such as Visa and Mastercard. However, the Group is a member/licensee of Visa and Mastercard and other card schemes. The litigation in question is as follows:
– | litigation brought by retailers against both Visa and Mastercard continues in the English Courts (and includes appeals heard by the Supreme Court, judgment awaited); and |
– | litigation brought on behalf of UK consumers in the English Courts against Mastercard. |
Any impact on the Group of the litigation against Visa and Mastercard remains uncertain at this time. Insofar as Visa is required to pay damages to retailers for interchange fees set prior to June 2016, contractual arrangements to allocate liability have been agreed between various UK banks (including the Group) and Visa Inc, as part of Visa Inc’s acquisition of Visa Europe in 2016. These arrangements cap the maximum amount of liability to which the Group may be subject, and this cap is set at the cash consideration received by the Group for the sale of its stake in Visa Europe to Visa Inc in 2016.
LIBOR and other trading rates
In July 2014, the Group announced that it had reached settlements totalling £217 million (at 30 June 2014 exchange rates) to resolve with UK and US federal authorities legacy issues regarding the manipulation several years ago of Group companies’ submissions to the British Bankers’ Association (BBA) London Interbank Offered Rate (LIBOR) and Sterling Repo Rate. The Swiss Competition Commission concluded its investigation against Lloyds Bank plc in June 2019. The Group continues to cooperate with various other government and regulatory authorities, including a number of US State Attorneys General, in conjunction with their investigations into submissions made by panel members to the bodies that set LIBOR and various other interbank offered rates.
Certain Group companies, together with other panel banks, have also been named as defendants in private lawsuits, including purported class action suits, in the US in connection with their roles as panel banks contributing to the setting of US Dollar, Japanese Yen and Sterling LIBOR and the Australian BBSW Reference Rate. Certain of the plaintiffs’ claims have been dismissed by the US Federal Court for Southern District of New York (subject to appeals).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 48: CONTINGENT LIABILITIES, COMMITMENTS AND GUARANTEES continued
Certain Group companies are also named as defendants in (i) UK based claims; and (ii) two Dutch class actions, raising LIBOR manipulation allegations. A number of the claims against the Group in relation to the alleged mis-sale of interest rate hedging products also include allegations of LIBOR manipulation.
It is currently not possible to predict the scope and ultimate outcome on the Group of the various outstanding regulatory investigations not encompassed by the settlements, any private lawsuits or any related challenges to the interpretation or validity of any of the Group’s contractual arrangements, including their timing and scale.
UK shareholder litigation
In August 2014, the Group and a number of former directors were named as defendants in a claim by a number of claimants who held shares in Lloyds TSB Group plc (LTSB) prior to the acquisition of HBOS plc, alleging breaches of duties in relation to information provided to shareholders in connection with the acquisition and the recapitalisation of LTSB. Judgment was delivered on 15 November 2019. The Group and former directors successfully defended the claims. The claimants have sought permission to appeal. It is currently not possible to determine the ultimate impact on the Group (if any).
Tax authorities
The Group has an open matter in relation to a claim for group relief of losses incurred in its former Irish banking subsidiary, which ceased trading on 31 December 2010. In 2013 HMRC informed the Group that their interpretation of the UK rules which allow the offset of such losses denies the claim for group relief of losses. If HMRC’s position is found to be correct, management estimate that this would result in an increase in current tax liabilities of approximately £800 million (including interest) and a reduction in the Group’s deferred tax asset of approximately £250 million. The Group does not agree with HMRC’s position and, having taken appropriate advice, does not consider that this is a case where additional tax will ultimately fall due. There are a number of other open matters on which the Group is in discussion with HMRC (including the tax treatment of certain costs arising from the divestment of TSB Banking Group plc), none of which is expected to have a material impact on the financial position of the Group.
Mortgage arrears handling activities – FCA investigation
On 26 May 2016, the Group was informed that an enforcement team at the FCA had commenced an investigation in connection with the Group’s mortgage arrears handling activities. It is not currently possible to make a reliable assessment of any liability resulting from the investigation including any financial penalty.
Other legal actions and regulatory matters
In addition, during the ordinary course of business the Group is subject to other complaints and threatened or actual legal proceedings (including class or group action claims) brought by or on behalf of current or former employees, customers, investors or other third parties, as well as legal and regulatory reviews, challenges, investigations and enforcement actions, both in the UK and overseas. All such material matters are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Group incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made, a provision is established to management’s best estimate of the amount required at the relevant balance sheet date. In some cases it will not be possible to form a view, for example because the facts are unclear or because further time is needed properly to assess the merits of the case, and no provisions are held in relation to such matters. In these circumstances, specific disclosure in relation to a contingent liability will be made where material. However the Group does not currently expect the final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.
Contingent liabilities, commitments and guarantees arising from the banking business
2019
£m |
2018
£m |
|||||||
Contingent liabilities | ||||||||
Acceptances and endorsements | 74 | 194 | ||||||
Other: | ||||||||
Other items serving as direct credit substitutes | 366 | 632 | ||||||
Performance bonds and other transaction-related contingencies | 2,454 | 2,425 | ||||||
2,820 | 3,057 | |||||||
Total contingent liabilities | 2,894 | 3,251 |
The contingent liabilities of the Group arise in the normal course of its banking business and it is not practicable to quantify their future financial effect.
2019
£m |
2018
£m |
|||||||
Commitments and guarantees | ||||||||
Documentary credits and other short-term trade-related transactions | – | 1 | ||||||
Forward asset purchases and forward deposits placed | 189 | 731 | ||||||
Undrawn formal standby facilities, credit lines and other commitments to lend: | ||||||||
Less than 1 year original maturity: | ||||||||
Mortgage offers made | 12,684 | 11,594 | ||||||
Other commitments and guarantees | 85,735 | 85,060 | ||||||
98,419 | 96,654 | |||||||
1 year or over original maturity | 34,945 | 37,712 | ||||||
Total commitments and guarantees | 133,553 | 135,098 |
Of the amounts shown above in respect of undrawn formal standby facilities, credit lines and other commitments to lend, £63,504 million (2018: £64,884 million) was irrevocable.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 48: CONTINGENT LIABILITIES, COMMITMENTS AND GUARANTEES continued
Capital commitments
Excluding commitments in respect of investment property (note 27), capital expenditure contracted but not provided for at 31 December 2019 amounted to £405 million (2018: £378 million). Of this amount, £400 million (2018: £369 million) related to assets to be leased to customers under operating leases. The Group’s management is confident that future net revenues and funding will be sufficient to cover these commitments.
NOTE 49: STRUCTURED ENTITIES
The Group’s interests in structured entities are both consolidated and unconsolidated. Detail of the Group’s interests in consolidated structured entities are set out in: note 31 for securitisations and covered bond vehicles, note 36 for structured entities associated with the Group’s pension schemes, and below in part (A) and (B). Details of the Group’s interests in unconsolidated structured entities are included below in part (C).
(A) Asset-backed conduits
In addition to the structured entities discussed in note 31, which are used for securitisation and covered bond programmes, the Group sponsors an active asset-backed conduit, Cancara, which invests in client receivables and debt securities. The total consolidated exposure of Cancara at 31 December 2019 was £3,735 million (2018: £5,122 million), comprising £3,670 million of loans and advances (2018: £5,012 million) and £65 million of debt securities (2018: £110 million).
All lending assets and debt securities held by the Group in Cancara are restricted in use, as they are held by the collateral agent for the benefit of the commercial paper investors and the liquidity providers only. The Group provides liquidity facilities to Cancara under terms that are usual and customary for standard lending activities in the normal course of the Group’s banking activities. During 2019 there have continued to be planned drawdowns on certain liquidity facilities for balance sheet management purposes, supporting the programme to provide funding alongside the proceeds of the asset-backed commercial paper issuance. The Group could be asked to provide support under the contractual terms of these arrangements including, for example, if Cancara experienced a shortfall in external funding, which may occur in the event of market disruption.
The external assets in Cancara are consolidated in the Group’s financial statements.
(B) Consolidated collective investment vehicles and limited partnerships
The assets of the Insurance business held in consolidated collective investment vehicles, such as Open-Ended Investment Companies and limited partnerships, are not directly available for use by the Group. However, the Group’s investment in the majority of these collective investment vehicles is readily realisable. As at 31 December 2019, the total carrying value of these consolidated collective investment vehicle assets and liabilities held by the Group was £68,724 million (2018: £62,648 million).
The Group has no contractual arrangements (such as liquidity facilities) that would require it to provide financial or other support to the consolidated collective investment vehicles; the Group has not previously provided such support and has no current intentions to provide such support.
(C) Unconsolidated collective investment vehicles and limited partnerships
The Group’s direct interests in unconsolidated structured entities comprise investments in collective investment vehicles, such as Open-Ended Investment Companies, and limited partnerships with a total carrying value of £38,177 million at 31 December 2019 (2018: £26,028 million), included within financial assets designated at fair value through profit and loss (see note 16). These investments include both those entities managed by third parties and those managed by the Group. At 31 December 2019, the total asset value of these unconsolidated structured entities, including the portion in which the Group has no interest, was £2,363 billion (2018: £2,435 billion).
Given the nature of these investments, the Group’s maximum exposure to loss is equal to the carrying value of the investment. However, the Group’s investments in these entities are primarily held to match policyholder liabilities in the Insurance division and the majority of the risk from a change in the value of the Group’s investment is matched by a change in policyholder liabilities. The collective investment vehicles are primarily financed by investments from investors in the vehicles.
During the year the Group has not provided any non-contractual financial or other support to these entities and has no current intention of providing any financial or other support. There were no transfers from/to these unconsolidated collective investment vehicles and limited partnerships.
The Group considers itself the sponsor of a structured entity where it is primarily involved in the design and establishment of the structured entity; and further where the Group transfers assets to the structured entity; market products associated with the structured entity in its own name and/or provide guarantees regarding the structured entity’s performance.
The Group sponsors a range of diverse investment funds and limited partnerships where it acts as the fund manager or equivalent decision maker and markets the funds under one of the Group’s brands.
The Group earns fees from managing the investments of these funds. The investment management fees that the Group earned from these entities, including those in which the Group held no ownership interest at 31 December 2019, are reported in note 6.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS
(1) Measurement basis of financial assets and liabilities
The accounting policies in note 2 describe how different classes of financial instruments are measured, and how income and expenses, including fair value gains and losses, are recognised. The following table analyses the carrying amounts of the financial assets and liabilities by category and by balance sheet heading.
Mandatorily held at fair value
through profit or loss |
||||||||||||||||||||||||||||||||
Derivatives
designated as hedging instruments £m |
Held for
trading £m |
Other
£m |
Designated at
fair value through profit or loss £m |
At fair value
through other comprehensive income £m |
Held at
amortised cost £m |
Insurance
contracts £m |
Total
£m |
|||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||
Financial assets | ||||||||||||||||||||||||||||||||
Cash and balances at central banks | – | – | – | – | – | 55,130 | – | 55,130 | ||||||||||||||||||||||||
Items in the course of collection from banks | – | – | – | – | – | 313 | – | 313 | ||||||||||||||||||||||||
Financial assets at fair value through profit or loss | – | 17,982 | 142,207 | – | – | – | – | 160,189 | ||||||||||||||||||||||||
Derivative financial instruments | 1,236 | 25,133 | – | – | – | – | – | 26,369 | ||||||||||||||||||||||||
Loans and advances to banks | – | – | – | – | – | 9,775 | – | 9,775 | ||||||||||||||||||||||||
Loans and advances to customers | – | – | – | – | – | 494,988 | – | 494,988 | ||||||||||||||||||||||||
Debt securities | – | – | – | – | – | 5,544 | – | 5,544 | ||||||||||||||||||||||||
Financial assets at amortised cost | – | – | – | – | – | 510,307 | – | 510,307 | ||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income | – | – | – | – | 25,092 | – | – | 25,092 | ||||||||||||||||||||||||
Assets arising from reinsurance contracts held | – | – | – | – | – | – | 23,567 | 23,567 | ||||||||||||||||||||||||
Total financial assets | 1,236 | 43,115 | 142,207 | – | 25,092 | 565,750 | 23,567 | 800,967 | ||||||||||||||||||||||||
Financial liabilities | ||||||||||||||||||||||||||||||||
Deposits from banks | – | – | – | – | – | 28,179 | – | 28,179 | ||||||||||||||||||||||||
Customer deposits | – | – | – | – | – | 421,320 | – | 421,320 | ||||||||||||||||||||||||
Items in course of transmission to banks | – | – | – | – | – | 373 | – | 373 | ||||||||||||||||||||||||
Financial liabilities at fair value through profit or loss | – | 13,955 | – | 7,531 | – | – | – | 21,486 | ||||||||||||||||||||||||
Derivative financial instruments | 1,105 | 24,674 | – | – | – | – | – | 25,779 | ||||||||||||||||||||||||
Notes in circulation | – | – | – | – | – | 1,079 | – | 1,079 | ||||||||||||||||||||||||
Debt securities in issue | – | – | – | – | – | 97,689 | – | 97,689 | ||||||||||||||||||||||||
Liabilities arising from insurance contracts and participating investment contracts | – | – | – | – | – | – | 111,449 | 111,449 | ||||||||||||||||||||||||
Liabilities arising from non-participating investment contracts | – | – | – | – | – | – | 37,459 | 37,459 | ||||||||||||||||||||||||
Other | – | – | – | – | – | 1,844 | 400 | 2,244 | ||||||||||||||||||||||||
Subordinated liabilities | – | – | – | – | – | 17,130 | – | 17,130 | ||||||||||||||||||||||||
Total financial liabilities | 1,105 | 38,629 | – | 7,531 | – | 567,614 | 149,308 | 764,187 |
F-83 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
Mandatorily held at fair value
through profit or loss |
||||||||||||||||||||||||||||||||
Derivatives
designated as hedging instruments £m |
Held for
trading £m |
Other
£m |
Designated at
fair value through profit or loss £m |
At fair value
through other comprehensive income £m |
Held at
amortised cost £m |
Insurance
contracts £m |
Total
£m |
|||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||
Financial assets | ||||||||||||||||||||||||||||||||
Cash and balances at central banks | – | – | – | – | – | 54,663 | – | 54,663 | ||||||||||||||||||||||||
Items in the course of collection from banks | – | – | – | – | – | 647 | – | 647 | ||||||||||||||||||||||||
Financial assets at fair value through profit or loss | – | 35,246 | 123,283 | – | – | – | – | 158,529 | ||||||||||||||||||||||||
Derivative financial instruments | 1,563 | 22,032 | – | – | – | – | – | 23,595 | ||||||||||||||||||||||||
Loans and advances to banks | – | – | – | – | – | 6,283 | – | 6,283 | ||||||||||||||||||||||||
Loans and advances to customers | – | – | – | – | – | 484,858 | – | 484,858 | ||||||||||||||||||||||||
Debt securities | – | – | – | – | – | 5,238 | – | 5,238 | ||||||||||||||||||||||||
Financial assets at amortised cost | – | – | – | – | – | 496,379 | – | 496,379 | ||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income | – | – | – | – | 24,815 | – | – | 24,815 | ||||||||||||||||||||||||
Assets arising from reinsurance contracts held | – | – | – | – | – | – | 7,860 | 7,860 | ||||||||||||||||||||||||
Total financial assets | 1,563 | 57,278 | 123,283 | – | 24,815 | 551,689 | 7,860 | 766,488 | ||||||||||||||||||||||||
Financial liabilities | ||||||||||||||||||||||||||||||||
Deposits from banks | – | – | – | – | – | 30,320 | – | 30,320 | ||||||||||||||||||||||||
Customer deposits | – | – | – | – | – | 418,066 | – | 418,066 | ||||||||||||||||||||||||
Items in course of transmission to banks | – | – | – | – | – | 636 | – | 636 | ||||||||||||||||||||||||
Financial liabilities at fair value through profit or loss | – | 23,451 | – | 7,096 | – | – | – | 30,547 | ||||||||||||||||||||||||
Derivative financial instruments | 1,108 | 20,265 | – | – | – | – | – | 21,373 | ||||||||||||||||||||||||
Notes in circulation | – | – | – | – | – | 1,104 | – | 1,104 | ||||||||||||||||||||||||
Debt securities in issue | – | – | – | – | – | 91,168 | – | 91,168 | ||||||||||||||||||||||||
Liabilities arising from insurance contracts and participating investment contracts | – | – | – | – | – | – | 98,874 | 98,874 | ||||||||||||||||||||||||
Liabilities arising from non-participating investment contracts | – | – | – | – | – | – | 13,853 | 13,853 | ||||||||||||||||||||||||
Other | – | – | – | – | – | 46 | 382 | 428 | ||||||||||||||||||||||||
Subordinated liabilities | – | – | – | – | – | 17,656 | – | 17,656 | ||||||||||||||||||||||||
Total financial liabilities | 1,108 | 43,716 | – | 7,096 | – | 558,996 | 113,109 | 724,025 |
F-84 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
(2) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is a measure as at a specific date and may be significantly different from the amount which will actually be paid or received on maturity or settlement date.
Wherever possible, fair values have been calculated using unadjusted quoted market prices in active markets for identical instruments held by the Group. Where quoted market prices are not available, or are unreliable because of poor liquidity, fair values have been determined using valuation techniques which, to the extent possible, use market observable inputs, but in some cases use non-market observable inputs. Valuation techniques used include discounted cash flow analysis and pricing models and, where appropriate, comparison to instruments with characteristics similar to those of the instruments held by the Group. The Group measures valuation adjustments for its derivative exposures on the same basis as the derivatives are managed.
The carrying amount of the following financial instruments is a reasonable approximation of fair value: cash and balances at central banks, items in the course of collection from banks, assets arising from reinsurance contracts held, items in course of transmission to banks, notes in circulation and liabilities arising from non-participating investment contracts.
Because a variety of estimation techniques are employed and significant estimates made, comparisons of fair values between financial institutions may not be meaningful. Readers of these financial statements are thus advised to use caution when using this data to evaluate the Group’s financial position.
Fair value information is not provided for items that are not financial instruments or for other assets and liabilities which are not carried at fair value in the Group’s consolidated balance sheet. These items include intangible assets, such as the value of the Group’s branch network, the long-term relationships with depositors and credit card relationships; premises and equipment; and shareholders’ equity. These items are material and accordingly the Group believes that the fair value information presented does not represent the underlying value of the Group.
VALUATION CONTROL FRAMEWORK
The key elements of the control framework for the valuation of financial instruments include model validation, product implementation review and independent price verification. These functions are carried out by appropriately skilled risk and finance teams, independent of the business area responsible for the products.
Model validation covers both qualitative and quantitative elements relating to new models. In respect of new products, a product implementation review is conducted pre- and post-trading. Pre-trade testing ensures that the new model is integrated into the Group’s systems and that the profit and loss and risk reporting are consistent throughout the trade life cycle. Post-trade testing examines the explanatory power of the implemented model, actively monitoring model parameters and comparing in-house pricing to external sources. Independent price verification procedures cover financial instruments carried at fair value. The frequency of the review is matched to the availability of independent data, monthly being the minimum. Valuation differences in breach of established thresholds are escalated to senior management. The results from independent pricing and valuation reserves are reviewed monthly by senior management.
Formal committees, consisting of senior risk, finance and business management, meet at least quarterly to discuss and approve valuations in more judgemental areas, in particular for unquoted equities, structured credit, over-the-counter options and the Credit Valuation Adjustment (CVA) reserve.
VALUATION OF FINANCIAL ASSETS AND LIABILITIES
Assets and liabilities carried at fair value or for which fair values are disclosed have been classified into three levels according to the quality and reliability of information used to determine the fair values.
LEVEL 1
Level 1 fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities. Products classified as level 1 predominantly comprise equity shares, treasury bills and other government securities.
LEVEL 2
Level 2 valuations are those where quoted market prices are not available, for example where the instrument is traded in a market that is not considered to be active or valuation techniques are used to determine fair value and where these techniques use inputs that are based significantly on observable market data. Examples of such financial instruments include most over-the-counter derivatives, financial institution issued securities, certificates of deposit and certain asset-backed securities.
LEVEL 3
Level 3 portfolios are those where at least one input which could have a significant effect on the instrument’s valuation is not based on observable market data. Such instruments would include the Group’s venture capital and unlisted equity investments which are valued using various valuation techniques that require significant management judgement in determining appropriate assumptions, including earnings multiples and estimated future cash flows. Certain of the Group’s asset-backed securities and derivatives, principally where there is no trading activity in such securities, are also classified as level 3.
Transfers out of the level 3 portfolio arise when inputs that could have a significant impact on the instrument’s valuation become market observable after previously having been non-market observable. In the case of asset-backed securities this can arise if more than one consistent independent source of data becomes available. Conversely transfers into the portfolio arise when consistent sources of data cease to be available.
F-85 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
(3) Financial assets and liabilities carried at fair value
(A) FINANCIAL ASSETS, EXCLUDING DERIVATIVES
VALUATION HIERARCHY
At 31 December 2019, the Group’s financial assets carried at fair value, excluding derivatives, totalled £185,281 million (31 December 2018: £183,344 million). The table below analyses these financial assets by balance sheet classification, asset type and valuation methodology (level 1, 2 or 3, as described on page F-85). The fair value measurement approach is recurring in nature. There were no significant transfers between level 1 and 2 during the year.
Valuation hierarchy
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
£m | £m | £m | £m | |||||||||||||
At 31 December 2019 | ||||||||||||||||
Financial assets at fair value through profit or loss | ||||||||||||||||
Loans and advances to customers | – | 10,164 | 10,912 | 21,076 | ||||||||||||
Loans and advances to banks | 18 | 2,381 | – | 2,399 | ||||||||||||
Debt securities: | ||||||||||||||||
Government securities | 18,618 | 236 | – | 18,854 | ||||||||||||
Other public sector securities | – | 2,071 | 55 | 2,126 | ||||||||||||
Bank and building society certificates of deposit | 52 | 932 | – | 984 | ||||||||||||
Asset-backed securities: | ||||||||||||||||
Mortgage-backed securities | – | 468 | – | 468 | ||||||||||||
Other asset-backed securities | – | 158 | 100 | 258 | ||||||||||||
Corporate and other debt securities | – | 16,381 | 1,835 | 18,216 | ||||||||||||
18,670 | 20,246 | 1,990 | 40,906 | |||||||||||||
Treasury and other bills | 19 | – | – | 19 | ||||||||||||
Equity shares | 93,766 | 17 | 2,006 | 95,789 | ||||||||||||
Total financial assets at fair value through profit or loss | 112,473 | 32,808 | 14,908 | 160,189 | ||||||||||||
Financial assets at fair value through other comprehensive income | ||||||||||||||||
Debt securities: | ||||||||||||||||
Government securities | 12,860 | 238 | – | 13,098 | ||||||||||||
Bank and building society certificates of deposit | – | – | – | – | ||||||||||||
Asset-backed securities: | ||||||||||||||||
Mortgage-backed securities | – | – | 121 | 121 | ||||||||||||
Other asset-backed securities | – | – | 60 | 60 | ||||||||||||
Corporate and other debt securities | 16 | 11,035 | – | 11,051 | ||||||||||||
12,876 | 11,273 | 181 | 24,330 | |||||||||||||
Treasury and other bills | 535 | – | – | 535 | ||||||||||||
Equity shares | – | – | 227 | 227 | ||||||||||||
Total financial assets at fair value through other comprehensive income | 13,411 | 11,273 | 408 | 25,092 | ||||||||||||
Total financial assets carried at fair value, excluding derivatives | 125,884 | 44,081 | 15,316 | 185,281 |
F-86 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
£m | £m | £m | £m | |||||||||||||
At 31 December 2018 | ||||||||||||||||
Financial assets at fair value through profit or loss | ||||||||||||||||
Loans and advances to customers | – | 27,285 | 10,565 | 37,850 | ||||||||||||
Loans and advances to banks | – | 3,026 | – | 3,026 | ||||||||||||
Debt securities: | ||||||||||||||||
Government securities | 17,926 | 169 | – | 18,095 | ||||||||||||
Other public sector securities | – | 2,064 | – | 2,064 | ||||||||||||
Bank and building society certificates of deposit | 84 | 1,021 | – | 1,105 | ||||||||||||
Asset-backed securities: | ||||||||||||||||
Mortgage-backed securities | – | 219 | 6 | 225 | ||||||||||||
Other asset-backed securities | – | 231 | 118 | 349 | ||||||||||||
Corporate and other debt securities | – | 16,840 | 1,470 | 18,310 | ||||||||||||
18,010 | 20,544 | 1,594 | 40,148 | |||||||||||||
Treasury and other bills | 20 | – | – | 20 | ||||||||||||
Equity shares | 75,701 | 26 | 1,758 | 77,485 | ||||||||||||
Total financial assets at fair value through profit or loss | 93,731 | 50,881 | 13,917 | 158,529 | ||||||||||||
Financial assets at fair value through other comprehensive income | ||||||||||||||||
Debt securities: | ||||||||||||||||
Government securities | 18,847 | 124 | – | 18,971 | ||||||||||||
Bank and building society certificates of deposit | – | 118 | – | 118 | ||||||||||||
Asset-backed securities: | ||||||||||||||||
Mortgage-backed securities | – | – | 120 | 120 | ||||||||||||
Other asset-backed securities | – | 5 | 126 | 131 | ||||||||||||
Corporate and other debt securities | 32 | 5,119 | – | 5,151 | ||||||||||||
18,879 | 5,366 | 246 | 24,491 | |||||||||||||
Treasury and other bills | 303 | – | – | 303 | ||||||||||||
Equity shares | – | – | 21 | 21 | ||||||||||||
Total financial assets at fair value through other comprehensive income | 19,182 | 5,366 | 267 | 24,815 | ||||||||||||
Total financial assets carried at fair value, excluding derivatives | 112,913 | 56,247 | 14,184 | 183,344 |
MOVEMENTS IN LEVEL 3 PORTFOLIO
The table below analyses movements in level 3 financial assets, excluding derivatives, carried at fair value (recurring measurement).
2019 | 2018 | |||||||||||||||||||||||
Financial
assets
at fair value through profit or loss |
Financial
assets
at fair value through other comprehensive income |
Total
level 3
assets carried at fair value, excluding derivatives (recurring basis |
) |
Financial
assets
at fair value through profit or loss |
Financial
assets
at fair value through other comprehensive income |
Total level
3
assets carried at fair value, excluding derivatives (recurring basis |
) | |||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
At 1 January | 13,917 | 267 | 14,184 | 14,152 | 302 | 14,454 | ||||||||||||||||||
Exchange and other adjustments | (85 | ) | (10 | ) | (95 | ) | 87 | (2 | ) | 85 | ||||||||||||||
Gains recognised in the income statement within other income | 794 | – | 794 | 439 | – | 439 | ||||||||||||||||||
(Losses) gains recognised in other comprehensive income within the revaluation reserve in respect of financial assets at fair value through other comprehensive income | – | 12 | 12 | – | (4 | ) | (4 | ) | ||||||||||||||||
Purchases/increases to customer loans | 2,579 | 207 | 2,786 | 2,480 | 2 | 2,482 | ||||||||||||||||||
Sales | (2,807 | ) | (87 | ) | (2,894 | ) | (3,593 | ) | (95 | ) | (3,688 | ) | ||||||||||||
Transfers into the level 3 portfolio | 644 | 19 | 663 | 815 | 348 | 1,163 | ||||||||||||||||||
Transfers out of the level 3 portfolio | (134 | ) | – | (134 | ) | (463 | ) | (284 | ) | (747 | ) | |||||||||||||
At 31 December | 14,908 | 408 | 15,316 | 13,917 | 267 | 14,184 | ||||||||||||||||||
Gains (losses) recognised in the income statement, within other income, relating to the change in fair value of those assets held at 31 December | 269 | – | 269 | (104 | ) | – | (104 | ) |
F-87 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
VALUATION METHODOLOGY FOR FINANCIAL ASSETS, EXCLUDING DERIVATIVES
Loans and advances to customers and banks
The fair value of these assets is determined using discounted cash flow techniques. The discount rates are derived from market observable interest rates, a risk margin that reflects loan credit ratings and an incremental illiquidity premium based on historical spreads at origination on similar loans.
Debt securities
Debt securities measured at fair value and classified as level 2 are valued by discounting expected cash flows using an observable credit spread applicable to the particular instrument.
Where there is limited trading activity in debt securities, the Group uses valuation models, consensus pricing information from third party pricing services and broker or lead manager quotes to determine an appropriate valuation. Debt securities are classified as level 3 if there is a significant valuation input that cannot be corroborated through market sources or where there are materially inconsistent values for an input. Asset classes classified as level 3 mainly comprise certain collateralised loan obligations and collateralised debt obligations.
Equity investments
Unlisted equity and fund investments are valued using different techniques in accordance with the Group’s valuation policy and International Private Equity and Venture Capital Guidelines.
Depending on the business sector and the circumstances of the investment, unlisted equity valuations are based on earnings multiples, net asset values or discounted cash flows.
– | A number of earnings multiples are used in valuing the portfolio including price earnings, earnings before interest and tax and earnings before interest, tax, depreciation and amortisation. The particular multiple selected being appropriate for the type of business being valued and is derived by reference to the current market-based multiple. Consideration is given to the risk attributes, growth prospects and financial gearing of comparable businesses when selecting an appropriate multiple. |
– | Discounted cash flow valuations use estimated future cash flows, usually based on management forecasts, with the application of appropriate exit yields or terminal multiples and discounted using rates appropriate to the specific investment, business sector or recent economic rates of return. Recent transactions involving the sale of similar businesses may sometimes be used as a frame of reference in deriving an appropriate multiple. |
– | For fund investments the most recent capital account value calculated by the fund manager is used as the basis for the valuation and adjusted, if necessary, to align valuation techniques with the Group’s valuation policy. |
Unlisted equity investments and investments in property partnerships held in the life assurance funds are valued using third party valuations. Management take account of any pertinent information, such as recent transactions and information received on particular investments, to adjust the third party valuations where necessary.
(B) FINANCIAL LIABILITIES, EXCLUDING DERIVATIVES
VALUATION HIERARCHY
At 31 December 2019, the Group’s financial liabilities carried at fair value, excluding derivatives, comprised its financial liabilities at fair value through profit or loss and totalled £21,486 million (31 December 2018: £30,547 million). The table below analyses these financial liabilities by balance sheet classification and valuation methodology (level 1, 2 or 3, as described on page F-85). The fair value measurement approach is recurring in nature. There were no significant transfers between level 1 and 2 during the year.
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
£m | £m | £m | £m | |||||||||||||
At 31 December 2019 | ||||||||||||||||
Financial liabilities at fair value through profit or loss | ||||||||||||||||
Liabilities designated at fair value through profit or loss | – | 7,483 | 48 | 7,531 | ||||||||||||
Trading liabilities: | ||||||||||||||||
Liabilities in respect of securities sold under repurchase agreements | – | 11,048 | – | 11,048 | ||||||||||||
Other deposits | – | 98 | – | 98 | ||||||||||||
Short positions in securities | 2,781 | 28 | – | 2,809 | ||||||||||||
2,781 | 11,174 | – | 13,955 | |||||||||||||
Total financial liabilities carried at fair value, excluding derivatives | 2,781 | 18,657 | 48 | 21,486 | ||||||||||||
At 31 December 2018 | ||||||||||||||||
Financial liabilities at fair value through profit or loss | ||||||||||||||||
Liabilities designated at fair value through profit or loss | – | 7,085 | 11 | 7,096 | ||||||||||||
Trading liabilities: | ||||||||||||||||
Liabilities in respect of securities sold under repurchase agreements | – | 21,595 | – | 21,595 | ||||||||||||
Other deposits | – | 242 | – | 242 | ||||||||||||
Short positions in securities | 1,464 | 150 | – | 1,614 | ||||||||||||
1,464 | 21,987 | – | 23,451 | |||||||||||||
Total financial liabilities carried at fair value, excluding derivatives | 1,464 | 29,072 | 11 | 30,547 |
F-88 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
The table below analyses movements in the level 3 financial liabilities portfolio, excluding derivatives.
2019 | 2018 | |||||||
£m | £m | |||||||
At 1 January | 11 | – | ||||||
Losses (gains) recognised in the income statement within other income | – | – | ||||||
Redemptions | (5 | ) | – | |||||
Transfers into the level 3 portfolio | 52 | 11 | ||||||
Transfers out of the level 3 portfolio | (10 | ) | – | |||||
At 31 December | 48 | 11 | ||||||
Gains recognised in the income statement, within other income, relating to the change in fair value of those liabilities held at 31 December | – | – |
VALUATION METHODOLOGY FOR FINANCIAL LIABILITIES, EXCLUDING DERIVATIVES
Liabilities held at fair value through profit or loss
These principally comprise debt securities in issue which are classified as level 2 and their fair value is determined using techniques whose inputs are based on observable market data. The carrying amount of the securities is adjusted to reflect the effect of changes in own credit spreads and the resulting gain or loss is recognised in other comprehensive income.
At 31 December 2019, the own credit adjustment arising from the fair valuation of £7,531 million (2018: £7,085 million) of the Group’s debt securities in issue designated at fair value through profit or loss resulted in a loss of £419 million (2018: gain of £533 million), before tax, recognised in other comprehensive income.
Trading liabilities in respect of securities sold under repurchase agreements
The fair value of these liabilities is determined using discounted cash flow techniques. The discount rates are derived from observable repo curves specific to the type of security sold under the repurchase agreement.
(C) DERIVATIVES
All of the Group’s derivative assets and liabilities are carried at fair value. At 31 December 2019, such assets totalled £26,369 million (31 December 2018: £23,595 million) and liabilities totalled £25,779 million (31 December 2018: £21,373 million). The table below analyses these derivative balances by valuation methodology (level 1, 2 or 3, as described on page F-85). The fair value measurement approach is recurring in nature. There were no significant transfers between level 1 and level 2 during the year.
2019 | 2018 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
£m | £m | £m | £m | £m | £m | £m | £m | |||||||||||||||||||||||||
Derivative assets | 50 | 25,456 | 863 | 26,369 | 93 | 22,575 | 927 | 23,595 | ||||||||||||||||||||||||
Derivative liabilities | (54 | ) | (24,358 | ) | (1,367 | ) | (25,779 | ) | (132 | ) | (20,525 | ) | (716 | ) | (21,373 | ) |
Where the Group’s derivative assets and liabilities are not traded on an exchange, they are valued using valuation techniques, including discounted cash flow and options pricing models, as appropriate. The types of derivatives classified as level 2 and the valuation techniques used include:
– | Interest rate swaps which are valued using discounted cash flow models; the most significant inputs into those models are interest rate yield curves which are developed from publicly quoted rates. |
– | Foreign exchange derivatives that do not contain options which are priced using rates available from publicly quoted sources. |
– | Credit derivatives which are valued using standard models with observable inputs, except for the items classified as level 3, which are valued using publicly available yield and credit default swap (CDS) curves. |
– | Less complex interest rate and foreign exchange option products which are valued using volatility surfaces developed from publicly available interest rate cap, interest rate swaption and other option volatilities; option volatility skew information is derived from a market standard consensus pricing service. For more complex option products, the Group calibrates its models using observable at-the-money data; where necessary, the Group adjusts for out-of-the-money positions using a market standard consensus pricing service. |
Complex interest rate and foreign exchange products where there is significant dispersion of consensus pricing or where implied funding costs are material and unobservable are classified as level 3.
Where credit protection, usually in the form of credit default swaps, has been purchased or written on asset-backed securities, the security is referred to as a negative basis asset-backed security and the resulting derivative assets or liabilities have been classified as either level 2 or level 3 according to the classification of the underlying asset-backed security.
Certain unobservable inputs used to calculate CVA, FVA, and own credit adjustments, are not significant in determining the classification of the derivative and debt instruments. Consequently, these inputs do not form part of the Level 3 sensitivities presented.
F-89 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
The table below analyses movements in level 3 derivative assets and liabilities carried at fair value.
2019 | 2018 | |||||||||||||||
Derivative
assets |
Derivative
liabilities |
Derivative
assets |
Derivative
liabilities |
|||||||||||||
£m | £m | £m | £m | |||||||||||||
At 1 January | 927 | (716 | ) | 1,056 | (804 | ) | ||||||||||
Exchange and other adjustments | (27 | ) | 4 | 7 | (5 | ) | ||||||||||
Losses (gains) recognised in the income statement within other income | 81 | (75 | ) | (84 | ) | 49 | ||||||||||
Purchases (additions) | 4 | (4 | ) | – | (68 | ) | ||||||||||
(Sales) redemptions | (19 | ) | 47 | (52 | ) | 112 | ||||||||||
Transfers into the level 3 portfolio | 415 | (959 | ) | – | – | |||||||||||
Transfers out of the level 3 portfolio | (518 | ) | 336 | – | – | |||||||||||
At 31 December | 863 | (1,367 | ) | 927 | (716 | ) | ||||||||||
Gains (losses) recognised in the income statement, within other income, relating to the change in fair value of those assets or liabilities held at 31 December | (14 | ) | 18 | (424 | ) | 82 |
DERIVATIVE VALUATION ADJUSTMENTS
Derivative financial instruments which are carried in the balance sheet at fair value are adjusted where appropriate to reflect credit risk, market liquidity and other risks.
(i) | Uncollateralised derivative valuation adjustments, excluding monoline counterparties |
The following table summarises the movement on this valuation adjustment account during 2018 and 2019:
2019 | 2018 | |||||||
£m | £m | |||||||
At 1 January | 562 | 521 | ||||||
Income statement charge (credit) | (134 | ) | 47 | |||||
Transfers | (5 | ) | (6 | ) | ||||
At 31 December | 423 | 562 | ||||||
Represented by: | ||||||||
2019 | 2018 | |||||||
£m | £m | |||||||
Credit Valuation Adjustment | 278 | 409 | ||||||
Debit Valuation Adjustment | (27 | ) | (79 | ) | ||||
Funding Valuation Adjustment | 172 | 232 | ||||||
423 | 562 |
Credit and Debit Valuation Adjustments (CVA and DVA) are applied to the Group’s over-the-counter derivative exposures with counterparties that are not subject to standard interbank collateral arrangements. These exposures largely relate to the provision of risk management solutions for corporate customers within the Commercial Banking division.
A CVA is taken where the Group has a positive future uncollateralised exposure (asset). A DVA is taken where the Group has a negative future uncollateralised exposure (liability). These adjustments reflect interest rates and expectations of counterparty creditworthiness and the Group’s own credit spread respectively.
The CVA is sensitive to:
– | the current size of the mark-to-market position on the uncollateralised asset; |
– | expectations of future market volatility of the underlying asset; and |
– | expectations of counterparty creditworthiness. |
In circumstances where exposures to a counterparty become impaired, any associated derivative valuation adjustment is transferred and assessed for specific loss alongside other non-derivative assets and liabilities that the counterparty may have with the Group.
Market Credit Default Swap (CDS) spreads are used to develop the probability of default for quoted counterparties. For unquoted counterparties, internal credit ratings and market sector CDS curves and recovery rates are used. The Loss Given Default (LGD) is based on market recovery rates and internal credit assessments.
The combination of a one notch deterioration in the credit rating of derivative counterparties and a ten per cent increase in LGD increases the CVA by £60 million. Current market value is used to estimate the projected exposure for products not supported by the model, which are principally complex interest rate options that are traded in very low volumes. For these, the CVA is calculated on an add-on basis (although no such adjustment was required at 31 December 2019).
The DVA is sensitive to:
– | the current size of the mark-to-market position on the uncollateralised liability; |
– | expectations of future market volatility of the underlying liability; and |
– | the Group’s own CDS spread. |
F-90 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
A one per cent rise in the CDS spread would lead to an increase in the DVA of £99 million.
The risk exposures that are used for the CVA and DVA calculations are strongly influenced by interest rates. Due to the nature of the Group’s business the CVA/DVA exposures tend to be on average the same way around such that the valuation adjustments fall when interest rates rise. A one per cent rise in interest rates would lead to a £63 million fall in the overall valuation adjustment to £188 million. The CVA model used by the Group does not assume any correlation between the level of interest rates and default rates.
The Group has also recognised a Funding Valuation Adjustment to adjust for the net cost of funding uncollateralised derivative positions. This adjustment is calculated on the expected future exposure discounted at a suitable cost of funds. A ten basis points increase in the cost of funds will increase the funding valuation adjustment by approximately £21 million.
(ii) Market liquidity
The Group includes mid to bid-offer valuation adjustments against the expected cost of closing out the net market risk in the Group’s trading positions within a timeframe that is consistent with historical trading activity and spreads that the trading desks have accessed historically during the ordinary course of business in normal market conditions.
At 31 December 2019, the Group’s derivative trading business held mid to bid-offer valuation adjustments of £80 million (2018: £80 million).
(D) SENSITIVITY OF LEVEL 3 VALUATIONS
1 | Ranges are shown where appropriate and represent the highest and lowest inputs used in the level 3 valuations. |
2 | Where the exposure to an unobservable input is managed on a net basis, only the net impact is shown in the table. |
3 | Underlying asset/net asset values represent fair value. |
F-91 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
UNOBSERVABLE INPUTS
Significant unobservable inputs affecting the valuation of debt securities, unlisted equity investments and derivatives are as follows:
– | Interest rates and inflation rates are referenced in some derivatives where the payoff that the holder of the derivative receives depends on the behaviour of those underlying references through time. |
– | Credit spreads represent the premium above the benchmark reference instrument required to compensate for lower credit quality; higher spreads lead to a lower fair value. |
– | Volatility parameters represent key attributes of option behaviour; higher volatilities typically denote a wider range of possible outcomes. |
– | Earnings multiples are used to value certain unlisted equity investments; a higher earnings multiple will result in a higher fair value. |
REASONABLY POSSIBLE ALTERNATIVE ASSUMPTIONS
Valuation techniques applied to many of the Group’s level 3 instruments often involve the use of two or more inputs whose relationship is interdependent. The calculation of the effect of reasonably possible alternative assumptions included in the table above reflects such relationships.
Debt securities
Reasonably possible alternative assumptions have been determined in respect of the Group’s structured credit investment by flexing credit spreads.
Derivatives
Reasonably possible alternative assumptions have been determined in respect of swaptions in the Group’s derivative portfolios which are priced using industry standard option pricing models. Such models require interest rate volatilities which may be unobservable at longer maturities. To derive reasonably possible alternative valuations these volatilities have been flexed within a range of 10 per cent to 128 per cent (2018: 19 per cent to 80 per cent).
Unlisted equity, venture capital investments and investments in property partnerships
The valuation techniques used for unlisted equity and venture capital investments vary depending on the nature of the investment. Reasonably possible alternative valuations for these investments have been calculated by reference to the approach taken, as appropriate to the business sector and investment circumstances and as such the following inputs have been considered:
– | for valuations derived from earnings multiples, consideration is given to the risk attributes, growth prospects and financial gearing of comparable businesses when selecting an appropriate multiple; |
– | the discount rates used in discounted cash flow valuations; and |
– | in line with International Private Equity and Venture Capital Guidelines, the values of underlying investments in fund investments portfolios. |
(4) Financial assets and liabilities carried at amortised cost
(A) FINANCIAL ASSETS
VALUATION HIERARCHY
The table below analyses the fair values of the financial assets of the Group which are carried at amortised cost by valuation methodology (level 1, 2 or 3, as described on page F-85). Financial assets carried at amortised cost are mainly classified as level 3 due to significant unobservable inputs used in the valuation models. Where inputs are observable, debt securities are classified as level 1 or 2.
Valuation hierarchy | ||||||||||||||||||||
Carrying value
£m |
Fair value
£m |
Level 1
£m |
Level 2
£m |
Level 3
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||
Financial assets at amortised cost: | ||||||||||||||||||||
Loans and advances to customers: Stage 1 | 449,300 | 450,465 | – | 54,600 | 395,865 | |||||||||||||||
Loans and advances to customers: Stage 2 | 27,548 | 28,259 | – | – | 28,259 | |||||||||||||||
Loans and advances to customers: Stage 3 | 4,568 | 3,508 | – | – | 3,508 | |||||||||||||||
Loans and advances to customers: purchased or originated credit-impaired | 13,572 | 13,572 | – | – | 13,572 | |||||||||||||||
Loans and advances to customers | 494,988 | 495,804 | – | 54,600 | 441,204 | |||||||||||||||
Loans and advances to banks | 9,775 | 9,773 | – | 1,555 | 8,218 | |||||||||||||||
Debt securities | 5,544 | 5,537 | – | 5,526 | 11 | |||||||||||||||
Reverse repos included in above amounts: | ||||||||||||||||||||
Loans and advances to customers | 54,600 | 54,600 | – | 54,600 | – | |||||||||||||||
Loans and advances to banks | 1,555 | 1,555 | – | 1,555 | – | |||||||||||||||
At 31 December 2018 | ||||||||||||||||||||
Financial assets at amortised cost: | ||||||||||||||||||||
Loans and advances to customers: Stage 1 | 441,006 | 440,542 | – | 40,483 | 400,059 | |||||||||||||||
Loans and advances to customers: Stage 2 | 24,351 | 25,516 | – | – | 25,516 | |||||||||||||||
Loans and advances to customers: Stage 3 | 4,188 | 3,289 | – | – | 3,289 | |||||||||||||||
Loans and advances to customers: purchased or originated credit-impaired | 15,313 | 15,313 | – | – | 15,313 | |||||||||||||||
Loans and advances to customers | 484,858 | 484,660 | – | 40,483 | 444,177 | |||||||||||||||
Loans and advances to banks | 6,283 | 6,286 | – | 461 | 5,825 | |||||||||||||||
Debt securities | 5,238 | 5,244 | – | 5,233 | 11 | |||||||||||||||
Reverse repos included in above amounts: | ||||||||||||||||||||
Loans and advances to customers | 40,483 | 40,483 | – | 40,483 | – | |||||||||||||||
Loans and advances to banks | 461 | 461 | – | 461 | – |
F-92 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
VALUATION METHODOLOGY
Loans and advances to customers
The Group provides loans and advances to commercial, corporate and personal customers at both fixed and variable rates. Due to their short term nature, the carrying value of the variable rate loans and those relating to lease financing is assumed to be their fair value.
To determine the fair value of loans and advances to customers, loans are segregated into portfolios of similar characteristics. A number of techniques are used to estimate the fair value of fixed rate lending; these take account of expected credit losses based on historic trends, prevailing market interest rates and expected future cash flows. For retail exposures, fair value is usually estimated by discounting anticipated cash flows (including interest at contractual rates) at market rates for similar loans offered by the Group and other financial institutions. Certain loans secured on residential properties are made at a fixed rate for a limited period, typically two to five years, after which the loans revert to the relevant variable rate. The fair value of such loans is estimated by reference to the market rates for similar loans of maturity equal to the remaining fixed interest rate period. The fair value of commercial loans is estimated by discounting anticipated cash flows at a rate which reflects the effects of interest rate changes, adjusted for changes in credit risk.
Loans and advances to banks
The carrying value of short dated loans and advances to banks is assumed to be their fair value. The fair value of loans and advances to banks is estimated by discounting the anticipated cash flows at a market discount rate adjusted for the credit spread of the obligor or, where not observable, the credit spread of borrowers of similar credit quality.
Debt securities
The fair values of debt securities are determined predominantly from lead manager quotes and, where these are not available, by alternative techniques including reference to credit spreads on similar assets with the same obligor, market standard consensus pricing services, broker quotes and other research data.
Reverse repurchase agreements
The carrying amount is deemed a reasonable approximation of fair value given the short-term nature of these instruments.
(B) FINANCIAL LIABILITIES
VALUATION HIERARCHY
The table below analyses the fair values of the financial liabilities of the Group which are carried at amortised cost by valuation methodology (level 1, 2 or 3, as described on page F-85).
Valuation hierarchy | ||||||||||||||||||||
Carrying value
£m |
Fair value
£m |
Level 1
£m |
Level 2
£m |
Level 3
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||
Deposits from banks | 28,179 | 28,079 | – | 28,079 | – | |||||||||||||||
Customer deposits | 421,320 | 421,728 | – | 416,493 | 5,235 | |||||||||||||||
Debt securities in issue | 97,689 | 100,443 | – | 100,443 | – | |||||||||||||||
Subordinated liabilities | 17,130 | 19,783 | – | 19,783 | – | |||||||||||||||
Repos included in above amounts: | ||||||||||||||||||||
Deposits from banks | 18,105 | 18,105 | – | 18,105 | – | |||||||||||||||
Customer deposits | 9,530 | 9,530 | – | 9,530 | – | |||||||||||||||
At 31 December 2018 | ||||||||||||||||||||
Deposits from banks | 30,320 | 30,322 | – | 30,322 | – | |||||||||||||||
Customer deposits | 418,066 | 418,450 | – | 412,283 | 6,167 | |||||||||||||||
Debt securities in issue | 91,168 | 93,233 | – | 93,233 | – | |||||||||||||||
Subordinated liabilities | 17,656 | 19,564 | – | 19,564 | – | |||||||||||||||
Repos included in above amounts: | ||||||||||||||||||||
Deposits from banks | 21,170 | 21,170 | – | 21,170 | – | |||||||||||||||
Customer deposits | 1,818 | 1,818 | – | 1,818 | – |
VALUATION METHODOLOGY
Deposits from banks and customer deposits
The fair value of bank and customer deposits repayable on demand is assumed to be equal to their carrying value.
The fair value for all other deposits is estimated using discounted cash flows applying either market rates, where applicable, or current rates for deposits of similar remaining maturities.
Debt securities in issue
The fair value of short-term debt securities in issue is approximately equal to their carrying value. Fair value for other debt securities is calculated based on quoted market prices where available. Where quoted market prices are not available, fair value is estimated using discounted cash flow techniques at a rate which reflects market rates of interest and the Group’s own credit spread.
Subordinated liabilities
The fair value of subordinated liabilities is determined by reference to quoted market prices where available or by reference to quoted market prices of similar instruments. Subordinated liabilities are classified as level 2, since the inputs used to determine their fair value are largely observable.
Repurchase agreements
The carrying amount is deemed a reasonable approximation of fair value given the short term nature of these instruments.
F-93 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 50: FINANCIAL INSTRUMENTS continued
(5) Reclassifications of financial assets
Other than the reclassifications on adoption of IFRS 9 on 1 January 2018, there have been no reclassifications of financial assets in 2018 or 2019.
NOTE 51: TRANSFERS OF FINANCIAL ASSETS
There were no significant transferred financial assets which were derecognised in their entirety, but with ongoing exposure. Details of transferred financial assets that continue to be recognised in full are as follows.
The Group enters into repurchase and securities lending transactions in the normal course of business that do not result in derecognition of the financial assets as substantially all of the risks and rewards, including credit, interest rate, prepayment and other price risks are retained by the Group. In all cases, the transferee has the right to sell or repledge the assets concerned.
As set out in note 31, included within financial assets measured at amortised cost are loans transferred under the Group’s securitisation and covered bond programmes. As the Group retains all of a majority of the risks and rewards associated with these loans, including credit, interest rate, prepayment and liquidity risk, they remain on the Group’s balance sheet. Assets transferred into the Group’s securitisation and covered bond programmes are not available to be used by the Group whilst the assets are within the programmes. However, the Group retains the right to remove loans from the covered bond programmes where they are in excess of the programme’s requirements. In addition, where the Group has retained some of the notes issued by securitisation and covered bond programmes, the Group has the ability to sell or pledge these retained notes.
The table below sets out the carrying values of the transferred assets and the associated liabilities. For repurchase and securities lending transactions, the associated liabilities represent the Group’s obligation to repurchase the transferred assets. For securitisation programmes, the associated liabilities represent the external notes in issue (note 31). Except as otherwise noted below, none of the liabilities shown in the table below have recourse only to the transferred assets.
2019 | 2018 | |||||||||||||||
Carrying
value of transferred assets £m |
Carrying
value of associated liabilities £m |
Carrying
value of transferred assets £m |
Carrying
value of associated liabilities £m |
|||||||||||||
Repurchase and securities lending transactions | ||||||||||||||||
Financial assets at fair value through profit or loss | 9,186 | 3,364 | 6,815 | 961 | ||||||||||||
Financial assets at fair value through other comprehensive income | 7,897 | 5,875 | 7,279 | 5,337 | ||||||||||||
Securitisation programmes | ||||||||||||||||
Financial assets at amortised cost: | ||||||||||||||||
Loans and advances to customers1 | 42,545 | 7,335 | 41,674 | 5,479 |
1 | The carrying value of associated liabilities excludes securitisation notes held by the Group of £31,436 million (31 December 2018: £31,701 million). |
F-94 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 52: OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES
The following information relates to financial assets and liabilities which have been offset in the balance sheet and those which have not been offset but for which the Group has enforceable master netting agreements or collateral arrangements in place with counterparties.
Related amounts where set off in
the balance sheet not permitted3 |
Potential
net amounts |
|||||||||||||||||||||||
At 31 December 2019 |
Gross amounts
of assets and liabilities1 £m |
Amounts offset
in the balance sheet2 £m |
Net amounts
presented in the balance sheet £m |
Cash collateral
received/ pledged £m |
Non-cash
collateral received/ pledged £m |
if offset
of related amounts permitted £m |
||||||||||||||||||
Financial assets | ||||||||||||||||||||||||
Financial assets at fair value through profit or loss: | ||||||||||||||||||||||||
Excluding reverse repos | 148,920 | – | 148,920 | – | (2,825 | ) | 146,095 | |||||||||||||||||
Reverse repos | 24,165 | (12,896 | ) | 11,269 | (366 | ) | (10,903 | ) | – | |||||||||||||||
173,085 | (12,896 | ) | 160,189 | (366 | ) | (13,728 | ) | 146,095 | ||||||||||||||||
Derivative financial instruments | 79,735 | (53,366 | ) | 26,369 | (7,650 | ) | (13,892 | ) | 4,827 | |||||||||||||||
Loans and advances to banks: | ||||||||||||||||||||||||
Excluding reverse repos | 8,220 | – | 8,220 | (3,377 | ) | – | 4,843 | |||||||||||||||||
Reverse repos | 1,555 | – | 1,555 | – | (1,555 | ) | – | |||||||||||||||||
9,775 | – | 9,775 | (3,377 | ) | (1,555 | ) | 4,843 | |||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||||
Excluding reverse repos | 440,388 | – | 440,388 | (2,392 | ) | (2,123 | ) | 435,873 | ||||||||||||||||
Reverse repos | 58,959 | (4,359 | ) | 54,600 | – | (54,600 | ) | – | ||||||||||||||||
499,347 | (4,359 | ) | 494,988 | (2,392 | ) | (56,723 | ) | 435,873 | ||||||||||||||||
Debt securities | 5,544 | – | 5,544 | – | (211 | ) | 5,333 | |||||||||||||||||
Financial assets at fair value through other comprehensive income | 25,092 | – | 25,092 | – | (5,859 | ) | 19,233 | |||||||||||||||||
Financial liabilities | ||||||||||||||||||||||||
Deposits from banks: | ||||||||||||||||||||||||
Excluding repos | 10,074 | – | 10,074 | (8,016 | ) | – | 2,058 | |||||||||||||||||
Repos | 18,105 | – | 18,105 | – | (18,105 | ) | – | |||||||||||||||||
28,179 | – | 28,179 | (8,016 | ) | (18,105 | ) | 2,058 | |||||||||||||||||
Customer deposits: | ||||||||||||||||||||||||
Excluding repos | 413,659 | (1,869 | ) | 411,790 | (1,850 | ) | (2,123 | ) | 407,817 | |||||||||||||||
Repos | 9,530 | – | 9,530 | – | (9,530 | ) | – | |||||||||||||||||
423,189 | (1,869 | ) | 421,320 | (1,850 | ) | (11,653 | ) | 407,817 | ||||||||||||||||
Financial liabilities at fair value through profit or loss: | ||||||||||||||||||||||||
Excluding repos | 10,438 | – | 10,438 | – | – | 10,438 | ||||||||||||||||||
Repos | 28,303 | (17,255 | ) | 11,048 | – | (11,048 | ) | – | ||||||||||||||||
38,741 | (17,255 | ) | 21,486 | – | (11,048 | ) | 10,438 | |||||||||||||||||
Derivative financial instruments | 77,276 | (51,497 | ) | 25,779 | (5,770 | ) | (16,364 | ) | 3,645 |
F-95 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 52: OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES continued
Related amounts where set off in
the balance sheet not permitted3 |
Potential
net amounts |
|||||||||||||||||||||||
At 31 December 2018 |
Gross amounts
of assets and liabilities1 £m |
Amounts offset
in the balance sheet2 £m |
Net amounts
presented in the balance sheet £m |
Cash collateral
received/ pledged £m |
Non-cash
collateral received/ pledged £m |
if offset
of related amounts permitted £m |
||||||||||||||||||
Financial assets | ||||||||||||||||||||||||
Financial assets at fair value through profit or loss: | ||||||||||||||||||||||||
Excluding reverse repos | 130,172 | – | 130,172 | – | (978 | ) | 129,194 | |||||||||||||||||
Reverse repos | 33,472 | (5,115 | ) | 28,357 | (622 | ) | (27,735 | ) | – | |||||||||||||||
163,644 | (5,115 | ) | 158,529 | (622 | ) | (28,713 | ) | 129,194 | ||||||||||||||||
Derivative financial instruments | 78,607 | (55,012 | ) | 23,595 | (6,039 | ) | (15,642 | ) | 1,914 | |||||||||||||||
Loans and advances to banks: | ||||||||||||||||||||||||
Excluding reverse repos | 5,822 | – | 5,822 | (2,676 | ) | – | 3,146 | |||||||||||||||||
Reverse repos | 461 | – | 461 | – | (461 | ) | – | |||||||||||||||||
6,283 | – | 6,283 | (2,676 | ) | (461 | ) | 3,146 | |||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||||
Excluding reverse repos | 447,020 | (2,645 | ) | 444,375 | (1,319 | ) | (3,241 | ) | 439,815 | |||||||||||||||
Reverse repos | 42,494 | (2,011 | ) | 40,483 | – | (40,483 | ) | – | ||||||||||||||||
489,514 | (4,656 | ) | 484,858 | (1,319 | ) | (43,724 | ) | 439,815 | ||||||||||||||||
Debt securities | 5,238 | – | 5,238 | – | – | 5,238 | ||||||||||||||||||
Financial assets at fair value through other comprehensive income | 24,815 | – | 24,815 | – | (5,361 | ) | 19,454 | |||||||||||||||||
Financial liabilities | ||||||||||||||||||||||||
Deposits from banks: | ||||||||||||||||||||||||
Excluding repos | 9,150 | – | 9,150 | (5,291 | ) | – | 3,859 | |||||||||||||||||
Repos | 21,170 | – | 21,170 | – | (21,170 | ) | – | |||||||||||||||||
30,320 | – | 30,320 | (5,291 | ) | (21,170 | ) | 3,859 | |||||||||||||||||
Customer deposits: | ||||||||||||||||||||||||
Excluding repos | 417,652 | (1,404 | ) | 416,248 | (1,370 | ) | (3,241 | ) | 411,637 | |||||||||||||||
Repos | 1,818 | – | 1,818 | – | (1,818 | ) | – | |||||||||||||||||
419,470 | (1,404 | ) | 418,066 | (1,370 | ) | (5,059 | ) | 411,637 | ||||||||||||||||
Financial liabilities at fair value through profit or loss: | ||||||||||||||||||||||||
Excluding repos | 8,952 | – | 8,952 | – | – | 8,952 | ||||||||||||||||||
Repos | 28,721 | (7,126 | ) | 21,595 | – | (21,595 | ) | – | ||||||||||||||||
37,673 | (7,126 | ) | 30,547 | – | (21,595 | ) | 8,952 | |||||||||||||||||
Derivative financial instruments | 77,626 | (56,253 | ) | 21,373 | (3,995 | ) | (17,313 | ) | 65 |
1 | After impairment allowance. |
2 | The amounts set off in the balance sheet as shown above represent derivatives and repurchase agreements with central clearing houses which meet the criteria for offsetting under IAS 32. |
3 | The Group enters into derivatives and repurchase and reverse repurchase agreements with various counterparties which are governed by industry standard master netting agreements. The Group holds and provides cash and securities collateral in respective of derivative transactions covered by these agreements. The right to set off balances under these master netting agreements or to set off cash and securities collateral only arises in the event of non-payment or default and, as a result, these arrangements do not qualify for offsetting under IAS 32. |
The effects of over collateralisation have not been taken into account in the above table.
F-96 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT
As a bancassurer, financial instruments are fundamental to the Group’s activities and, as a consequence, the risks associated with financial instruments represent a significant component of the risks faced by the Group.
The primary risks affecting the Group through its use of financial instruments are: credit risk; market risk, which includes interest rate risk and foreign exchange risk; liquidity risk; capital risk; and insurance risk. Information about the Group’s exposure to each of the above risks and capital can be found on pages 41 to 108. The following additional disclosures, which provide quantitative information about the risks within financial instruments held or issued by the Group, should be read in conjunction with that earlier information.
Market risk
(A) | INTEREST RATE RISK |
Interest rate risk arises from the different repricing characteristics of the assets and liabilities. Liabilities are either insensitive to interest rate movements, for example interest free or very low interest customer deposits, or are sensitive to interest rate changes but bear rates which may be varied at the Group’s discretion and that for competitive reasons generally reflect changes in the Bank of England’s base rate. The rates on the remaining deposits are contractually fixed for their term to maturity.
Many banking assets are sensitive to interest rate movements; there is a large volume of managed rate assets such as variable rate mortgages which may be considered as a natural offset to the interest rate risk arising from the managed rate liabilities. However, a significant proportion of the Group’s lending assets, for example many personal loans and mortgages, bear interest rates which are contractually fixed.
The Group’s risk management policy is to optimise reward whilst managing its market risk exposures within the risk appetite defined by the Board. The largest residual risk exposure arises from balances that are deemed to be insensitive to changes in market rates (including current accounts, a portion of variable rate deposits and investable equity), and is managed through the Group’s structural hedge. The structural hedge consists of longer-term fixed rate assets or interest rate swaps and the amount and duration of the hedging activity is reviewed regularly by the Group Asset and Liability Committee. Further details on the Group market risk policy can be found on page 102.
The Group establishes hedge accounting relationships for interest rate risk using cash flow hedges and fair value hedges. The Group is exposed to cash flow interest rate risk on its variable rate loans and deposits together with its floating rate subordinated debt. The derivatives used to manage the structural hedge may be designated into cash flow hedges to manage income statement volatility. The economic items related to the structural hedge, for example current accounts, are not eligible hedged items under IAS 39 for inclusion into accounting hedge relationships. The Group is exposed to fair value interest rate risk on its fixed rate customer loans, its fixed rate customer deposits and the majority of its subordinated debt, and to cash flow interest rate risk on its variable rate loans and deposits together with its floating rate subordinated debt. The Group applies netting between similar risks before applying hedge accounting.
Hedge ineffectiveness arises during the management of interest rate risk due to residual unhedged risk. Sources of ineffectiveness, which the Group may decide to not fully mitigate, can include basis differences, timing differences and notional amount differences. The effectiveness of accounting hedge relationships is assessed between the hedging derivatives and the documented hedged item, which can differ to the underlying economically hedged item.
At 31 December 2019 the aggregate notional principal of interest rate swaps designated as fair value hedges was £183,489 million (2018: £150,971 million) with a net fair value asset of £569 million (2018: asset of £760 million) (note 17). The gains on the hedging instruments were £1,144 million (2018: gains of £94 million). The losses on the hedged items attributable to the hedged risk were £1,001 million (2018: losses of £32 million). The gains and losses relating to the fair value hedges are recorded in net trading income.
In addition the Group has cash flow hedges which are primarily used to hedge the variability in the cost of funding within the commercial business. The notional principal of the interest rate swaps designated as cash flow hedges at 31 December 2019 was £426,740 million (2018: £556,945 million) with a net fair value liability of £388 million (2018: liability of £486 million) (note 17). In 2019, ineffectiveness recognised in the income statement that arises from cash flow hedges was a gain of £134 million (2018: loss of £25 million).
INTEREST RATE BENCHMARK REFORM
As discussed in note 1, the Group has applied the hedge accounting amendments Interest Rate Benchmark Reform to hedge accounting relationships directly affected by the replacement of interest rate benchmarks. Under these amendments, for the purposes of:
– | determining whether a forecast transaction is highly probable; |
– | determining whether the hedged future cash flows are expected to occur; |
– | determining whether a hedge is expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk; and |
– | determining whether an accounting hedging relationship should be discontinued because of a failure of the retrospective effectiveness test |
the Group has assumed that the interest rate benchmark on which the hedged risk or the cash flows of the hedged item or hedging instrument are based is not altered by uncertainties resulting from the proposed interest rate benchmark reform. In addition, for a fair value hedge of a non-contractually specified benchmark portion of interest rate risk, the Group assesses only at inception of the hedge relationship and not on an ongoing basis that the risk is separately identifiable and hedge effectiveness can be measured.
The Group’s most significant hedge accounting relationships are exposed to the following interest rate benchmarks: Sterling LIBOR, US Dollar LIBOR and Euro LIBOR. The notional of the hedged items that the Group has designated into cash flow hedge relationships that is directly affected by the interest rate benchmark reform is £29,202 million, of which £25,438 million relates to Sterling LIBOR. These are principally loans and advances to customers in Commercial Banking. In addition, the interest rate benchmark reforms affect assets designated in fair value hedges with a notional of £102,969 million, of which £98,278 million is in respect of sterling LIBOR, and liabilities designated in fair value hedges with a notional of £62,295 million, of which £9,186 million is in respect of sterling LIBOR. These fair value hedges principally relate to mortgages in Retail and debt securities in issue.
The Group is managing the process to transition to alternative benchmark rates under its Group-wide IBOR Transition Programme. This programme is working towards ensuring that the Group has the market capability and infrastructure to deal with the reform. The programme also encompasses the associated impacts on accounting and reporting and includes dealing with the impact on hedge accounting relationships of the transition to alternative reference rates. Further information on the Group’s programme is set out on page 45.
The significant assumptions and judgements that the Group has made in applying these requirements include the following:
– | a hedge accounting relationship is assumed to be affected by the interest rate benchmark reform if the reform gives rise to uncertainties about the timing and/or amount of the interest rate benchmark-based cash flows of the hedged items and/or of the hedging instrument; |
F-97 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
– | where the hedged item is a forecast transaction then, in the absence of any certainty in relation to the interest rate benchmark reform, assessments have been determined as to whether the forecast transaction is highly probable assuming that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the interest rate benchmark reform; |
– | any reclassification of amounts in cash flow hedge reserves to profit or loss have been based on assessing whether the hedged cash flows are no longer expected to occur assuming that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the interest rate benchmark reform; and |
– | all benchmark rate referenced hedged items and hedging instruments included in hedging relationships are subject to uncertainty due to interest rate benchmark reform. |
In accordance with the Interest Rate Benchmark Reform amendments to IAS 39, the Group will cease to apply prospectively the reliefs outlined above when the uncertainty arising from interest rate benchmark reform is no longer present with respect to the timing and the amount of the interest rate benchmark-based cash flows of the hedged item (or for the effectiveness assessments, the hedging instrument). The reliefs will be disapplied earlier if the hedging relationship is discontinued or the entire amount accumulated in the cash flow hedge reserve with respect to that hedging relationship is reclassified to profit or loss for a reason other than interest rate benchmark reform.
At 31 December 2019, the notional amount of the hedging instruments in hedging relationships to which these amendments apply was £604,602 million, of which £117,076 million relates to Sterling LIBOR fair value hedges and £400,439 million relates to Sterling LIBOR cash flow hedges.
(B) | CURRENCY RISK |
The corporate and retail businesses incur foreign exchange risk in the course of providing services to their customers. All non-structural foreign exchange exposures in the non-trading book are transferred to the trading area where they are monitored and controlled. These risks reside in the authorised trading centres who are allocated exposure limits. The limits are monitored daily by the local centres and reported to the market and liquidity risk function in London. Associated VaR and the closing, average, maximum and minimum are disclosed on page 108. The Group also manages foreign currency risk via cash flow hedge accounting, utilising currency swaps.
Risk arises from the Group’s investments in its overseas operations. The Group’s structural foreign currency exposure is represented by the net asset value of the foreign currency equity and subordinated debt investments in its subsidiaries and branches. Gains or losses on structural foreign currency exposures are taken to reserves.
The Group ceased all hedging of the currency translation risk of the net investment in foreign operations on 1 January 2018.
The Group’s main overseas operations are in the Americas and Europe. Details of the Group’s structural foreign currency exposures are as follows:
(C) | FUNCTIONAL CURRENCY OF GROUP OPERATIONS |
2019 | 2018 | ||||||||||||||||||||||||
Euro
£m |
US Dollar
£m |
Other
non-sterling £m |
Euro
£m |
US Dollar
£m |
Other
non-sterling £m |
||||||||||||||||||||
Exposure | 63 | 93 | 48 | 112 | 59 | 60 |
F-98 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Credit risk
The Group’s credit risk exposure arises in respect of the instruments below and predominantly in the United Kingdom. Information about the Group’s exposure to credit risk, credit risk management, measurement and mitigation can be found on pages 52 to 80.
(A) MAXIMUM CREDIT EXPOSURE
The maximum credit risk exposure of the Group in the event of other parties failing to perform their obligations is detailed below. No account is taken of any collateral held and the maximum exposure to loss, which includes amounts held to cover unit-linked and With Profits funds liabilities, is considered to be the balance sheet carrying amount or, for non-derivative off-balance sheet transactions and financial guarantees, their contractual nominal amounts.
2019 | 2018 | |||||||||||||||||||||||
Maximum
exposure £m |
Offset2
£m |
Net exposure
£m |
Maximum
exposure £m |
Offset2
£m |
Net exposure
£m |
|||||||||||||||||||
Loans and advances to banks, net1 | 9,775 | – | 9,775 | 6,283 | – | 6,283 | ||||||||||||||||||
Loans and advances to customers, net1 | 494,988 | (2,792 | ) | 492,196 | 484,858 | (3,241 | ) | 481,617 | ||||||||||||||||
Debt securities, net1 | 5,544 | – | 5,544 | 5,238 | – | 5,238 | ||||||||||||||||||
Financial assets at amortised cost | 510,307 | (2,792 | ) | 507,515 | 496,379 | (3,241 | ) | 493,138 | ||||||||||||||||
Financial assets at fair value through other comprehensive income3 | 24,865 | – | 24,865 | 24,794 | – | 24,794 | ||||||||||||||||||
Financial assets at fair value through profit or loss:3,4 | ||||||||||||||||||||||||
Loans and advances | 23,475 | – | 23,475 | 40,876 | – | 40,876 | ||||||||||||||||||
Debt securities, treasury and other bills | 40,925 | – | 40,925 | 40,168 | – | 40,168 | ||||||||||||||||||
64,400 | – | 64,400 | 81,044 | – | 81,044 | |||||||||||||||||||
Derivative assets | 26,369 | (14,696 | ) | 11,673 | 23,595 | (14,327 | ) | 9,268 | ||||||||||||||||
Assets arising from reinsurance contracts held | 23,567 | – | 23,567 | 7,860 | – | 7,860 | ||||||||||||||||||
Off-balance sheet items: | ||||||||||||||||||||||||
Acceptances and endorsements | 74 | – | 74 | 194 | – | 194 | ||||||||||||||||||
Other items serving as direct credit substitutes | 366 | – | 366 | 632 | – | 632 | ||||||||||||||||||
Performance bonds and other transaction-related contingencies | 2,454 | – | 2,454 | 2,425 | – | 2,425 | ||||||||||||||||||
Irrevocable commitments and guarantees | 63,504 | – | 63,504 | 64,884 | – | 64,884 | ||||||||||||||||||
66,398 | – | 66,398 | 68,135 | – | 68,135 | |||||||||||||||||||
715,906 | (17,488 | ) | 698,418 | 701,807 | (17,568 | ) | 684,239 |
1 | Amounts shown net of related impairment allowances. |
2 | Offset items comprise deposit amounts available for offset, and amounts available for offset under master netting arrangements, that do not meet the criteria under IAS 32 to enable loans and advances and derivative assets respectively to be presented net of these balances in the financial statements. |
3 | Excluding equity shares. |
4 | Includes assets within the Group’s unit-linked funds for which credit risk is borne by the policyholders and assets within the Group’s With-Profits funds for which credit risk is largely borne by the policyholders. Consequently, the Group has no significant exposure to credit risk for such assets which back related contract liabilities. |
(B) CONCENTRATIONS OF EXPOSURE
The Group’s management of concentration risk includes single name, industry sector and country limits as well as controls over the Group’s overall exposure to certain products. Further information on the Group’s management of this risk is included within Credit risk mitigation on page 53.
At 31 December 2019 the most significant concentrations of exposure were in mortgages (comprising 60 per cent of total loans and advances to customers) and to financial, business and other services (comprising 18 per cent of the total).
2019
£m |
2018
£m |
|||||||
Agriculture, forestry and fishing | 7,558 | 7,314 | ||||||
Energy and water supply | 1,432 | 1,517 | ||||||
Manufacturing | 6,093 | 8,260 | ||||||
Construction | 4,285 | 4,684 | ||||||
Transport, distribution and hotels | 13,016 | 14,113 | ||||||
Postal and telecommunications | 1,923 | 2,711 | ||||||
Property companies | 27,596 | 28,451 | ||||||
Financial, business and other services | 89,763 | 77,505 | ||||||
Personal: | ||||||||
Mortgages1 | 299,141 | 297,498 | ||||||
Other | 29,272 | 28,699 | ||||||
Lease financing | 1,671 | 1,822 | ||||||
Hire purchase | 16,497 | 15,434 | ||||||
Total loans and advances to customers before allowance for impairment losses | 498,247 | 488,008 | ||||||
Allowance for impairment losses (note 18) | (3,259 | ) | (3,150 | ) | ||||
Total loans and advances to customers | 494,988 | 484,858 |
1 | Includes both UK and overseas mortgage balances. |
Following the reduction in the Group’s non-UK activities, an analysis of credit risk exposures by geographical region has not been provided.
F-99 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
(C) CREDIT QUALITY OF ASSETS
LOANS AND ADVANCES
The analysis of lending has been prepared based on the division in which the asset is held; with the business segment in which the exposure is recorded reflected in the ratings system applied. The internal credit ratings systems used by the Group differ between Retail and Commercial, reflecting the characteristics of these exposures and the way that they are managed internally; these credit ratings are set out below. All probabilities of default (PDs) include forward-looking information and are based on 12 month values, with the exception of credit impaired.
Stage 3 assets include balances of £205 million (2018: £250 million) (with outstanding amounts due of approximately £1,700 million (2018: £2,200 million)) which have been subject to a partial write-off and where the Group continues to enforce recovery action.
Stage 2 and Stage 3 assets with a carrying amount of £219 million (2018: £1,000 million) were modified during the year. No material gain or loss was recognised by the Group.
Gross drawn exposures | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Loans and advances to banks: | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 9,777 | – | – | – | 9,777 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
9,777 | – | – | – | 9,777 | ||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 257,028 | 13,494 | – | – | 270,522 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 15 | 2,052 | – | – | 2,067 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 414 | – | – | 414 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 975 | – | – | 975 | ||||||||||||||||
RMS 14 | 100% | – | – | 1,506 | 13,714 | 15,220 | ||||||||||||||||
257,043 | 16,935 | 1,506 | 13,714 | 289,198 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 22,151 | 1,098 | – | – | 23,249 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 2,676 | 919 | – | – | 3,595 | ||||||||||||||||
RMS 10 | 14.01-20.00% | 76 | 189 | – | – | 265 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 18 | 606 | – | – | 624 | ||||||||||||||||
RMS 14 | 100% | – | – | 678 | – | 678 | ||||||||||||||||
24,921 | 2,812 | 678 | – | 28,411 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 13,568 | 1,297 | – | – | 14,865 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 314 | 368 | – | – | 682 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 99 | – | – | 99 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 2 | 178 | – | – | 180 | ||||||||||||||||
RMS 14 | 100% | – | – | 150 | – | 150 | ||||||||||||||||
13,884 | 1,942 | 150 | – | 15,976 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 9,520 | 390 | – | – | 9,910 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | 409 | – | – | 409 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 7 | – | – | 7 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 134 | 23 | – | – | 157 | ||||||||||||||||
RMS 14 | 100% | – | – | 150 | – | 150 | ||||||||||||||||
9,654 | 829 | 150 | – | 10,633 | ||||||||||||||||||
Total Retail | 305,502 | 22,518 | 2,484 | 13,714 | 344,218 |
F-100 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Gross drawn exposures (continued) | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 59,880 | 379 | – | – | 60,259 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 25,638 | 2,322 | – | – | 27,960 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 1,805 | 3,123 | – | – | 4,928 | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | 169 | – | – | 169 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 3,447 | – | 3,447 | ||||||||||||||||
87,323 | 5,993 | 3,447 | – | 96,763 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 754 | 32 | – | – | 786 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 40 | – | – | – | 40 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | 84 | – | 84 | ||||||||||||||||
794 | 32 | 84 | – | 910 | ||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 56,356 | – | – | – | 56,356 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
56,356 | – | – | – | 56,356 | ||||||||||||||||||
Total loans and advances to customers | 449,975 | 28,543 | 6,015 | 13,714 | 498,247 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 305,502 | 22,518 | 2,484 | 13,714 | 344,218 | |||||||||||||||||
Commercial | 87,323 | 5,993 | 3,447 | – | 96,763 | |||||||||||||||||
Other | 57,150 | 32 | 84 | – | 57,266 | |||||||||||||||||
Total loans and advances to customers | 449,975 | 28,543 | 6,015 | 13,714 | 498,247 |
F-101 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Expected credit losses in respect of drawn exposures | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Loans and advances to banks: | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 2 | – | – | – | 2 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
2 | – | – | – | 2 | ||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 23 | 183 | – | – | 206 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | 39 | – | – | 39 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 13 | – | – | 13 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 46 | – | – | 46 | ||||||||||||||||
RMS 14 | 100% | – | – | 122 | 142 | 264 | ||||||||||||||||
23 | 281 | 122 | 142 | 568 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 188 | 42 | – | – | 230 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 103 | 92 | – | – | 195 | ||||||||||||||||
RMS 10 | 14.01-20.00% | 7 | 34 | – | – | 41 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 3 | 193 | – | – | 196 | ||||||||||||||||
RMS 14 | 100% | – | – | 233 | – | 233 | ||||||||||||||||
301 | 361 | 233 | – | 895 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 203 | 30 | – | – | 233 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 10 | 15 | – | – | 25 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 10 | – | – | 10 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 1 | 32 | – | – | 33 | ||||||||||||||||
RMS 14 | 100% | – | – | 84 | – | 84 | ||||||||||||||||
214 | 87 | 84 | – | 385 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 25 | 9 | – | – | 34 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | 27 | – | – | 27 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 1 | – | – | 1 | ||||||||||||||||
RMS 14 | 100% | – | – | 51 | – | 51 | ||||||||||||||||
25 | 37 | 51 | – | 113 | ||||||||||||||||||
Total Retail | 563 | 766 | 490 | 142 | 1,961 |
F-102 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Expected credit losses in respect of drawn exposures (continued) | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 33 | 1 | – | – | 34 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 50 | 37 | – | – | 87 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 13 | 174 | – | – | 187 | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | 16 | – | – | 16 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 941 | – | 941 | ||||||||||||||||
96 | 228 | 941 | – | 1,265 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 6 | 1 | – | – | 7 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | 16 | – | 16 | ||||||||||||||||
6 | 1 | 16 | – | 23 | ||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 10 | – | – | – | 10 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
10 | – | – | – | 10 | ||||||||||||||||||
Total loans and advances to customers | 675 | 995 | 1,447 | 142 | 3,259 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 563 | 766 | 490 | 142 | 1,961 | |||||||||||||||||
Commercial | 96 | 228 | 941 | – | 1,265 | |||||||||||||||||
Other | 16 | 1 | 16 | – | 33 | |||||||||||||||||
Total loans and advances to customers | 675 | 995 | 1,447 | 142 | 3,259 |
F-103 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Gross undrawn exposures | PD range |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 12,242 | 62 | – | – | 12,304 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 1 | 1 | – | – | 2 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | 8 | 79 | 87 | ||||||||||||||||
12,243 | 63 | 8 | 79 | 12,393 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 60,653 | 1,986 | – | – | 62,639 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 389 | 218 | – | – | 607 | ||||||||||||||||
RMS 10 | 14.01-20.00% | 5 | 39 | – | – | 44 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 1 | 73 | – | – | 74 | ||||||||||||||||
RMS 14 | 100% | – | – | 83 | – | 83 | ||||||||||||||||
61,048 | 2,316 | 83 | – | 63,447 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 1,181 | – | – | – | 1,181 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 193 | 4 | – | – | 197 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
1,374 | 4 | – | – | 1,378 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 1,240 | – | – | – | 1,240 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | 62 | – | – | 62 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | 3 | – | 3 | ||||||||||||||||
1,240 | 62 | 3 | – | 1,305 | ||||||||||||||||||
Total Retail | 75,905 | 2,445 | 94 | 79 | 78,523 |
F-104 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Gross undrawn exposures (continued) | PD range |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 47,707 | 76 | – | – | 47,783 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 5,134 | 850 | – | – | 5,984 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 258 | 327 | – | – | 585 | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | 43 | – | – | 43 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 5 | – | 5 | ||||||||||||||||
53,099 | 1,296 | 5 | – | 54,400 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 239 | – | – | – | 239 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
239 | – | – | – | 239 | ||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 391 | – | – | – | 391 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
391 | – | – | – | 391 | ||||||||||||||||||
Total loans and advances to customers | 129,634 | 3,741 | 99 | 79 | 133,553 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 75,905 | 2,445 | 94 | 79 | 78,523 | |||||||||||||||||
Commercial | 53,099 | 1,296 | 5 | – | 54,400 | |||||||||||||||||
Other | 630 | – | – | – | 630 | |||||||||||||||||
Total loans and advances to customers | 129,634 | 3,741 | 99 | 79 | 133,553 |
F-105 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Expected credit losses in respect of undrawn exposures | PD range |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 1 | – | – | – | 1 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
1 | – | – | – | 1 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 56 | 24 | – | – | 80 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 6 | 8 | – | – | 14 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 3 | – | – | 3 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 15 | – | – | 15 | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
62 | 50 | – | – | 112 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 2 | – | – | – | 2 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
2 | – | – | – | 2 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 11 | – | – | – | 11 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | 3 | – | – | 3 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
11 | 3 | – | – | 14 | ||||||||||||||||||
Total Retail | 76 | 53 | – | – | 129 |
F-106 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Expected credit losses in respect of undrawn exposures (continued) | PD range |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 11 | – | – | – | 11 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 7 | 9 | – | – | 16 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 1 | 13 | – | – | 14 | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | 2 | – | – | 2 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 5 | – | 5 | ||||||||||||||||
19 | 24 | 5 | – | 48 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | – | – | – | – | – | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
– | – | – | – | – | ||||||||||||||||||
CMS 1-10 | 0.00-0.50% | – | – | – | – | – | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
– | – | – | – | – | ||||||||||||||||||
Total loans and advances to customers | 95 | 77 | 5 | – | 177 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 76 | 53 | – | – | 129 | |||||||||||||||||
Commercial | 19 | 24 | 5 | – | 48 | |||||||||||||||||
Other | – | – | – | – | – | |||||||||||||||||
Total loans and advances to customers | 95 | 77 | 5 | – | 177 |
F-107 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Gross drawn exposures | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Loans and advances to banks: | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 6,177 | 3 | – | – | 6,180 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 105 | – | – | – | 105 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
6,282 | 3 | – | – | 6,285 | ||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 257,740 | 10,784 | – | – | 268,524 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 57 | 1,709 | – | – | 1,766 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 262 | – | – | 262 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 899 | – | – | 899 | ||||||||||||||||
RMS 14 | 100% | – | – | 1,393 | 15,391 | 16,784 | ||||||||||||||||
257,797 | 13,654 | 1,393 | 15,391 | 288,235 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 22,363 | 1,079 | – | – | 23,442 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 2,071 | 774 | – | – | 2,845 | ||||||||||||||||
RMS 10 | 14.01-20.00% | 72 | 167 | – | – | 239 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 199 | 687 | – | – | 886 | ||||||||||||||||
RMS 14 | 100% | – | – | 703 | – | 703 | ||||||||||||||||
24,705 | 2,707 | 703 | – | 28,115 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 12,918 | 954 | – | – | 13,872 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 301 | 318 | – | – | 619 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 111 | – | – | 111 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 5 | 197 | – | – | 202 | ||||||||||||||||
RMS 14 | 100% | – | – | 129 | – | 129 | ||||||||||||||||
13,224 | 1,580 | 129 | – | 14,933 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 9,033 | 704 | – | – | 9,737 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 190 | 66 | – | – | 256 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 7 | – | – | 7 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 211 | 23 | – | – | 234 | ||||||||||||||||
RMS 14 | 100% | – | – | 165 | – | 165 | ||||||||||||||||
9,434 | 800 | 165 | – | 10,399 | ||||||||||||||||||
Total Retail | 305,160 | 18,741 | 2,390 | 15,391 | 341,682 |
F-108 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Gross drawn exposures (continued) | PD range |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 65,089 | 100 | – | – | 65,189 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 25,472 | 3,450 | – | – | 28,922 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 1,441 | 2,988 | – | – | 4,429 | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | 54 | – | – | 54 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 3,230 | – | 3,230 | ||||||||||||||||
92,002 | 6,592 | 3,230 | – | 101,824 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 804 | 6 | – | – | 810 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | 55 | – | 55 | ||||||||||||||||
804 | 6 | 55 | – | 865 | ||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 43,565 | – | – | – | 43,565 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | 6 | – | – | 6 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | 66 | – | 66 | ||||||||||||||||
43,565 | 6 | 66 | – | 43,637 | ||||||||||||||||||
Total loans and advances to customers | 441,531 | 25,345 | 5,741 | 15,391 | 488,008 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 305,160 | 18,741 | 2,390 | 15,391 | 341,682 | |||||||||||||||||
Commercial | 92,002 | 6,592 | 3,230 | – | 101,824 | |||||||||||||||||
Other | 44,369 | 12 | 121 | – | 44,502 | |||||||||||||||||
Total loans and advances to customers | 441,531 | 25,345 | 5,741 | 15,391 | 488,008 |
F-109 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Expected credit losses in respect of drawn exposures | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Loans and advances to banks: | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 2 | – | – | – | 2 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
2 | – | – | – | 2 | ||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 37 | 141 | – | – | 178 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | 34 | – | – | 34 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 9 | – | – | 9 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 42 | – | – | 42 | ||||||||||||||||
RMS 14 | 100% | – | – | 118 | 78 | 196 | ||||||||||||||||
37 | 226 | 118 | 78 | 459 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 135 | 45 | – | – | 180 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 57 | 83 | – | – | 140 | ||||||||||||||||
RMS 10 | 14.01-20.00% | 4 | 29 | – | – | 33 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 3 | 172 | – | – | 175 | ||||||||||||||||
RMS 14 | 100% | – | – | 228 | – | 228 | ||||||||||||||||
199 | 329 | 228 | – | 756 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 114 | 19 | – | – | 133 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 6 | 15 | – | – | 21 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 11 | – | – | 11 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 1 | 34 | – | – | 35 | ||||||||||||||||
RMS 14 | 100% | – | – | 78 | – | 78 | ||||||||||||||||
121 | 79 | 78 | – | 278 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 30 | 25 | – | – | 55 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 2 | 2 | – | – | 4 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 1 | – | – | 1 | ||||||||||||||||
RMS 14 | 100% | – | – | 60 | – | 60 | ||||||||||||||||
32 | 28 | 60 | – | 120 | ||||||||||||||||||
Total Retail | 389 | 662 | 484 | 78 | 1,613 |
F-110 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Expected credit losses in respect of drawn exposures (continued) | PD range |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 32 | 1 | – | – | 33 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 50 | 86 | – | – | 136 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 11 | 231 | – | – | 242 | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | 7 | – | – | 7 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 1,031 | – | 1,031 | ||||||||||||||||
93 | 325 | 1,031 | – | 1,449 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 43 | 1 | – | – | 44 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | 11 | – | 11 | ||||||||||||||||
43 | 1 | 11 | 55 | |||||||||||||||||||
CMS 1-10 | 0.00-0.50% | – | – | – | – | – | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | 6 | – | – | 6 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | 27 | – | 27 | ||||||||||||||||
– | 6 | 27 | – | 33 | ||||||||||||||||||
Total loans and advances to customers | 525 | 994 | 1,553 | 78 | 3,150 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 389 | 662 | 484 | 78 | 1,613 | |||||||||||||||||
Commercial | 93 | 325 | 1,031 | – | 1,449 | |||||||||||||||||
Other | 43 | 7 | 38 | – | 88 | |||||||||||||||||
Total loans and advances to customers | 525 | 994 | 1,553 | 78 | 3,150 |
F-111 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Gross undrawn exposures | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 12,024 | 19 | – | – | 12,043 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 2 | 1 | – | – | 3 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | 5 | 90 | 95 | ||||||||||||||||
12,026 | 20 | 5 | 90 | 12,141 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 57,433 | 1,811 | – | – | 59,244 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 391 | 155 | – | – | 546 | ||||||||||||||||
RMS 10 | 14.01-20.00% | 10 | 27 | – | – | 37 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 3 | 51 | – | – | 54 | ||||||||||||||||
RMS 14 | 100% | – | – | 36 | – | 36 | ||||||||||||||||
57,837 | 2,044 | 36 | – | 59,917 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 1,565 | – | – | – | 1,565 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 141 | – | – | – | 141 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
1,706 | – | – | – | 1,706 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 1,381 | 47 | – | – | 1,428 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | 360 | – | – | – | 360 | ||||||||||||||||
RMS 14 | 100% | – | – | 3 | – | 3 | ||||||||||||||||
1,741 | 47 | 3 | – | 1,791 | ||||||||||||||||||
Total Retail | 73,310 | 2,111 | 44 | 90 | 75,555 |
F-112 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Gross undrawn exposures (continued) | PD range |
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 51,632 | – | – | – | 51,632 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 6,501 | 693 | – | – | 7,194 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 126 | 297 | – | – | 423 | ||||||||||||||||
CMS 19 | 20.01-99.99% | 31 | 11 | – | – | 42 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 6 | – | 6 | ||||||||||||||||
58,290 | 1,001 | 6 | – | 59,297 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 246 | – | – | – | 246 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
246 | – | – | – | 246 | ||||||||||||||||||
CMS 1-10 | 0.00-0.50% | – | – | – | – | – | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
– | – | – | – | – | ||||||||||||||||||
Total loans and advances to customers | 131,846 | 3,112 | 50 | 90 | 135,098 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 73,310 | 2,111 | 44 | 90 | 75,555 | |||||||||||||||||
Commercial | 58,290 | 1,001 | 6 | – | 59,297 | |||||||||||||||||
Other | 246 | – | – | – | 246 | |||||||||||||||||
Total loans and advances to customers | 131,846 | 3,112 | 50 | 90 | 135,098 |
F-113 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Expected credit losses in respect of undrawn exposures | PD range |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased
or
originated credit-impaired £m |
Total
£m |
||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Loans and advances to customers: | ||||||||||||||||||||||
Retail - mortgages | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 1 | – | – | – | 1 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
1 | – | – | – | 1 | ||||||||||||||||||
Retail - unsecured | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 85 | 26 | – | – | 111 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | 5 | 10 | – | – | 15 | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | 3 | – | – | 3 | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | 10 | – | – | 10 | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
90 | 49 | – | – | 139 | ||||||||||||||||||
Retail - UK Motor Finance | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 2 | – | – | – | 2 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
2 | – | – | – | 2 | ||||||||||||||||||
Retail - Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 11 | 2 | – | – | 13 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
11 | 2 | – | – | 13 | ||||||||||||||||||
Total Retail | 104 | 51 | – | – | 155 |
F-114 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Purchased or | ||||||||||||||||||||||
originated | ||||||||||||||||||||||
Stage 1 | Stage 2 | Stage 3 | credit-impaired | Total | ||||||||||||||||||
Expected credit losses in respect of undrawn exposures (continued) | PD range | £m | £m | £m | £m | £m | ||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||
Commercial | ||||||||||||||||||||||
CMS 1-10 | 0.00-0.50% | 9 | – | – | – | 9 | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | 7 | 7 | – | – | 14 | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | 1 | 5 | – | – | 6 | ||||||||||||||||
CMS 19 | 20.01-99.99% | 1 | 1 | – | – | 2 | ||||||||||||||||
CMS 20-23 | 100% | – | – | 6 | – | 6 | ||||||||||||||||
18 | 13 | 6 | – | 37 | ||||||||||||||||||
Other | ||||||||||||||||||||||
RMS 1-6 | 0.00-4.50% | 1 | – | – | – | 1 | ||||||||||||||||
RMS 7-9 | 4.51-14.00% | – | – | – | – | – | ||||||||||||||||
RMS 10 | 14.01-20.00% | – | – | – | – | – | ||||||||||||||||
RMS 11-13 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
RMS 14 | 100% | – | – | – | – | – | ||||||||||||||||
1 | – | – | – | 1 | ||||||||||||||||||
CMS 1-10 | 0.00-0.50% | – | – | – | – | – | ||||||||||||||||
CMS 11-14 | 0.51-3.00% | – | – | – | – | – | ||||||||||||||||
CMS 15-18 | 3.01-20.00% | – | – | – | – | – | ||||||||||||||||
CMS 19 | 20.01-99.99% | – | – | – | – | – | ||||||||||||||||
CMS 20-23 | 100% | – | – | – | – | – | ||||||||||||||||
– | – | – | – | – | ||||||||||||||||||
Total loans and advances to customers | 123 | 64 | 6 | – | 193 | |||||||||||||||||
In respect of: | ||||||||||||||||||||||
Retail | 104 | 51 | – | – | 155 | |||||||||||||||||
Commercial | 18 | 13 | 6 | – | 37 | |||||||||||||||||
Other | 1 | – | – | – | 1 | |||||||||||||||||
Total loans and advances to customers | 123 | 64 | 6 | – | 193 |
F-115 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
DEBT SECURITIES HELD AT AMORTISED COST
An analysis by credit rating of the Group’s debt securities held at amortised cost is provided below:
2019 | 2018 | |||||||||||||||||||||||
Investment | Investment | |||||||||||||||||||||||
grade1 | Other2 | Total | grade1 | Other2 | Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Asset-backed securities: | ||||||||||||||||||||||||
Mortgage-backed securities | 3,007 | – | 3,007 | 3,263 | 9 | 3,272 | ||||||||||||||||||
Other asset-backed securities | 876 | – | 876 | 763 | 17 | 780 | ||||||||||||||||||
3,883 | – | 3,883 | 4,026 | 26 | 4,052 | |||||||||||||||||||
Corporate and other debt securities | 1,650 | 14 | 1,664 | 1,176 | 16 | 1,192 | ||||||||||||||||||
Gross exposure | 5,533 | 14 | 5,547 | 5,202 | 42 | 5,244 | ||||||||||||||||||
Allowance for impairment losses | (3 | ) | (6 | ) | ||||||||||||||||||||
Total debt securities held at amortised cost | 5,544 | 5,238 |
1 | Credit ratings equal to or better than ‘BBB’. |
2 | Other comprises sub-investment grade (31 December 2019: £nil; 31 December 2018: £6 million) and not rated (31 December 2019: £14 million; 31 December 2018: £36 million). |
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (EXCLUDING EQUITY SHARES)
An analysis of the Group’s financial assets at fair value through other comprehensive income is included in note 19. The credit quality of the Group’s financial assets at fair value through other comprehensive income (excluding equity shares) is set out below:
2019 | 2018 | |||||||||||||||||||||||
Investment | Investment | |||||||||||||||||||||||
grade1 | Other2 | Total | grade1 | Other2 | Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Debt securities: | ||||||||||||||||||||||||
Government securities | 13,084 | 14 | 13,098 | 18,971 | – | 18,971 | ||||||||||||||||||
Bank and building society certificates of deposit | – | – | – | 118 | – | 118 | ||||||||||||||||||
Asset-backed securities: | ||||||||||||||||||||||||
Mortgage-backed securities | 121 | – | 121 | 120 | – | 120 | ||||||||||||||||||
Other asset-backed securities | – | 60 | 60 | – | 131 | 131 | ||||||||||||||||||
121 | 60 | 181 | 120 | 131 | 251 | |||||||||||||||||||
Corporate and other debt securities | 11,036 | 15 | 11,051 | 4,934 | 217 | 5,151 | ||||||||||||||||||
Total debt securities | 24,241 | 89 | 24,330 | 24,143 | 348 | 24,491 | ||||||||||||||||||
Treasury and other bills | 535 | – | 535 | 303 | – | 303 | ||||||||||||||||||
Total financial assets at fair value through other comprehensive income | 24,776 | 89 | 24,865 | 24,446 | 348 | 24,794 |
1 | Credit ratings equal to or better than ‘BBB’. |
2 | Other comprises sub-investment grade (31 December 2019: £89 million; 31 December 2018: £85 million) and not rated (31 December 2019: £nil; 31 December 2018: £263 million). |
F-116 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
DEBT SECURITIES, TREASURY AND OTHER BILLS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
An analysis of the Group’s financial assets at fair value through profit or loss is included in note 14. The credit quality of the Group’s debt securities, treasury and other bills held at fair value through profit or loss is set out below:
2019 | 2018 | |||||||||||||||||||||||
Investment | Investment | |||||||||||||||||||||||
grade1 | Other2 | Total | grade1 | Other2 | Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Debt securities, treasury and other bills held at fair value through profit or loss | ||||||||||||||||||||||||
Trading assets: | ||||||||||||||||||||||||
Government securities | 6,791 | – | 6,791 | 7,192 | – | 7,192 | ||||||||||||||||||
Asset-backed securities: | ||||||||||||||||||||||||
Mortgage-backed securities | 1 | 5 | 6 | 10 | – | 10 | ||||||||||||||||||
Other asset-backed securities | 14 | 3 | 17 | 63 | – | 63 | ||||||||||||||||||
15 | 8 | 23 | 73 | – | 73 | |||||||||||||||||||
Corporate and other debt securities | 232 | 1 | 233 | 228 | 19 | 247 | ||||||||||||||||||
Total held as trading assets | 7,038 | 9 | 7,047 | 7,493 | 19 | 7,512 | ||||||||||||||||||
Other assets held at fair value through profit or loss: | ||||||||||||||||||||||||
Government securities | 12,044 | 19 | 12,063 | 10,903 | – | 10,903 | ||||||||||||||||||
Other public sector securities | 2,118 | 8 | 2,126 | 2,059 | 5 | 2,064 | ||||||||||||||||||
Bank and building society certificates of deposit | 984 | – | 984 | 1,105 | – | 1,105 | ||||||||||||||||||
Asset-backed securities: | ||||||||||||||||||||||||
Mortgage-backed securities | 452 | 10 | 462 | 208 | 7 | 215 | ||||||||||||||||||
Other asset-backed securities | 241 | – | 241 | 283 | 3 | 286 | ||||||||||||||||||
693 | 10 | 703 | 491 | 10 | 501 | |||||||||||||||||||
Corporate and other debt securities | 15,932 | 2,051 | 17,983 | 16,141 | 1,922 | 18,063 | ||||||||||||||||||
Total debt securities held at fair value through profit or loss | 31,771 | 2,088 | 33,859 | 30,699 | 1,937 | 32,636 | ||||||||||||||||||
Treasury bills and other bills | 19 | – | 19 | 20 | – | 20 | ||||||||||||||||||
Total other assets held at fair value through profit or loss | 31,790 | 2,088 | 33,878 | 30,719 | 1,937 | 32,656 | ||||||||||||||||||
Total held at fair value through profit or loss | 38,828 | 2,097 | 40,925 | 38,212 | 1,956 | 40,168 |
1 | Credit ratings equal to or better than ‘BBB’. |
2 | Other comprises sub-investment grade (2019: £251 million; 2018: £411 million) and not rated (2019: £1,846 million; 2018: £1,545 million). |
Credit risk in respect of trading and other financial assets at fair value through profit or loss held within the Group’s unit-linked funds is borne by the policyholders and credit risk in respect of with-profits funds is largely borne by the policyholders. Consequently, the Group has no significant exposure to credit risk for such assets which back those contract liabilities.
DERIVATIVE ASSETS
An analysis of derivative assets is given in note 17. The Group reduces exposure to credit risk by using master netting agreements and by obtaining collateral in the form of cash or highly liquid securities. In respect of the Group’s net credit risk relating to derivative assets of £11,673 million (2018: £9,268 million), cash collateral of £7,650 million (2018: £6,039 million) was held and a further £274 million was due from OECD banks (2018: £213 million).
2019 | 2018 | |||||||||||||||||||||||
Investment | Investment | |||||||||||||||||||||||
grade1 | Other2 | Total | grade1 | Other2 | Total | |||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
Trading and other | 22,991 | 2,142 | 25,133 | 19,797 | 2,235 | 22,032 | ||||||||||||||||||
Hedging | 1,178 | 58 | 1,236 | 1,534 | 29 | 1,563 | ||||||||||||||||||
Total derivative financial instruments | 24,169 | 2,200 | 26,369 | 21,331 | 2,264 | 23,595 |
1 | Credit ratings equal to or better than ‘BBB’. |
2 | Other comprises sub-investment grade (2019: £1,555 million; 2018: £1,920 million) and not rated (2019: £645 million; 2018: £344 million). |
FINANCIAL GUARANTEES AND IRREVOCABLE LOAN COMMITMENTS
Financial guarantees represent undertakings that the Group will meet a customer’s obligation to third parties if the customer fails to do so. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans, guarantees or letters of credit. The Group is theoretically exposed to loss in an amount equal to the total guarantees or unused commitments, however, the likely amount of loss is expected to be significantly less; most commitments to extend credit are contingent upon customers maintaining specific credit standards.
(D) COLLATERAL HELD AS SECURITY FOR FINANCIAL ASSETS
A general description of collateral held as security in respect of financial instruments is provided on page 53. The Group holds collateral against loans and advances and irrevocable loan commitments; qualitative and, where appropriate, quantitative information is provided in respect of this collateral below. Collateral held as security for financial assets at fair value through profit or loss and for derivative assets is also shown below.
F-117 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
The Group holds collateral in respect of loans and advances to banks and customers as set out below. The Group does not hold collateral against debt securities, comprising asset-backed securities and corporate and other debt securities, which are classified as financial assets held at amortised cost.
LOANS AND ADVANCES TO BANKS
There were reverse repurchase agreements which are accounted for as collateralised loans within loans and advances to banks with a carrying value of £1,555 million (2018: £461 million), against which the Group held collateral with a fair value of £1,516 million (2018: £481 million).
These transactions were generally conducted under terms that are usual and customary for standard secured lending activities.
LOANS AND ADVANCES TO CUSTOMERS
Retail lending
Mortgages
An analysis by loan-to-value ratio of the Group’s residential mortgage lending is provided below. The value of collateral used in determining the loan-to-value ratios has been estimated based upon the last actual valuation, adjusted to take into account subsequent movements in house prices, after making allowances for indexation error and dilapidations.
In some circumstances, where the discounted value of the estimated net proceeds from the liquidation of collateral (i.e. net of costs, expected haircuts and anticipated changes in the value of the collateral to the point of sale) is greater than the estimated exposure at default, no credit losses are expected and no ECL allowance is recognised.
As at 31 December 2019 | As at 31 December 2018 | |||||||||||||||||||||||||||||||||||||||
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased
or originated credit- impaired £m |
Total gross
£m |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased
or originated credit- impaired £m |
Total gross
£m |
|||||||||||||||||||||||||||||||
Drawn balances | ||||||||||||||||||||||||||||||||||||||||
Less than 70 per cent | 179,566 | 13,147 | 1,174 | 10,728 | 204,615 | 185,556 | 10,728 | 1,035 | 11,846 | 209,165 | ||||||||||||||||||||||||||||||
70 per cent to 80 per cent | 44,384 | 2,343 | 181 | 1,751 | 48,659 | 41,827 | 1,802 | 190 | 1,884 | 45,703 | ||||||||||||||||||||||||||||||
80 per cent to 90 per cent | 27,056 | 1,057 | 86 | 677 | 28,876 | 24,854 | 832 | 95 | 1,032 | 26,813 | ||||||||||||||||||||||||||||||
90 per cent to 100 per cent | 5,663 | 199 | 34 | 207 | 6,103 | 4,957 | 164 | 39 | 302 | 5,462 | ||||||||||||||||||||||||||||||
Greater than 100 per cent | 374 | 189 | 31 | 351 | 945 | 603 | 128 | 34 | 327 | 1,092 | ||||||||||||||||||||||||||||||
Total | 257,043 | 16,935 | 1,506 | 13,714 | 289,198 | 257,797 | 13,654 | 1,393 | 15,391 | 288,235 |
As at 31 December 2019 | As at 31 December 2018 | |||||||||||||||||||||||||||||||||||||||
Stage
1
£m |
Stage
2
£m |
Stage
3
£m |
Purchased
or originated credit- impaired £m |
Total
£m |
Stage 1
£m |
Stage 2
£m |
Stage 3
£m |
Purchased
or originated credit- impaired £m |
Total
£m |
|||||||||||||||||||||||||||||||
Expected credit losses on drawn balances | ||||||||||||||||||||||||||||||||||||||||
Less than 70 per cent | 6 | 104 | 41 | 44 | 195 | 3 | 94 | 34 | 19 | 150 | ||||||||||||||||||||||||||||||
70 per cent to 80 per cent | 7 | 75 | 29 | 38 | 149 | 11 | 51 | 24 | 12 | 98 | ||||||||||||||||||||||||||||||
80 per cent to 90 per cent | 7 | 58 | 25 | 23 | 113 | 14 | 47 | 27 | 16 | 104 | ||||||||||||||||||||||||||||||
90 per cent to 100 per cent | 2 | 17 | 12 | 10 | 41 | 4 | 16 | 14 | 9 | 43 | ||||||||||||||||||||||||||||||
Greater than 100 per cent | 1 | 27 | 15 | 27 | 70 | 5 | 18 | 19 | 22 | 64 | ||||||||||||||||||||||||||||||
Total | 23 | 281 | 122 | 142 | 568 | 37 | 226 | 118 | 78 | 459 |
Other
The majority of non-mortgage retail lending is unsecured. At 31 December 2019, Stage 3 non-mortgage lending amounted to £610 million, net of an impairment allowance of £368 million (2018: £631 million, net of an impairment allowance of £366 million).
Stage 1 and Stage 2 non-mortgage retail lending amounted to £54,042 million (2018: £52,450 million). Lending decisions are predominantly based on an obligor’s ability to repay from normal business operations rather than reliance on the disposal of any security provided. Collateral values are rigorously assessed at the time of loan origination and are thereafter monitored in accordance with business unit credit policy.
The Group credit risk disclosures for unimpaired non-mortgage retail lending report assets gross of collateral and therefore disclose the maximum loss exposure. The Group believes that this approach is appropriate.
Commercial lending
Reverse repurchase transactions
At 31 December 2019 there were reverse repurchase agreements which were accounted for as collateralised loans with a carrying value of £54,600 million (2018: £40,483 million), against which the Group held collateral with a fair value of £52,982 million (2018: £42,339 million), all of which the Group was able to repledge. There were no collateral balances in the form of cash provided in respect of reverse repurchase agreements included in these amounts (2018: £nil). These transactions were generally conducted under terms that are usual and customary for standard secured lending activities.
Stage 3 secured lending
The value of collateral is re-evaluated and its legal soundness re-assessed if there is observable evidence of distress of the borrower; this evaluation is used to determine potential loss allowances and management’s strategy to try to either repair the business or recover the debt.
F-118 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
At 31 December 2019, Stage 3 secured commercial lending amounted to £966 million, net of an impairment allowance of £243 million (2018: £658 million, net of an impairment allowance of £215 million). The fair value of the collateral held in respect of impaired secured commercial lending was £744 million (2018: £590 million). In determining the fair value of collateral, no specific amounts have been attributed to the costs of realisation. For the purposes of determining the total collateral held by the Group in respect of impaired secured commercial lending, the value of collateral for each loan has been limited to the principal amount of the outstanding advance in order to eliminate the effects of any over-collateralisation and to provide a clearer representation of the Group’s exposure.
Stage 3 secured commercial lending and associated collateral relates to lending to property companies and to customers in the financial, business and other services; transport, distribution and hotels; and construction industries.
Stage 1 and Stage 2 secured lending
For Stage 1 and Stage 2 secured commercial lending, the Group reports assets gross of collateral and therefore discloses the maximum loss exposure. The Group believes that this approach is appropriate as collateral values at origination and during a period of good performance may not be representative of the value of collateral if the obligor enters a distressed state.
Stage 1 and Stage 2 secured commercial lending is predominantly managed on a cash flow basis. On occasion, it may include an assessment of underlying collateral, although, for Stage 3 lending, this will not always involve assessing it on a fair value basis. No aggregated collateral information for the entire unimpaired secured commercial lending portfolio is provided to key management personnel.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (EXCLUDING EQUITY SHARES)
Included in financial assets at fair value through profit or loss are reverse repurchase agreements treated as collateralised loans with a carrying value of £11,269 million (2018: £28,356 million). Collateral is held with a fair value of £11,081 million (2018: £36,101 million), all of which the Group is able to repledge. At 31 December 2019, £9,605 million had been repledged (2018: £31,013 million).
In addition, securities held as collateral in the form of stock borrowed amounted to £32,888 million (2018: £51,202 million). Of this amount, £30,594 million (2018: £49,233 million) had been resold or repledged as collateral for the Group’s own transactions.
These transactions were generally conducted under terms that are usual and customary for standard secured lending activities.
DERIVATIVE ASSETS, AFTER OFFSETTING OF AMOUNTS UNDER MASTER NETTING ARRANGEMENTS
The Group reduces exposure to credit risk by using master netting agreements and by obtaining collateral in the form of cash or highly liquid securities. In respect of the net derivative assets after offsetting of amounts under master netting arrangements of £11,673 million (2018: £9,268 million), cash collateral of £7,650 million (2018: £6,039 million) was held.
IRREVOCABLE LOAN COMMITMENTS AND OTHER CREDIT-RELATED CONTINGENCIES
At 31 December 2019, the Group held irrevocable loan commitments and other credit-related contingencies of £66,398 million (2018: £68,135 million). Collateral is held as security, in the event that lending is drawn down, on £12,391 million (2018: £10,661 million) of these balances.
COLLATERAL REPOSSESSED
During the year, £413 million of collateral was repossessed (2018: £245 million), consisting primarily of residential property.
In respect of retail portfolios, the Group does not take physical possession of properties or other assets held as collateral and uses external agents to realise the value as soon as practicable, generally at auction, to settle indebtedness. Any surplus funds are returned to the borrower or are otherwise dealt with in accordance with appropriate insolvency regulations. In certain circumstances the Group takes physical possession of assets held as collateral against commercial lending. In such cases, the assets are carried on the Group’s balance sheet and are classified according to the Group’s accounting policies.
(E) COLLATERAL PLEDGED AS SECURITY
The Group pledges assets primarily for repurchase agreements and securities lending transactions which are generally conducted under terms that are usual and customary for standard securitised borrowing contracts.
REPURCHASE TRANSACTIONS
Deposits from banks
Included in deposits from banks are balances arising from repurchase transactions of £18,105 million (2018: £21,170 million); the fair value of the collateral provided under these agreements at 31 December 2019 was £17,545 million (2018: £19,615 million).
Customer deposits
Included in customer deposits are balances arising from repurchase transactions of £9,530 million (2018: £1,818 million); the fair value of the collateral provided under these agreements at 31 December 2019 was £9,221 million (2018: £1,710 million).
Financial liabilities at fair value through profit or loss
The fair value of collateral pledged in respect of repurchase transactions, accounted for as secured borrowing, where the secured party is permitted by contract or custom to repledge was £8,324 million (2018: £28,438 million).
SECURITIES LENDING TRANSACTIONS
The following on balance sheet financial assets have been lent to counterparties under securities lending transactions:
2019
£m |
2018
£m |
|||||||
Financial assets at fair value through profit or loss | 5,857 | 5,837 | ||||||
Financial assets at fair value through other comprehensive income | 2,020 | 1,917 | ||||||
7,877 | 7,754 |
SECURITISATIONS AND COVERED BONDS
In addition to the assets detailed above, the Group also holds assets that are encumbered through the Group’s asset-backed conduits and its securitisation and covered bond programmes. Further details of these assets are provided in note 31.
F-119 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Liquidity risk
Liquidity risk is defined as the risk that the Group has insufficient financial resources to meet its commitments as they fall due, or can only secure them at excessive cost. Liquidity risk is managed through a series of measures, tests and reports that are primarily based on contractual maturity. The Group carries out monthly stress testing of its liquidity position against a range of scenarios, including those prescribed by the PRA. The Group’s liquidity risk appetite is also calibrated against a number of stressed liquidity metrics.
The table below analyses assets and liabilities of the Group into relevant maturity groupings based on the remaining contractual period at the balance sheet date; balances with no fixed maturity are included in the over 5 years category. Certain balances, included in the table below on the basis of their residual maturity, are repayable on demand upon payment of a penalty.
(A) MATURITIES OF ASSETS AND LIABILITIES
Up to
1 month £m |
1-3
months £m |
3-6
months £m |
6-9
months £m |
9-12
months £m |
1-2
years £m |
2-5
years £m |
Over 5
years £m |
Total
£m |
||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Cash and balances at central banks | 55,128 | 2 | – | – | – | – | – | – | 55,130 | |||||||||||||||||||||||||||
Financial assets at fair value through profit or loss | 7,195 | 3,689 | 3,016 | 1,710 | 451 | 2,801 | 5,385 | 135,942 | 160,189 | |||||||||||||||||||||||||||
Derivative financial instruments | 583 | 739 | 627 | 404 | 336 | 1,294 | 2,763 | 19,623 | 26,369 | |||||||||||||||||||||||||||
Loans and advances to banks | 4,953 | 1,017 | 265 | 124 | 91 | 26 | – | 3,299 | 9,775 | |||||||||||||||||||||||||||
Loans and advances to customers | 35,973 | 26,036 | 23,283 | 12,626 | 11,425 | 29,917 | 74,416 | 281,312 | 494,988 | |||||||||||||||||||||||||||
Debt securities held at amortised cost | 131 | 19 | – | – | – | 74 | 3,085 | 2,235 | 5,544 | |||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income | 111 | 179 | 729 | 102 | 234 | 2,929 | 12,809 | 7,999 | 25,092 | |||||||||||||||||||||||||||
Other assets | 2,224 | 1,155 | 533 | 160 | 520 | 568 | 1,218 | 50,428 | 56,806 | |||||||||||||||||||||||||||
Total assets | 106,298 | 32,836 | 28,453 | 15,126 | 13,057 | 37,609 | 99,676 | 500,838 | 833,893 | |||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||||||
Deposits from banks | 4,530 | 2,715 | 267 | 85 | 55 | 15,686 | 433 | 4,408 | 28,179 | |||||||||||||||||||||||||||
Customer deposits | 382,885 | 12,945 | 6,716 | 4,377 | 3,207 | 6,742 | 1,752 | 2,696 | 421,320 | |||||||||||||||||||||||||||
Derivative financial instruments and financial liabilities at fair value through profit or loss | 5,182 | 6,101 | 2,579 | 784 | 528 | 1,644 | 5,238 | 25,209 | 47,265 | |||||||||||||||||||||||||||
Debt securities in issue | 4,070 | 9,159 | 7,135 | 7,418 | 1,963 | 13,618 | 30,897 | 23,429 | 97,689 | |||||||||||||||||||||||||||
Liabilities arising from insurance and investment contracts | 1,213 | 1,658 | 2,370 | 2,348 | 2,882 | 9,028 | 24,870 | 104,539 | 148,908 | |||||||||||||||||||||||||||
Other liabilities | 4,541 | 1,914 | 772 | 893 | 1,682 | 898 | 906 | 13,990 | 25,596 | |||||||||||||||||||||||||||
Subordinated liabilities | – | 1,339 | 96 | 1,137 | 108 | 575 | 4,105 | 9,770 | 17,130 | |||||||||||||||||||||||||||
Total liabilities | 402,421 | 35,831 | 19,935 | 17,042 | 10,425 | 48,191 | 68,201 | 184,041 | 786,087 | |||||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Cash and balances at central banks | 54,662 | 1 | – | – | – | – | – | – | 54,663 | |||||||||||||||||||||||||||
Financial assets at fair value through profit or loss | 10,686 | 8,826 | 8,492 | 5,133 | 2,587 | 2,090 | 5,467 | 115,248 | 158,529 | |||||||||||||||||||||||||||
Derivative financial instruments | 579 | 688 | 418 | 336 | 441 | 1,064 | 3,075 | 16,994 | 23,595 | |||||||||||||||||||||||||||
Loans and advances to banks | 2,594 | 520 | 584 | 172 | 203 | 160 | – | 2,050 | 6,283 | |||||||||||||||||||||||||||
Loans and advances to customers | 36,326 | 19,383 | 18,415 | 14,378 | 11,318 | 30,459 | 72,028 | 282,551 | 484,858 | |||||||||||||||||||||||||||
Debt securities held as at amortised cost | 7 | – | – | 521 | – | – | 2,262 | 2,448 | 5,238 | |||||||||||||||||||||||||||
Financial assets at fair value through other comprehensive income | 166 | 453 | 249 | 800 | 1,685 | 2,536 | 11,496 | 7,430 | 24,815 | |||||||||||||||||||||||||||
Other assets | 2,667 | 1,552 | 196 | 238 | 219 | 387 | 1,118 | 33,240 | 39,617 | |||||||||||||||||||||||||||
Total assets | 107,687 | 31,423 | 28,354 | 21,578 | 16,453 | 36,696 | 95,446 | 459,961 | 797,598 | |||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||||||
Deposits from banks | 2,793 | 1,688 | 748 | 54 | 45 | 4,758 | 16,052 | 4,182 | 30,320 | |||||||||||||||||||||||||||
Customer deposits | 380,753 | 10,623 | 5,628 | 4,543 | 4,431 | 6,421 | 3,244 | 2,423 | 418,066 | |||||||||||||||||||||||||||
Derivative financial instruments and financial liabilities at fair value through profit or loss | 5,160 | 11,877 | 5,048 | 1,663 | 522 | 1,104 | 4,108 | 22,438 | 51,920 | |||||||||||||||||||||||||||
Debt securities in issue | 4,172 | 5,692 | 9,007 | 4,668 | 1,694 | 13,062 | 28,676 | 24,197 | 91,168 | |||||||||||||||||||||||||||
Liabilities arising from insurance and investment contracts | 1,844 | 1,850 | 2,316 | 2,302 | 2,104 | 7,995 | 20,986 | 73,330 | 112,727 | |||||||||||||||||||||||||||
Other liabilities | 4,403 | 3,201 | 733 | 1,182 | 1,383 | 756 | 232 | 13,652 | 25,542 | |||||||||||||||||||||||||||
Subordinated liabilities | 85 | 145 | 95 | 251 | – | 2,600 | 2,559 | 11,921 | 17,656 | |||||||||||||||||||||||||||
Total liabilities | 399,210 | 35,076 | 23,575 | 14,663 | 10,179 | 36,696 | 75,857 | 152,143 | 747,399 |
F-120 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
The above tables are provided on a contractual basis. The Group’s assets and liabilities may be repaid or otherwise mature earlier or later than implied by their contractual terms and readers are, therefore, advised to use caution when using this data to evaluate the Group’s liquidity position. In particular, amounts in respect of customer deposits are usually contractually payable on demand or at short notice. However, in practice, these deposits are not usually withdrawn on their contractual maturity.
The table below analyses financial instrument liabilities of the Group, excluding those arising from insurance and participating investment contracts, on an undiscounted future cash flow basis according to contractual maturity, into relevant maturity groupings based on the remaining period at the balance sheet date; balances with no fixed maturity are included in the over 5 years category.
Up
to
1 month £m |
1-3
months £m |
3-12
months £m |
1-5
years £m |
Over
5
years £m |
Total
£m |
|||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||
Deposits from banks | 5,009 | 2,564 | 762 | 20,066 | 317 | 28,718 | ||||||||||||||||||
Customer deposits | 385,864 | 14,433 | 14,327 | 10,661 | 1,393 | 426,678 | ||||||||||||||||||
Financial liabilities at fair value through profit or loss | 4,370 | 5,543 | 2,255 | 2,690 | 14,653 | 29,511 | ||||||||||||||||||
Debt securities in issue | 5,335 | 9,858 | 19,205 | 54,638 | 36,321 | 125,357 | ||||||||||||||||||
Liabilities arising from non-participating investment contracts | 37,459 | – | – | – | – | 37,459 | ||||||||||||||||||
Other liabilities (Lease liabilities) | 2 | 61 | 190 | 803 | 946 | 2,002 | ||||||||||||||||||
Subordinated liabilities | 942 | 1,462 | 1,918 | 7,837 | 14,857 | 27,016 | ||||||||||||||||||
Total non-derivative financial liabilities | 438,981 | 33,921 | 38,657 | 96,695 | 68,487 | 676,741 | ||||||||||||||||||
Derivative financial liabilities: | ||||||||||||||||||||||||
Gross settled derivatives – outflows | 43,118 | 44,379 | 34,012 | 36,012 | 18,238 | 175,759 | ||||||||||||||||||
Gross settled derivatives – inflows | (40,829 | ) | (42,954 | ) | (32,966 | ) | (34,758 | ) | (17,753 | ) | (169,260 | ) | ||||||||||||
Gross settled derivatives – net flows | 2,289 | 1,425 | 1,046 | 1,254 | 485 | 6,499 | ||||||||||||||||||
Net settled derivatives liabilities | 23,648 | 48 | 122 | 700 | 2,201 | 26,719 | ||||||||||||||||||
Total derivative financial liabilities | 25,937 | 1,473 | 1,168 | 1,954 | 2,686 | 33,218 | ||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||
Deposits from banks | 2,820 | 2,710 | 1,022 | 20,920 | 3,502 | 30,974 | ||||||||||||||||||
Customer deposits | 380,985 | 10,584 | 14,169 | 11,634 | 1,554 | 418,926 | ||||||||||||||||||
Financial liabilities at fair value through profit or loss | 9,693 | 10,984 | 7,553 | 930 | 10,771 | 39,931 | ||||||||||||||||||
Debt securities in issue | 5,942 | 7,314 | 22,564 | 48,233 | 24,201 | 108,254 | ||||||||||||||||||
Liabilities arising from non-participating investment contracts | 13,853 | – | – | – | – | 13,853 | ||||||||||||||||||
Subordinated liabilities | 247 | 1,017 | 1,144 | 8,231 | 19,328 | 29,967 | ||||||||||||||||||
Total non-derivative financial liabilities | 413,540 | 32,609 | 46,452 | 89,948 | 59,356 | 641,905 | ||||||||||||||||||
Derivative financial liabilities: | ||||||||||||||||||||||||
Gross settled derivatives – outflows | 39,165 | 27,976 | 23,978 | 43,239 | 33,763 | 168,121 | ||||||||||||||||||
Gross settled derivatives – inflows | (38,301 | ) | (27,283 | ) | (23,134 | ) | (40,690 | ) | (28,933 | ) | (158,341 | ) | ||||||||||||
Gross settled derivatives – net flows | 864 | 693 | 844 | 2,549 | 4,830 | 9,780 | ||||||||||||||||||
Net settled derivatives liabilities | 13,511 | 103 | 209 | 782 | 2,193 | 16,798 | ||||||||||||||||||
Total derivative financial liabilities | 14,375 | 796 | 1,053 | 3,331 | 7,023 | 26,578 |
The majority of the Group’s non-participating investment contract liabilities are unit-linked. These unit-linked products are invested in accordance with unit fund mandates. Clauses are included in policyholder contracts to permit the deferral of sales, where necessary, so that linked assets can be realised without being a forced seller.
The principal amount for undated subordinated liabilities with no redemption option is included within the over five years column; interest of approximately £29 million (2018: £27 million) per annum which is payable in respect of those instruments for as long as they remain in issue is not included beyond five years.
F-121 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 53: FINANCIAL RISK MANAGEMENT continued
Further information on the Group’s liquidity exposures is provided on pages 94 to 100.
Liabilities arising from insurance and participating investment contracts are analysed on a behavioural basis, as permitted by IFRS 4, as follows:
Up
to
1 month £m |
1-3
months £m |
3-12
months £m |
1-5
years £m |
Over
5
years £m |
Total
£m |
|||||||||||||||||||
At 31 December 2019 | 1,340 | 1,240 | 5,378 | 25,349 | 78,142 | 111,449 | ||||||||||||||||||
At 31 December 2018 | 1,667 | 1,624 | 5,925 | 25,414 | 64,244 | 98,874 |
For insurance and participating investment contracts which are neither unit-linked nor in the Group’s with-profit funds, in particular annuity liabilities, the aim is to invest in assets such that the cash flows on investments match those on the projected future liabilities.
The following tables set out the amounts and residual maturities of the Group’s off balance sheet contingent liabilities, commitments and guarantees.
Up to
1 month £m |
1-3
months £m |
3-6
months £m |
6-9
months £m |
9-12
months £m |
1-3
years £m |
3-5
years £m |
Over 5
years £m |
Total
£m |
||||||||||||||||||||||||||||
At 31 December 2019 | ||||||||||||||||||||||||||||||||||||
Acceptances and endorsements | 25 | 24 | 4 | – | 21 | – | – | – | 74 | |||||||||||||||||||||||||||
Other contingent liabilities | 381 | 409 | 387 | 177 | 207 | 475 | 101 | 683 | 2,820 | |||||||||||||||||||||||||||
Total contingent liabilities | 406 | 433 | 391 | 177 | 228 | 475 | 101 | 683 | 2,894 | |||||||||||||||||||||||||||
Lending commitments and guarantees | 68,638 | 2,682 | 15,297 | 4,637 | 7,367 | 17,365 | 14,114 | 3,264 | 133,364 | |||||||||||||||||||||||||||
Other commitments | – | 1 | 16 | 5 | – | 72 | 43 | 52 | 189 | |||||||||||||||||||||||||||
Total commitments and guarantees | 68,638 | 2,683 | 15,313 | 4,642 | 7,367 | 17,437 | 14,157 | 3,316 | 133,553 | |||||||||||||||||||||||||||
Total contingents, commitments and guarantees | 69,044 | 3,116 | 15,704 | 4,819 | 7,595 | 17,912 | 14,258 | 3,999 | 136,447 | |||||||||||||||||||||||||||
At 31 December 2018 | ||||||||||||||||||||||||||||||||||||
Acceptances and endorsements | 64 | 83 | 34 | 13 | – | – | – | – | 194 | |||||||||||||||||||||||||||
Other contingent liabilities | 450 | 484 | 203 | 223 | 150 | 665 | 133 | 749 | 3,057 | |||||||||||||||||||||||||||
Total contingent liabilities | 514 | 567 | 237 | 236 | 150 | 665 | 133 | 749 | 3,251 | |||||||||||||||||||||||||||
Lending commitments and guarantees | 67,055 | 2,947 | 4,474 | 6,055 | 16,123 | 17,737 | 15,374 | 4,602 | 134,367 | |||||||||||||||||||||||||||
Other commitments | 428 | – | – | 2 | 92 | 20 | 13 | 176 | 731 | |||||||||||||||||||||||||||
Total commitments and guarantees | 67,483 | 2,947 | 4,474 | 6,057 | 16,215 | 17,757 | 15,387 | 4,778 | 135,098 | |||||||||||||||||||||||||||
Total contingents, commitments and guarantees | 67,997 | 3,514 | 4,711 | 6,293 | 16,365 | 18,422 | 15,520 | 5,527 | 138,349 |
NOTE 54: CONSOLIDATED CASH FLOW STATEMENT
(A) Change in operating assets
2019
£m |
2018
£m |
2017
£m |
||||||||||
Change in financial assets held at amortised cost | (12,423 | ) | (27,038 | ) | (24,747 | ) | ||||||
Change in derivative financial instruments and financial assets at fair value through profit or loss | 3,887 | 22,046 | 9,916 | |||||||||
Change in other operating assets | (2,513 | ) | 520 | (661 | ) | |||||||
Change in operating assets | (11,049 | ) | (4,472 | ) | (15,492 | ) | ||||||
(B) Change in operating liabilities | ||||||||||||
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Change in deposits from banks | (2,140 | ) | 515 | 13,415 | ||||||||
Change in customer deposits | 3,248 | (322 | ) | 2,913 | ||||||||
Change in debt securities in issue | 6,631 | 18,579 | (3,600 | ) | ||||||||
Change in derivative financial instruments and liabilities at fair value through profit or loss | (5,078 | ) | (24,606 | ) | (12,481 | ) | ||||||
Change in investment contract liabilities | 2,625 | (1,594 | ) | (4,665 | ) | |||||||
Change in other operating liabilities1 | (1,644 | ) | (1,245 | ) | 136 | |||||||
Change in operating liabilities | 3,642 | (8,673 | ) | (4,282 | ) |
1 | Includes £82 million (2018: £27 million; 2017: £2 million) in respect of lease liabilities. |
F-122 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 54: CONSOLIDATED CASH FLOW STATEMENT continued
(C) Non-cash and other items
2019
£m |
2018
£m |
2017
£m |
||||||||||
Depreciation and amortisation | 2,660 | 2,405 | 2,370 | |||||||||
Revaluation of investment properties | 108 | (139 | ) | (230 | ) | |||||||
Allowance for loan losses | 1,312 | 1,024 | 691 | |||||||||
Write-off of allowance for loan losses, net of recoveries | (1,458 | ) | (1,025 | ) | (1,061 | ) | ||||||
Impairment charge relating to undrawn balances | (15 | ) | (73 | ) | (9 | ) | ||||||
Impairment of financial assets at fair value through other comprehensive income (2017: available-for-sale financial assets) | (1 | ) | (14 | ) | 6 | |||||||
Change in insurance contract liabilities | 12,593 | (4,547 | ) | 9,168 | ||||||||
Payment protection insurance provision | 2,450 | 750 | 1,300 | |||||||||
Other regulatory provisions | 445 | 600 | 865 | |||||||||
Other provision movements | (165 | ) | (518 | ) | (8 | ) | ||||||
Net charge (credit) in respect of defined benefit schemes | 245 | 405 | 369 | |||||||||
Unwind of discount on impairment allowances | (53 | ) | (44 | ) | (23 | ) | ||||||
Foreign exchange impact on balance sheet1 | 533 | 191 | 125 | |||||||||
Interest expense on subordinated liabilities | 1,228 | 1,388 | 1,436 | |||||||||
Net gain on sale of financial assets at fair value through other comprehensive income (2017: available-for-sale financial assets) | (196 | ) | (275 | ) | (446 | ) | ||||||
Hedging valuation adjustments on subordinated debt | 440 | (429 | ) | (327 | ) | |||||||
Value of employee services | 236 | 260 | 414 | |||||||||
Transactions in own shares | (3 | ) | 40 | (411 | ) | |||||||
Accretion of discounts and amortisation of premiums and issue costs | 445 | 1,947 | 1,701 | |||||||||
Share of post-tax results of associates and joint ventures | (6 | ) | (9 | ) | (6 | ) | ||||||
Gain on establishment of joint venture | (244 | ) | – | – | ||||||||
Transfers to income statement from reserves | (608 | ) | (701 | ) | (650 | ) | ||||||
Profit on disposal of tangible fixed assets | (32 | ) | (104 | ) | (120 | ) | ||||||
Other non-cash items | (35 | ) | (34 | ) | – | |||||||
Total non-cash items | 19,879 | 1,098 | 15,154 | |||||||||
Contributions to defined benefit schemes | (1,069 | ) | (868 | ) | (587 | ) | ||||||
Payments in respect of payment protection insurance provision | (2,461 | ) | (2,104 | ) | (1,657 | ) | ||||||
Payments in respect of other regulatory provisions | (778 | ) | (1,032 | ) | (928 | ) | ||||||
Other | 2 | 14 | – | |||||||||
Total other items | (4,306 | ) | (3,990 | ) | (3,172 | ) | ||||||
Non-cash and other items | 15,573 | (2,892 | ) | 11,982 |
1 | When considering the movement on each line of the balance sheet, the impact of foreign exchange rate movements is removed in order to show the underlying cash impact. |
(D) Analysis of cash and cash equivalents as shown in the balance sheet
2019 | 2018 | 2017 | ||||||||||
£m | £m | £m | ||||||||||
Cash and balances at central banks | 55,130 | 54,663 | 58,521 | |||||||||
Less: mandatory reserve deposits1 | (3,289 | ) | (2,553 | ) | (957 | ) | ||||||
51,841 | 52,110 | 57,564 | ||||||||||
Loans and advances to banks | 9,775 | 6,283 | 6,611 | |||||||||
Less: amounts with a maturity of three months or more | (3,805 | ) | (3,169 | ) | (3,193 | ) | ||||||
5,970 | 3,114 | 3,418 | ||||||||||
Total cash and cash equivalents | 57,811 | 55,224 | 60,982 |
1 | Mandatory reserve deposits are held with local central banks in accordance with statutory requirements; these deposits are not available to finance the Group’s day-to-day operations. |
Included within cash and cash equivalents at 31 December 2019 is £49 million (31 December 2018: £40 million; 1 January 2018 £48 million; 31 December 2017: £2,322 million) held within the Group’s long-term insurance and investments businesses, which is not immediately available for use in the business.
F-123 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 54: CONSOLIDATED CASH FLOW STATEMENT continued
(E) Acquisition of group undertakings and businesses
2019
£m |
2018
£m |
2017
£m |
||||||||||
Net assets acquired: | ||||||||||||
Cash and cash equivalents | – | – | 123 | |||||||||
Loans and advances to customers | – | – | 7,811 | |||||||||
Available-for-sale financial assets | 16 | |||||||||||
Financial assets at fair value through profit or loss | 7,350 | – | – | |||||||||
Assets arising from reinsurance contracts held | 13,616 | – | – | |||||||||
Intangible assets | – | 21 | 702 | |||||||||
Property, plant and equipment | – | – | 6 | |||||||||
Other assets | 29 | 6 | 414 | |||||||||
Deposits from banks1 | – | – | (6,431 | ) | ||||||||
Liabilities arising from non-participating investment contracts | (20,981 | ) | – | – | ||||||||
Other liabilities | (8 | ) | (1 | ) | (927 | ) | ||||||
Goodwill arising on acquisition | 14 | – | 302 | |||||||||
Cash consideration | 20 | 26 | 2,016 | |||||||||
Less: Cash and cash equivalents acquired | – | – | (123 | ) | ||||||||
Net cash outflow arising from acquisition of subsidiaries and businesses | 20 | 26 | 1,893 | |||||||||
Acquisition of and additional investment in joint ventures | 1 | 23 | 30 | |||||||||
Net cash outflow from acquisitions in the year | 21 | 49 | 1,923 |
1 | Upon acquisition in 2017, the funding of MBNA was assumed by Lloyds Bank plc. |
(F) Disposal and closure of group undertakings and businesses
2019
£m |
2018
£m |
2017
£m |
||||||||||
Loans and advances to customers | – | – | 342 | |||||||||
Non-controlling interests | – | – | (242 | ) | ||||||||
Other net assets (liabilities) | – | 1 | 29 | |||||||||
– | 1 | 129 | ||||||||||
Net assets | – | 1 | 129 | |||||||||
Non-cash consideration received | – | – | – | |||||||||
(Loss) profit on sale | – | – | – | |||||||||
Cash consideration received on losing control of group undertakings and businesses | – | 1 | 129 | |||||||||
Cash and cash equivalents disposed | – | – | – | |||||||||
Net cash inflow (outflow) | – | 1 | 129 |
F-124 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 55: ADOPTION OF IFRS 16
The Group adopted IFRS 16 Leases from 1 January 2019 and elected to apply the standard retrospectively with the cumulative effect of initial application being recognised at that date; comparative information has therefore not been restated. Comparative information was prepared in accordance with IAS 17. Under IAS 17, where the Group was lessee it charged operating lease rentals to the income statement on a straight-line basis over the life of the lease.
Operating lease commitments as at 31 December 2018 amounted to £2,043 million. Lease liabilities amounting to £1,813 million in respect of leased properties previously accounted for as operating leases were recognised at 1 January 2019. These liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate appropriate for the related right-of-use asset as at that date, adjusted to exclude short-term leases and leases of low-value assets of approximately £20 million. The weighted-average borrowing rate applied to these lease liabilities was 2.43 per cent in the UK, where the majority of the obligations arise, and 5.10 per cent in the US. The corresponding right-of-use asset of £1,716 million was measured at an amount equal to the lease liabilities, adjusted for lease liabilities recognised at 31 December 2018 of £97 million. The right-of-use asset and lease liabilities are included within property, plant and equipment and other liabilities respectively. There was no impact on shareholders’ equity.
In applying IFRS 16 for the first time, the Group has used a number of practical expedients permitted by the standard; the most significant of which were the use of a single discount rate to a portfolio of leases with reasonably similar characteristics; reliance on previous assessments of whether a lease is onerous; and the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease. The Group has also elected not to apply IFRS 16 to contracts that were not identified as containing a lease under IAS 17 and IFRIC 4 Determining whether an Arrangement contains a Lease.
NOTE 56: FUTURE ACCOUNTING DEVELOPMENTS
The following pronouncements are not applicable for the year ending 31 December 2019 and have not been applied in preparing these financial statements. Save as disclosed below, the impact of these accounting changes is still being assessed by the Group and reliable estimates cannot be made at this stage.
IFRS 17 Insurance Contracts
IFRS 17 replaces IFRS 4 Insurance Contracts and is currently effective for annual periods beginning on or after 1 January 2021 although, in its Exposure Draft published on 26 June 2019, the International Accounting Standards Board proposed delaying implementation until 1 January 2022.
IFRS 17 requires insurance contracts and participating investment contracts to be measured on the balance sheet as the total of the fulfilment cash flows and the contractual service margin. Changes to estimates of future cash flows from one reporting date to another are recognised either as an amount in profit or loss or as an adjustment to the expected profit for providing insurance coverage, depending on the type of change and the reason for it. The effects of some changes in discount rates can either be recognised in profit or loss or in other comprehensive income as an accounting policy choice. The risk adjustment is released to profit and loss as an insurer’s risk reduces. Profits which are currently recognised through a Value in Force asset, will no longer be recognised at inception of an insurance contract. Instead, the expected profit for providing insurance coverage is recognised in profit or loss over time as the insurance coverage is provided. The standard will have a significant impact on the accounting for the insurance and participating investment contracts issued by the Group.
The Group’s IFRS 17 project is progressing to plan. Work has focussed on interpreting the requirements of the standard, developing methodologies and accounting policies, and assessing the changes required to reporting and other systems. The development of the Group’s data warehousing and actuarial liability calculation processes required for IFRS 17 reporting is progressing.
Minor amendments to other accounting standards
The IASB has issued a number of minor amendments to IFRSs effective 1 January 2020 (including IFRS 3 Business Combinations and IAS 1 Presentation of Financial Statements). These amendments are not expected to have a significant impact on the Group.
F-125 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 57: PARENT COMPANY DISCLOSURES
A COMPANY INCOME STATEMENT
2019
£m |
20181
£m |
20171
£m |
||||||||||
Net interest (expense) income | (108 | ) | (173 | ) | (121 | ) | ||||||
Dividends received from subsidiary undertakings | 5,150 | 4,000 | 2,650 | |||||||||
Other income | 682 | 524 | 142 | |||||||||
Total income | 5,724 | 4,351 | 2,671 | |||||||||
Operating expenses | (289 | ) | (246 | ) | (255 | ) | ||||||
Trading surplus | 5,435 | 4,105 | 2,416 | |||||||||
Impairment | 4 | (3 | ) | – | ||||||||
Profit on ordinary activities before tax | 5,439 | 4,102 | 2,416 | |||||||||
Tax expense | (24 | ) | 2 | 62 | ||||||||
Profit for the year | 5,415 | 4,104 | 2,478 | |||||||||
Profit attributable to ordinary shareholders | 4,949 | 3,671 | 2,063 | |||||||||
Profit attributable to other equity holders | 466 | 433 | 415 | |||||||||
Profit for the year | 5,415 | 4,104 | 2,478 |
1 | Restated, see note 1. |
F-126 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 57: PARENT COMPANY DISCLOSURES continued
B COMPANY BALANCE SHEET
2019
£m |
2018
£m |
|||||||
Assets | ||||||||
Non-current assets: | ||||||||
Investment in subsidiaries | 48,597 | 46,725 | ||||||
Loans to subsidiaries | 14,660 | 24,211 | ||||||
Deferred tax assets | – | 9 | ||||||
63,257 | 70,945 | |||||||
Current assets: | ||||||||
Derivative financial instruments | 760 | 256 | ||||||
Financial assets at fair value through profit or loss | 12,516 | 588 | ||||||
Other assets | 983 | 955 | ||||||
Amounts due from subsidiaries | 27 | 27 | ||||||
Cash and cash equivalents | 29 | 57 | ||||||
Current tax recoverable | 1 | 76 | ||||||
14,316 | 1,959 | |||||||
Total assets | 77,573 | 72,904 | ||||||
Equity and liabilities | ||||||||
Capital and reserves: | ||||||||
Share capital | 7,005 | 7,116 | ||||||
Share premium account | 17,751 | 17,719 | ||||||
Merger reserve | 7,420 | 7,423 | ||||||
Capital redemption reserve | 4,462 | 4,273 | ||||||
Retained profits | 3,950 | 2,103 | ||||||
Shareholders’ equity | 40,588 | 38,634 | ||||||
Other equity instruments | 5,906 | 6,491 | ||||||
Total equity | 46,494 | 45,125 | ||||||
Non-current liabilities: | ||||||||
Debt securities in issue | 20,018 | 20,394 | ||||||
Subordinated liabilities | 5,961 | 6,043 | ||||||
Deferred tax liabilities | 2 | – | ||||||
25,981 | 26,437 | |||||||
Current liabilities: | ||||||||
Derivative financial instruments | 438 | 209 | ||||||
Financial liabilities at fair value through profit or loss | 3,464 | – | ||||||
Other liabilities | 1,196 | 1,133 | ||||||
5,098 | 1,342 | |||||||
Total liabilities | 31,079 | 27,779 | ||||||
Total equity and liabilities | 77,573 | 72,904 |
F-127 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 57: PARENT COMPANY DISCLOSURES continued
C COMPANY STATEMENT OF CHANGES IN EQUITY
Share capital
and premium £m |
Merger
reserve £m |
Capital
redemption reserve £m |
Retained
profits1 £m |
Total
shareholders’ equity £m |
Other equity
instruments £m |
Total
equity £m |
||||||||||||||||||||||
Balance at 1 January 2017 | 24,768 | 7,423 | 4,115 | 1,584 | 37,890 | 5,355 | 43,245 | |||||||||||||||||||||
Total comprehensive income1,2 | – | – | – | 2,478 | 2,478 | – | 2,478 | |||||||||||||||||||||
Dividends paid | – | – | – | (2,284 | ) | (2,284 | ) | – | (2,284 | ) | ||||||||||||||||||
Distributions on other equity instruments1 | – | – | – | (415 | ) | (415 | ) | – | (415 | ) | ||||||||||||||||||
Issue of ordinary shares | 63 | – | – | – | 63 | – | 63 | |||||||||||||||||||||
Movement in treasury shares | – | – | – | (277 | ) | (277 | ) | – | (277 | ) | ||||||||||||||||||
Value of employee services: | ||||||||||||||||||||||||||||
Share option schemes | – | – | – | 82 | 82 | – | 82 | |||||||||||||||||||||
Other employee award schemes | – | – | – | 332 | 332 | – | 332 | |||||||||||||||||||||
Balance at 31 December 2017 | 24,831 | 7,423 | 4,115 | 1,500 | 37,869 | 5,355 | 43,224 | |||||||||||||||||||||
Adjustment on adoption of IFRS 9 | – | – | – | (2 | ) | (2 | ) | – | (2 | ) | ||||||||||||||||||
Balance at 1 January 2018 | 24,831 | 7,423 | 4,115 | 1,498 | 37,867 | 5,355 | 43,222 | |||||||||||||||||||||
Total comprehensive income1,2 | – | – | – | 4,104 | 4,104 | – | 4,104 | |||||||||||||||||||||
Dividends paid | – | – | – | (2,240 | ) | (2,240 | ) | – | (2,240 | ) | ||||||||||||||||||
Distributions on other equity instruments1 | – | – | – | (433 | ) | (433 | ) | – | (433 | ) | ||||||||||||||||||
Issue of ordinary shares | 162 | – | – | – | 162 | – | 162 | |||||||||||||||||||||
Share buy-back programme | (158 | ) | – | 158 | (1,005 | ) | (1,005 | ) | – | (1,005 | ) | |||||||||||||||||
Issue of AT1 securities | – | – | – | (7 | ) | (7 | ) | 1,136 | 1,129 | |||||||||||||||||||
Movement in treasury shares | – | – | – | (74 | ) | (74 | ) | – | (74 | ) | ||||||||||||||||||
Value of employee services: | ||||||||||||||||||||||||||||
Share option schemes | – | – | – | 53 | 53 | – | 53 | |||||||||||||||||||||
Other employee award schemes | – | – | – | 207 | 207 | – | 207 | |||||||||||||||||||||
Balance at 31 December 2018 | 24,835 | 7,423 | 4,273 | 2,103 | 38,634 | 6,491 | 45,125 | |||||||||||||||||||||
Comprehensive income | ||||||||||||||||||||||||||||
Total comprehensive income2 | – | – | – | 5,415 | 5,415 | – | 5,415 | |||||||||||||||||||||
Dividends paid | – | – | – | (2,312 | ) | (2,312 | ) | – | (2,312 | ) | ||||||||||||||||||
Distributions on other equity instruments | – | – | – | (466 | ) | (466 | ) | – | (466 | ) | ||||||||||||||||||
Redemption of preference shares | 3 | (3 | ) | – | – | – | – | – | ||||||||||||||||||||
Issue of ordinary shares | 107 | – | – | – | 107 | – | 107 | |||||||||||||||||||||
Share buy back programme | (189 | ) | – | 189 | (1,095 | ) | (1,095 | ) | – | (1,095 | ) | |||||||||||||||||
Issue of other equity instruments | – | – | – | (5 | ) | (5 | ) | 896 | 891 | |||||||||||||||||||
Redemption of other equity instruments | – | – | – | – | – | (1,481 | ) | (1,481 | ) | |||||||||||||||||||
Movement in treasury shares | – | – | – | 74 | 74 | – | 74 | |||||||||||||||||||||
Value of employee services: | ||||||||||||||||||||||||||||
Share option schemes | – | – | – | 71 | 71 | – | 71 | |||||||||||||||||||||
Other employee award schemes | – | – | – | 165 | 165 | – | 165 | |||||||||||||||||||||
Balance at 31 December 2019 | 24,756 | 7,420 | 4,462 | 3,950 | 40,588 | 5,906 | 46,494 |
1 | Restated, see note 1. |
2 | Total comprehensive income comprises only the profit for the year. |
F-128 |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 57: PARENT COMPANY DISCLOSURES continued
D COMPANY CASH FLOW STATEMENT
2019
£m |
2018
£m |
2017
£m |
||||||||||
Profit before tax | 5,439 | 4,102 | 2,416 | |||||||||
Fair value and exchange adjustments and other non-cash items | (166 | ) | (715 | ) | 495 | |||||||
Change in other assets | (11,975 | ) | (572 | ) | 18 | |||||||
Change in other liabilities and other items | 3,151 | 7,538 | 8,431 | |||||||||
Dividends received | (5,150 | ) | (4,000 | ) | (2,650 | ) | ||||||
Distributions on other equity instruments receivedº | (366 | ) | (324 | ) | (292 | ) | ||||||
Tax (paid) received | 70 | 660 | (197 | ) | ||||||||
Net cash provided by (used in) operating activities | (8,997 | ) | 6,689 | 8,221 | ||||||||
Cash flows from investing activities | ||||||||||||
Return of capital contribution | 5 | 9 | 77 | |||||||||
Dividends received | 5,150 | 4,000 | 2,650 | |||||||||
Distributions on other equity instruments received | 366 | 324 | 292 | |||||||||
Acquisition of and capital injections to subsidiaries | (1,648 | ) | (12,753 | ) | (320 | ) | ||||||
Return of capital | – | 11,114 | – | |||||||||
Amounts advanced to subsidiaries | (1,812 | ) | (21,577 | ) | (8,476 | ) | ||||||
Repayment of loans to subsidiaries | 11,257 | 12,602 | 475 | |||||||||
Interest received on loans to subsidiaries | 395 | 370 | 244 | |||||||||
Net cash (used in) provided by investing activities | 13,713 | (5,911 | ) | (5,058 | ) | |||||||
Cash flows from financing activities | ||||||||||||
Dividends paid to ordinary shareholders | (2,312 | ) | (2,240 | ) | (2,284 | ) | ||||||
Distributions on other equity instruments | (466 | ) | (433 | ) | (415 | ) | ||||||
Issue of subordinated liabilities | – | 1,729 | – | |||||||||
Interest paid on subordinated liabilities | (314 | ) | (275 | ) | (248 | ) | ||||||
Share buy-back | (1,095 | ) | (1,005 | ) | – | |||||||
Issue of other equity instruments | 891 | 1,129 | – | |||||||||
Redemptions of other equity instruments | (1,481 | ) | – | – | ||||||||
Repayment of subordinated liabilities | (3 | ) | – | – | ||||||||
Proceeds from issue of ordinary shares | 36 | 102 | 14 | |||||||||
Net cash provided by financing activities | (4,744 | ) | (993 | ) | (2,933 | ) | ||||||
Change in cash and cash equivalents | (28 | ) | (215 | ) | 230 | |||||||
Cash and cash equivalents at beginning of year | 57 | 272 | 42 | |||||||||
Cash and cash equivalents at end of year | 29 | 57 | 272 |
E INTERESTS IN SUBSIDIARIES
The principal subsidiaries, all of which have prepared accounts to 31 December and whose results are included in the consolidated accounts of Lloyds Banking Group plc, are:
Country of
registration/ Incorporation |
Percentage
of equity share capital and voting rights held |
Nature of business | ||||
Lloyds Bank plc | England | 100% | Banking and financial services | |||
Scottish Widows Limited | Scotland | 100%1 | Life assurance | |||
HBOS plc | Scotland | 100%1 | Holding company | |||
Bank of Scotland plc | Scotland | 100%1 | Banking and financial services | |||
Lloyds Bank Corporate Markets plc | England | 100% | Banking and financial services |
1 | Indirect interest. |
The principal area of operation for each of the above subsidiaries is the United Kingdom.
F-128 |
|
Term used | US equivalent or brief description. | |
Accounts | Financial statements. | |
Articles of association | Articles and bylaws. | |
Associates | Long-term equity investments accounted for by the equity method. | |
Attributable profit | Net income. | |
Balance sheet | Statement of financial position. | |
Broking | Brokerage. | |
Building society | A building society is a mutual institution set up to lend money to its members for house purchases. See also ‘Demutualisation’. | |
Buy-to-let mortgages | Buy-to-let mortgages are those mortgages offered to customers purchasing residential property as a rental investment. | |
Called-up share capital | Ordinary shares, issued and fully paid. | |
Contract hire | Leasing. | |
Creditors | Payables. | |
Debtors | Receivables. | |
Deferred tax | Deferred income tax. | |
Demutualisation | Process by which a mutual institution is converted into a public limited company. | |
Depreciation | Amortisation. | |
Endowment mortgage | An interest-only mortgage to be repaid by the proceeds of an endowment insurance policy which is assigned to the lender providing the mortgage. The sum insured, which is payable on maturity or upon the death of the policyholder, is used to repay the mortgage. | |
Finance lease | Capital lease. | |
Freehold | Ownership with absolute rights in perpetuity. | |
Leasehold | Land or property which is rented from the owner for a specified term under a lease. At the expiry of the term the land or property reverts back to the owner. | |
Lien | Under UK law, a right to retain possession pending payment. | |
Life assurance | Life insurance. | |
Loan capital | Long-term debt. | |
Members | Shareholders. | |
National Insurance | A form of taxation payable in the UK by employees, employers and the self-employed. It is part of the UK’s national social security system and ultimately controlled by HM Revenue & Customs. | |
Nominal value | Par value. | |
Open Ended Investment Company (OEIC) | Mutual fund. | |
Ordinary shares | Common stock. | |
Overdraft | A line of credit, contractually repayable on demand unless a fixed-term has been agreed, established through a customer’s current account. | |
Preference shares | Preferred stock. | |
Premises | Real estate. | |
Profit attributable to equity shareholders | Net income. | |
Provisions | Reserves. | |
Regular premium | Premiums which are payable throughout the duration of a policy or for some shorter fixed period. | |
Reinsurance | The insuring again by an insurer of the whole or part of a risk that it has already insured with another insurer called a reinsurer. |
193 |
|
GLOSSARY
Term used | US equivalent or brief description. | |
Retained profits | Retained earnings. | |
Share capital | Capital stock. | |
Shareholders’ equity | Stockholders’ equity. | |
Share premium account | Additional paid-in capital. | |
Shares in issue | Shares outstanding. | |
Single premium | A premium in relation to an insurance policy payable once at the commencement of the policy. | |
Specialist mortgages | Specialist mortgages include those mortgage loans provided to customers who have self-certified their income. New mortgage lending of this type has not been offered by the Group since early 2009. | |
Undistributable reserves | Restricted surplus. | |
Write-offs | Charge-offs. |
194 |
|
FORM 20-F CROSS REFERENCE SHEET
Form 20–F Item Number and Caption | Location | Page | ||||
Part I | ||||||
Item 1. | Identity of Directors, Senior Management and Advisers | |||||
A. | Directors and senior management | Not applicable. | ||||
B. | Advisers | Not applicable. | ||||
C. | Auditors | Not applicable. | ||||
Item 2. | Offer Statistics and Expected Timetable | |||||
A. | Offer statistics | Not applicable. | ||||
B. | Method and expected timetable | Not applicable. | ||||
Item 3. | Key Information | |||||
A. | Selected financial data | “Selected consolidated financial data” | 3 | |||
B. | Capitalisation and indebtedness | Not applicable. | ||||
C. | Reason for the offer and use of proceeds | Not applicable. | ||||
D. | Risk factors | “Risk factors” | 180–190 | |||
Item 4. | Information on the Company | |||||
A. | History and development of the company | “Business overview” | 2 | |||
“Business – History and development of Lloyds Banking Group” | 4 | |||||
“Business – Legal actions and regulatory matters” | 11–12 | |||||
“Operating and financial review and prospects – Divisional information” | 24–26 | |||||
“Where you can find more information” | 179 | |||||
“Corporate Governance – Governance in action” | 149–151 | |||||
B. | Business overview | “Business overview” | 2 | |||
“Business – Legal actions and regulatory matters” | 11–12 | |||||
“Operating and financial review and prospects – Divisional information” | 24–26 | |||||
“Regulation” | 171–173 | |||||
C. | Organisational structure | “Lloyds Banking Group structure” | 192 | |||
D. | Property, plant and equipment | “Business – Properties” | 10 | |||
Item 4A. | Unresolved Staff Comments | Not applicable. | ||||
Item 5. | Operating and Financial Review and Prospects | |||||
A. | Operating results | “Operating and financial review and prospects” | 15–112 | |||
“Regulation” | 171–173 | |||||
“Operating and financial review and prospects – Market Risk” | 102–108 | |||||
B. | Liquidity and capital resources | “Operating and financial review and prospects – Risk elements in the loan portfolio and potential problem loans – Cross border outstandings” | 80 | |||
“Operating and financial review and prospects – Funding and Liquidity Risk” | 94–100 | |||||
“Operating and financial review and prospects – Capital risk” | 85–94 | |||||
“Operating and financial review and prospects – Investment portfolio, maturities, deposits, short-term borrowings” | 109–112 | |||||
“Dividends” | 175 | |||||
“Notes to the consolidated financial statements – note 48” | F-80–F-82 | |||||
C. | Research and development, patents and licenses, etc. | Not applicable. | ||||
D. | Trend information | “Operating and financial review and prospects – Overview and trend information” | 16 | |||
E. | Off-balance sheet arrangements | “Operating and financial review and prospects – Funding and liquidity risk – Off balance sheet arrangements” | 100 | |||
“Notes to the consolidated financial statements – note 53” | F-97–F-122 | |||||
F. | Tabular disclosure of contractual obligations | “Operating and financial review and prospects – Funding and liquidity risk – Contractual cash obligations” | 100 | |||
G. | Safe harbor | “Forward looking statements” | 191 | |||
Item 6. | Directors, Senior Management and Employees | |||||
A. | Directors and senior management | “Management and employees – Directors and senior management” | 113–116 | |||
B. | Compensation | “Compensation” | 117–142 | |||
“Notes to the consolidated financial statements – note 11” | F-32–F-33 | |||||
C. | Board practices | “Management and employees” | 113–116 | |||
“Articles of association of Lloyds Banking Group plc” | 176 | |||||
“Compensation – Service agreements” | 139 | |||||
“Corporate governance – Board Leadership and Company Purpose” | 155–156 | |||||
“Corporate governance – Audit Committee Report” | 160–163 | |||||
“Compensation – Annual report on remuneration – Remuneration Committee” | 132–133 | |||||
D. | Employees | “Management and employees – Employees” | 116 | |||
E. | Share ownership | “Compensation – Directors’ share interests and share awards” | 127–129 | |||
“Notes to the consolidated financial statements – note 2” | F-13 | |||||
Item 7. | Major Shareholders and Related Party Transactions | |||||
A. | Major shareholders | “Major shareholders and related party transactions – Major shareholders” | 170 |
195 |
|
FORM 20-F CROSS REFERENCE SHEET
196 |
|
1. | Articles of association of Lloyds Banking Group plc ▲ |
2. | Neither Lloyds Banking Group plc nor any subsidiary is party to any single long-term debt instrument pursuant to which a total amount of securities exceeding 10 per cent of the Group’s total assets (on a consolidated basis) is authorised to be issued. Lloyds Banking Group plc hereby agrees to furnish to the Securities and Exchange Commission (the Commission), upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt issued by it or any subsidiary for which consolidated or unconsolidated financial statements are required to be filed with the Commission. |
2 | (d) | Description of securities registered under Section 12 of the Exchange Act. |
8.1 | List of subsidiaries, their jurisdiction of incorporation and the names under which they conduct business |
12.1 | Certification of António Horta-Osório filed pursuant to 17 CFR 240.13a-14(a) and 15 U.S.C. 7241 |
12.2 | Certification of William Chalmers filed pursuant to 17 CFR 240.13a-14(a) and 15 U.S.C. 7241 |
13.1 | Certification of António Horta-Osório and William Chalmers furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. 1350 |
15.1 | Consent of PricewaterhouseCoopers LLP |
o | Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 13 May 2011 |
■ | Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 16 March 2012 |
∆ | Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 25 March 2013 |
• | Previously filed with the SEC on Lloyds Banking Group’s Form 20-F filed 5 March 2014 |
□ | Previously filed with the SEC on Lloyds Banking Group’s Form 20-F filed 12 March 2015 |
+ | Previously filed with the SEC on Lloyds Banking Group’s Form 20-F filed 8 March 2016 |
† | Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 9 March 2018 |
▲ | Previously filed with the SEC on Lloyds Banking Group’s Form 20–F filed 25 February 2019 |
The exhibits shown above are listed according to the number assigned to them by the Form 20–F.
197 |
|
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.
LLOYDS BANKING GROUP plc | |||
By: | /s/ W Chalmers | ||
Name: | William Chalmers | ||
Title: | Chief Financial Officer | ||
Dated: | 25 February 2020 |
198 |
|
Classification: Limited
Exhibit 2(d)
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of December 31, 2019, Lloyds Banking Group plc (“LBG,” the “Company,” “we,” “us” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Ticker
symbol |
Name
of each exchange on
|
||
Ordinary shares of nominal value 10 pence each, represented by American Depositary Shares | The New York Stock Exchange | |||
4.344% Subordinated Securities due in 2048 | LYG48A | The New York Stock Exchange | ||
5.300% Subordinated Securities due 2045 | LYG45 | The New York Stock Exchange | ||
3.574% Senior Notes due in 2028 (callable in 2027) | LYG28A | The New York Stock Exchange | ||
4.375% Senior Notes due 2028 * | LYG28B | The New York Stock Exchange | ||
4.550% Senior Notes due 2028 | LYG28C | The New York Stock Exchange | ||
3.750% Senior Notes due 2027 | LYG27 | The New York Stock Exchange | ||
4.650% Subordinated Securities due 2026 | LYG26 | The New York Stock Exchange | ||
4.450% Senior Notes due 2025 | LYG25A | The New York Stock Exchange | ||
4.582% Subordinated Securities due 2025 | LYG25 | The New York Stock Exchange | ||
3.500% Senior Notes due 2025 | LYG25 | The New York Stock Exchange | ||
4.500% Subordinated Securities due 2024 | LYG24 | The New York Stock Exchange | ||
4.050% Senior Notes due 2023 | LYG23A | The New York Stock Exchange | ||
2.907% Senior Notes due 2023 (callable in 2022) | LYG23 | The New York Stock Exchange | ||
3.000% Senior Notes due 2022 | LYG22 | The New York Stock Exchange | ||
3.300% Senior Notes due 2021 | LYG21A | The New York Stock Exchange | ||
Floating Rate Senior Notes due 2021 | LYG21B | The New York Stock Exchange | ||
Floating Rate Senior Notes due 2021 | LYG21A | The New York Stock Exchange | ||
3.100% Senior Notes due 2021 | LYG21 | The New York Stock Exchange | ||
6.375% Senior Notes due 2021 | LYG21 | The New York Stock Exchange | ||
2.700% Senior Notes due 2020 | LYG20A | The New York Stock Exchange | ||
2.400% Senior Notes due 2020 | LYG20 | The New York Stock Exchange | ||
3.500% Senior Notes due 2020 | LYG20 | The New York Stock Exchange |
Capitalized terms used but not defined herein have the meanings given to them in LBG’s annual report on Form 20-F for the fiscal year ended December 31, 2019.
ORDINARY SHARES
The following is a summary of the material terms of the ordinary shares of nominal value of £0.10, as set forth in our Articles of Association and the material provisions of U.K. law. This description is a summary and does not purport to be complete. You are encouraged to read our Articles of Association, which are filed as an exhibit to the Group’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, incorporated by reference into this document.
Share Capital
As at December 31, 2019, the number of shares outstanding was as follows:
Class of Share |
number
(in thousands) |
amount
(in £m) |
Ordinary shares, nominal value of 10 pence each | 70,052,558 | 7,005 |
Preference shares, nominal value of 25 pence each | 412,201 | 103 |
Preference shares, nominal value of 25 cents each | 809 | 0.2 |
Preference shares, nominal value of 25 euro cents each | – | – |
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Classification: Limited
Objects of LBG
The objects of LBG are unrestricted.
Rights Attaching to Ordinary Shares
Any ordinary share in LBG may be issued with any preferred, deferred or other special rights (including being denominated in another currency), or subject to such restrictions (whether as regards dividend, returns of capital, voting or otherwise) as LBG may from time to time determine by ordinary resolution or as otherwise provided in the Articles of Association.
Subject to statute, LBG may issue any ordinary shares which are, or at LBG’s option are, liable to be redeemed. The directors may determine the terms and conditions and manner of such redemption.
Voting Rights
For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such persons may cast, LBG may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Every holder of ordinary shares who is entitled to be and is present in person (including any corporation by its duly authorized representative) at a general meeting of LBG and is entitled to vote will have one vote on a show of hands and, on a poll, if present in person or by proxy, will have one vote for every such share held by him, save that a member will not be entitled to exercise the right to vote carried by such shares if he or any person appearing to be interested in the shares held by him has been duly served with a notice under the Companies Act 2006 (requiring disclosure of interests in shares) and is in default in supplying LBG with information required by such notice.
General Meetings
Annual general meetings of LBG are to be held, in each period of six months beginning with the day following LBG’s accounting reference date, in Edinburgh or such other place in Scotland as the directors shall appoint and at a date and time as may be determined by the directors. All other general meetings may be convened whenever the directors think fit and shall be requisitioned in accordance with the requirements of the Articles of Association.
LBG must prepare a notice of meeting in respect of a general meeting in accordance with the requirements of the Articles of Association and the Companies Act 2006. LBG must give at least 21 days’ notice in writing of an annual general meeting. All other general meetings may be called by at least 14 days’ notice in writing.
The directors may make arrangements to enable attendance or regulate the level of attendance at any place specified in the notice of meeting for the holding of a general meeting and, in any such case, shall direct that the meeting be held at a specified place, where the chairman of the meeting shall preside, and make arrangements for simultaneous attendance and participation by members and proxies at other locations. The chairman of a general meeting has express authority to adjourn the meeting if, in his opinion, it appears impracticable to hold or continue the meeting because of crowding or unruly conduct or because an adjournment is otherwise necessary for the proper conduct of the meeting.
The processes and procedures for the conduct of a general meeting (including adjourning meetings, voting, amending resolutions and appointing proxies) is established under the Articles of
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Classification: Limited
Association and the Companies Act 2006. The chairman of a general meeting shall be entitled to take any action he considers appropriate for properly and orderly conduct before and during a general meeting. The directors shall be entitled to ask persons wanting to attend to submit to searches or other security arrangements as such directors consider appropriate.
The quorum necessary for the transaction of business at a general meeting is three members present in person or by proxy and entitled to vote.
Dividends and other Distributions and Return of Capital
Under the Companies Act 2006, before LBG can lawfully make a distribution, it must ensure that it has sufficient distributable reserves (accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less accumulated, realized losses, so far as not previously written off in a reduction or reorganization of capital duly made). Under the Articles of Association (and subject to statute) the directors are entitled to set aside out of the profits of LBG any sums as they think proper which, at their discretion, shall be applicable for any purpose to which the profits of LBG may be applied.
The shareholders in general meeting may, by ordinary resolution, declare dividends to be paid to members of LBG, but no dividends shall be declared in excess of the amount recommended by the directors. The directors may pay fixed dividends on any class of shares carrying a fixed dividend and may also from time to time pay dividends, interim or otherwise, on shares of any class as they think fit. Except in so far as the rights attaching to any shares otherwise provide, all dividends shall be apportioned and paid pro rata according to the amounts paid up thereon. Subject to the rights attaching to any shares, any dividend or other monies payable in respect of a share may be paid in such currency or currencies as the directors may determine using such exchange rates as the directors may select.
The opportunity to elect to receive new shares instead of any cash dividend recommended by the directors, may be offered to shareholders provided that the directors shall have obtained in advance the shareholders’ approval to do so as required by the Articles of Association and the procedures under the Articles of Association is followed for allotting such shares.
In addition, LBG may by ordinary resolution direct the payment of a dividend in whole or in part by the distribution of specific assets (a distribution in specie).
On any distribution by way of capitalization, the amount to be distributed will be appropriated amongst the holders of ordinary shares in proportion to their holdings of ordinary shares (pro rata to the amount paid up thereon). If the amount to be distributed is applied in paying up in full unissued ordinary shares of LBG, a shareholder will be entitled to receive bonus shares of the same class as the shares giving rise to his entitlement to participate in the capitalization.
Any dividend or other moneys payable to a member that has not been cashed or claimed after a period of 12 years from the date of declaration of such dividend or other moneys payable to a member will be forfeited and revert to LBG. LBG shall be entitled to use such unclaimed or unclaimed dividend or other moneys payable to a member for its benefit for its general corporate purposes. LBG shall not be a trustee of dividends or other moneys payable that have not been cashed or claimed and it shall not be liable to pay interest on such dividends or other moneys.
On a return of capital, whether in a winding-up or otherwise, the ordinary shares will rank equally in all respects.
LBG’s ordinary shares do not confer any rights of redemption.
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Classification: Limited
LBG may, subject to applicable law and to the Articles of Association, issue redeemable shares and redeem the same. LBG has issued certain preference shares which are redeemable. In general, subject to applicable law (if and to the extent required under applicable law and regulation) and the receipt of permission from the U.K. Prudential Regulation Authority, some of these shares are redeemable by LBG on a specified date and in some cases, thereafter on relevant dividend payment dates. Others are redeemable at any time during a specified period and following the occurrence of specified regulatory events.
Under the Articles of Association and the Companies Act 2006, the liability of shareholders is limited to the amount (if any) for the time being unpaid on the shares held by that shareholder.
Variation of Rights and Alteration of Capital
Subject to the provisions of the Companies Act 2006, the CREST Regulations and every other statute for the time being in force or any judgment or order of any court of competent jurisdiction concerning companies and affecting LBG (the statutes), the rights attached to any class of shares for the time being in issue may be varied or abrogated with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. At any such separate meeting, the provisions of the Articles of Association relating to general meetings will apply, but the necessary quorum at any such meeting will be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of that class (except at an adjourned meeting, at which the quorum shall be any holder of shares of the class, present in person or by proxy) and any such person may demand a poll and every such holder shall on a poll have one vote for every share of the class held by such holder.
As a matter of U.K. law, LBG may, by ordinary resolution, increase its share capital, consolidate and divide all or any of its shares into shares of larger amount, sub-divide all or any of its shares into shares of smaller amount and cancel any shares not taken or agreed to be taken by any person. Where a consolidation or subdivision of shares would result in fractions of a share, the directors may sell the shares representing the fractions for the best price reasonably obtainable, and distribute the net proceeds of such sale to the relevant members entitled to such proceeds. Where a member’s entitlement to a portion of the proceeds of sale amounts to less than a minimum figure (as determined by the directors), such portion may be distributed to a charitable organization at the directors’ discretion.
Subject to the provisions of the statutes, LBG may, by special resolution, reduce its share capital, any capital redemption reserve, share premium account or other undistributable reserve in any way.
Transfer of Shares
All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors and must be executed by or on behalf of the transferor and, except in the case of fully paid shares, by or on behalf of the transferee. The transferor will be deemed to remain the holder of the shares transferred until the name of the transferee is entered in the register of members of LBG in respect thereof. All transfers of shares which are in uncertificated form may be effected by means of a relevant system, unless the CREST Regulations provide otherwise.
The directors may, in the case of shares in certificated form, in their absolute discretion and without assigning any reason therefor, refuse to register any transfer of shares (not being fully paid shares) provided that, where any such shares are admitted to the Official List of the U.K. Financial Conduct Authority, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. The directors may also decline to register a transfer unless either:
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Classification: Limited
· | the instrument of transfer and the lodging of such instrument complies with the requirements of the Articles of Association and the transfer is in respect of only one class of shares; or | |
· | the transfer is in favor of not more than four persons as the transferee. |
The directors shall refuse to register the transfer of any share on which LBG has a lien.
The Articles of Association otherwise contain no restrictions on the free transferability of fully paid shares.
LBG’s shares are in registered form and the Articles of Association and U.K. company law do not provide for bearer shares or bearer share warrants.
Subject to the statutes and the rules (as defined in the CREST Regulations), and apart from any class of wholly dematerialized security, the directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of an electronic trading system or that shares of any class should cease to be so held and so transferred.
Disclosure of Holdings Exceeding Certain Percentages
The Disclosure and Transparency Rules of the U.K. Financial Conduct Authority require LBG shareholders to notify LBG if the voting rights held by such LBG shareholders (including by way of a certain financial instrument) reach, exceed or fall below 3 per cent and each 1 per cent threshold thereafter up to 100 per cent. Under the Disclosure and Transparency Rules, certain voting rights in LBG may be disregarded.
Pursuant to the Companies Act 2006, LBG may also send a notice to any person whom LBG knows is interested in LBG’s shares or any person whom LBG has reasonable cause to believe is, or at any time during the three years immediately preceding the date on which such notice is issued, has been interested in LBG’s shares, requiring that person to confirm whether he has or had such an interest and if so provide details of that interest as required by the notice.
Under the Articles of Association and U.K. law, if a person fails to comply with such a notice or provides information that is false in a material particular in respect of any shares (the default shares), the LBG directors may serve a restriction notice on such a person. Such a restriction notice will state that the default shares and, if the LBG directors determine, any other shares held by that person, shall not confer any right to attend or vote at any general meeting of LBG.
In respect of a person with a 0.25 per cent or more interest in the issued shares of the class in question, the LBG directors may direct by notice to such member that, subject to certain exceptions, no transfers of shares held by such person shall be registered and/or that any dividends or other payments on the default shares shall be retained by LBG pending receipt by LBG of the information requested by the LBG directors.
Mandatory Takeover-Bids, Squeeze-Out and Sell-Out Rules
Other than as provided by the Companies Act 2006 and The City Code on Takeovers and Mergers, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the ordinary shares.
Untraced Members
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Classification: Limited
LBG is entitled to sell, as the agent of a member, at the best price reasonably obtainable, any share registered in the name of a member (or any other person entitled to such shares at law) provided that: (i) such shares remaining untraced for 12 years and during that period at least three dividends in respect of such shares have become payable and no dividend in respect of those shares has been cashed or claimed by the relevant member; (ii) LBG uses reasonable efforts to trace the relevant member and, following the expiry of the 12 year period, sends a notice to the last known physical or email address of such member stating LBG’s intention to sell the shares; and (iii) during the three months following sending such notice, LBG does not receive any communication from such member. LBG can also sell, at the best price reasonably obtainable, any additional shares held by the same member that were issued during such 12 year period provided that no dividend on such additional shares has been cashed or claimed by such member during such period.
The proceeds from the sale of untraced shares shall be forfeited by the relevant member and shall belong to LBG. LBG shall not be liable or be required to account to the member for the proceeds of such sale. LBG is entitled to use or invest the proceeds from such sale in any manner that the directors think fit.
Forfeiture and Lien
The directors may by resolution make calls upon members in respect of any moneys unpaid on their shares (but subject to the terms of allotment of such shares) in the manner required by the Articles of Association
If a member fails to pay in full any call or installment of a call on or before the due date for payment, then, following notice by the directors requiring payment of the unpaid amount with any accrued interest and any expenses incurred, such share may be forfeited by a resolution of the directors to that effect (including all dividends declared in respect of the forfeited share and not actually paid before such forfeiture). A member whose shares have been forfeited will cease to be a member in respect of the shares, but will, notwithstanding the forfeiture, remain liable to pay to LBG all monies which at the date of forfeiture were presently payable together with interest. The directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal or waive payment in whole or part.
LBG has a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of such share, and the directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt from such a lien, either wholly or partially.
A forfeited share becomes the property of LBG, and it may be sold, re-allotted, otherwise disposed of or canceled as the directors see fit. Any share on which LBG has a lien may be sold on the terms set out in the Articles of Association. The proceeds of sale shall first be applied towards payment of the amount in respect of the lien insofar as it is still payable and then on surrender of the share certificate for cancellation (in the case of shares in certificated form), to the person entitled to the shares at the time of sale.
Winding-Up
The directors have the power, in the name and on behalf of LBG, to present a petition to the court for LBG to be wound up.
If LBG is wound up, the liquidator may, with the authority of an ordinary resolution, divide amongst the members in specie or kind the whole or any part of the assets of LBG. The liquidator may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members.
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Classification: Limited
The liquidator may vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks fit, and the liquidation may be closed and LBG dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
AMERICAN DEPOSITARY SHARES
The following is a summary of the general terms and provisions of the deposit agreement under which the Depositary will deliver the American Depositary Shares (“ADSs”). The deposit agreement is among us, The Bank of New York Mellon, as Depositary, and all registered holders and beneficial owners from time to time of ADSs issued under it. This summary does not purport to be complete. You should read the deposit agreement, which we have filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. You may also read the deposit agreement at the corporate trust offices of The Bank of New York Mellon in The City of New York and the offices of the Custodian in London. The principal executive office of the Depositary and its corporate trust office is currently located at 240 Greenwich Street, New York, NY 10286. The Depositary was incorporated pursuant to a special act of the New York State legislature passed on April 19, 1871. The Depositary now operates as a banking corporation under the New York State Banking Law.
American Depositary Shares
The Bank of New York Mellon, as Depositary, will register and deliver ADSs pursuant to the deposit agreement. Each ADS will represent four ordinary shares, or evidence of the right to receive four ordinary shares, deposited with the Custodian and registered in the name of the Depositary or its nominee (such ordinary shares, together with any additional ordinary shares at any time deposited or deemed deposited under the deposit agreement and any other securities, cash or other property received by the Depositary or the Custodian in respect of such ordinary shares, the “Deposited Securities”).
ADSs can be held either (A) directly (i) by having an American Depositary Receipt (“ADR”), which is a certificate evidencing a specific number of ADSs, registered in the holder’s name, or (ii) by having ADSs registered in the owner’s name in the Direct Registration System (“DRS”), or (B) indirectly by holding a security entitlement in ADSs through a broker or other financial institution. A direct holder of an ADS is an ADS registered holder. This description assumes that each holder is an ADS registered holder. Indirect holders of ADSs must rely on the procedures of a broker or other financial institution to assert the rights of ADS registered holders described in this section, and such holders should consult with their broker or financial institution to find out what those procedures are.
The DRS is a system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. See “—Direct Registration System” below.
Holders of ADSs will not have shareholder rights. Scottish law governs shareholder rights. The Depositary will be the holder of the ordinary shares represented by each investor’s ADSs. As a registered holder of ADSs, each investor will have ADS registered holder rights as set forth in the deposit agreement. The deposit agreement also sets forth the rights and obligations of us and of the Depositary. New York law governs the deposit agreement and the ADSs.
In this section, the term “deliver”, or its noun form, when used with respect to ADSs, shall mean (A) book-entry transfer of ADSs to an account at The Depository Trust Company, or its successor, designated by the person entitled to such delivery, (B) registration of ADSs not evidenced by an ADR on the books of the Depositary in the name requested by the person entitled to such delivery and mailing to that person of a
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Classification: Limited
statement confirming that registration or (C) if requested by the person entitled to such delivery, delivery at the corporate trust office of the Depositary to the person entitled to such delivery of one or more ADRs evidencing ADSs registered in the name requested by that person. The term “surrender”, when used with respect to ADSs, shall mean (A) one or more book-entry transfers of ADSs to the DTC account of the Depositary, (B) delivery to the Depositary at its corporate trust office of an instruction to surrender ADSs not evidenced by an ADR or (C) surrender to the Depositary at its corporate trust office of one or more ADRs evidencing ADSs.
Deposit and Withdrawal
The Depositary has agreed, subject to the terms and conditions of the deposit agreement, that upon delivery to the Custodian of ordinary shares (or evidence of rights to receive ordinary shares) in a form satisfactory to the Custodian, the Depositary will, upon payment of the fees, charges and taxes provided in the deposit agreement, deliver to, or upon the written order of, the person or persons named in the notice of the Custodian delivered to the Depositary or requested by the person depositing such shares with the Depositary, the number of ADSs issuable in respect of such deposit.
Upon surrender at the corporate trust office of the Depositary of ADSs for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of the fees, governmental charges and taxes provided in the deposit agreement, and subject to the terms and conditions of the deposit agreement, our Articles of Association and the Deposited Securities, the holder of such ADSs will be entitled to delivery, to him or upon his order, as permitted by applicable law, of the amount of Deposited Securities at the time represented by such ADSs. The forwarding of share certificates, other securities, property, cash and other documents of title for such delivery will be at the risk and expense of the holder.
An ADR holder may surrender its ADR to the Depositary for the purpose of exchanging its ADR for uncertificated ADSs. The Depositary will cancel that ADR and will send the ADS registered holder a statement confirming that the ADS registered holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt of the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the Depositary will execute and deliver to the ADS registered holder an ADR evidencing those ADSs.
Ordinary shares that the Depositary believes have been withdrawn from a restricted depositary receipt facility established or maintained by a depositary bank (including any such other facility maintained by the Depositary) may be accepted for deposit only if those ordinary shares are not “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Depositary may, as a condition of accepting those ordinary shares for deposit, require the person depositing those ordinary shares to provide the Depositary with a certificate to the foregoing effect.
Dividends and Other Distributions
The Depositary will distribute all cash dividends or other cash distributions that it receives in respect of deposited ordinary shares to the holders of the ADSs, after payment of any charges and fees provided for in the deposit agreement in proportion to their holdings of ADSs. The cash amount distributed will be reduced by any amounts that the Depositary must withhold on account of taxes.
If we make a non-cash distribution in respect of any deposited ordinary shares, the Depositary will distribute the property it receives to holders of the ADSs, after deduction or upon payment of any taxes, charges and fees provided for in the deposit agreement, in proportion to their holdings of ADSs. If a distribution that we make in respect of deposited ordinary shares consists of a dividend in, or free distribution of, ordinary shares, the Depositary may, and will, if we request, distribute to holders of the ADSs, in proportion to their holdings of ADSs, additional ADSs representing the amount of ordinary shares
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Classification: Limited
received as such dividend or free distribution. If the Depositary does not distribute additional ADSs, each ADS will from then forward also represent its proportional share of the additional ordinary shares distributed in respect of the deposited ordinary shares before the dividend or free distribution.
If the Depositary determines that any distribution of property, other than cash or ordinary shares, cannot be made proportionately among ADS holders or if for any other reason, including any requirement that we or the Depositary withhold an amount on account of taxes or other governmental charges, the Depositary deems that such a distribution is not feasible, the Depositary may dispose of all or part of the property in any manner, including by public or private sale, that it deems equitable and practicable. The Depositary will then distribute the net proceeds of any such sale (net of any fees and expenses of the Depositary provided for in the deposit agreement) to ADS holders as in the case of a distribution received in cash.
Redemption
If the Depositary receives notice of redemption of Deposited Securities, it will surrender those Deposited Securities on the redemption date and call for surrender of a corresponding number of ADSs. Upon surrenders of the ADSs called for surrender, the Depositary will deliver the proceeds of the redeemed Deposited Securities as described above under “—Deposit and Withdrawal”.
Record Date
Whenever any cash dividend or other cash distribution becomes payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the deposited ordinary shares, or whenever the Depositary causes a change in the number of ordinary shares represented by each ADS or receives notice of any meeting of holders of ordinary shares, the Depositary will fix a record date, which shall be as close as possible to the corresponding record date set by us, for the determination of the ADS holders who are entitled to receive the dividend distribution, distribution of rights or the net proceeds of the sale of ordinary shares as the case may be, or to give instructions for the exercise of voting rights at the meeting, subject to the provisions of the deposit agreement.
Voting of the Underlying Deposited Securities
When the Depositary receives notice of any meeting or solicitation of consents or proxies of holders of ordinary shares, it will, if we request, as soon as practicable thereafter, mail to the record holders of ADSs a notice including:
· | the information contained in the notice of meeting; | |
· | a statement that the record holders of ADSs at the close of business on a specified record date will be entitled, subject to any applicable provision of Scottish law and the Articles of Association or any similar document of ours, to instruct the Depositary as to the exercise of any voting rights pertaining to the ordinary shares represented by their ADSs; and | |
· | a brief explanation of how they may give instructions, including an express indication that they may be deemed to have instructed the Depositary to give a discretionary proxy to designated member or members of our board of directors if no such instruction is received. |
The Depositary has agreed that it will endeavor, in so far as practical, to vote or cause to be voted the ordinary shares in accordance with any written non-discretionary instructions of record holders of ADRs that it receives on or before the date set by the Depositary for that purpose. However, holders of ADRs may not receive notice or otherwise learn of a meeting of holders of ordinary shares in time to instruct the Depositary prior to a cut-off date the Depositary will set. The Depositary will not vote the ordinary shares except in accordance with such instructions or deemed instructions.
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Classification: Limited
If the Depositary does not receive instructions from an ADS holder on or before the date the Depositary establishes for this purpose, the Depositary may deem such holder to have directed the Depositary to give a discretionary proxy to a designated member or members of our board of directors. However, the Depositary will not give a discretionary proxy to a designated member or the Directors with respect to any matter as to which we inform the Depositary that:
· | we do not wish the proxy to be given; | |
· | substantial opposition exists; or | |
· | the rights of holders of the ordinary shares may be materially affected. |
Holders of ADSs will not be entitled to vote ordinary shares directly.
Inspection of Transfer Books
The Depositary will, at its office in New York City, keep books for the registration and transfer of ADSs. These books will be open for inspection by ADS holders at all reasonable times. However, this inspection may not be for the purpose of communicating with ADS holders in the interest of a business or object other than our business or a matter related to the deposit agreement or the ADSs.
Reports and Notices
We will furnish the Depositary with our annual and interim reports as described under “Incorporation of Documents by Reference”. The Depositary will make available at its office in New York City, for any ADS holder to inspect, any reports and communications received from us that are both received by the Depositary as holder of ordinary shares and made generally available by us to the holders of those ordinary shares, including our annual report and accounts and interim report and accounts. Upon our written request, the Depositary will mail copies of those reports to ADS holders as provided in the deposit agreement.
On or before the first date on which we give notice, by publication or otherwise, of:
· | any meeting of holders of the ordinary shares; | |
· | any adjourned meeting of holders of the ordinary shares; or | |
· | the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of the ordinary shares, |
we have agreed to transmit to the Depositary and the custodian a copy of the notice in the form given or to be given to holders of the ordinary shares. If requested in writing by us, the Depositary will, at our expense, arrange for the prompt transmittal or mailing of such notices, and any other reports or communications made generally available to holders of the ordinary shares, to all holders of ADSs.
Amendment and Termination of the Deposit Agreement
The form of the ADRs and any provisions of the deposit agreement may at any time and from time to time be amended by agreement between us and the Depositary, without the consent of holders of ADSs, in any respect which we and the Depositary may deem necessary or advisable. Any amendment that imposes or increases any fees or charges, other than taxes and other governmental charges, registration fees, transmission costs, delivery costs or other such expenses, or that otherwise prejudices any substantial existing right of holders of outstanding ADSs, will not take effect as to outstanding ADSs until thirty (30) days after notice of the amendment has been given to the record holders of those ADRs. Every holder of ADSs at the time an amendment becomes effective will be deemed by continuing to hold the ADSs to consent and agree to the amendment and to be bound by the deposit agreement or the ADR as amended. No
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Classification: Limited
amendment may impair the right of any holder of ADSs to surrender ADSs and receive in return the ordinary shares represented by those ADSs.
Whenever we direct, the Depositary has agreed to terminate the deposit agreement by mailing a termination notice to the record holders of all ADSs then outstanding at least thirty (30) days before the date fixed in the notice of termination. The Depositary may likewise terminate the deposit agreement by mailing a termination notice to us and the record holders of all ADSs then outstanding if at any time sixty (60) days shall have expired since the Depositary delivered a written notice to us of its election to resign and a successor depositary shall not have been appointed and accepted its appointment.
If any ADSs remain outstanding after the date of any termination, the Depositary will then:
· | discontinue the registration of transfers of ADSs; | |
· | suspend the distribution of dividends to holders of ADSs; and | |
· | not give any further notices or perform any further acts under the deposit agreement, except those listed below, with respect to those ADSs. |
The Depositary will, however, continue to collect dividends and other distributions pertaining to the ordinary shares. It will also continue to sell rights and other property as provided in the deposit agreement and deliver ordinary shares, together with any dividends or other distributions received with respect to them and the net proceeds of the sale of any rights or other property, in exchange for ADSs surrendered to it.
At any time after the expiration of one year from the date of termination of the deposit agreement, the Depositary may sell the ordinary shares then held. The Depositary will then hold uninvested the net proceeds of any such sales, together with any other cash then held by it under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the holders of ADSs that have not previously been surrendered.
Charges of the Depositary
The following charges shall be incurred by any party depositing or withdrawing ordinary shares, or by any party surrendering ADSs or to whom ADSs are issued:
· | any applicable taxes or other governmental charges the Depositary or custodian have to pay on any ADS or ordinary share underlying an ADS; | |
· | any applicable registration or transfer fees on deposits or withdrawals of ordinary shares; | |
· | cable, telex, facsimile transmission and delivery charges which the deposit agreement provides are at the expense of the holders of ADSs or persons depositing or withdrawing ordinary shares; | |
· | expenses incurred or paid by the Depositary in any conversion of foreign currency into dollars $5.00 (or less per 100 ADSs (or portion of 100 ADSs)) |
· | Issuances of ADSs, including issuances resulting from a distribution of shares or rights or other property | |
· | Cancelation of ADS for the purpose of withdrawal, including if the deposit agreement terminates | |
· | Any cash distribution to ADS registered holders $.02 (or less) per ADS |
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Classification: Limited
· | a fee for the distribution to ADS holders of any securities in an amount equal to the fee for the delivery of ADRs referred to above which would have been charged if the securities distributed to ADS holders had been ordinary shares which were deposited with the custodian; and | |
· | any charges incurred by the Depositary or its agents for the servicing of ordinary shares. |
Under the deposit agreement, the Depositary may charge an annual fee of $0.02 or less per ADS for depositary services.
The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
The holders of ADSs will be responsible for any taxes or other governmental charges payable on their ADRs or on the ordinary shares. The Depositary may refuse to transfer ADSs or allow withdrawal of the ordinary shares until such taxes or other charges are paid. The Depositary may apply payments owed to holders of ADSs or sell deposited ordinary shares underlying such ADSs to pay any taxes owed and holders of ADSs will remain liable for any deficiency. If the Depositary sells deposited ordinary shares, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to holders of ADSs any proceeds, or send to holders of ADSs any property, remaining after it has paid the taxes.
Issuance in a Series
We may issue ordinary shares in more than one class or series or that otherwise entitle their holders to rights that vary from the rights to which other ordinary shares entitle their holders. “Series”, as used in this section and when used with respect to ordinary shares, shall mean all outstanding ordinary shares that entitle their holders to identical rights with respect to those ordinary shares, regardless of the title or any other designation that may be assigned to ordinary shares. The Depositary shall direct the Custodian to hold ordinary shares of a Series deposited under the deposit agreement, and other Deposited Securities it receives in respect of those ordinary shares in a segregated account different from the account in which it holds ordinary shares of any other Series.
Ordinary shares of each Series that are deposited under the deposit agreement shall be represented by a “Series” of ADSs separate from the ADSs representing ordinary shares of any other Series. Each series of ADSs, to the extent certificated, shall be evidenced by a “Series” of ADRs separate from the ADRs evidencing ADSs of any other Series.
If the rights to which deposited ordinary shares of a Series entitle their holders are modified such that those rights become identical to the rights to which deposited ordinary shares of another Series entitle their holders, the Depositary shall cause the Custodian to combine the accounts in which the former separate Series of ordinary shares are held, the Series of ADSs representing those ordinary shares will automatically be combined into one Series of ADSs and the Depositary may take any action necessary or convenient to effect that combination. At any time after that combination, the owners of ADRs affected by that combination will be entitled to surrender their ADRs to the Depositary and receive ADRs reflecting the designation of the ADSs owned by them as a result of that combination.
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Classification: Limited
Holders of ADSs of a Series shall be entitled to rights under the deposit agreement only with respect to deposited ordinary shares of the corresponding Series and other Deposited Securities received in respect of deposited ordinary shares of that Series.
Direct Registration System
ADSs not evidenced by ADRs shall be transferable as uncertificated registered securities under the laws of the State of New York.
The Direct Registration System (“DRS”) and Profile Modification System (“Profile”) will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements sent by the Depositary to the owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the ADS registered holder to register such transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS registered holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS registered holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the deposit agreement, shall not constitute negligence or bad faith on the part of the Depositary.
General
Neither the Depositary nor we will be liable to ADS holders if prevented or forbidden or delayed by any present or future law of any country or by any governmental or regulatory authority or stock exchange, any present or future provision of the Articles of Association, any provision of any securities issued or distributed by us, or any act of God or war or terrorism or other circumstances beyond our or its control in performing our or its obligations under the deposit agreement. The obligations of each of us and the Depositary under the deposit agreement are expressly limited to performing our and its specified duties without negligence or bad faith.
The ADSs are transferable on the books of the Depositary or its agent. However, the Depositary may close the transfer books as to ADSs at any time when it deems it expedient to do so in connection with the performance of its duties or at our request. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any ADSs or withdrawal of any ordinary shares, the Depositary or the Custodian may require the person presenting the ADSs or depositing the ordinary shares to pay a sum sufficient to reimburse it for any related tax or other governmental charge and any share transfer or registration fee and any applicable fees payable as provided in the deposit agreement. The Depositary may withhold any dividends or other distributions, or may sell for the account of the holder any part or all of the ordinary shares represented by the ADSs, and may apply those dividends or other distributions or the proceeds of any sale in payment of the tax or other governmental charge. The ADS holder will remain liable for any deficiency.
Any ADS holder may be required from time to time to furnish the Depositary or the Custodian with proof satisfactory to the Depositary of citizenship or residence, exchange control approval, information
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relating to the registration on our books or those that the registrar maintains for us for the ordinary shares in registered form, or other information, to execute certificates and to make representations and warranties that the Depositary deems necessary or proper. Until those requirements have been satisfied, the Depositary may withhold the delivery or registration of transfer of any ADSs or the distribution or sale of any dividend or other distribution or proceeds of any sale or distribution or the delivery of any deposited preference shares or other property related to the ADSs. The delivery or registration of transfer of ADSs may be suspended during any period when the transfer books of the Depositary are closed or if we or the Depositary deems it necessary or advisable. The surrender of outstanding ADSs and the withdrawal of ordinary shares may only be suspended as a result of:
· | temporary delays caused by closing the transfer books or those of the Depositary or the deposit of ordinary shares in connection with voting at shareholder meetings, or the payment of dividends; | |
· | the non-payment of fees, taxes and similar charges; and | |
· | non-compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of ordinary shares. |
DEBT SECURITIES
Each series of notes listed on the New York Stock Exchange and set forth on the cover page to LBG’s annual report on Form 20-F for the fiscal year ended December 31, 2019 has been issued by Lloyds Banking Group plc. Each of these series of notes was issued pursuant to an effective registration statement and a related prospectus and prospectus supplement (if applicable) setting forth the terms of the relevant series of notes.
The following table sets forth the dates of the registration statements, dates of the base prospectuses and dates of issuance for each relevant series of notes (the “Notes”).
Date of Base
Prospectus |
Series |
Registration
Statement |
Date of Issuance | |||
June 3, 2019 | 2.858% Senior Callable Fixed-to-Floating Rate Notes due 2023 | 333-231902 | September 10, 2019 | |||
June 2, 2016 | 3.900% Senior Notes Due 2024 | 333-211791 | March 5, 2019 | |||
June 2, 2016 | 4.050% Senior Notes due 2023 | 333-211791 | August 9, 2018 | |||
June 2, 2016 | 4.550% Senior Notes due 2028 | 333-211791 | August 9, 2018 | |||
June 2, 2016 | Floating Rate Senior Notes due 2021 | 333-211791 | June 14, 2018 | |||
June 2, 2016 | 3.300% Senior Notes due 2021 | 333-21179 | May 1, 2018 | |||
June 2, 2016 | Floating Rate Senior Notes due 2021 | 333-211791 | May 1, 2018 | |||
June 2, 2016 | 4.450% Senior Notes due 2025 | 333-211791 | May 1, 2018 | |||
June 2, 2016 | 4.375% Senior Notes due 2028 | 333-211791 | March 15, 2018 | |||
June 2, 2016 | 4.344% Subordinated Securities due in 2048 | 333-211791 | January 4, 2018 | |||
June 2, 2016 | 3.574% Senior Notes due in 2028 (callable in 2027) | 333-211791 | October 31, 2017 | |||
June 2, 2016 | 2.907% Senior Notes due 2023 (callable in 2022) | 333-211791 | October 31, 2017 |
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Date of Base
Prospectus |
Series |
Registration
Statement |
Date of Issuance | |||
June 2, 2016 | 3.000% Senior Notes due 2022 | 333-211791 | January 4, 2017 | |||
June 2, 2016 | 3.750% Senior Notes due 2027 | 333-211791 | January 4, 2017 | |||
June 2, 2016 | 3.100% Senior Notes due 2021 | 333-211791 | June 30, 2016 | |||
June 7, 2013 | 4.650% Subordinated Securities due 2026 | 333-189150 | March 17, 2016 | |||
June 7, 2013 | 2.700% Senior Notes due 2020 | 333-189150 | August 10, 2015 | |||
June 7, 2013 | 3.500% Senior Notes due 2025 | 333-189150 | May 11, 2015 | |||
June 7, 2013 | 2.400% Senior Notes due 2020 | 333-189150 | March 12, 2015 | |||
June 7, 2013 | 4.500% Subordinated Securities due 2024 | 333-189150 | October 29, 2014 | |||
December 22, 2010 | 6.375% Senior Notes due 2021 | 333-167844 | January 13, 2011 | |||
November 4, 2016 | 5.300% Subordinated Securities due 2045 | 333-214016 | November 4, 2016 | |||
November 4, 2016 | 4.582% Subordinated Securities due 2025 | 333-214016 | November 4, 2016 |
The following descriptions of our Notes is a summary and does not purport to be complete and is qualified in its entirety by the full terms of the Notes and the relevant indenture thereto, which are available at www.sec.com. The description is organized by each base prospectus and includes the description of notes for each issuance there under. References to “accompanying prospectus” refers to the relevant base prospectus for the issuance. To the extent language in the prospectus supplement modifies language in the base prospectus or there is any inconsistency between the information in the base prospectus and the prospectus supplement, the terms of the prospectus supplement govern.
A. | Base Prospectus – dated June 3, 2019: |
DESCRIPTION OF DEBT SECURITIES
Payments
We will make any payments of interest and principal on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that are set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, if we do not make a payment on a series of subordinated debt securities on any payment date, the obligation to make that payment shall be deferred, if it is an interest payment, until the date upon which we pay a dividend on any class of our share capital and, if it is a principal payment, until the first business day after the date that falls six months after the original payment date (a “Deferred Payment Date”). If we fail to make a payment before the Deferred Payment Date, that failure shall not create a default or otherwise allow any holder to sue us for the payment or take any other action. The relevant prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities can be deferred and any other terms relating to payments on subordinated debt securities.
Subordination
Senior Debt Securities
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Classification: Limited
Unless the relevant prospectus supplement provides otherwise, senior debt securities and coupons (if any) appertaining thereto constitute direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, in a winding-up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding up or otherwise, to the claims of all or any creditors, in the manner provided in the relevant subordinated debt indenture.
General
As a consequence of these subordination provisions, if winding-up proceedings should occur, each holder of subordinated debt securities may recover less ratably than the holders of unsubordinated liabilities. If, in any winding-up, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of assets in a winding-up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding-up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
Agreement with Respect to the Exercise of U.K. Bail-in Power
The debt securities may be subject to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus supplement, if the U.K. bail-in power applies to the debt securities of a series, by its acquisition of the debt securities, each holder of such debt securities will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority and (b) the variation of the terms of debt securities or the relevant indenture, if necessary, to give effect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
Redemption of Senior Debt Securities
Tax Redemption of Senior Debt Securities
Unless the relevant prospectus supplement provides otherwise, we will have the option to redeem the senior debt securities of any series, as a whole but not in part, upon not less than 30 nor more than 60 days’ notice to each holder of senior debt securities, on any interest payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid interest, to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if, at any time, we determine that as a result of a change in or amendment to the laws or regulations of a U.K. taxing jurisdiction, including any treaty to which it is a party, or any change in the application or interpretation of those laws or regulations, including a decision of any court or tribunal which change or amendment becomes effective or applicable on or after a date included in the terms of such senior debt securities:
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Classification: Limited
· | in making any payments on the particular series of senior debt securities, we have paid or will or would on the next interest payment date be required to pay Additional Amounts; | |
· | the payment of interest on the next interest payment date in respect of any of the series of senior debt securities would be treated as “a distribution” within the meaning of Chapter 2, Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or reenactment of such Act; or | |
· | on the next interest payment date we would not be entitled to claim a deduction in respect of the payment of interest in computing our U.K. taxation liabilities, or the value of such deduction to us would be materially reduced. |
Prior to the giving of any notice of redemption, we must deliver to the trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing selected by us in a form satisfactory to the trustee confirming that the relevant change or amendment has occurred and that we are entitled to exercise its right of redemption; and (ii) an officer’s certificate, evidencing compliance with such provisions and stating that we are entitled to redeem the senior debt securities pursuant to the terms of such senior debt securities.
Optional Redemption of Senior Debt Securities
The relevant prospectus supplement will specify whether or not the relevant issuer may redeem the senior debt securities of any series, in whole or in part, at its option, including any conditions to its right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the dates on which it may do so. Any notice of redemption of senior debt securities of any series will state, among other items:
· | the redemption date; | |
· | the relevant regular record date or special record date; | |
· | the amount of senior debt securities to be redeemed if less than all of the outstanding senior debt securities of any series is to be redeemed; | |
· | the redemption price; | |
· | that, the redemption price will become due and payable on the redemption date and, if applicable, that interest will cease to accrue on such date; | |
· | the place or places at which such senior debt securities are to be surrendered for payment of the redemption price; and | |
· | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the senior debt securities being redeemed. |
In the case of a partial redemption, the trustee shall select the senior debt securities to be redeemed in any manner which it deems fair and appropriate, and consistent with the rules and regulations of the applicable clearing system.
We or any of our respective subsidiaries may at any time and from time to time purchase senior debt securities of any series in the open market or by tender (available to each holder of senior debt securities of the relevant series) or by private agreement, if applicable law permits. Any senior debt securities of any series that we purchase beneficially for our account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.
Redemption of Subordinated Debt Securities
Any terms of the redemption of any series of subordinated debt securities, whether at our option or upon the occurrence of certain events (including, but not be limited to, the occurrence of certain tax or regulatory events), will be set forth in the relevant prospectus supplement.
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Classification: Limited
Under existing PRA requirements, we may not make any redemption or repurchase of certain debt securities beneficially for our own account, other than a repurchase in connection with dealing in securities, unless, among other things, prior notice to the PRA is given and, in certain circumstances, the PRA has consented or given its permission in advance. The PRA (or any successor thereto) may impose conditions on any redemption or repurchase, all of which will be set out in the accompanying prospectus supplement with respect to any series of debt securities.
Modification and Waiver
We and the trustee may make certain modifications and amendments to the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. Other modifications and amendments may be made to the indenture with the consent of the holder or holders of not less than a majority, or in the case of subordinated debt securities, two-thirds, in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each debt security affected that would:
· | change the stated maturity of the principal amount of any debt security; | |
· | reduce the principal amount of, the interest rates on, or any premium payable upon the redemption of, with respect to, any debt security; | |
· | reduce the amount of principal of discount securities that would be due and payable upon an acceleration of their maturity date; | |
· | change any obligation to pay Additional Amounts; | |
· | change the currency of payment; | |
· | impair the right to institute suit for the enforcement of any payment due and payable; | |
· | reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to modify or amend the relevant indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below); | |
· | modify the subordination provisions or change the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or | |
· | modify any of the above requirements. |
In addition, variations in the terms and conditions of our subordinated debt securities of any series, including modifications relating to subordination, redemption, a Subordinated Debt Security Event of Default, or Subordinated Debt Security Default (as such terms are defined below) as described in the relevant prospectus supplement, may require the permission of, or consent from, the PRA.
Events of Default; Default; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:
· | LBG does not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within 14 days following written notice from the trustee or from holders of 25% in aggregate principal amount of the outstanding senior debt securities of that series to LBG requiring the payment to |
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Classification: Limited
be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, to the trustee, such opinion to be acceptable to the trustee (“Opinion of Counsel”), concluding that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction; provided however, that the trustee may by notice to LBG require LBG to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the trustee may be advised in an Opinion of Counsel, upon which opinion the trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order, then such payment will become due and payable on the expiration of 14 days after the trustee gives written notice to LBG informing it of such resolution. The foregoing shall not otherwise be deemed to impair the right of any holder to receive payment of the principal of and interest on any such security or to institute suit for the enforcement of any such payment; or | ||
· | LBG defaults in the performance or breaches, any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from (i) the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or (ii) holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or | |
· | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for the winding-up of LBG (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency). |
If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the senior outstanding debt securities of that series may at their discretion declare the outstanding senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement and in the case of original issue discount securities, the accreted face amount) together with accrued interest, if any, as provided in the prospectus supplement. However, after such declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding senior debt securities of the series may rescind or annul the declaration of acceleration and its consequences, but only if all Senior Debt Security Events of Default have been cured or waived and all payments due, other than those due as a result of acceleration, have been made. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against LBG to enforce payment. Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.
Unless the relevant prospectus supplement provides otherwise, by accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against LBG whether before or during the winding-up of LBG.
Subordinated Debt Security Events of Default
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Classification: Limited
Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities of LBG shall result if either:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted for the winding-up of LBG other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
The exercise of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a Subordinated Debt Security Event of Default.
If a Subordinated Debt Security Event of Default occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may declare to be due and payable immediately in accordance with the terms of the indenture the principal amount of, any accrued but unpaid payments (or, in the case of original issue discount securities, the accreted face amount, together with any accrued interest), including any deferred interest on the subordinated debt securities of the series. However, after such declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind or annul the declaration of acceleration and its consequences, but only if all Subordinated Debt Security Events of Default have been cured or waived and all payments due, other than those due as a result of acceleration, have been made.
Subordinated Debt Security Defaults
In addition to Subordinated Debt Security Events of Default, the subordinated debt indentures also separately provide for Subordinated Debt Security Defaults. Unless the relevant prospectus supplement provides otherwise, it shall be a “Subordinated Debt Security Default” with respect to any series of subordinated debt securities if:
· | any installment of interest upon any subordinated debt security of that series is not paid on or before its deferred payment date or such other date specified for its payment in the subordinated debt indentures and such failure continues for 14 days; or | |
· | all or any part of the principal of any subordinated debt security of that series is not paid on its deferred payment date, or when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Subordinated Debt Security Default occurs and is continuing, the trustee may commence a proceeding in Scotland (but not elsewhere) for the winding-up of LBG.
However, a failure to make any payment on a series of subordinated debt securities shall not be a Subordinated Debt Security Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers an Opinion of Counsel to the trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the subordinated debt securities.
Unless the relevant prospectus supplement provides otherwise, by accepting a subordinated debt security, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt security or the applicable indenture (or
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Classification: Limited
between obligations which LBG may have under or in respect of any subordinated debt security and any liability owed by a holder or the trustee to LBG) that they might otherwise have against LBG, whether before or during the winding-up or liquidation of LBG.
Events of Default and Defaults–General
Subject to certain exceptions, such as in the case of a default in the payment of the principal (or premium, if any) or interest on a senior debt security, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default, provided that in the opinion of the trustee, the interests of the holders shall not be materially prejudiced thereby and provided further that the trustee shall not exercise any powers conferred on it in contravention of any notice in writing to LBG and the trustee of a declaration described in “—Senior Debt Security Event of Default” above but so that no such notice shall affect any waiver or authorization previously given or made.
The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the indenture which cannot be modified or amended without the consent of each holder of debt securities of such affected series.
Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and does not expose the trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.
The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, has been cured or waived; provided that the trustee shall be protected in withholding notice (except for a payment default) if it determines in good faith that withholding notice is in the interest of the holders of the debt securities of the affected series.
We are required to furnish to the trustee a statement as to our compliance with all conditions and covenants under the indenture (i) annually, and (ii) within five Business Days of a written request from the trustee.
Consolidation, Merger and Sale of Assets; Assumption
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Classification: Limited
We may, without the consent of the holders of any of the debt securities, consolidate or amalgamate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation or into which we are merged, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the debt securities, and under the applicable indenture, immediately after giving effect to such transaction, no event of default or default shall have occurred and be continuing, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Governing Law
The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination provisions relating to each series of debt securities issued by LBG in the relevant indenture will be governed and construed in accordance with the laws of Scotland.
Notices
All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the registers maintained by the trustee.
The Trustee
The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act of 1939, as amended (“TIA”). Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indentures at the request of any holder of notes, unless offered reasonable indemnity or security deemed satisfactory to the trustee in its sole discretion, by the holder against the costs, expense and liabilities which might be incurred thereby. LBG and certain members of the Group maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon under a nominee name is also the book-entry depositary with respect to certain of our debt securities and the depositary with respect to the ADSs representing certain of our ordinary shares.
Consent to Service of Process
Under the indentures, LBG irrevocably designates Stephen J. Dolmatch, Chief Legal Officer, North America, Lloyds Bank Corporate Markets (or any successor thereto), currently of 1095 Avenue of the Americas, New York, NY 10036, as the authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in the Borough of Manhattan, in The City of New York, New York and LBG irrevocably submits to the jurisdiction of those courts.
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES
Form of Debt Securities; Book-Entry System
General
Unless the relevant prospectus supplement states otherwise, the debt securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be
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Classification: Limited
deposited with or on behalf of one or more depositaries, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities, are exchanged in whole or in part for other securities under the terms of the applicable indenture or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.
Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.
The debt securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg.
Neither we nor the trustee nor any of our or their agents has any responsibility for any aspect of the actions of DTC, Euroclear or Clearstream Luxembourg or any of their direct or indirect participants. Neither we nor the trustee nor any of our or their agents has any responsibility for any aspect of the records kept by DTC, Euroclear or Clearstream Luxembourg or any of their direct or indirect participants. Neither we nor the trustee nor any of our or their agents supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.
DTC, Euroclear or Clearstream Luxembourg and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. Investors should be aware that DTC, Euroclear or Clearstream Luxembourg and their participants are not obligated to perform these procedures and may modify them or discontinue them at any time.
The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Euroclear or Clearstream Luxembourg as they are currently in effect. Those systems could change their rules and procedures at any time.
So long as the depositary, or its nominee, is the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for all purposes under the indentures. Except as described below under the heading “—Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities registered in its name, receive or be entitled to receive physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indentures. Each person having an ownership or other interest in debt securities must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indentures, the debt securities.
Payments on Global Securities
Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. We, the trustee and any of our and their agents will not have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we make to the depositary.
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Classification: Limited
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg have advised us as follows:
DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.
Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the debt securities. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”), and applicable law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.
Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries.
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Classification: Limited
Clearstream Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream Luxembourg system is also available to others that clear through Clearstream Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear. Distributions with respect to the securities held beneficially through Clearstream Luxembourg are credited to cash accounts of Clearstream Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.
Other Clearing Systems. We may choose any other clearing system for a particular series of securities.
The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.
Primary Distribution
The distribution of debt securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for debt securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.
Clearance and settlement procedures may vary from one series of debt securities to another according to the currency that is chosen for the specific series of debt securities. Customary clearance and settlement procedures are described below.
We will submit applications to the relevant system or systems for the debt securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the applicable prospectus supplement.
Clearance and Settlement Procedures
DTC. DTC participants that hold debt securities through DTC on behalf of investors will follow the settlement practices applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System.
Debt securities will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities will be credited free of payment on the settlement date. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC Participants involved.
Euroclear and Clearstream Luxembourg. We understand that investors that hold debt securities through Euroclear or Clearstream Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for securities.
Debt securities will be credited to the securities custody accounts of Euroclear and Clearstream Luxembourg participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.
Secondary Market Trading
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Classification: Limited
Trading Between DTC Participants
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.
If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.
Trading Between Euroclear and/or Clearstream Luxembourg Participants
We understand that secondary market trading between Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form for securities.
Trading Between a DTC Seller and a Euroclear or Clearstream Luxembourg Purchaser
A purchaser of debt securities that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the debt securities from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream Luxembourg participant. Euroclear or Clearstream Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream Luxembourg to receive the debt securities either against payment or free of payment.
The interests in the debt securities will be credited to the respective clearing system. The clearing system will then credit the account of the participant, following its usual procedures. Credit for the debt securities will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities will accrue from, the valid date, which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will be valued as of the actual settlement date instead.
Euroclear participants or Clearstream Luxembourg participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt securities are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants purchasing debt securities would incur overdraft charges for one business day (assuming they cleared the overdraft as soon as the securities were credited to their accounts). However, any interest on the debt securities would accrue from the value date. Therefore, in many cases, the investment income on debt securities that is earned during that one-business day period may substantially reduce or offset the amount of the overdraft charges. This result will, however, depend on each participant’s particular cost of funds.
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Classification: Limited
Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to deliver debt securities to the depositary on behalf of Euroclear participants or Clearstream Luxembourg participants. The sale proceeds will be available to the DTC seller on the settlement date. For DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.
Special Timing Considerations
Investors should be aware that they will only be able to make and receive deliveries, payments and other communications involving the debt securities through Clearstream Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities to receive or make a payment or delivery of the debt securities on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream Luxembourg or Euroclear is used.
Issuance of Definitive Securities
So long as the depositary holds the global securities of a particular series of debt securities such global securities will not be exchangeable for definitive securities of that series unless:
· | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or the depositary ceases to be a clearing agency registered under the Exchange Act; | |
· | we are wound up and we fail to make a payment on the debt securities or when due; or | |
· | at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities should be exchanged for definitive debt securities of that series in registered form. |
Each person having an ownership or other interest in a debt security or capital security, as applicable, must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion that debt securities shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.
Unless otherwise specified in the relevant prospectus supplement, definitive debt securities will be issued in registered form only. To the extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.
Payments in respect of each series of definitive securities will be made to the person in whose name such definitive securities are registered as it appears in the register for that series of debt securities. Payments will be made in respect of the debt securities by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
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Classification: Limited
If we issue definitive debt securities of a particular series in exchange for a particular global security, the depositary, as holder of that global security, will surrender it against receipt of the definitive debt securities cancel the book-entry debt securities of that series, and distribute the definitive debt securities of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.
If definitive securities are issued in the limited circumstances described above, those securities (i) will be transferable only on the register for that series of debt securities, and (ii) may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.
1. | Prospectus Supplement – 2.858% Senior Callable Fixed-to-Floating Rate Notes due 2023: |
DESCRIPTION OF THE SENIOR NOTES
The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
The Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on March 17, 2023. The Senior Notes bear interest at a fixed annual rate during the fixed rate period and at a floating annual rate during the floating rate period, each as described below.
During the fixed rate period, interest will accrue from September 17, 2019 on the Senior Notes at a fixed rate of 2.858% per annum. Interest accrued on the Senior Notes during the fixed rate period will be payable semi-annually in arrears on March 17 and September 17 of each year, commencing on March 17, 2020. We refer to each such interest payment date during the fixed rate period as a “fixed rate interest payment date”.
During the floating rate period, interest will accrue on the Senior Notes at a floating annual rate equal to LIBOR (as defined below) on the applicable interest determination date (as defined below) plus 124.9 basis points (1.249%). Interest accrued on the Senior Notes during the floating rate period will be payable quarterly in arrears on June 17, 2022, September 17, 2022, December 17, 2022 and March 17, 2023. We refer to each such interest payment date during the floating rate period as a “floating rate interest payment date”, and together with the fixed rate interest payment dates, the “interest payment dates”.
The “fixed rate period” is from, and including, September 17, 2019 to, but excluding, March 17, 2022 and the “floating rate period” starts from, and including, March 17, 2022 to, but excluding, March 17, 2023.
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Classification: Limited
Interest will be paid to holders of record of the Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu and without any preference among themselves and at least pari passu, with all of our other outstanding unsecured and unsubordinated obligations, present and future, subject to such exceptions as may be provided by mandatory provisions of applicable law.
The Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a ninth supplemental indenture to be dated as of September 17, 2019 (the “Ninth Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on September 17, 2019. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be
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Classification: Limited
paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee nor our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Fixed Rate Period
Interest on the Senior Notes during the fixed rate period will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled fixed rate interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after such scheduled fixed rate interest payment date.
Floating Rate Period
Interest on the Senior Notes during the floating rate period will be calculated on the basis of a 360-day year and the actual number of days elapsed. The interest rate for the Senior Notes during the floating rate period will be reset on each floating rate interest payment date (each, an “interest reset date”). If any scheduled floating rate interest payment date (other than the maturity date) is not a business day, such floating rate interest payment date will be postponed to the next succeeding business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding calendar month, such floating rate interest payment date will be the immediately preceding business day. In each such case, except for the floating rate interest payment date falling on the maturity date for the notes, the floating rate interest periods (as defined below) and the interest reset dates will be adjusted accordingly to calculate the amount of interest payable on the notes.
The first “floating rate interest period” will begin on, and include, the last fixed rate interest payment date to, but exclude, the first floating interest payment date. Each subsequent floating rate interest period will begin on, and include, a floating interest payment date to, but exclude, the immediately succeeding floating interest payment date, except that the final floating rate interest period will end on, but exclude, the maturity date.
LIBOR Calculation
The Bank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”), will determine LIBOR for each floating rate interest period on the second London Banking Day (as defined below) prior to the first day of such floating rate interest period (an “interest determination date”).
“LIBOR”, with respect to a floating rate interest period shall be the offered rate (expressed as a percentage per annum) for deposits of U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time.
If no rate appears on the Designated LIBOR Page (and subject as provided below under “—Benchmark Discontinuation”), LIBOR will be determined for such interest determination date on the basis of the rates at approximately 11:00 a.m., London time, on such interest determination date at which deposits in U.S.
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Classification: Limited
dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by us, for a term of three months and in a Representative Amount. We will request that the principal London office of each of such banks provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such floating rate interest period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such floating rate interest period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the City of New York on such interest determination date by three major banks in New York City, selected by us, for loans in U.S. dollars to leading European banks, for a term of three months and in a Representative Amount. If at least two such quotations are provided, LIBOR for such floating rate interest period will be the arithmetic mean of such quotations. If fewer than two quotations are provided (including if no published LIBOR is available and banks are unable or unwilling to provide quotations for the calculation of LIBOR), then the applicable interest rate for such floating rate interest period will be the interest rate applicable during the preceding floating rate interest period or the original fixed interest rate of the Senior Notes, as applicable.
A “London Banking Day” means any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.
“Designated LIBOR Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no longer does so for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Representative Amount” means an amount that in our judgment is representative for a single transaction in U.S. dollars in such market at such time.
All calculations of the Calculation Agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Issuer, the Trustee, the paying agent and on the holders of the Senior Notes.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the Senior Notes during the applicable Interest Periods for those Senior Notes will in no event be higher than the maximum rate permitted by law or lower than 0% per annum.
Benchmark Discontinuation
General
Notwithstanding the provisions in “—LIBOR Calculation”, if a Benchmark Event occurs in relation to an Original Reference Rate when any interest rate (or any component part thereof), remains to be determined by reference to such Original Reference Rate, then the Issuer shall use its reasonable efforts to appoint and consult with an Independent Adviser, as soon as reasonably practicable, to advise the Issuer in determining a Successor Rate, or, if applicable, an Alternative Rate and, in either case, an Adjustment Spread and any Benchmark Amendments.
If, notwithstanding its reasonable efforts, the Issuer is unable to appoint and consult with an Independent Adviser in accordance with the foregoing paragraph, it shall nevertheless be entitled, acting in good faith and in a commercially reasonable manner, to make any and all determinations expressed to be
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made by the Issuer in this section “—Benchmark Discontinuation”, notwithstanding that such determinations are not made following consultation with an independent Adviser (and references below to the Issuer consulting with an Independent Adviser should be read accordingly).
If the Issuer following consultation with the Independent Adviser, determines that:
(A) there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine each interest rate (or the relevant component part(s) thereof) for all relevant future payments of interest on the Senior Notes (subject to any Benchmark Event subsequently occurring in respect of such Successor Rate); or
(B) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine each interest rate (or the relevant component part(s) thereof) for all relevant future payments of interest on the Senior Notes (subject to any Benchmark Event subsequently occurring in respect of such Alternative Rate).
The applicable Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be) for each subsequent determination of a relevant interest rate (or a component part thereof) by reference to such Successor Rate or Alternative Rate (as applicable).
Benchmark Amendments
If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this “—Benchmark Discontinuation—General” section and the Issuer, following consultation with the Independent Adviser, determines (A) that amendments to the terms of the Senior Notes and the Indenture are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the “Benchmark Amendments”) and (B) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with “—Notices”, without any requirement for the consent or approval of holders of the Senior Notes, vary the terms of the Senior Notes and the Indenture to give effect to such Benchmark Amendments with effect from the date specified in such notice.
In connection with any such variation in accordance with this “—Benchmark Amendments”, the Issuer shall comply with the rules of the stock exchange on which the Senior Notes are for the time being listed or admitted to trading.
Notwithstanding any other provision of this “—Benchmark Discontinuation—General” section, no Successor Rate or Alternative Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any other amendment to the terms of the Senior Notes or the Indenture be made to effect the Benchmark Amendments, if and to the extent that, in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Senior Notes as eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations.
Notices
Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this “—Benchmark Discontinuation” will be notified promptly by the Issuer to the Trustee, the Calculation Agent, the paying agent and the holders of the Senior Notes. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.
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No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certificate signed by two authorized signatories of the Issuer: where a Benchmark Event in relation to an Original Reference Rate has occurred in accordance with “—Benchmark Discontinuation—General” above: (x) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) the Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this “—Benchmark Discontinuation”; (y) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread; and (z) certifying that (i) the Issuer has duly consulted with an Independent Adviser with respect to each of the matters above or, if that is not the case, (ii) explaining, in reasonable detail, why the Issuer has not done so.
The Trustee shall be entitled to rely on such certificate (without inquiry or liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to the Trustee’s ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Calculation Agent, the Paying Agents and the holders of the Senior Notes.
Without prejudice to the obligations of the Issuer, the Original Reference Rate and the fallback provisions provided for in “—LIBOR Calculation”, as applicable, will continue to apply unless and until the Calculation Agent has been notified of the Successor Rate or the Alternative Rate (as the case may be), and the Adjustment Spread and Benchmark Amendments (if any) determined in accordance with “—Benchmark Discontinuation—General” in accordance with “—Notices”.
If, following a Benchmark Event, the Issuer endeavors, but is unable, to determine a Successor Rate or an Alternative Rate (and, in each case, the applicable Adjustment Spread and any Benchmark Amendments) pursuant to the foregoing provisions, the Issuer may, prior to each subsequent interest determination date, re-apply the provisions of this section “—Benchmark Discontinuation” on one or more occasions until a Successor Rate or Alternative Rate (and, in either case, the applicable Adjustment Spread and any Benchmark Amendments) has been determined and notified as provided above (and, until such determination and notification, if any, the fallback provisions provided for in “—LIBOR Calculation”, as applicable, will continue to apply).
An Independent Adviser appointed pursuant to this “—Benchmark Discontinuation” shall act in good faith as an expert and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Trustee, the Calculation Agent, the paying agent, or the holders of the Senior Notes for any advice given to the Issuer in connection with any determination made by the Issuer, pursuant to this “—Benchmark Discontinuation”.
In making any determination, the Issuer shall act in good faith and, in the absence of bad faith or fraud, the Issuer shall have no liability whatsoever to the Trustee, the Calculation Agent, the paying agent, or the holders of the Senior Notes for any such determination made by it.
By its acquisition of Senior Notes, each holder and beneficial owner of the Senior Notes and each subsequent holder and beneficial owner acknowledges, accepts, agrees to be bound by, and consents to, the Issuer’s determination of the Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, as contemplated by this section “—Benchmark Discontinuation”, and to any amendment or alteration of the terms and conditions of the Senior Notes, and the Indenture including an amendment of the amount of interest due on the Senior Notes, as may be required in order to give effect to this section “—Benchmark Discontinuation”. The Trustee and the Calculation Agent shall both be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment or amendment
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to the calculation agency agreement which may be necessary to effect the Successor Rate, the Alternative Rate the Adjustment Spread or the Benchmark Amendments, as applicable.
By its acquisition of Senior Notes, each holder and beneficial owner of Senior Notes and each subsequent holder and beneficial owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or abstains from taking, in each case in accordance with this section “—Benchmark Discontinuation” or any losses suffered in connection therewith.
By its acquisition of Senior Notes, each holder and beneficial owner of Senior Notes and each subsequent holder and beneficial owner agrees that neither the Trustee, the Calculation Agent or any paying agent will have any obligation to determine any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, including in the event of any failure by the Issuer to determine any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable.
Benchmark Discontinuation Definitions
Unless the context otherwise requires, the following defined terms shall have the meanings set out below:
“Adjustment Spread” means either (a) a spread (which may be positive, negative or zero), or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:
(i) in the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt, in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body;
(ii) if no such recommendation has been made, or in the case of an Alternative Rate, the Issuer, following consultation with the Independent Adviser, determines is customarily applied to the relevant Successor Rate or Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or
(iii) if the Issuer determines there is no such spread, formula or methodology customarily applied, the Issuer determines, following consultation with the Independent Adviser is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be).
“Alternative Rate” means an alternative benchmark or screen rate which the Issuer determines is customarily applied in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof) for a commensurate interest period and in the same currency as the Senior Notes.
“Benchmark Amendments” has the meaning given to it in “—Benchmark Amendments”.
“Benchmark Event” means, with respect to an Original Reference Rate:
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(i) the Original Reference Rate ceasing to be published for a period of at least five business days or ceasing to exist; or
(ii) the making of a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or
(iii) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or
(iv) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference Rate will be prohibited from being used either generally or in respect of the Senior Notes, or that its use will be subject to restrictions or adverse consequences; or
(v) the making of an official announcement by the Supervisor of the administrator of the Original Reference Rate, with effect from a date after 31 December 2021, that the Original Reference Rate is no longer representative of its relevant underlying market; or
(vi) it has or will prior to the next interest determination date or interest reset date, as applicable, become unlawful for any paying agent, the Calculation Agent or the Issuer to calculate any payments due to be made to any holder of the Senior Notes using the Original Reference Rate (including, without limitation, under the Benchmark Regulation (EU) 2016/1011, if applicable),
provided that in the case of paragraphs (ii) to (iv) above, the Benchmark Event shall occur on the date of the cessation of the Original Reference Rate, the discontinuation of the Original Reference Rate or the prohibition of use of the Original Reference Rate, as the case may be, and not the date of the relevant public statement.
“Independent Adviser” means an independent financial institution of international repute or an independent adviser of recognized standing with appropriate expertise appointed by the Issuer at its own expense.
“Original Reference Rate” means LIBOR (as defined above); provided that if, following one or more Benchmark Events, LIBOR (or any Successor Rate or Alternative Rate which has replaced it) has been replaced by a (or a further) Successor Rate or Alternative Rate and a Benchmark Event subsequently occurs in respect of such Successor Rate or Alternative Rate, the term “Original Reference Rate” shall be deemed to include any such Successor Rate or Alternative Rate).
“Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable):
(i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
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“Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.
Optional Redemption
On at least 5 business days’ but no more than 30 business days’ prior written notice delivered to the registered holders of the Senior Notes, we may, in our sole discretion (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem the Senior Notes, in whole, but not in part, on March 17, 2022, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (the “redemption date”).
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in
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respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Ninth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes shall result if:
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· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of the Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes shall result if:
· | any installment of interest in respect of the Senior Notes is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
· | all or any part of the principal of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not (except in such winding-up, in accordance with “Events of Default” above) declare the principal amount of, or any other amount in respect of, any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or
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measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five business days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
In addition to our right to redeem the Senior Notes described above under “—Optional Redemption”, we may (subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem Senior Notes in whole but not in part if we determine that as a result of a change in or
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amendment to the laws or regulations of the United Kingdom or any political subdivision thereof or authority thereof that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after September 17, 2019:
· | in making any payments on the Senior Notes, we have paid or will or would on the next payment date be required to pay additional amounts; |
· | payments on the next payment date in respect of the Senior Notes would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Loss Absorption Disqualification Event Redemption
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission), having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption Disqualification Event has occurred.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the issue date of the Senior Notes, such Senior Notes are or (in our opinion or the opinions of the Relevant Regulator and/or the United Kingdom resolution authority) are likely to be fully or partially excluded from LBG’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to LBG and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to LBG and/or the Group on the issue date of the Senior Notes.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of
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the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the Relevant Regulator and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to LBG or to the Group).
Conditions to redemption and purchase etc
Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
“Relevant Regulator” means the Prudential Regulation Authority, the Bank of England or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG and/or the Group with respect to prudential and/or resolution matters, as the case may be.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of a Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to LBG (or, in the event of winding-up or administration of LBG, the liquidator or, as applicable, the administrator of LBG) and accordingly such discharge will be deemed not to have taken place.
Trustee; Direction of Trustee
Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Ninth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes and the Indenture.
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Ninth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
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Classification: Limited
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Ninth Supplemental
Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
B. | Base Prospectus – dated June 2, 2016: |
DESCRIPTION OF DEBT SECURITIES
General
The debt securities are not deposits and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States or the United Kingdom.
The indentures do not limit the amount of debt securities that we may issue. We may issue debt securities in one or more series. The relevant prospectus supplement for any particular series of debt securities will contain, where applicable, the following terms of, and other information relating to, any of the offered debt securities:
· | whether LBG or Lloyds Bank is the issuer of the relevant debt securities; | |
· | whether they are senior debt securities or subordinated debt securities; | |
· | their title (which will distinguish the debt securities of the series from all other debt securities), authorized denomination and aggregate principal amount; | |
· | the price or prices at which they will be issued; | |
· | their maturity date; | |
· | the annual interest rate or rates, or how to calculate the interest rate or rates; |
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· | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; | |
· | whether the payment of interest can be deferred; | |
· | whether payments are conditional on our ability to make such payments and remain able to pay our debts as they fall due and that our assets continue to exceed our liabilities (other than subordinated liabilities); | |
· | the times and places for payment of the principal of and premium, if any, and any interest, if any, on the debt securities; | |
· | the terms of any mandatory or optional redemption, including the amount of any premium; | |
· | any repurchase or sinking fund provisions; | |
· | if other than the principal amount thereof, the portion of the principal amount of the debt securities payable upon acceleration or redemption; | |
· | the currency or currencies in which they are denominated and in which we will make any payments; | |
· | whether the debt securities will be issued in whole or in part in the form of one or more global securities; | |
· | provisions, if any, for the exchange, modification or conversion of such debt securities, including, but not limited to, with respect to senior debt securities, the terms, if any, on which such senior debt securities may or will be converted into or exchanged at our option or otherwise for our stock or other securities or for stock or other securities of another entity or other entities, into a basket or baskets of such securities, into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such senior debt securities may or shall be so converted or exchanged; | |
· | whether the amounts of payment of principal of and premium, if any, or interest, if any, on the debt securities may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the calculation agent, if any, who will be appointed and authorized to calculate such amounts; | |
· | any modifications or additions to the events of default with respect to the debt securities offered; | |
· | any additional subordination terms with respect to the subordinated debt securities offered; | |
· | whether and under what circumstances, if other than those described in this prospectus, we will pay additional amounts on the debt securities and whether, and on what terms, if other than those described in this prospectus, we may redeem the debt securities following certain developments with respect to tax laws; | |
· | provisions relating to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority; | |
· | any listing on a securities exchange; and | |
· | any other terms of the debt securities. |
In addition, the prospectus supplement will describe the material U.S. federal and U.K. tax considerations that apply to any particular series of debt securities.
Debt securities may bear interest at a fixed rate or a floating rate. We may sell any subordinated debt securities that bear no interest, or that bear interest at a rate that at the time of issuance is below the prevailing market rate, at a discount to their stated principal amount.
Holders of debt securities shall have no voting rights except those described under the heading “—Modification and Waiver” below.
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Classification: Limited
If we issue subordinated debt securities that, in each case, qualify as Tier 2 capital or other capital for regulatory purposes, the payment, subordination, redemption, events of default and other terms may vary from those described in this prospectus and will be set forth in the relevant prospectus supplement.
Senior Guarantee of Debt Securities Issued by Lloyds Bank
LBG, as guarantor, will fully and unconditionally guarantee payment in full to the holders of senior debt securities issued by Lloyds Bank and payment in full to the Trustee of amounts due and owing under the senior debt indenture. The guarantee is set forth in, and forms part of, the indenture under which senior debt securities will be issued by Lloyds Bank. If, for any reason, Lloyds Bank does not make any required payment in respect of its senior debt securities when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be issued on a senior basis when the guaranteed debt securities are issued under the senior indenture. Holders of senior debt securities issued by Lloyds Bank may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the debt securities, assume all of Lloyds Bank’s rights and obligations under the debt securities and upon such assumption, Lloyds Bank will be released from its liabilities under the senior debt indenture and the senior debt securities.
In addition, because LBG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of Lloyds Bank, its depositors, except to the extent that LBG may be a creditor with recognized claims against it.
Subordinated Guarantee of Debt Securities Issued by Lloyds Bank
LBG, as guarantor, will fully and unconditionally guarantee payment in full to the holders of subordinated debt securities issued by Lloyds Bank and payment in full to the Trustee of amounts due and owing under the subordinated securities indenture. The guarantee is set forth in, and forms part of, the indenture under which subordinated debt securities will be issued by Lloyds Bank. If, for any reason, Lloyds Bank does not make any required payment in respect of its subordinated debt securities when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be issued on a subordinated basis when the guaranteed debt securities are issued under the subordinated debt indenture. Holders of subordinated debt securities issued by Lloyds Bank may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the debt securities, assume all of Lloyds Bank’s rights and obligations under the debt securities and upon such assumption, Lloyds Bank will be released from its liabilities under the subordinated debt indenture and the subordinated debt securities.
Because the guarantee is subordinated, if winding up proceedings with respect to LBG should occur, each holder may recover less ratably than the holders of its unsubordinated liabilities. If, in any such winding up, the amount payable on any guarantee of any series of debt securities and any claims ranking equally with such guarantee are not paid in full, those guarantees and other claims ranking equally will share ratably in any distribution of LBG’s assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the guarantee of any debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
In addition, because LBG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of Lloyds Bank, its depositors, except to the extent that LBG may be a creditor with recognized claims against it.
Payments
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Classification: Limited
We will make any payments of interest and principal on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that are set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, if we do not make a payment on a series of subordinated debt securities on any payment date, the obligation to make that payment shall be deferred, if it is an interest payment, until the date upon which we pay a dividend on any class of our share capital and, if it is a principal payment, until the first business day after the date that falls six months after the original payment date (a “Deferred Payment Date”). If we fail to make a payment before the Deferred Payment Date, that failure shall not create a default or otherwise allow any holder to sue us for the payment or take any other action. The relevant prospectus supplement will set forth the terms on which the payment of interest and principal on the subordinated debt securities can be deferred and any other terms relating to payments on subordinated debt securities.
Subordination
Senior Debt Securities
Unless the relevant prospectus supplement provides otherwise, senior debt securities and coupons (if any) appertaining thereto constitute direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, in a winding up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding up or otherwise, to the claims of all or any creditors, in the manner provided in the relevant subordinated debt indenture.
General
As a consequence of these subordination provisions, if winding up proceedings should occur, each holder of subordinated debt securities may recover less ratably than the holders of unsubordinated liabilities. If, in any winding up, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
Agreement with Respect to the Exercise of U.K. Bail-in Power
The debt securities may be subject to the exercise of the U.K. bail-in power by the relevant U.K. resolution authority. As more fully set out in the relevant prospectus supplement, if the U.K. bail-in power
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applies to the debt securities of a series, by its acquisition of the debt securities, each holder of such debt securities will be bound by (a) the effect of the exercise of any U.K. bail-in power by the relevant U.K. resolution authority and (b) the variation of the terms of debt securities or the relevant indenture, if necessary, to give effect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
Redemption of Senior Debt Securities
Tax Redemption of Senior Debt Securities
Unless the relevant prospectus supplement provides otherwise, we and the guarantor will have the option to redeem the senior debt securities of any series, as a whole but not in part, upon not less than 30 nor more than 60 days’ notice to each holder of senior debt securities, on any interest payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid interest, to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if, at any time, we or the guarantor determines that as a result of a change in or amendment to the laws or regulations of a U.K. taxing jurisdiction, including any treaty to which it is a party, or any change in the application or interpretation of those laws or regulations, including a decision of any court or tribunal which change or amendment becomes effective or applicable on or after a date included in the terms of such senior debt securities:
· | in making any payments on the particular series of senior debt securities or under the guarantee, we or the guarantor has paid or will or would on the next interest payment date be required to pay Additional Amounts; | |
· | the payment of interest on the next interest payment date in respect of any of the series of senior debt securities would be treated as “a distribution” within the meaning of Chapter 2, Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or reenactment of such Act; or | |
· | on the next interest payment date we or the guarantor would not be entitled to claim a deduction in respect of the payment of interest in computing our or the guarantor’s U.K. taxation liabilities, or the value of such deduction to us or the guarantor would be materially reduced. |
Prior to the giving of any notice of redemption, we or the guarantor must deliver to the trustee (i) a written legal opinion of independent United Kingdom counsel of recognized standing selected by us or the guarantor in a form satisfactory to the trustee confirming that the relevant change or amendment has occurred and that we or the guarantor is entitled to exercise its right of redemption; and (ii) an officer’s certificate, evidencing compliance with such provisions and stating that we or the guarantor is entitled to redeem the senior debt securities pursuant to the terms of such senior debt securities.
Optional Redemption of Senior Debt Securities
The relevant prospectus supplement will specify whether or not the relevant issuer may redeem the senior debt securities of any series, in whole or in part, at its option, including any conditions to its right to exercise such option, in any other circumstances and, if so, the prices and any premium at which and the dates on which it may do so. Any notice of redemption of senior debt securities of any series will state, among other items:
· | the redemption date; | |
· | the amount of senior debt securities to be redeemed if less than all of the outstanding senior debt securities of any series is to be redeemed; | |
· | the redemption price; | |
· | that, the redemption price will become due and payable on the redemption date and, if applicable, that interest will cease to accrue on such date; |
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· | the place or places at which such senior debt securities are to be surrendered for payment of the redemption price; and | |
· | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the senior debt securities being redeemed. |
In the case of a partial redemption, the trustee shall select the senior debt securities to be redeemed in any manner which it deems fair and appropriate, and consistent with the rules and regulations of the applicable clearing system.
We or any of our respective subsidiaries may at any time and from time to time purchase senior debt securities of any series in the open market or by tender (available to each holder of senior debt securities of the relevant series) or by private agreement, if applicable law permits. Any senior debt securities of any series that we purchase beneficially for our account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.
Redemption of Subordinated Debt Securities
Any terms of the redemption of any series of subordinated debt securities, whether at our option or upon the occurrence of certain events (including, but not be limited to, the occurrence of certain tax or regulatory events), will be set forth in the relevant prospectus supplement.
Under existing PRA requirements, we may not make any redemption or repurchase of certain debt securities beneficially for our own account, other than a repurchase in connection with dealing in securities, unless, among other things, prior notice to the PRA is given and, in certain circumstances, the PRA has consented or has not objected in advance. The PRA (or any successor thereto) may impose conditions on any redemption or repurchase, all of which will be set out in the accompanying prospectus supplement with respect to any series of debt securities.
Modification and Waiver
We, the guarantor and the trustee may make certain modifications and amendments to the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. Other modifications and amendments may be made to the indenture with the consent of the holder or holders of not less than a majority, or in the case of subordinated debt securities, two-thirds, in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each debt security affected that would:
· | change the stated maturity of the principal amount of any debt security; | |
· | reduce the principal amount of, the interest rates on, or any premium payable upon the redemption of, with respect to, any debt security; | |
· | reduce the amount of principal of discount securities that would be due and payable upon an acceleration of their maturity date; | |
· | change any obligation to pay Additional Amounts; | |
· | change the currency of payment; | |
· | impair the right to institute suit for the enforcement of any payment due and payable; | |
· | reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to modify or amend the relevant indenture or to waive compliance with certain provisions of the relevant indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below); |
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· | modify the subordination provisions or change the terms of our obligations or the obligation of the guarantor in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or | |
· | modify any of the above requirements. |
In addition, material variations in the terms and conditions of our subordinated debt securities of any series, including modifications relating to subordination, redemption, a Subordinated Debt Security Event of Default, or Subordinated Debt Security Default (as such terms are defined below) as described in the relevant prospectus supplement, may require the non-objection from, or consent of, the PRA.
Events of Default; Default; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:
· | LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), does not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within 14 days following written notice from the trustee or from holders of 25% in aggregate principal amount of the outstanding senior debt securities of that series to LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), requiring the payment to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, LBG (as issuer or guarantor, as applicable) or Lloyds Bank, as applicable, delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or Lloyds Bank or other legal advisors, to the trustee, such opinion to be acceptable to the trustee (“Opinion of Counsel”), concluding that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction; provided however, that the trustee may by notice to LBG or Lloyds Bank require the applicable issuer to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the trustee may be advised in an Opinion of Counsel, upon which opinion the trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the applicable issuer will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order, then such payment will become due and payable on the expiration of 14 days after the trustee gives written notice to LBG or Lloyds Bank, as applicable, informing it of such resolution. The foregoing shall not otherwise be deemed to impair the right of any holder to receive payment of the principal of and interest on any such security or to institute suit for the enforcement of any such payment; or | |
· | LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), defaults in the performance or breaches, any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from (i) the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or (ii) holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or | |
· | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for the winding-up of LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), (other than under or in |
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connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency). |
If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the senior outstanding debt securities of that series may at their discretion declare the outstanding senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest, if any, as provided in the prospectus supplement. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration of acceleration and its consequences, but only if all Senior Debt Security Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), to enforce payment. Subject to the indenture provisions for the indemnification of the trustee, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture, must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction, and not expose the trustee to undue risk. The trustee may also take any other action, consistent with the direction, that it deems proper.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.
By accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer) whether before or during the winding up of LBG or Lloyds Bank, as applicable.
Subordinated Debt Security Events of Default
Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” with respect to any series of subordinated debt securities of LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer) with respect to any series of subordinated debt security shall result if either:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted, for the winding-up of LBG (as issuer or guarantor, as applicable) or Lloyds Bank (as issuer), other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If a Subordinated Debt Security Event of Default occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may declare to be due and payable immediately in accordance with the terms of the indenture the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest on the subordinated debt securities of the series. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal
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amount of the outstanding subordinated debt securities of the series may rescind the declaration of acceleration and its consequences, but only if all Subordinated Debt Security Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Subordinated Debt Security Defaults
In addition to Subordinated Debt Security Events of Default, the subordinated debt indentures also separately provide for Subordinated Debt Security Defaults. Unless the relevant prospectus supplement provides otherwise, it shall be a “Subordinated Debt Security Default” with respect to any series of subordinated debt securities if:
· | any installment of interest upon any subordinated debt security of that series is not paid on or before its deferred payment date or such other date specified for its payment in the subordinated debt indentures and such failure continues for 14 days; or | |
· | all or any part of the principal of any subordinated debt security of that series is not paid on its deferred payment date, or when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Subordinated Debt Security Default occurs and is continuing, the trustee may commence a proceeding in England and Scotland (but not elsewhere) for the winding-up of LBG or Lloyds Bank, as applicable.
However, a failure to make any payment on a series of subordinated debt securities shall not be a Subordinated Debt Security Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG or Lloyds Bank delivers an Opinion of Counsel to the trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the subordinated debt securities.
By accepting a subordinated debt security, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt security or the applicable indenture (or between obligations which LBG or Lloyds Bank may have under or in respect of any subordinated debt security and any liability owed by a holder or the trustee to LBG or Lloyds Bank, as applicable) that they might otherwise have against LBG or Lloyds Bank, whether before or during the winding up or liquidation of LBG or Lloyds Bank, as applicable.
Events of Default and Defaults–General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.
Subject to certain exceptions, such as in the case of a payment default, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial to the interests of the holders.
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Classification: Limited
Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and does not expose the trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.
The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the trustee a statement as to our compliance with all conditions and covenants under the indenture (i) annually, and (ii) within five Business Days of a written request from the trustee.
Consolidation, Merger and Sale of Assets; Assumption
We or the guarantor may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our or the guarantor’s assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations on the debt securities or, if applicable, LBG’s obligations under the guarantees of any securities issued by Lloyds Bank, and under the applicable indenture, immediately after giving effect to such transaction, no event of default shall have occurred and be continuing, and we or the guarantor procures the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume the obligations under the debt securities of any series without the consent of any holder, provided that we unconditionally guarantee, which, in the case of subordinated debt securities shall be on a subordinated basis in substantially the manner described above, the obligations of the subsidiary under the debt securities of that series. In such case, all of the direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction in which the assuming subsidiary is incorporated for “U.K. taxing jurisdiction”. However, if the guarantor makes payments under such guarantee, the guarantor shall also be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “—Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes the obligations will also be entitled to redeem the debt securities of
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the relevant series in the circumstances described in “—Redemption of Senior Debt Securities” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.
An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for U.S. federal income tax purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.
Governing Law
The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York and the TIA, one of the U.S. Securities laws, except that, as the indentures specify, (i) the subordination provisions relating to each series of debt securities issued by Lloyds Bank in the relevant indenture will be governed and construed in accordance with the laws of England and the subordination provisions relating to the guarantees endorsed on each such series of debt securities in the indentures will be governed and construed in accordance with the laws of Scotland and (ii) the subordination provisions relating to each series of debt securities issued by LBG in the relevant indenture will be governed and construed in accordance with the laws of Scotland.
Notices
All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the registers maintained by the trustee.
The Trustee
The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the TIA. Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indentures at the request of any holder of notes, unless offered reasonable indemnity or security deemed satisfactory to the trustee in its sole discretion, by the holder against the costs, expense and liabilities which might be incurred thereby. LBG, Lloyds Bank and certain members of the Group maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon under a nominee name is also the book-entry depositary with respect to certain of our debt securities and the depositary with respect to the ADSs representing certain of our preference shares.
Consent to Service of Process
Under the indentures, LBG and Lloyds Bank irrevocably designate their Chief U.S. Counsel, Lloyds Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as the authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in the Borough of Manhattan, in The City of New York, New York and LBG and Lloyds Bank irrevocably submit to the jurisdiction of those courts.
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES
Form of Debt Securities; Book-Entry System
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General
Unless the relevant prospectus supplement states otherwise, the debt securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with or on behalf of one or more depositaries, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities are exchanged in whole or in part for other securities under the terms of the applicable indenture or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.
Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis. Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.
The debt securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg.
Neither we nor the trustee nor any of our or their agents has any responsibility for any aspect of the actions of DTC, Euroclear or Clearstream Luxembourg or any of their direct or indirect participants. Neither we nor the trustee nor any of our or their agents has any responsibility for any aspect of the records kept by DTC, Euroclear or Clearstream Luxembourg or any of their direct or indirect participants. Neither we nor the trustee nor any of our or their agents supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.
DTC, Euroclear or Clearstream Luxembourg and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. Investors should be aware that DTC, Euroclear or Clearstream Luxembourg and their participants are not obligated to perform these procedures and may modify them or discontinue them at any time.
The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Euroclear or Clearstream Luxembourg as they are currently in effect. Those systems could change their rules and procedures at any time.
So long as the depositary, or its nominee, is the holder of a global security, the depositary or its nominee will be considered the sole holder of such global security for all purposes under the indentures. Except as described below under the heading “—Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities registered in its name, receive or be entitled to receive physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indentures. Each person having an ownership or other interest in debt securities must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indentures, the debt securities.
Payments on Global Securities
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Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. We, the guarantor, the trustee and any of our and their agents will not have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we or the guarantor makes to the depositary.
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg have advised us as follows:
DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds securities deposited with it by its participants (“Direct Participants”) and facilitates the post-trade settlement among its Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.
Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the debt securities. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”), and applicable law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.
Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities
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transactions between its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries.
Clearstream Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream Luxembourg system is also available to others that clear through Clearstream Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies. Clearstream Luxembourg is an indirect participant in DTC. Clearstream Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream Luxembourg and Euroclear. Distributions with respect to the securities held beneficially through Clearstream Luxembourg are credited to cash accounts of Clearstream Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream Luxembourg.
Other Clearing Systems. We may choose any other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.
Primary Distribution
The distribution of debt securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for debt securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.
Clearance and settlement procedures may vary from one series of debt securities to another according to the currency that is chosen for the specific series of debt securities. Customary clearance and settlement procedures are described below.
We will submit applications to the relevant system or systems for the debt securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the applicable prospectus supplement.
Clearance and Settlement Procedures
DTC. DTC participants that hold debt securities through DTC on behalf of investors will follow the settlement practices applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System.
Debt securities will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, debt securities will be credited free of payment on the settlement date. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC Participants involved.
Euroclear and Clearstream Luxembourg. We understand that investors that hold debt securities through Euroclear or Clearstream Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for securities.
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Debt securities will be credited to the securities custody accounts of Euroclear and Clearstream Luxembourg participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.
Secondary Market Trading
Trading Between DTC Participants
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable to United States corporate debt obligations in DTC’s Same-Day Funds Settlement System for securities.
If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.
Trading Between Euroclear and/or Clearstream Luxembourg Participants
We understand that secondary market trading between Euroclear and/or Clearstream Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form for securities.
Trading Between a DTC Seller and a Euroclear or Clearstream Luxembourg Purchaser
A purchaser of debt securities that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the debt securities from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream Luxembourg participant. Euroclear or Clearstream Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream Luxembourg to receive the debt securities either against payment or free of payment.
The interests in the debt securities will be credited to the respective clearing system. The clearing system will then credit the account of the participant, following its usual procedures. Credit for the debt securities will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities will accrue from, the value date, which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream Luxembourg cash debit will be valued as of the actual settlement date instead.
Euroclear participants or Clearstream Luxembourg participants will need the funds necessary to process same-day funds settlement. The most direct means of doing this is to pre-position funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream Luxembourg. Under this approach, participants may take on credit exposure to Euroclear or Clearstream Luxembourg until the debt securities are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream Luxembourg has extended a line of credit to them, participants can choose not to pre-position funds and will instead allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear participants or Clearstream Luxembourg participants purchasing debt securities would incur overdraft charges for one business day (assuming they cleared the overdraft as soon as the securities were credited to their accounts). However, any interest on the debt
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securities would accrue from the value date. Therefore, in many cases, the investment income on debt securities that is earned during that one-business day period may substantially reduce or offset the amount of the overdraft charges. This result will, however, depend on each participant’s particular cost of funds.
Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to deliver debt securities to the depositary on behalf of Euroclear participants or Clearstream Luxembourg participants. The sale proceeds will be available to the DTC seller on the settlement date. For DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.
Special Timing Considerations
Investors should be aware that they will only be able to make and receive deliveries, payments and other communications involving the debt securities through Clearstream Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream Luxembourg and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities to receive or make a payment or delivery of the debt securities, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream Luxembourg or Euroclear is used.
Issuance of Definitive Securities
So long as the depositary holds the global securities of a particular series of debt securities, such global securities will not be exchangeable for definitive securities of that series unless:
· | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or the depositary ceases to be a clearing agency registered under the Exchange Act; | |
· | we are wound up and we fail to make a payment on the debt securities when due; or | |
· | at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities should be exchanged for definitive debt securities of that series in registered form. |
Each person having an ownership or other interest in a debt security or capital security, as applicable, must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion that debt securities shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.
Unless otherwise specified in the relevant prospectus supplement, definitive debt securities will be issued in registered form only. To the extent permitted by law, we, the guarantor, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.
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Payments in respect of each series of definitive securities will be made to the person in whose name such definitive securities are registered as it appears in the register for that series of debt securities. Payments will be made in respect of the debt securities by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
If we issue definitive debt securities of a particular series in exchange for a particular global security, the depositary, as holder of that global security, will surrender it against receipt of the definitive debt securities cancel the book-entry debt securities of that series, and distribute the definitive debt securities of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.
If definitive securities are issued in the limited circumstances described above, those securities (i) will be transferable only on the register for that series of debt securities, and (ii) may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.
1. | Prospectus Supplement – 3.9% Senior Notes due 2021: |
DESCRIPTION OF THE SENIOR NOTES
The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
The Senior Notes will be issued in an aggregate principal amount of $1,000,000,000 and will mature on March 12, 2024. From and including the date of issuance, interest will accrue on the Senior Notes at a rate of 3.900% per annum. Interest will accrue on the Senior Notes from March 12, 2019 and will be payable semi-annually in arrears on March 12 and September 12 of each year, commencing on September 12, 2019. Interest will be paid to holders of record of the Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
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The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
The Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by an eighth supplemental indenture to be dated as of March 12, 2019 (the “Eighth Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on March 12, 2019. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so
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deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
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Classification: Limited
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Eighth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest,
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and any Additional Amounts (as defined below), on the Senior Notes. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of the Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes shall result if:
· | any installment of interest in respect of the Senior Notes is not paid on or before its Interest Payment Date and such failure continues for 14 days; or | |
· | all or any part of the principal of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not (except in such winding-up, in accordance with “Events of Default” above) declare the principal amount of, or any other amount in respect of, any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or
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payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of the same series as the Senior Notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may (subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem Senior Notes in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after March 12, 2019:
· | in making any payments on the Senior Notes, we have paid or will or would on the next payment date be required to pay additional amounts; | |
· | payments on the next payment date in respect of the Senior Notes would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
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· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Loss Absorption Disqualification Event Redemption
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission), having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption Disqualification Event has occurred.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the issue date of the Senior Notes, such Senior Notes are or (in our opinion or the opinions of the Relevant Regulator and/or the United Kingdom resolution authority) are likely to be fully or partially excluded from LBG’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to LBG and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to LBG and/or the Group on the issue date of the Senior Notes.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the Relevant Regulator and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to LBG or to the Group).
Conditions to redemption and purchase etc
Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to
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the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
“Relevant Regulator” means the Prudential Regulation Authority, the Bank of England or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG and/or the Group with respect to prudential and/or resolution matters, as the case may be.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of a Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to LBG (or, in the event of winding-up or administration of LBG, the liquidator or, as applicable, the administrator of LBG) and accordingly such discharge will be deemed not to have taken place.
Trustee; Direction of Trustee
Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Eighth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes and the Indenture.
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Eighth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
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Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Eighth Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
2. | Prospectus Supplement – 4.050% Senior Notes due 2023 and 4.550% Senior Notes due 2028: |
DESCRIPTION OF THE SENIOR NOTES
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Each of the 2023 Senior Notes and the 2028 Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a seventh supplemental indenture to be dated as of August 16, 2018 (the “Seventh Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. Each series of Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on August 16, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will
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occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated
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in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Seventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to
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implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes of that series. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of such series of Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes shall result if:
· | any installment of interest in respect of the Senior Notes is not paid on or before its Interest Payment Date and such failure continues for 14 days; or | |
· | all or any part of the principal of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not (except in such winding-up, in accordance with “Events of Default” above) declare the principal amount of, or any other amount in respect of, any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or
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seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
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Classification: Limited
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as a series of the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may (subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem Senior Notes of any series in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after August 16, 2018:
· | in making any payments on the Senior Notes of any series, we have paid or will or would on the next payment date be required to pay additional amounts; | |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or | |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes of any series in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Loss Absorption Disqualification Event Redemption
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission), having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption Disqualification Event has occurred.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the issue
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date of the first tranche of the Senior Notes, such Senior Notes are or (in our opinion or the opinions of the Relevant Regulator and/or the United Kingdom resolution authority) are likely to be fully or partially excluded from LBG’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to LBG and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to LBG and/or the Group on the issue date of the first tranche of the Senior Notes.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the Relevant Regulator and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to LBG or to the Group).
Conditions to redemption and purchase etc
Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
“Relevant Regulator” means the Prudential Regulation Authority, the Bank of England or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG and/or the Group with respect to prudential and/or resolution matters, as the case may be.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to LBG (or, in the event of winding-up or administration of LBG, the liquidator or, as applicable, the administrator of LBG) and accordingly such discharge will be deemed not to have taken place.
Trustee; Direction of Trustee
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Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Seventh Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes and the Indenture.
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Seventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Seventh Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
3. | Prospectus Supplement – Senior Floating Rate Notes due 2021: |
DESCRIPTION OF THE SENIOR NOTES
The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
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The entire principal amount of $500,000,000 of the Senior Notes will mature and become due and payable, together with any accrued and unpaid interest, on June 21, 2021.
The interest rate for the Senior Notes for the first Interest Period (as defined below) will be LIBOR (as defined below) as determined on June 19, 2018 plus the Spread. Thereafter, the interest rate for each Interest Period other than the first Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 80 basis points for the Senior Notes.
The first Interest Payment Date (as defined below) will fall on September 21, 2018. Thereafter, interest on the Senior Notes will be paid quarterly in arrears on March 21, June 21, September 21 and December 21 of each year (together with the initial interest payment date, each a “Interest Payment Date”). However, if an Interest Payment Date would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding calendar month, the applicable Interest Payment Date will be the immediately preceding business day. In each such case, except for the Interest Payment Date falling on the maturity date, the Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the Senior Notes.
The interest rate will be reset on each Interest Payment Date (together with the initial Interest Reset Date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day.
Interest will be paid on the Senior Notes to holders of record of each Senior Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Interest Payment Date.
The first interest period will begin on and include June 21, 2018 and will end on and exclude September 21, 2018. Thereafter, the interest period will be the periods from and including an Interest Payment Date to but excluding the immediately succeeding Interest Payment Date (together with the first interest period, each a “Interest Period”). However, the final Interest Period will be the period from and including the Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date.
LIBOR Calculation
The Bank of New York Mellon, London Branch as calculation agent (the “calculation agent”), will determine LIBOR for each Interest Period on the second London Banking Day (as defined below) prior to the first day of such Interest Period (an “interest determination date”).
“LIBOR”, with respect to an Interest Period, shall be the offered rate (expressed as a percentage per annum) for deposits of U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time.
If no rate appears on the Designated LIBOR Page, LIBOR will be determined for such interest determination date on the basis of the rates at approximately 11:00 a.m., London time, on such interest determination date at which deposits in U.S. dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by us, for a term of three months and in a Representative Amount. We will request that the principal London office of each of such banks provide a
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quotation of its rate. If at least two such quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the City of New York on such interest determination date by three major banks in New York City, selected by us, for loans in U.S. dollars to leading European banks, for a term of three months and in a Representative Amount. If at least two such quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided (including if no published LIBOR is available and banks are unable or unwilling to provide quotations for the calculation of LIBOR), then the applicable interest rate for such Interest Period will be the rate of interest applicable during the preceding Interest Period.
A “London Banking Day” means any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.
“Designated LIBOR Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no longer does so for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Representative Amount” means an amount that in our judgment is representative for a single transaction in U.S. dollars in such market at such time.
All calculations of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Issuer, the Trustee, the Paying Agent and on the holders of the Senior Notes.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the Senior Notes during the applicable Interest Periods for those Senior Notes will in no event be higher than the maximum rate permitted by law or lower than 0% per annum.
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
The Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a sixth supplemental indenture to be dated as of June 21, 2018 (the “Sixth Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
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We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriter expects to deliver the Senior Notes through the facilities of the DTC on June 21, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by
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suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Sixth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then
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the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes of that series. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of such series of Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes shall result if:
· | any installment of interest in respect of the Senior Notes is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
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· | all or any part of the principal of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not (except in such winding-up, in accordance with “Events of Default” above) declare the principal amount of, or any other amount in respect of, any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or
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Classification: Limited
holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may (subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem Senior Notes in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after June 21, 2018:
· | in making any payments on the Senior Notes, we have paid or will or would on the next payment date be required to pay additional amounts; | |
· | payments on the next payment date in respect of any of the Senior Notes would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or | |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described
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further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Loss Absorption Disqualification Event Redemption
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission), having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption Disqualification Event has occurred.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the issue date of the first tranche of the Senior Notes, such Senior Notes are or (in our opinion or the opinions of the Relevant Regulator and/or the United Kingdom resolution authority) are likely to be fully or partially excluded from LBG’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to LBG and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to LBG and/or the Group on the issue date of the first tranche of the Senior Notes.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the Relevant Regulator and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to LBG or to the Group).
Conditions to redemption and purchase etc
Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
“Relevant Regulator” means the Prudential Regulation Authority, the Bank of England or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG and/or the Group with respect to prudential and/or resolution matters, as the case may be.
Waiver of Right to Set-Off
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Classification: Limited
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to LBG (or, in the event of winding-up or administration of LBG, the liquidator or, as applicable, the administrator of LBG) and accordingly such discharge will be deemed not to have taken place.
Trustee; Direction of Trustee
Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Sixth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes and the Indenture.
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Sixth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
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We intend to apply for the listing of the Senior Notes on The New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Sixth Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
4. | Prospectus Supplement – 3.300% Senior Notes due 2021 and Floating Rate Notes due 2021: |
Description of the Senior Notes
In this prospectus supplement, we refer to the Senior Notes due 2021 as the “Fixed Rate Senior Notes”, to the Floating Rate Notes due 2021 as the “Floating Rate Notes” and to the Fixed Rate Senior Notes and the Floating Rate Notes collectively as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
Fixed Rate Senior Notes
The Fixed Rate Senior Notes will be issued in an aggregate principal amount of $1,250,000,000 and will mature on May 7, 2021. From and including the date of issuance, interest will accrue on the Fixed Rate Senior Notes at a rate of 3.300% per annum. Interest will accrue on the Fixed Rate Senior Notes from May 8, 2018 and will be payable semi-annually in arrears on May 7 and November 7 of each year, commencing on November 7, 2018. Interest will be paid to holders of record of the Fixed Rate Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Fixed Rate Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
Floating Rate Notes
The entire principal amount of the Floating Rate Notes will mature and become due and payable, together with any accrued and unpaid interest, on May 7, 2021.
The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on May 3, 2018 plus the Spread. Thereafter, the interest rate for each Floating Rate Interest Period other than the first Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 49 basis points for the Floating Rate Notes.
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Classification: Limited
The first Floating Rate Interest Payment Date (as defined below) will fall on August 7, 2018. Thereafter, interest on the Floating Rate Notes will be paid quarterly in arrears on February 7, May 7, August 7 and November 7 of each year (together with the initial interest payment date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the Floating Rate Notes.
The interest rate will be reset on each Floating Rate Interest Payment Date (together with the initial Interest Reset Date, each an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day.
Interest will be paid on the Floating Rate Notes to holders of record of each Floating Rate Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant Floating Rate Interest Payment Date.
The first interest period will begin on and include May 8, 2018 and will end on and exclude August 7, 2018. Thereafter, the interest period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date.
LIBOR Calculation
The Bank of New York Mellon, as calculation agent (the “calculation agent”), will determine LIBOR for each Floating Rate Interest Period on the second London Banking Day (as defined below) prior to the first day of such Floating Rate Interest Period (an “interest determination date”).
“LIBOR”, with respect to a Floating Rate Interest Period, shall be the offered rate (expressed as a percentage per annum) for deposits of U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time.
If no rate appears on the Designated LIBOR Page, LIBOR will be determined for such interest determination date on the basis of the rates at approximately 11:00 a.m., London time, on such interest determination date at which deposits in U.S. dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by us, for a term of three months and in a Representative Amount. We will request that the principal London office of each of such banks provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the City of New York on such interest determination date by three major banks in New York City, selected by us, for loans in U.S. dollars to leading European banks, for a term of three months and in a Representative Amount. If at least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations
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are provided (including if no published LIBOR is available and banks are unable or unwilling to provide quotations for the calculation of LIBOR), then the applicable interest rate for such Floating Rate Interest Period will be the rate of interest applicable during the preceding Floating Rate Interest Period.
A “London Banking Day” means any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.
“Designated LIBOR Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no longer does so for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Representative Amount” means an amount that in our judgment is representative for a single transaction in U.S. dollars in such market at such time.
All calculations of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Issuer and on the holders of the Senior Notes.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the Senior Notes during the applicable Floating Rate Interest Periods for those notes will in no event be higher than the maximum rate permitted by law or lower than 0% per annum.
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Each of the Fixed Rate Senior Notes and the Floating Rate Notes will constitute a separate series of senior debt securities issued under an indenture dated as of January 21, 2011 (the “Senior Indenture”) among us as Issuer, LBG as Guarantor and The Bank of New York Mellon as trustee (the “Trustee”), as amended by an eighth supplemental indenture to be dated as of May 8, 2018 (the “Eighth Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes of each series will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on May 8, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you
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should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes of the relevant series are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us, LBG or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, LBG, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, LBG, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of Lloyds Bank, LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
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Classification: Limited
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Eighth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice
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by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes of the relevant series offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We or, if applicable, LBG may redeem Senior Notes of any series in whole but not in part if we or, if applicable, LBG determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after May 8, 2018:
· | in making any payments on the Senior Notes of any series, we or, if applicable, LBG have paid or will or would on the next payment date be required to pay additional amounts; | |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or | |
· | on the next payment date we or, if applicable, LBG would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we or, if applicable, LBG elect to redeem the Senior Notes of any series in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we or, if applicable, LBG may redeem
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Classification: Limited
the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by us or LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us or LBG) that they might otherwise have against us or LBG, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against us or LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to us or LBG, as the case may be (or, in the event of winding-up or administration of us or LBG, the liquidator or, as applicable, the administrator of us LBG) and accordingly such discharge will be deemed not to have taken place.
Discharge
We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities—Events of Default; Default; Limitation of Remedies—Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.
However, even if we take these actions, a number of our obligations under the Indenture will survive such release, including but not limited to indemnification of the Trustee and its agents, and the satisfaction of any fees and expenses (including the fees of its counsel) due under the Indenture.
Trustee; Direction of Trustee
Lloyds Bank’s and LBG’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Eighth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes and the Indenture.
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Eighth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s
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duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Guarantee
Payment in full to the holders of the Senior Notes and payment in full to the Trustee of amounts due and owing under the Indenture are fully and unconditionally guaranteed by LBG. The guarantee is set forth in, and forms part of, the Indenture under which Senior Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will constitute LBG’s direct, unconditional, unsecured and unsubordinated obligation ranking pari passu with all LBG’s other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Holders of Senior Notes issued by us may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such assumption, we will be released from our liabilities under the Indenture and the Senior Notes.
Governing Law
The Senior Indenture, the Eighth Supplemental Indenture, the Senior Notes and the guarantee are governed by, and construed in accordance with, the laws of the State of New York.
5. | Prospectus Supplement – 4.450% Senior Notes due 2025: |
DESCRIPTION OF THE SENIOR NOTES
The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus
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under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
The Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on May 8, 2025. From and including the date of issuance, interest will accrue on the Senior Notes at a rate of 4.450% per annum. Interest will accrue on the Senior Notes from May 8, 2018 and will be payable semi-annually in arrears on May 8 and November 8 of each year, commencing on November 8, 2018. Interest will be paid to holders of record of the Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
The Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a fifth supplemental indenture to be dated as of May 8, 2018 (the “Fifth Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on May 8, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus.
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Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act
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2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Fifth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
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For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes of that series. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of such series of Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes shall result if:
· | any installment of interest in respect of the Senior Notes is not paid on or before its Interest Payment Date and such failure continues for 14 days; or | |
· | all or any part of the principal of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not (except in such winding-up, in accordance with “Events of Default” above) declare the principal amount of, or any other amount in respect of, any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any
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final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest
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payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may (subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem Senior Notes in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after May , 2018:
· | in making any payments on the Senior Notes, we have paid or will or would on the next payment date be required to pay additional amounts; | |
· | payments on the next payment date in respect of any of the Senior Notes would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or | |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Loss Absorption Disqualification Event Redemption
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission), having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption Disqualification Event has occurred.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the issue date of the first tranche of the Senior Notes, such Senior Notes are or (in our opinion or the opinions of the Relevant Regulator and/or the United Kingdom resolution authority) are likely to be fully or partially excluded from LBG’s or the Group’s minimum requirements for (A) own funds and eligible liabilities
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and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable to LBG and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to LBG and/or the Group on the issue date of the first tranche of the Senior Notes.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the Relevant Regulator and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to LBG or to the Group).
Conditions to redemption and purchase etc
Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
“Relevant Regulator” means the Prudential Regulation Authority, the Bank of England or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG and/or the Group with respect to prudential and/or resolution matters, as the case may be.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to LBG (or, in the event of winding-up or administration of LBG, the liquidator or, as applicable, the administrator of LBG) and accordingly such discharge will be deemed not to have taken place.
Trustee; Direction of Trustee
Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Fifth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes and the Indenture.
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Classification: Limited
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Fifth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Fifth Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
6. | Prospectus Supplement – 4.375% Notes due 2028: |
DESCRIPTION OF THE SENIOR NOTES
The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
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Classification: Limited
The Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on March 22, 2028. From and including the date of issuance, interest will accrue on the Senior Notes at a rate of 4.375% per annum. Interest will accrue on the Senior Notes from March 22, 2018 and will be payable semi-annually in arrears on March 22 and September 22 of each year, commencing on September 22, 2018. Interest will be paid to holders of record of the Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
The Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a fourth supplemental indenture to be dated as of March 22, 2018 (the “Fourth Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on March 22, 2018. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus.
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Classification: Limited
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant
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Classification: Limited
to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Fourth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
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Classification: Limited
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or | |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes of that series. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of such series of Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes shall result if:
· | any installment of interest in respect of the Senior Notes is not paid on or before its Interest Payment Date and such failure continues for 14 days; or | |
· | all or any part of the principal of the Senior Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not (except in such winding-up, in accordance with “Events of Default” above) declare the principal amount of, or any other amount in respect of, any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the
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Classification: Limited
relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible
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Classification: Limited
with the outstanding Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may (subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem Senior Notes in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after March , 2018:
· | in making any payments on the Senior Notes, we have paid or will or would on the next payment date be required to pay additional amounts; | |
· | payments on the next payment date in respect of any of the Senior Notes would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or | |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Loss Absorption Disqualification Event Redemption
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission), having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption Disqualification Event has occurred.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the issue date of the first tranche of the Senior Notes, such Senior Notes are or (in our opinion or the opinions of the Relevant Regulator and/or the United Kingdom resolution authority) are likely to be fully or partially excluded from LBG’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum requirements are applicable
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Classification: Limited
to LBG and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to LBG and/or the Group on the issue date of the first tranche of the Senior Notes.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the Relevant Regulator and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to LBG or to the Group).
Conditions to redemption and purchase etc
Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
“Relevant Regulator” means the Prudential Regulation Authority, the Bank of England or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG and/or the Group with respect to prudential and/or resolution matters, as the case may be.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to LBG (or, in the event of winding-up or administration of LBG, the liquidator or, as applicable, the administrator of LBG) and accordingly such discharge will be deemed not to have taken place.
Trustee; Direction of Trustee
Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Fourth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes and the Indenture.
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Classification: Limited
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Fourth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Fourth Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
7. | Prospectus Supplement – 4.344% Fixed Rate Subordinated Debt Securities due 2048: |
DESCRIPTION OF THE SUBORDINATED NOTES
The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
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Classification: Limited
The Subordinated Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on January 9, 2048. From and including the date of issuance, interest will accrue on the Subordinated Notes at a rate of 4.344% per annum. Interest will accrue from January 9, 2018. Interest will be payable semi-annually in arrears on January 9 and July 9 of each year, commencing on July 9, 2018. Interest will be paid to holders of record of the Subordinated Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a Business Day.
Interest on the Subordinated Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
There shall be no Deferred Payment Dates (as defined in the accompanying prospectus) in respect of the Subordinated Notes.
In this description of the Subordinated Notes, the following expressions have the following meanings:
“Business Day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
“Capital Disqualification Event” shall be deemed to have occurred if at any time the Issuer determines there is a change (which has occurred or which the Relevant Regulator considers to be sufficiently certain) in the regulatory classification of the Subordinated Notes which becomes effective after January 9, 2018 (the “Issue Date”) and that results, or would be likely to result, in the entire principal amount of the Subordinated Notes being excluded from the Tier 2 Capital of LBG.
“Regulatory Capital Requirements” means any applicable minimum capital or capital requirements specified for banks or financial groups by the Relevant Regulator.
“Relevant Regulator” means the U.K. Prudential Regulation Authority (the “PRA”) or such other governmental authority in the United Kingdom (or if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the Issuer and/or the Group.
“Senior Creditors” means in respect of the Issuer (i) creditors of the Issuer whose claims are admitted to proof in the winding-up or administration of the Issuer and who are unsubordinated creditors of the Issuer and (ii) creditors of the Issuer whose claims are or are expressed to be subordinated to the claims of other creditors of the Issuer (other than those whose claims constitute, or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the Issuer, or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the Subordinated Notes).
“Tier 1 Capital” has the meaning given to it by the Relevant Regulator from time to time.
“Tier 2 Capital” has the meaning given to it by the Relevant Regulator from time to time.
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Classification: Limited
General
The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all amounts due in respect of or arising under (including any damages awarded for breach of any obligations under) the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors.
The rights and claims of the holders of the Subordinated Notes shall rank at least pari passu with the claims of holders of all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital of the Issuer and in priority to (1) the claims of holders of all obligations of the Issuer which constitute Tier 1 Capital of the Issuer, (2) the claims of holders of all undated or perpetual subordinated obligations of the Issuer and (3) the claims of holders of all share capital of the Issuer.
In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.
The Subordinated Notes will constitute a separate series of subordinated debt securities issued under the indenture dated as of November 4, 2014 (the “Subordinated Indenture”) between us and The Bank of New York Mellon acting through its London Branch, as trustee (the “Trustee”), as amended by a seventh supplemental indenture to be dated as of January 9, 2018 (the “Seventh Supplemental Indenture” and, together with the Subordinated Indenture, the “Indenture”) between us and the Trustee. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by one or more global securities in the name of a nominee of DTC. You will hold beneficial interest in the Subordinated Notes through DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of DTC on January 9, 2018. For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Subordinated Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and clearing system operating procedures of DTC, including those of its indirect participants, Euroclear and Clearstream, Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
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All payments in respect of the Subordinated Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Subordinated Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections or regulations (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Subordinated Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Subordinated Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Subordinated Notes, by purchasing or acquiring the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us and the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
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According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Subordinated Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the claims of holders of the Subordinated Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Subordinated Notes upon an insolvency of the Issuer.
No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring the Subordinated Notes, each holder and beneficial owner of the Subordinated Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act of 1939, as amended (the “TIA”); and (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.
By purchasing or acquiring the Subordinated Notes, each holder and beneficial owner shall also be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Subordinated Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” shall result if:
· | a court of competent jurisdiction makes an order for the winding-up of LBG which is not successfully appealed within 30 days; or |
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· | an effective shareholders’ resolution is validly adopted for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Subordinated Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid payments, and any Additional Amounts (as defined below), on the Subordinated Notes. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Defaults
A “Default” with respect to the Subordinated Notes shall result if:
· | any installment of interest is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
· | all or any part of the principal of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not declare the principal amount of any outstanding Subordinated Notes to be due and payable.
However, a failure to make any payment on a Subordinated Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers an opinion of counsel to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Subordinated Notes.
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Subordinated Notes. By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Subordinated Note or the Indenture (or between obligations which LBG may have under or in respect of any Subordinated Note and any liability owed by a holder to LBG) that they might otherwise have against LBG, whether before or during such winding up.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Subordinated Notes may waive any past Event of Default or Default, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Subordinated Note or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Subordinated Notes.
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Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Subordinated Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Subordinated Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Subordinated Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders of the Subordinated Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public, issue date, first interest payment date and temporary CUSIP, ISIN and/or other identifying numbers, provided however that such additional notes must be fungible with the outstanding Subordinated Notes for U.S. federal income tax purposes. Any such additional notes, together with the outstanding Subordinated Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Subordinated Notes or other debt securities that we may issue under such Indenture.
Tax Redemption
If at any time a Tax Event has occurred, LBG may, subject to the satisfaction of the conditions described under “—Conditions to Redemption and Repurchases” below, redeem the Subordinated Notes in whole but not in part at any time at 100% of their principal amount, together with any accrued interest to, but excluding, the date fixed for redemption.
A “Tax Event” is deemed to have occurred if:
(1) LBG determines that as a result of a Tax Law Change, in making any payments on the Subordinated Notes, LBG has paid or will or would on the next payment date be required to pay any Additional Amounts (as defined below) to any holder pursuant to “—Payment of Additional Amounts” below and/or
(2) a Tax Law Change would:
· | result in LBG not being entitled to claim a deduction in respect of any payments in respect of the Subordinated Notes in computing LBG’s taxation liabilities or materially reduce the amount of such deduction; |
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· | prevent the Subordinated Notes from being treated as loan relationships for United Kingdom tax purposes; |
· | as a result of the Subordinated Notes being in issue, result in LBG not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue of the Subordinated Notes or any similar system or systems having like effect as may from time to time exist); |
· | result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Notes or the conversion of the Subordinated Notes into shares or other obligations of LBG; or |
· | result in a Subordinated Note or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, |
in each case, provided that, LBG could not avoid the foregoing in connection with the Subordinated Notes by taking measures reasonably available to it.
“Tax Law Change” means a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes effective on or after the Issue Date, or (y) in the case of a change in law, is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date.
Notice of any redemption of the Subordinated Notes due to the occurrence of a Tax Event will be given to holders not less than 30 nor more than 60 calendar days prior to the date of such redemption in accordance with “—Conditions to Redemption and Repurchases” below, and to the Trustee at least ten (10) Business Days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee (i) a legal opinion, in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an officer’s certificate confirming that (1) all the conditions necessary for redemption have occurred and that LBG could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by LBG on the Issue Date. The Trustee shall be entitled to accept such opinion and officer’s certificate without any further inquiry, in which event such opinion and officer’s certificate shall be conclusive and binding on the Trustee and the holders of the Subordinated Notes.
Redemption due to a Capital Disqualification Event
We may redeem the Subordinated Notes in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of the Subordinated Notes if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred. In the event of such a redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date fixed for redemption. Any
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right of redemption will be subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee an officer’s certificate stating that (1) a Capital Disqualification Event has occurred, and (2) LBG has demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the Issue Date. The Trustee shall be entitled to accept such officer’s certificate without any further inquiry, in which event such officer’s certificate shall be conclusive and binding on the Trustee and the holders of the Subordinated Notes.
Repurchases
We may at any time, and from time to time, purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold). Any such purchases will be subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below.
Conditions to Redemption and Repurchases
Any redemption or repurchase of the Subordinated Notes prior to the maturity date is subject to:
(a) LBG giving notice to the Relevant Regulator and the Relevant Regulator granting permission to LBG to redeem or purchase the Subordinated Notes; and
(b) in respect of any redemption of the Subordinated Notes proposed to be made prior to the fifth anniversary of the date of issuance of the Subordinated Notes, if and to the extent then required under the relevant Regulatory Capital Requirements (A) in the case of an optional redemption due to a Tax Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable by LBG as at the Issue Date or (B) in the case of redemption following the occurrence of a Capital Disqualification Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the Issue Date; and
(c) if and to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase date, LBG replacing the Subordinated Notes with instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of LBG or (B) LBG demonstrating to the satisfaction of the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase exceed its minimum capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital Requirements.
Notwithstanding the above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, LBG shall comply with such other and/or, as appropriate, additional pre-condition(s).
Modification and Waiver
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We and the Trustee may make certain modifications and amendments to the Indenture without the consent of the holders of the Subordinated Notes. Other modifications and amendments may be made to the Indenture with the consent of the holder or holders of not less than two-thirds in aggregate outstanding principal amount of the Subordinated Notes outstanding that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each Subordinated Note that would:
· | change the stated maturity of the principal amount of the Subordinated Notes; |
· | reduce the principal amount of, the interest rate, or the premium payable upon the redemption of, or the payments with respect to, the Subordinated Notes; |
· | change any obligation to pay Additional Amounts (as defined below); |
· | change the currency of payment; |
· | impair the right to institute suit for the enforcement of any payment due and payable; |
· | reduce the percentage in aggregate principal amount of outstanding Subordinated Notes necessary to modify or amend the Indenture or to waive compliance with certain provisions of the Indenture and any Event of Default or Default; |
· | the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the Subordinated Notes in a manner adverse to the holders; or |
· | modify the above requirements. |
In addition, variations in the terms and conditions of the Subordinated Notes, including modifications relating to redemption, an Event of Default or a Default, may require the non-objection from, or consent of, the PRA.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Subordinated Notes. By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to such Subordinated Note or the Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Trustee; Direction of Trustee
LBG’s obligations to reimburse and indemnify the Trustee in accordance with Section 6.07 of the Subordinated Indenture (as amended by the Seventh Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.
By accepting the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from
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holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Subordinated Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and (b) neither the Subordinated Indenture nor the Seventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Subordinated Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Subordinated Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Subordinated Notes that acquire the Subordinated Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Subordinated Notes that acquire the Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Subordinated Notes related to the U.K. bail-in power.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of the Subordinated Notes, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, the obligations of LBG on the Subordinated Notes, and under the Indenture, immediately after giving effect to such transaction, no Default or Event of Default shall have occurred, and we procure the delivery to the Trustee of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any of the wholly-owned subsidiaries of LBG may assume the obligations under the Subordinated Notes without the consent of any holder, provided that we unconditionally guarantee, which shall be on a subordinated basis in substantially the manner described above, the obligations of the subsidiary under the Subordinated Notes. In such case, all of the direct obligations under the Subordinated Notes and the Indenture shall immediately be discharged. Any Additional Amounts under the Subordinated Notes will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction in which the assuming subsidiary is incorporated for “U.K. taxing jurisdiction”. However, if we make payment under such guarantee, we may be required to pay Additional Amounts related to taxes, subject to the exceptions
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described under the heading “—Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes the obligations will also be entitled to redeem the Subordinated Notes in the circumstances described in “—Tax Redemption” and “—Redemption due to a Capital Disqualification Event” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.
An assumption of our obligations under the Subordinated Notes might be deemed for U.S. federal income tax purposes to be an exchange by the holders of the Subordinated Notes for new debt securities, resulting in a recognition of taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.
Listing
We intend to apply for the listing of the Subordinated Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Subordinated Indenture, the Seventh Supplemental Indenture and the Subordinated Notes are governed by, and construed in accordance with, the laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Notes, which are governed by, and construed in accordance with, the laws of Scotland.
8. | Prospectus Supplement – 2.907% Senior Callable Fixed-to-Floating Rate Notes due 2023 and 3.574% Senior Callable Fixed-to-Floating Rate Notes due 2028: |
DESCRIPTION OF THE SENIOR NOTES
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Each of the 2023 Senior Notes and the 2028 Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a third supplemental indenture to be dated as of November 7, 2017 (the “Third Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes of each series will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants.
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The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on November 7, 2017. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes of the relevant series are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee nor our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Fixed Rate Period
Interest on the Senior Notes during the applicable fixed rate periods will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled fixed rate interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after such scheduled fixed rate interest payment date.
Floating Rate Period
Interest on the Senior Notes during the applicable floating rate periods will be calculated on the basis of a 360-day year and the actual number of days elapsed. The interest rate for the Senior Notes during the applicable floating rate periods will be reset on each floating rate interest payment date (each, an “interest reset date”). If any scheduled floating rate interest payment date (other than the maturity date) is not a business day, such floating rate interest payment date will be postponed to the next succeeding business day and interest thereon will continue to accrue, except that if the business day falls in the next succeeding
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calendar month, such floating rate interest payment date will be the immediately preceding business day. In each such case, except for the floating rate interest payment date falling on the maturity date for the applicable notes, the floating rate interest periods (as defined below) and the interest reset dates will be adjusted accordingly to calculate the amount of interest payable on the applicable notes.
The first “floating rate interest period” will begin on, and include, the last fixed rate interest payment date to, but exclude, the first floating interest payment date. Each subsequent floating rate interest period will begin on, and include, a floating interest payment date to, but exclude, the immediately succeeding floating interest payment date, except that the final floating rate interest period will end on, but exclude, the maturity date.
LIBOR Calculation
The Bank of New York Mellon (the “calculation agent”) will determine LIBOR for each floating rate interest period on the second London Banking Day (as defined below) prior to the first day of such floating rate interest period (an “interest determination date”).
“LIBOR”, with respect to a floating rate interest period, shall be the offered rate (expressed as a percentage per annum) for deposits of U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time.
If no rate appears on the Designated LIBOR Page, LIBOR will be determined for such interest determination date on the basis of the rates at approximately 11:00 a.m., London time, on such interest determination date at which deposits in U.S. dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by the calculation agent, after consultation with us, for a term of three months and in a Representative Amount. The calculation agent will request that the principal London office of each of such banks provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such floating rate interest period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such floating rate interest period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the City of New York on such interest determination date by three major banks in New York City, selected by the calculation agent, after consultation with us, for loans in U.S. dollars to leading European banks, for a term of three months and in a Representative Amount. If at least two such quotations are provided, LIBOR for such floating rate interest period will be the arithmetic mean of such quotations. If fewer than two quotations are provided (including if no published LIBOR is available and banks are unable or unwilling to provide quotations for the calculation of LIBOR), then the applicable interest rate for such floating rate interest period will be the rate of interest applicable during the preceding interest period.
A “London Banking Day” means any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.
“Designated LIBOR Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no longer does so for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Representative Amount” means an amount that in the judgment of the calculation agent is representative for a single transaction in U.S. dollars in such market at such time.
All calculations of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Issuer and on the holders of the Senior Notes.
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All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the Senior Notes during the applicable floating rate periods for those notes will in no event be higher than the maximum rate permitted by law or lower than 0% per annum.
Optional Redemption
On at least 5 business days’ but no more than 30 business days’ prior written notice delivered to the registered holders of the Senior Notes, we may, in our sole discretion (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem the 2023 Senior Notes, in whole, but not in part, on November 7, 2022, and the 2028 Senior Notes, in whole, but not in part, on November 7, 2027, in each case, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (the “redemption date”).
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which
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any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Third Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
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Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes of a series shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes of the relevant series may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes of that series. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes of the relevant series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of such series of Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes of a series shall result if:
· | any installment of interest in respect of the Senior Notes of the relevant series is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
· | all or any part of the principal of the Senior Notes of the relevant series is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not (except in such winding-up, in accordance with “Events of Default” above) declare the principal amount of, or any other amount in respect of, any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment
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of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes of the relevant series may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes of the relevant series, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes of the relevant series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes of each relevant series notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such
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additional notes, together with the Senior Notes of the relevant series offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
In addition to our right to redeem the Senior Notes described above under “—Optional Redemption”, we may (subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) redeem Senior Notes of any series in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after November 7, 2017:
· | in making any payments on the Senior Notes of any series, we have paid or will or would on the next payment date be required to pay additional amounts; |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes of any series in accordance with this subsection, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Loss Absorption Disqualification Event Redemption
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission), having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption Disqualification Event has occurred.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption Regulations, in any such case becoming effective on or after the issue date of the first tranche of the Senior Notes of the relevant series, such Senior Notes are or (in our opinion or the opinions of the Relevant Regulator and/or the United Kingdom resolution authority) are likely to be fully or partially excluded from LBG’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum
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requirements are applicable to LBG and/or the Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant Loss Absorption Regulations effective with respect to LBG and/or the Group on the issue date of the first tranche of the Senior Notes of the relevant series.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom, the Relevant Regulator, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted by the Relevant Regulator and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements, guidelines, rules, standards or policies are applied generally or specifically to LBG or to the Group).
Conditions to redemption and purchase etc
Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required thereunder.
“Relevant Regulator” means the Prudential Regulation Authority, the Bank of England or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG and/or the Group with respect to prudential and/or resolution matters, as the case may be.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up. Notwithstanding the provisions of the foregoing sentence, if any of the said rights and claims of any holder of any Senior Note against LBG is discharged by set-off, compensation or retention, such holder will immediately pay an amount equal to the amount of such discharge to LBG (or, in the event of winding-up or administration of LBG, the liquidator or, as applicable, the administrator of LBG) and accordingly such discharge will be deemed not to have taken place.
Trustee; Direction of Trustee
Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Third Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.
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By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Third Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Third Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
9. | Prospectus Supplement – 3.000% Senior Notes due 2022 and 3.750% Senior Notes due 2027: |
DESCRIPTION OF THE SENIOR NOTES
In this prospectus supplement, we refer to the 2022 Senior Notes and the 2027 Senior Notes collectively as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any
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inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
The 2022 Senior Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on January 11, 2022 and the 2027 Senior Notes will be issued in an aggregate principal amount of $1,250,000,000 and will mature on January 11, 2027. From and including the date of issuance, interest will accrue on the 2022 Senior Notes at a rate of 3.000% per annum and on the 2027 Senior Notes at a rate of 3.750% per annum. Interest on the Senior Notes will accrue from January 11, 2017 and will be payable semi-annually in arrears on January 11 and July 11 of each year, commencing on July 11, 2017. Interest will be paid to holders of record of the Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Each of the 2022 Senior Notes and the 2027 Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a second supplemental indenture to be dated as of January 11, 2017 (the “Second Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes of each series will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on January 11, 2017. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
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Definitive debt securities will only be issued in limited circumstances described under “Description of Certain Provisions Relating to Debt Securities and Capital Securities—Form of Debt Securities and Capital Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes of the relevant series are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment
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firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which any obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Second Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise
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of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to the Senior Notes of a series shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
· | an effective shareholders’ resolution is validly adopted, |
for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency.
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Senior Notes of the relevant series may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes of that series. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes of the relevant series may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, in respect of such series of Senior Notes have been made.
Defaults
A “Default” with respect to the Senior Notes of a series shall result if:
· | any installment of interest in respect of the Senior Notes of the relevant series is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
· | all or any part of the principal of the Senior Notes of the relevant series is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not declare the principal amount of any outstanding Senior Notes to be due and payable.
However, a failure to make any payment on a Senior Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or other legal advisors, such opinion to be acceptable to the trustee (“Opinion of Counsel”), to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers, provided, however, that the Trustee may by notice to LBG require it to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the
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Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case LBG will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law, regulation or order then such payment will become due and payable on the expiration of 14 days (in the case of a Default in respect of a payment of interest) or seven days (in the case of a Default in respect of a payment of principal) after the Trustee gives written notice to LBG informing it of such resolution.
The Trustee may in its discretion proceed to protect and enforce its rights and the rights of holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Senior Indenture or in aid of the exercise of any power granted therein, or to enforce any other legal or equitable right vested in the Trustee by the Senior Indenture or by law, provided, however, that LBG shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by LBG.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Senior Notes.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Senior Notes of the relevant series may waive any past Event of Default or Default in respect of such series, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Senior Note of such series or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Senior Notes of such series.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Senior Notes of the relevant series, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Senior Notes of the relevant series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the Senior Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Senior Notes of each relevant series notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived in respect of such series. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
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We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes of the relevant series offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may redeem Senior Notes of any series in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after January 11, 2017:
· | in making any payments on the Senior Notes of any series, we have paid or will or would on the next payment date be required to pay additional amounts; |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes of any series, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption of Senior Debt Securities”.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Senior Notes. By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Trustee; Direction of Trustee
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Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Second Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the Second Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes
that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same
provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior
Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound
by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the Second Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
10. | Prospectus Supplement – 3.100% Senior Notes due 2021: |
DESCRIPTION OF THE SENIOR NOTES
General
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The 3.100% Senior Notes will constitute our direct, unconditional and unsecured obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured obligations, present and future, except such obligations as are preferred by operation of law.
The Senior Notes will constitute a separate series of senior debt securities issued under an indenture dated as of July 6, 2010 (the “Senior Indenture”) between us as Issuer and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a first supplemental indenture to be dated as of July 6, 2016 (the “First Supplemental Indenture”) between us as Issuer and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on July 6, 2016. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
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Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, the holders and beneficial owners of the Senior Notes will be required to agree that by purchasing or acquiring the Senior Notes, they acknowledge, accept, agree to be bound by and consent to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner of the Senior Notes will further be required to acknowledge and agree that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to LBG or its affiliates, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise, the “Banking Act”), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Senior Notes upon an insolvency of the Issuer or Guarantor.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
By purchasing or acquiring Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes shall not give rise to a default or an Event of Default for purposes
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of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act (the “TIA”); (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes; and (iii) acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the First Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Senior Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the First Supplemental Indenture.
By purchasing or acquiring the Senior Notes, each holder and beneficial owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes that form part of any series must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes of the relevant series offered by this prospectus supplement, will constitute a single series of securities under the Senior Indenture as amended by the First Supplemental Indenture. There is no limitation on the amount of Senior Notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may redeem Senior Notes of any series in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after July 6, 2016:
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Classification: Limited
· | in making any payments on the Senior Notes of any series, we have paid or will or would on the next payment date be required to pay additional amounts; |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption”.
Waiver of Right to Set-Off
By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the senior debt indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Discharge
We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities—Events of Default and Default; Limitation of Remedies—Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.
However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.
Trustee; Direction of Trustee
Our obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the First Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.
By purchasing or acquiring the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant
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U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b) neither the Senior Indenture nor the First Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Senior Notes), then the Trustee’s duties under the Senior Indenture shall remain applicable with respect to such Senior Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the First Supplemental Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Senior Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Senior Indenture, the First Supplemental Indenture and the Senior Notes are governed by, and construed in accordance with, the laws of the State of New York.
D. | Base Prospectus – dated June 7, 2013: |
DESCRIPTION OF DEBT SECURITIES
General
The debt securities are not deposits and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other government agency of the United States or the United Kingdom.
The indentures do not limit the amount of debt securities that we or Lloyds Bank may issue. We or Lloyds Bank may issue debt securities in one or more series. The relevant prospectus supplement for any particular series of debt securities will describe the terms of the offered debt securities, including some or all of the following terms:
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· | whether they are senior debt securities or subordinated debt securities; |
· | their specific designation, authorized denomination and aggregate principal amount; |
· | the price or prices at which they will be issued; |
· | whether such debt securities have a maturity date and, if so, what the date is; |
· | the annual interest rate or rates, or how to calculate the interest rate or rates; |
· | the date or dates from which interest, if any, will accrue or the method, if any, by which such date or dates will be determined; |
· | whether payments are conditional on our or Lloyds Bank’s ability to make such payments and remain able to pay our or Lloyds Bank’s debts as they fall due and that our or Lloyds Bank’s assets continue to exceed our liabilities (other than subordinated liabilities); |
· | the times and places at which any interest payments are payable; |
· | the terms of any mandatory or optional redemption, including the amount of any premium; |
· | any modifications or additions to the events of default with respect to the debt securities offered; |
· | any provisions relating to conversion or exchange for other securities issued by us or Lloyds Bank; |
· | the currency or currencies in which they are denominated and in which we or Lloyds Bank will make any payments; |
· | any index used to determine the amount of any payments on the debt securities; |
· | any restrictions that apply to the offer, sale and delivery of the debt securities and the exchange of debt securities of one form for debt securities of another form; |
· | whether and under what circumstances, if other than those described in this prospectus, we or Lloyds Bank will pay additional amounts on the debt securities and whether, and on what terms, if other than those described in this prospectus, we or Lloyds Bank may redeem the debt securities following certain developments with respect to tax laws; |
· | the terms of any mandatory or optional exchange; and |
· | any listing on a securities exchange. |
In addition, the prospectus supplement will describe the material U.S. federal and U.K. tax considerations that apply to any particular series of debt securities.
Debt securities may bear interest at a fixed rate or a floating rate. We or Lloyds Bank may sell any subordinated debt securities that bear no interest, or that bear interest at a rate that at the time of issuance is below the prevailing market rate, at a discount to their stated principal amount.
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Holders of debt securities shall have no voting rights except those described under the heading “—Modification and Waiver” below.
Senior Guarantee of debt securities issued by Lloyds Bank
LBG, as guarantor, will fully and unconditionally guarantee payment in full to the holders of senior debt securities issued by Lloyds Bank and payment in full to the Trustee of amounts due and owing under the senior debt indenture. The guarantee is set forth in, and forms part of, the indenture under which senior debt securities will be issued by Lloyds Bank. If, for any reason, Lloyds Bank does not make any required payment in respect of senior debt securities when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a senior basis when the guaranteed debt securities are issued under the senior indenture. Holders of senior debt securities issued by Lloyds Bank may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the debt securities, assume all of Lloyds Bank’s rights and obligations under the debt securities and upon such assumption, Lloyds Bank will be released from its liabilities under the senior debt indenture and the senior debt securities.
Subordinated Guarantee of debt securities issued by Lloyds Bank
LBG, as guarantor, will fully and unconditionally guarantee payment in full to the holders of subordinated debt securities issued by Lloyds Bank and payment in full to the Trustee of amounts due and owing under the subordinated securities indenture. The guarantee is set forth in, and forms part of, the indenture under which subordinated debt securities will be issued by Lloyds Bank. If, for any reason, Lloyds Bank does not make any required payment in respect of its subordinated debt securities when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a subordinated basis when the guaranteed debt securities are issued under the subordinated debt indenture. Holders of subordinated debt securities issued by Lloyds Bank may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the debt securities, assume all of Lloyds Bank’s rights and obligations under the debt securities and upon such assumption, Lloyds Bank will be released from its liabilities under the subordinated debt indenture and the subordinated debt securities.
Because the guarantee is subordinated, if winding up proceedings with respect to LBG should occur, each holder may recover less ratably than the holders of its unsubordinated liabilities. If, in any such winding up, the amount payable on any guarantee of any series of debt securities and any claims ranking equally with such guarantee are not paid in full, those guarantees and other claims ranking equally will share ratably in any distribution of LBG’s assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the guarantee of any debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
In addition, because LBG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of Lloyds Bank, its depositors, except to the extent that LBG may be a creditor with recognized claims against it.
Form of Debt Securities; Book-Entry System
General
Unless the relevant prospectus supplement states otherwise, the debt securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be
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deposited with or on behalf of one or more depositary, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities are exchanged in whole or in part for other securities under the terms of the applicable indenture or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.
The debt securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg. Unless the relevant prospectus supplement states otherwise, the initial distribution of the debt securities will be cleared through DTC only. In such event, beneficial interests in the global debt securities will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including, as applicable, Euroclear and Clearstream Luxembourg.
The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.
So long as the depositary, or its nominee, is the holder of a global debt security, the depositary or its nominee will be considered the sole holder of such global debt security for all purposes under the indentures. Except as described below under the heading “—Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities registered in its name, receive or be entitled to receive physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indentures. Each person having an ownership or other interest in debt securities must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indentures or the debt securities.
Payments on the Global Debt Security
Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. Neither we nor Lloyds Bank nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we or Lloyds Bank make to the depositary.
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg have advised us as follows:
DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical
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movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. DTC has a Standard & Poor’s rating of AA+. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.
Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable law (collectively, the “Euroclear Terms and Conditions”). The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.
Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a professional depositary. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries.
Issuance of Definitive Securities
So long as the depositary holds the global securities of a particular series of debt securities, such global securities will not be exchangeable for definitive securities of that series unless:
· | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or the depositary ceases to be a clearing agency registered under the Exchange Act; |
· | we or Lloyds Bank, as applicable, are wound up and we or Lloyds Bank, as applicable, fail to make a payment on the debt securities when due; or |
· | at any time we determine at our option and in our sole discretion, or Lloyds Bank determines at its option and in its sole discretion, as applicable, that the global securities of a particular series of debt securities should be exchanged for definitive debt securities of that series in registered form. |
Each person having an ownership or other interest in a debt security must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indentures permit us or Lloyds Bank to determine at any time and in our or Lloyds Bank’s sole discretion, as applicable, that debt securities shall
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no longer be represented by global securities. DTC has advised us and Lloyds Bank that, under its current practices, it would notify its participants of our or Lloyds Bank’s request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We or Lloyds Bank would issue definitive certificates in exchange for any such beneficial interests withdrawn.
Definitive debt securities will be issued in registered form only. To the extent permitted by law, we, Lloyds Bank, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.
Payments in respect of each series of definitive securities will be made to the person in whose name the definitive securities are registered as it appears in the register for that series of debt securities. Payments will be made in respect of the debt securities by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
If we or Lloyds Bank issue definitive debt securities of a particular series in exchange for a particular global debt security, the depositary, as holder of that global debt security, will surrender it against receipt of the definitive debt securities, cancel the book-entry debt securities of that series, and distribute the definitive debt securities of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.
If definitive securities are issued in the limited circumstances described above, those securities (i) will be transferable only on the register for that series of debt securities, and (ii) may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.
Settlement
Initial settlement for each series of debt securities and settlement of any secondary market trades in the debt securities will be made in same-day funds. Book-entry debt securities held through DTC will settle in DTC’s same-day funds settlement system.
Payments
We or Lloyds Bank, as applicable, will make any payments of interest and principal on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that are set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, if we do not or if Lloyds Bank does not, make a payment on a series of subordinated debt securities on any payment date, the obligation to make that payment shall be deferred, if it is an interest payment, until the date upon which we or Lloyds Bank, as
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applicable, pay a dividend on any class of our respective share capital and, if it is a principal payment, until the first business day after the date that falls six months after the original payment date (a “Deferred Payment Date”). If we fail to make a payment before the Deferred Payment Date, that failure shall not create a default or otherwise allow any holder to sue us or Lloyds Bank, as applicable, for the payment or take any other action. Each payment that is deferred in this way will accrue interest at the rate prevailing in accordance with the terms of the series of debt securities immediately before the original payment date. Any payment deferred in this way shall not be treated as due for any purpose, including for the purposes of ascertaining whether or not a Subordinated Debt Security Default has occurred, until the Deferred Payment Date.
Subordination
Senior Debt Securities
Unless the relevant prospectus supplement provides otherwise, senior debt securities and coupons (if any) appertaining thereto constitute direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our or Lloyds Bank’s, as applicable, other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, in a winding up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior payment in full of, all claims of all creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding up or otherwise, to the claims of all or any creditors, in the manner provided in the relevant subordinated debt indenture.
We may seek to qualify subordinated debt securities as regulatory capital in the United Kingdom. In this case, the relevant prospectus supplement may include a summary of the bail-in and/or write-down provisions set forth in any applicable supplement to the subordinated debt indentures.
General
As a consequence of these subordination provisions, if winding up proceedings should occur, each holder may recover less ratably than the holders of unsubordinated liabilities. If, in any winding up, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
Redemption
Unless the relevant prospectus supplement provides otherwise and subject in the case of any subordinated debt securities to (i) having notified the PRA (being the successor regulator, as of April 1, 2013, to the United Kingdom Financial Services Authority for these purposes), of the intention to so redeem at least one month (or such other longer or shorter period as the PRA may then require or accept) prior to becoming committed to the proposed repayment and any necessary prior consent, notice or no objection, as applicable, having been received from the PRA, (ii) satisfying the PRA that after such repayment we or Lloyds Bank, as applicable, will be able to meet applicable capital resource requirements
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and have sufficient financial resources to meet applicable capital adequacy requirements, and (iii) such redemption being applicable only if, when and to the extent not prohibited by applicable capital adequacy banking regulations, we or Lloyds Bank, as applicable, will have the option to redeem the debt securities of any series, as a whole but not in part, upon not less than 30 nor more than 60 days’ notice to each holder of debt securities, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid interest in the case of senior debt securities and any accrued but unpaid interest (including deferred interest in the case of subordinated debt securities), to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if we or Lloyds Bank, as applicable, determine that as a result of a change in or amendment to the laws or regulations of a U.K. taxing jurisdiction, including any treaty to which it is a party, or a change in the application or interpretation of those laws or regulations, including a decision of any court or tribunal or any generally published pronouncement by any relevant tax authority which change, amendment or pronouncement becomes effective or applicable on or after the date of the applicable prospectus supplement and provided, in the case of subordinated debt securities, that the PRA is satisfied such change is material and was not reasonably foreseeable as at such date:
· | in making any payments on the particular series of debt securities or under the guarantee, we or Lloyds Bank have paid or will or would on the next payment date be required to pay Additional Amounts; |
· | payments on the next payment date in respect of any of the series of debt securities would be treated as “a distribution” within the meaning of Chapter 2, Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or reenactment of such Act; or |
· | on the next payment date we or Lloyds Bank would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us or Lloyds Bank, as applicable, would be materially reduced. |
In the case of redemption due to changes in tax laws, the relevant issuer shall be required, before giving a notice of redemption, to deliver to the trustee (i) an officer’s certificate confirming, in the case of senior debt securities, compliance with such provisions or, in the case of subordinated debt securities, that the PRA is satisfied such change as described above is material and was not reasonably foreseeable as at the relevant issue date and, in each case, stating that the relevant issuer is entitled to redeem the relevant securities, and (ii) a written legal opinion of independent United Kingdom counsel of recognized standing selected by the relevant issuer confirming that the relevant change in the application or interpretation of such laws or regulations has occurred and that the relevant issuer is entitled to exercise its right of redemption. In the case of subordinated debt securities, upon applicable capital adequacy banking regulations taking effect in the United Kingdom, any redemption due to such an event as described above shall only apply if, when and to the extent the ability to redeem in such circumstances would not result in the relevant subordinated debt securities failing or ceasing to qualify as Tier 2 Capital.
Unless the relevant prospectus supplement provides otherwise, and subject to (i) having notified the PRA of the intention to so redeem at least one month (or such other longer or shorter period as the PRA may then require or accept) prior to becoming committed to the proposed repayment and any necessary prior consent, notice or no objection, as applicable, having been received from the PRA, (ii) satisfying the PRA that after such repayment we or Lloyds Bank, as applicable, will be able to meet applicable capital resource requirements and have sufficient financial resources to meet applicable capital adequacy requirements, and (iii) such redemption being effected only if, when and to the extent not prohibited by applicable capital adequacy banking regulations, we or Lloyds Bank, as applicable, will have the option to redeem the subordinated debt securities, as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, to each holder of such subordinated debt securities, at any time, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest (including any deferred interest), if
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any, in respect of such series of subordinated debt securities to the date fixed for redemption (or, in the case of discount securities, the accreted face amount thereof, together with accrued interest, if any), if, immediately prior to the giving of the notice referred to above, the subordinated debt securities would, following consultation with the PRA and as a result of a change (or prospective future change which the PRA considers to be sufficiently certain) in the applicable capital adequacy banking regulations or in the official application or interpretation thereof becoming effective on or after the date of the relevant issue date, a series of subordinated debt securities is, or is likely to be, fully excluded from inclusion in the Tier 2 capital of the Company or Lloyds Bank, as applicable, other than as a result of any applicable limitation on the amount of such capital as applicable to the relevant issuer and provided the PRA is satisfied that such change or prospective change was not reasonably foreseeable by the relevant issuer as at the date of the relevant issue date, provided that, in the case of subordinated debt securities issued under the LBG subordinated debt indenture, we have satisfied the trustee through the delivery of an officer’s certificate that an event as described above has occurred and is continuing, and provided further that upon applicable capital adequacy banking regulations taking effect in the United Kingdom, any redemption due to such an event as described above shall only apply if, when and to the extent the ability to redeem in such circumstances would not result in the relevant subordinated debt securities failing or ceasing to qualify as Tier 2 Capital.
The relevant prospectus supplement will specify whether or not the relevant issuer may redeem the debt securities of any series, in whole or in part, at its option, in any other circumstances and, if so, the prices and any premium at which and the dates on which it may do so. Any notice of redemption of debt securities of any series will state, among other items:
· | the redemption date; |
· | the amount of debt securities to be redeemed if less than all of the series is to be redeemed; |
· | the redemption price; |
· | that the redemption price will become due and payable on the redemption date and, if applicable, that interest will cease to accrue on such date; |
· | the place or places at which each holder may obtain payment of the redemption price; and |
· | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the debt securities being redeemed. |
In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate, and consistent with the rules and procedures of the applicable clearing systems.
We, Lloyds Bank or any of our respective subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender (available to each holder of debt securities of the relevant series) or by private agreement, if applicable law permits. Any debt securities of any series that we or Lloyds Bank purchase beneficially for our or their respective account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.
Under existing PRA requirements, neither we nor Lloyds Bank may make any redemption or repurchase of any subordinated debt securities beneficially for our own respective accounts, other than a repurchase in connection with dealing in securities, unless prior notice to the PRA is given and the PRA has not objected. The PRA (or any successor thereto) may impose conditions on any redemption or repurchase.
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Modification and Waiver
We, Lloyds Bank and the trustee may make certain modifications and amendments to the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. Other modifications and amendments may be made to the indenture with the consent of the holder or holders of not less than a majority, or in the case of subordinated debt securities, two-thirds, in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each debt security affected that would:
· | change the stated maturity of the principal amount of any debt security; |
· | reduce the principal amount of, the interest rates, or any premium payable upon the redemption of, or the payments with respect to, any debt security; |
· | change any obligation to pay Additional Amounts; |
· | change the currency of payment; |
· | impair the right to institute suit for the enforcement of any payment due and payable; |
· | reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below); |
· | the subordination provisions or the terms of our obligations or Lloyds Bank’s obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or |
· | modify the above requirements. |
In addition, material variations in the terms and conditions of subordinated debt securities of any series, including modifications relating to redemption, a Subordinated Debt Security Event of Default or a Subordinated Debt Security Default (as such terms are defined below), may require the non-objection from, or consent of, the PRA.
Events of Default; Default; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:
· | LBG or Lloyds Bank does not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within 14 days following written notice from the trustee or from holders of 25% in outstanding principal amount of the senior debt securities of that series to us requiring the payment to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, LBG or Lloyds Bank delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, LBG or Lloyds Bank or other legal advisors acceptable to the trustee |
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(“Opinion of Counsel”) to the trustee concluding that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. It shall not be a Senior Debt Security Event of Default if LBG or Lloyds Bank delivers such an Opinion of Counsel to the trustee and the trustee shall be entitled to rely on such opinion. The foregoing shall not otherwise be deemed to impair the right of any holder to receive payment of the principal of and interest on any such security or to institute suit for the enforcement of any such payment; or |
· | LBG or Lloyds Bank breaches any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or from holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or |
· | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for the winding-up of LBG or Lloyds Bank (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency). |
If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the senior debt securities of that series may at their discretion declare the senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest, if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against LBG or Lloyds Bank to enforce payment. Subject to the indenture provisions for the indemnification of the trustee, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture, and must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction, and not expose the trustee to undue risk. The trustee may also take any other action, consistent with the direction, that it deems proper.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.
By accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against LBG or Lloyds Bank, whether before or during the winding up of LBG or Lloyds Bank, as applicable.
Subordinated Debt Security Events of Default
Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” of LBG or Lloyds Bank with respect to any issued series of subordinated debt security shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
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· | an effective shareholders’ resolution is validly adopted for the winding-up of LBG or Lloyds Bank, as applicable, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If a Subordinated Debt Security Event of Default occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may declare to be due and payable immediately in accordance with the terms of the indenture the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest, on the subordinated debt securities of the series. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration of acceleration and its consequences, but only if all Subordinated Debt Security Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” of LBG with respect to the guarantees of any series of subordinated debt security issued by Lloyds Bank shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
· | an effective shareholders’ resolution is validly adopted for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If a Subordinated Debt Security Event of Default of LBG in respect of the guarantee occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may deem to be due and payable by LBG or Lloyds Bank immediately in accordance with the terms of the indenture, for the purposes of the guarantee only (whether or not a Subordinated Debt Security Event of Default of Lloyds Bank has occurred), the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest, on the subordinated debt securities of the series. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration of acceleration and its consequences, but only if all Subordinated Debt Security Events of Default of LBG in respect of the guarantee have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Subordinated Debt Security Defaults
In addition to Subordinated Debt Security Events of Default, the subordinated debt indentures also separately provide for Subordinated Debt Security Defaults. Unless the relevant prospectus supplement provides otherwise, it shall be a “Subordinated Debt Security Default” with respect to any series of subordinated debt securities if:
· | any installment of interest upon any subordinated debt security of that series is not paid on or before its deferred payment date or such other date specified for its payment in the subordinated debt indentures and such failure continues for 14 days; or |
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· | all or any part of the principal of any subordinated debt security of that series is not paid on its deferred payment date, or when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Subordinated Debt Security Default occurs and is continuing, the trustee may commence a proceeding in England and Scotland (but not elsewhere) for the winding-up of LBG or Lloyds Bank, as applicable.
However, a failure to make any payment on a series of subordinated debt securities shall not be a Subordinated Debt Security Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG or Lloyds Bank delivers an Opinion of Counsel to the trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the subordinated debt securities.
By accepting a subordinated debt security, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt securities or the applicable indenture (or between obligations which LBG or Lloyds Bank may have under or in respect of any subordinated debt security and any liability owed by a holder or the trustee to LBG or Lloyds Bank, as applicable) that they might otherwise have against LBG or Lloyds Bank, whether before or during such winding up.
Events of Default and Defaults–General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.
Subject to certain exceptions, such as in the case of a payment default, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial to the interests of the holders.
Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and does not expose the trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.
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The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the trustee a statement as to our compliance with all conditions and covenants under the indenture (i) annually, and (ii) within five Business Days of a written request from the trustee.
Consolidation, Merger and Sale of Assets; Assumption
We or Lloyds Bank may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, the obligations of LBG or Lloyds Bank on the debt securities or, if applicable, LBG’s obligations under the guarantees of any securities issued by Lloyds Bank, and under the applicable indenture, immediately after giving effect to such transaction, no event of default shall have occurred and be continuing, and we or Lloyds Bank, as applicable, procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any of the wholly-owned subsidiaries of LBG or Lloyds Bank, as applicable, may assume the obligations under the debt securities of any series without the consent of any holder, provided that we or Lloyds Bank, as applicable, unconditionally guarantee, which, in the case of subordinated debt securities shall be on a subordinated basis in substantially the manner described above, the obligations of the subsidiary under the debt securities of that series. In such case, all of the direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction in which the assuming subsidiary is incorporated for “U.K. taxing jurisdiction”. However, if we or Lloyds Bank make payment under such guarantee, we or Lloyds Bank, as the case may be, shall be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “—Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes the obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “—Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.
An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.
Governing Law
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The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York and the Trust Indenture Act of 1939, as amended (“TIA”), one of the U.S. Securities laws, except that, as the indentures specify, (i) the subordination provisions relating to each series of debt securities issued by Lloyds Bank in the relevant indenture will be governed and construed in accordance with the laws of England and the subordination provisions relating to the guarantees endorsed on each such series of debt securities in the indentures will be governed and construed in accordance with the laws of Scotland and (ii) the subordination provisions relating to each series of debt securities issued by LBG in the relevant indenture will be governed and construed in accordance with the laws of Scotland.
Notices
All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the registers maintained by the trustee.
The Trustee
The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, is the trustee under the indentures. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the TIA. Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indentures at the request of any holder of notes, unless offered reasonable indemnity or security deemed satisfactory to the trustee in its sole discretion, by the holder against the costs, expense and liabilities which might be incurred thereby. We, Lloyds Bank and certain members of the Group maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon under a nominee name is also the book-entry depositary with respect to certain of our or LBG’s debt securities and the depositary with respect to the ADSs representing certain of LBG’s preference shares.
Consent to Service of Process
Under the indentures, we and Lloyds Bank irrevocably designate our Chief U.S. Counsel, Lloyds TSB Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as the authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in the Borough of Manhattan, in The City of New York, New York and we and Lloyds Bank irrevocably submit to the jurisdiction of those courts.
1. | Prospectus Supplement – 4.650% Fixed Rate Subordinated Debt Securities due 2026: |
DESCRIPTION OF THE SUBORDINATED NOTES
The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
The Subordinated Notes will be issued in an aggregate principal amount of $1,500,000,000 and will mature on March 24, 2026. From and including the date of issuance, interest will accrue on the Subordinated Notes at a rate of 4.650% per annum. Interest will accrue from March 24, 2016. Interest will be payable semi-annually in arrears on March 24 and September 24 of each year, commencing on September 24, 2016. Interest will
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be paid to holders of record of the Subordinated Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a Business Day.
Interest on the Subordinated Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
There shall be no Deferred Payment Dates (as defined in the accompanying prospectus) in respect of the Subordinated Notes.
In this description of the Subordinated Notes, the following expressions have the following meanings:
“Business Day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
“Capital Disqualification Event” shall be deemed to have occurred if at any time the Issuer determines there is a change (which has occurred or which the Relevant Regulator considers to be sufficiently certain) in the regulatory classification of the Subordinated Notes which becomes effective after March 24, 2016 (the “Issue Date”) and that results, or would be likely to result, in the entire principal amount of the Subordinated Notes being excluded from the Tier 2 Capital of LBG.
“Regulatory Capital Requirements” means any applicable minimum capital or capital requirements specified for banks or financial groups by the Relevant Regulator.
“Relevant Regulator” means the U.K. Prudential Regulation Authority (the “PRA”) or such other governmental authority in the United Kingdom (or if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the Issuer and/or the Group.
“Senior Creditors” means in respect of the Issuer (i) creditors of the Issuer whose claims are admitted to proof in the winding-up or administration of the Issuer and who are unsubordinated creditors of the Issuer and (ii) creditors of the Issuer whose claims are or are expressed to be subordinated to the claims of other creditors of the Issuer (other than those whose claims constitute, or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the Issuer, or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the Subordinated Notes).
“Tier 1 Capital” has the meaning given to it by the Relevant Regulator from time to time.
“Tier 2 Capital” has the meaning given to it by the Relevant Regulator from time to time.
General
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The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all amounts due in respect of or arising under (including any damages awarded for breach of any obligations under) the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors.
The rights and claims of the holders of the Subordinated Notes shall rank at least pari passu with the claims of holders of all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital of the Issuer and in priority to (1) the claims of holders of all obligations of the Issuer which constitute Tier 1 Capital of the Issuer, (2) the claims of holders of all undated or perpetual subordinated obligations of the Issuer and (3) the claims of holders of all share capital of the Issuer.
In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.
The Subordinated Notes will constitute a separate series of subordinated debt securities issued under the indenture dated as of November 4, 2014 (the “Subordinated Indenture”) between us and the Bank of New York Mellon, as trustee (the “Trustee”), as amended by a fourth supplemental indenture to be dated as of March 24, 2016 (the “Fourth Supplemental Indenture” and, together with the Subordinated Indenture, the “Indenture”) between us and the Trustee. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by one or more global securities in the name of a nominee of DTC. You will hold beneficial interest in the Subordinated Notes through DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of DTC on March 24, 2016. For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Subordinated Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and clearing system operating procedures of DTC, including those of its indirect participants, Euroclear and Clearstream, Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
All payments in respect of the Subordinated Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts
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will be paid on the Subordinated Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections or regulations (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Subordinated Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Subordinated Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Subordinated Notes, by purchasing or acquiring the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes, or amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us and the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Subordinated Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the claims of holders of the Subordinated Notes would be
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treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the Subordinated Notes upon an insolvency of the Issuer.
No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us and the Group.
By purchasing or acquiring the Subordinated Notes, each holder and beneficial owner of the Subordinated Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the TIA; and (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.
By purchasing or acquiring the Subordinated Notes, each holder and beneficial owner shall also be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors—Risks relating to the Subordinated Notes”.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” shall result if:
· | a court of competent jurisdiction makes an order for the winding-up of LBG which is not successfully appealed within 30 days; or |
· | an effective shareholders’ resolution is validly adopted for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding Subordinated Notes may declare to be due and payable immediately in accordance with the terms of the Indenture the principal amount of, and any accrued but unpaid payments,
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and any Additional Amounts (as defined below), on the Subordinated Notes. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes may rescind the declaration of acceleration and its consequences, but only if all Events of Default have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Defaults
A “Default” with respect to the Subordinated Notes shall result if:
· | any installment of interest is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
· | all or any part of the principal of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not declare the principal amount of any outstanding Subordinated Notes to be due and payable.
However, a failure to make any payment on a Subordinated Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers an opinion of counsel to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Subordinated Notes.
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Subordinated Notes. By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the Subordinated Note or the Indenture (or between obligations which LBG may have under or in respect of any Subordinated Note and any liability owed by a holder to LBG) that they might otherwise have against LBG, whether before or during such winding up.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding Subordinated Notes may waive any past Event of Default or Default, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any Subordinated Note or a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder of the Subordinated Notes.
Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs, the Trustee will be under no obligation to take direction from any holder or holders of the Subordinated Notes, unless they have offered reasonable indemnity to the Trustee. Subject to the Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding Subordinated Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or
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holders of the Subordinated Notes not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default, give to each holder of the Subordinated Notes notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
We may, without the consent of the holders
of the Subordinated Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms
and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public, Issue Date
and first interest payment date, provided however that such additional notes must be fungible with the Subordinated Notes for U.S.
federal income tax purposes. Any such additional notes, together with the Subordinated Notes offered by this prospectus supplement,
will constitute a single series of securities under the Indenture. There is no limitation on the amount of Subordinated Notes or
other debt securities that we may issue under such Indenture.
Tax Redemption
If at any time a Tax Event has occurred, LBG may, subject to the satisfaction of the conditions described under “—Conditions to Redemption and Repurchases” below, redeem the Subordinated Notes in whole but not in part at any time at 100% of their principal amount, together with any accrued interest to, but excluding, the date fixed for redemption.
A “Tax Event” is deemed to have occurred if:
(1) LBG determines that as a result of a Tax Law Change, in making any payments on the Subordinated Notes, LBG has paid or will or would on the next payment date be required to pay any Additional Amounts (as defined below) to any holder pursuant to “—Payment of Additional Amounts” below and/or
(2) a Tax Law Change would:
· | result in LBG not being entitled to claim a deduction in respect of any payments in respect of the Subordinated Notes in computing LBG’s taxation liabilities or materially reduce the amount of such deduction; |
· | prevent the Subordinated Notes from being treated as loan relationships for United Kingdom tax purposes; |
· | as a result of the Subordinated Notes being in issue, result in LBG not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of |
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issue of the Subordinated Notes or any similar system or systems having like effect as may from time to time exist); |
· | result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Notes or the conversion of the Subordinated Notes into shares or other obligations of LBG; or |
· | result in a Subordinated Note or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, |
in each case, provided that, LBG could not avoid the foregoing in connection with the Subordinated Notes by taking measures reasonably available to it.
“Tax Law Change” means a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes effective on or after the Issue Date, or (y) in the case of a change in law, is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date;
Notice of any redemption of the Subordinated Notes due to the occurrence of a Tax Event will be given to holders not less than 30 nor more than 60 calendar days prior to the date of such redemption in accordance with “—Conditions to Redemption and Repurchases” below, and to the Trustee at least ten (10) Business Days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee (i) a legal opinion, in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an officer’s certificate confirming that (1) all the conditions necessary for redemption have occurred and that LBG could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by LBG on the Issue Date. The Trustee shall be entitled to accept such opinion and officer’s certificate without any further inquiry, in which event such opinion and officer’s certificate shall be conclusive and binding on the Trustee and the holders of the Subordinated Notes.
Redemption due to a Capital Disqualification Event
We may redeem the Subordinated Notes in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of the Subordinated Notes if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred. In the event of such a redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date fixed for redemption. Any right of redemption will be subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee an officer’s certificate stating that (1) a Capital Disqualification Event has occurred, and (2) LBG has demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the Issue Date. The Trustee shall be entitled to accept such officer’s certificate without any further inquiry,
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in which event such officer’s certificate shall be conclusive and binding on the Trustee and the holders of the Subordinated Notes.
Repurchases
We may at any time, and from time to time, purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold). Any such purchases will be subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below.
Conditions to Redemption and Repurchases
Any redemption or repurchase of the Subordinated Notes prior to the maturity date is subject to:
(a) LBG giving notice to the Relevant Regulator and the Relevant Regulator granting permission to LBG to redeem or purchase the Subordinated Notes; and
(b) in respect of any redemption of the Subordinated Notes proposed to be made prior to the fifth anniversary of the date of issuance of the Subordinated Notes, if and to the extent then required under the relevant Regulatory Capital Requirements (A) in the case of an optional redemption due to a Tax Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable by LBG as at the Issue Date or (B) in the case of redemption following the occurrence of a Capital Disqualification Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the Issue Date; and
(c) if and to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase date, LBG replacing the Subordinated Notes with instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of LBG or (B) LBG demonstrating to the satisfaction of the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase exceed its minimum capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital Requirements.
Notwithstanding the above conditions, if, at the time of any redemption or purchase, the prevailing Regulatory Capital Requirements permit the repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, LBG shall comply with such other and/or, as appropriate, additional pre-condition(s).
Modification and Waiver
We and the Trustee may make certain modifications and amendments to the Indenture without the consent of the holders of the Subordinated Notes. Other modifications and amendments may be made to the Indenture with the consent of the holder or holders of not less than two-thirds in aggregate outstanding principal amount of the Subordinated Notes outstanding that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each Subordinated Note that would:
· | change the stated maturity of the principal amount of the Subordinated Notes; |
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· | reduce the principal amount of, the interest rate, or the premium payable upon the redemption of, or the payments with respect to, the Subordinated Notes; |
· | change any obligation to pay Additional Amounts (as defined below); |
· | change the currency of payment; |
· | impair the right to institute suit for the enforcement of any payment due and payable; |
· | reduce the percentage in aggregate principal amount of outstanding Subordinated Notes necessary to modify or amend the Indenture or to waive compliance with certain provisions of the Indenture and any Event of Default or Default; |
· | the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the Subordinated Notes in a manner adverse to the holders; or |
· | modify the above requirements. |
In addition, variations in the terms and conditions of the Subordinated Notes, including modifications relating to redemption, an Event of Default or a Default, may require the non-objection from, or consent of, the PRA.
Waiver of Right to Set-Off
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the Subordinated Notes. By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to such Subordinated Note or the Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Trustee; Direction of Trustee
LBG’s obligations to reimburse and indemnify the Trustee in accordance with Section 6.07 of the Subordinated Indenture (as amended by the Fourth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.
By accepting the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Subordinated Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and (b) neither the Subordinated Indenture nor the Fourth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Subordinated Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Subordinated Notes
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following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Subordinated Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Subordinated Notes that acquire the Subordinated Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Subordinated Notes that acquire the Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Subordinated Notes related to the U.K. bail-in power.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of the Subordinated Notes, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, the obligations of LBG on the Subordinated Notes, and under the Indenture, immediately after giving effect to such transaction, no Default or Event of Default shall have occurred, and we procure the delivery to the Trustee of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any of the wholly-owned subsidiaries of LBG may assume the obligations under the Subordinated Notes without the consent of any holder, provided that we unconditionally guarantee, which shall be on a subordinated basis in substantially the manner described above, the obligations of the subsidiary under the Subordinated Notes. In such case, all of the direct obligations under the Subordinated Notes and the Indenture shall immediately be discharged. Any Additional Amounts under the Subordinated Notes will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction in which the assuming subsidiary is incorporated for “U.K. taxing jurisdiction”. However, if we make payment under such guarantee, we may be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “—Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes the obligations will also be entitled to redeem the Subordinated Notes in the circumstances described in “—Tax Redemption” and “—Redemption due to a Capital Disqualification Event” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.
An assumption of the obligations of LBG under the Subordinated Notes might be considered for U.S. federal income tax purposes to be an exchange by the holders of the Subordinated Notes for new debt
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securities, resulting in recognition of taxable gain or loss for these purposes and possible other adverse tax consequences for such holders. Holders should consult their tax advisors regarding the U.S. federal, state and local income tax consequences of an assumption.
Listing
We intend to apply for the listing of the Subordinated Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Subordinated Indenture, the Fourth Supplemental Indenture and the Subordinated Notes are governed by, and construed in accordance with, the laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Notes, which are governed by, and construed in accordance with, the laws of Scotland.
2. | Prospectus Supplement – 2.700% Senior Notes due 2020: |
DESCRIPTION OF THE SENIOR NOTES
Fixed Rate Senior Notes
The 2020 Fixed Rate Senior Notes were issued in an aggregate principal amount of $1,000,000,000 and will mature on August 17, 2020. From and including the date of issuance, interest will accrue on the 2020 Fixed Rate Senior Notes at a rate of 2.700% per annum. Interest accrued on the Fixed Rate Senior Notes from August 17, 2015 and will be payable semi-annually in arrears on February 17 and August 17 of each year, commencing on February 17, 2016. Interest will be paid to holders of record of the Fixed Rate Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Fixed Rate Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
The Senior Notes constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
The 2020 Fixed Rate Senior Notes constitute a separate series of senior debt securities issued under an indenture dated as of January 21, 2011 (the “Senior Indenture”) among us as Issuer, LBG, as Guarantor, and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a sixth supplemental indenture to be dated as of August 17, 2015 (the “Sixth Supplemental Indenture”) among us as Issuer, LBG, as Guarantor, and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
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The principal corporate trust office of the Trustee in London, United Kingdom, has been designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We issued the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters delivered the Senior Notes through the facilities of the DTC on August 17, 2015. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities—Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us, LBG or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, LBG, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, LBG, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of UK Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the Senior Notes, by its acquisition of the Senior Notes, each holder and beneficial owner of the Senior Notes acknowledged, accepted, agreed to be bound by and consents to the exercise of any UK bail-in power (as defined below) by the relevant UK resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of
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the maturity of the Senior Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which UK bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each holder and beneficial owner of the Senior Notes further acknowledged and agreed that the rights of the holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.
For these purposes, a “UK bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a UK resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power).
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant UK resolution authority would exercise its UK bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated pari passu with all other pari passu claims at that time being subjected to the exercise of the UK bail-in powers.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any UK bail-in power by the relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
For a discussion of certain risk factors relating to the UK bail-in power, see “Risk Factors—Risks relating to the Senior Notes”.
The exercise of any UK bail-in power by the relevant UK resolution authority shall not constitute a Senior Debt Security Event of Default (as defined below) under the Senior Notes. By its acquisition of the Senior Notes, each holder and beneficial owner of the Senior Notes: (i) acknowledged and agreed that the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes shall not give rise to a default or event of default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the TIA; and (ii) to the extent permitted by the TIA, waived any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.
By its acquisition of the Senior Notes, each holder and beneficial owner was also deemed to have (i) consented to the exercise of any UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary
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through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any UK bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes of the relevant series offered by this prospectus supplement, will constitute a single series of securities under the Senior Indenture as amended by the Sixth Supplemental Indenture. There is no limitation on the amount of senior notes or other debt securities that we may issue under such indenture.
Tax Redemption
We or, if applicable, LBG may redeem Senior Notes of any series in whole but not in part if we or, if applicable, LBG determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “UK taxing jurisdiction”) (including any treaty to which such UK taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after August 17, 2015:
· | in making any payments on the Senior Notes of any series, we or, if applicable, LBG have paid or will or would on the next payment date be required to pay additional amounts; | |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or | |
· | on the next payment date we or, if applicable, LBG would not be entitled to claim a deduction in respect of the payments in computing our UK taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we or, if applicable, LBG elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we or, if applicable, LBG may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities—Redemption”.
Waiver of Right to Set-Off
By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the senior debt indenture (or
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between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Discharge
We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities—Events of Default and Default; Limitation of Remedies—Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.
However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.
Trustee; Direction of Trustee
LBG’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Sixth Supplemental Indenture) shall survive the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the Senior Notes.
By its acquisition of the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledged and agreed that, upon the exercise of any UK bail-in power by the relevant UK resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Senior Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Senior Indenture nor the Sixth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK bail-in power by the relevant UK resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the UK bail-in power by the relevant UK resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the UK bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Senior Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Senior Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Senior Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
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Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market were deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the UK bail-in power.
Listing
The Senior Notes have been listed on the New York Stock Exchange in accordance with its rules.
Guarantee
Payment in full to the holders of the Senior Notes and payment in full to the Trustee of amounts due and owing under the senior debt indenture are fully and unconditionally guaranteed by LBG. The guarantee is set forth in, and forms part of, the senior debt indenture under which Senior Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will constitute LBG’s direct, unconditional, unsecured and unsubordinated obligation ranking pari passu with all LBG’s other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Holders of Senior Notes issued by us may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such assumption, we will be released from our liabilities under the senior debt indenture and the Senior Notes.
Governing Law
The Senior Indenture, the Sixth Supplemental
Indenture, the Senior Notes and the guarantee are governed by, and construed in accordance with, the laws of the State of New York.
3. | Prospectus Supplement – 3.500% Senior Notes due 2025: |
DESCRIPTION OF THE SENIOR NOTES
Fixed Rate Senior Notes
The 2025 Fixed Rate Senior Notes were issued in an aggregate principal amount of $1,250,000,000 and will mature on May 14, 2025. From and including the date of issuance, interest will accrue on the 2025 Fixed Rate Senior Notes at a rate of 3.500% per annum. Interest accrued on the Fixed Rate Senior Notes from May 14, 2015 and are payable semi-annually in arrears on May 14 and November 14 of each year, commencing on November 14, 2015. Interest will be paid to holders of record of the Fixed Rate Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Fixed Rate Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we pay interest on the next business day, but interest on that payment does not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we pay interest and principal on the next succeeding business day, but interest on that
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payment does not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
The Senior Notes constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
The 2025 Fixed Rate Senior Notes constitute a separate series of senior debt securities issued under an indenture dated as of January 21, 2011 (the “Senior Indenture”) among us as Issuer, LBG, as Guarantor, and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a fifth supplemental indenture to be dated as of May 14, 2015 (the “Fifth Supplemental Indenture”) among us as Issuer, LBG, as Guarantor, and the Trustee. Book-entry interests in the Senior Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, has been designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We issued the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters delivered the Senior Notes through the facilities of the DTC on May 14, 2015. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, was made in immediately available funds. Beneficial interests in the global securities trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us, LBG or our paying agent were made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts were be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental
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agreement, any of us, LBG, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, LBG, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledged, agreed to be bound by and consented to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the above. Each holder (including each beneficial owner) of the Senior Notes further acknowledged and agreed that the rights of the holders under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority expressed to implement such a cancellation or conversion.
For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Senior Notes would be treated pari passu with all other pari passu claims at that time being subjected to the exercise of the U.K. bail-in powers.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors-Risks relating to the Senior Notes”.
The exercise of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a Senior Debt Security Event of Default (as defined below) under the Senior Notes. By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes: (i) acknowledged and agreed that the
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exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes shall not give rise to a default or event of default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the TIA; and (ii) to the extent permitted by the TIA, waived any and all claims against the Trustee for, agreed not to initiate a suit against the Trustee in respect of, and agreed that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.
By purchasing the Senior Notes, each holder (including each beneficial owner) shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes of the relevant series offered by this prospectus supplement, will constitute a single series of securities under the Senior Indenture as amended by the Fifth Supplemental Indenture. There is no limitation on the amount of senior notes or other debt securities that we may issue under such indenture.
Tax Redemption
We or, if applicable, LBG may redeem Senior Notes of any series in whole but not in part if we or, if applicable, LBG determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax (a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after May 14, 2015:
· | in making any payments on the Senior Notes of any series, we or, if applicable, LBG have paid or will or would on the next payment date be required to pay additional amounts; |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
·· | on the next payment date we or, if applicable, LBG would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
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In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we or, if applicable, LBG elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we or, if applicable, LBG may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption”.
Waiver of Right to Set-Off
By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the senior debt indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Discharge
We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Default; Limitation of Remedies-Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.
However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.
Trustee; Direction of Trustee
LBG’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Fifth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.
By its acquisition of the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledged and agreed that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Senior Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Senior Indenture nor the Fifth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Senior Indenture shall remain
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applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Senior Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Senior Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
The Senior Notes have been listed on the New York Stock Exchange in accordance with its rules.
Guarantee
Payment in full to the holders of the Senior Notes and payment in full to the Trustee of amounts due and owing under the senior debt indenture are fully and unconditionally guaranteed by LBG. The guarantee is set forth in, and forms part of, the senior debt indenture under which Senior Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will constitute LBG’s direct, unconditional, unsecured and unsubordinated obligation ranking pari passu with all LBG’s other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Holders of Senior Notes issued by us may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such assumption, we will be released from our liabilities under the senior debt indenture and the Senior Notes.
Governing Law
The Senior Indenture, the Fifth Supplemental Indenture, the Senior Notes and the guarantee are governed by, and construed in accordance with, the laws of the State of New York.
4. | Prospectus Supplement – 2.400% Senior Notes due 2020: |
DESCRIPTION OF THE SENIOR NOTES
Fixed Rate Senior Notes
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The 2020 Fixed Rate Senior Notes were issued in an aggregate principal amount of $1,000,000,000 and will mature on March 17, 2020. From and including the date of issuance, interest will accrue on the 2020 Fixed Rate Senior Notes at a rate of 2.400% per annum. Interest will accrue on the Fixed Rate Senior Notes from March 17, 2015 and will be payable semi-annually in arrears on March 17 and September 17 of each year, commencing on September 17, 2015, for the 2020 Fixed Rate Senior Notes. Interest will be paid to holders of record of the Fixed Rate Senior Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a business day.
Interest on the Fixed Rate Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
General
The Senior Notes constituted our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
The 2020 Fixed Rate Senior Notes constituted a separate series of senior debt securities issued under an indenture dated as of January 21, 2011 (the “Senior Indenture”) among us as Issuer, LBG, as Guarantor, and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a fourth supplemental indenture to be dated as of March 17, 2015 (the “Fourth Supplemental Indenture”) among us as Issuer, LBG, as Guarantor, and the Trustee. Book-entry interests in the Senior Notes were issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, has been designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We issued the Senior Notes in fully registered form. The Senior Notes were represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters delivered the Senior Notes through the facilities of the DTC on March 17, 2015. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global
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securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
All payments in respect of the Senior Notes by us, LBG or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Senior Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, LBG, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Senior Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, LBG, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledged, agreed to be bound by and consented to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of LBG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the above. Each holder (including each beneficial owner) of the Senior Notes further acknowledged and agreed that the rights of the holders under the Senior Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority expressed to implement such a cancellation or conversion.
For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us or other members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Senior Notes having regard to the hierarchy of creditor claims (with the
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exception of excluded liabilities) and that the holders of the Senior Notes would be treated pari passu with all other pari passu claims at that time being subjected to the exercise of the U.K. bail-in powers.
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors-Risks relating to the Senior Notes”.
The exercise of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a Senior Debt Security Event of Default (as defined below) under the Senior Notes. By purchasing the Senior Notes, each holder (including each beneficial owner) of the Senior Notes: (i) acknowledged and agreed that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes shall not give rise to a default or event of default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the TIA; and (ii) to the extent permitted by the TIA, waived any and all claims against the Trustee for, agreed not to initiate a suit against the Trustee in respect of, and agreed that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.
By purchasing the Senior Notes, each holder (including each beneficial owner) was deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes must be fungible with the outstanding Senior Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the Senior Notes of the relevant series offered by this prospectus supplement, will constitute a single series of securities under the Senior Indenture as amended by the Fourth Supplemental Indenture. There is no limitation on the amount of senior notes or other debt securities that we may issue under such indenture.
Tax Redemption
We or, if applicable, LBG may redeem Senior Notes of any series in whole but not in part if we or, if applicable, LBG determine that as a result of a change in or amendment to the laws or regulations of the United Kingdom or any United Kingdom political subdivision thereof or authority that has the power to tax
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Classification: Limited
(a “U.K. taxing jurisdiction”) (including any treaty to which such U.K. taxing jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after March 17, 2015:
· | in making any payments on the Senior Notes of any series, we or, if applicable, LBG have paid or will or would on the next payment date be required to pay additional amounts; |
· | payments on the next payment date in respect of any of the Senior Notes of any series would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
· | on the next payment date we or, if applicable, LBG would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes of the relevant series will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we or, if applicable, LBG elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless there is a failure to pay the redemption price on the payment date. The circumstances in which we or, if applicable, LBG may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption”.
Waiver of Right to Set-Off
By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the senior debt indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Discharge
We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Default; Limitation of Remedies-Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.
However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.
Trustee; Direction of Trustee
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LBG’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture (as amended by the Fourth Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes.
By its acquisition of the Senior Notes, each holder (including each beneficial owner) of the Senior Notes acknowledged and agreed that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Senior Notes under Section 5.12 (Control by Holders) of the Senior Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Senior Notes to direct certain actions relating to the Senior Notes, and (b) neither the Senior Indenture nor the Fourth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes), then the Trustee’s duties under the Senior Indenture shall remain applicable with respect to the Senior Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Senior Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Senior Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Senior Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Senior Notes that acquire the Senior Notes in the secondary market were deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
Listing
The Senior Notes have been listed on the New York Stock Exchange in accordance with its rules.
Guarantee
Payment in full to the holders of the Senior Notes and payment in full to the Trustee of amounts due and owing under the senior debt indenture are fully and unconditionally guaranteed by LBG. The guarantee is set forth in, and forms part of, the senior debt indenture under which Senior Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will constitute LBG’s direct, unconditional, unsecured and unsubordinated obligation ranking pari passu with all LBG’s other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Holders of Senior Notes issued by us may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of
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the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such assumption, we will be released from our liabilities under the senior debt indenture and the Senior Notes.
Governing Law
The Senior Indenture, the Fourth Supplemental Indenture, the Senior Notes and the guarantee are governed by, and construed in accordance with, the laws of the State of New York.
5. | Prospectus Supplement – 4.5000% Fixed Rate Subordinated Debt Securities due 2024: |
DESCRIPTION OF THE SUBORDINATED NOTES
The following is a summary of certain terms of the Subordinated Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
The Subordinated Notes will be issued in an aggregate principal amount of $1,000,000,000 and will mature on November 4, 2024. From and including the date of issuance, interest will accrue on the Subordinated Notes at a rate of 4.500% per annum. Interest will accrue from November 4, 2014. Interest will be payable semi-annually in arrears on May 4 and November 4 of each year, commencing on May 4, 2015. Interest will be paid to holders of record of the Subordinated Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant interest payment date, whether or not a Business Day.
Interest on the Subordinated Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled interest payment date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
There shall be no Deferred Payment Dates (as defined in the accompanying prospectus) in respect of the Subordinated Notes.
In this description of the Subordinated Notes, the following expressions have the following meanings:
“Business Day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
“Capital Disqualification Event” shall be deemed to have occurred if at any time the Issuer determines that as a result of a change (or prospective future change which the Relevant Regulator considers to be sufficiently certain) to the regulatory classification of the Subordinated Notes, in any such case becoming effective on or after November 4, 2014, all of the outstanding aggregate principal amount of the Subordinated Notes fully ceases (or would fully cease) to be included in, or count towards, the Tier 2 Capital of the Group (other than as a result of any applicable limitation on the amount of such capital as applicable to the Group).
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“CRD IV” means, taken together, (i) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, and any successor directive (the “CRD IV Directive”), (ii) Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation (the “CRD IV Regulation”) and (iii) applicable capital adequacy banking regulations then in effect in the United Kingdom.
“Regulatory Capital Requirements” means any applicable minimum capital or capital requirements specified for banks or financial groups by the Relevant Regulator.
“Relevant Regulator” means the UK Prudential Regulation Authority or such other governmental authority in the United Kingdom (or if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the Issuer and/or the Group.
“Senior Creditors” means in respect of the Issuer (i) creditors of the Issuer whose claims are admitted to proof in the winding-up or administration of the Issuer and who are unsubordinated creditors of the Issuer and (ii) creditors of the Issuer whose claims are or are expressed to be subordinated to the claims of other creditors of the Issuer (other than those whose claims relate to obligations which constitute, or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the Issuer, or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the Subordinated Notes).
“Tier 1 Capital” has the meaning given to it by the Regulatory Capital Requirements from time to time.
“Tier 2 Capital” has the meaning given to it by the Regulatory Capital Requirements from time to time.
General
The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all amounts due in respect of or arising under (including any damages awarded for breach of any obligations under) the Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors. The ranking of our obligations shall be set out in the manner provided in the Subordinated Indenture. In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.
The Subordinated Notes will constitute a separate series of subordinated debt securities issued under an indenture to be dated as of November 4, 2014 (the “Subordinated Indenture”) between us and The Bank of New York Mellon as trustee (the “Trustee”), as amended by a first supplemental indenture to be dated as of November 4, 2014 (the “First Supplemental Indenture”) between us and the Trustee. Book-entry interests in the Subordinated Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
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The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Subordinated Notes in fully registered form. The Subordinated Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Subordinated Notes through the DTC and its participants. The Underwriters expect to deliver the Subordinated Notes through the facilities of the DTC on November 4, 2014. For a more detailed summary of the form of the Subordinated Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Subordinated Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
All payments in respect of the Subordinated Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No additional amounts will be paid on the Subordinated Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections or regulations (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the Subordinated Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Subordinated Notes, and no additional amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
By purchasing the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other obligations of LBG or another person, which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Notes solely to give effect to the above. With respect to (i) and (ii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each holder (including each beneficial owner) of the Subordinated Notes further acknowledges and agrees that the rights of the holders under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the
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exercise of any U.K. bail-in power by the relevant U.K. resolution authority expressed to implement such a cancellation or conversion.
For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us and the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime by way of amendment to the Banking Act as the same may be amended from time to time (whether pursuant to the Banking Reform Act 2013 or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the Subordinated Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the holders of the Subordinated Notes would be treated pari passu with all other pari passu claims at that time being subjected to the exercise of the U.K. bail-in powers.
No repayment of the principal amount of the Subordinated Notes or payment of interest on the Subordinated Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
For a discussion of certain risk factors relating to the U.K. bail-in power, see “Risk Factors-Risks relating to the Subordinated Notes”.
By purchasing the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes shall not give rise to a default or event of default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the TIA; and (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.
By purchasing the Subordinated Notes, each holder (including each beneficial owner) shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner.
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Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
Defaults
A “Default” with respect to the Subordinated Notes shall result if:
· | any installment of interest is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
· | all or any part of the principal of the Subordinated Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Default occurs and is continuing, the trustee may commence a proceeding for the winding-up of LBG.
However, a failure to make any payment on a Subordinated Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers an Opinion of Counsel to the trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the Subordinated Notes.
By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the Subordinated Note or the Subordinated Indenture (or between obligations which LBG may have under or in respect of any Subordinated Note and any liability owed by a holder to LBG) that they might otherwise have against LBG, whether before or during such winding up.
Additional Issuances
We may, without the consent of the holders of the Subordinated Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes described in this prospectus supplement except for the price to the public, issue date and first interest payment date, provided however that such additional notes must be fungible with the Subordinated Notes for U.S. federal income tax purposes. Any such additional notes, together with the Subordinated Notes offered by this prospectus supplement, will constitute a single series of securities under the Subordinated Indenture as amended by the First Supplemental Indenture. There is no limitation on the amount of subordinated notes or other debt securities that we may issue under such indenture.
Tax Redemption
If at any time a Tax Event has occurred and is continuing, LBG may, subject to the satisfaction of the conditions described under “-Conditions to Redemption and Repurchases” below, redeem the Subordinated Notes in whole but not in part at any time at 100% of their principal amount, together with any accrued interest to, but excluding, the date fixed for redemption.
A “Tax Event” is deemed to have occurred if:
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(1) the Company determines that as a result of a Tax Law Change, in making any payments on the Subordinated Notes, LBG has paid or will or would on the next payment date be required to pay any Additional Amounts to any holder pursuant to “-Payment of Additional Amounts” below and/or
(2) a Tax Law Change would:
· | result in LBG not being entitled to claim a deduction in respect of any payments in respect of the Subordinated Notes in computing LBG’s taxation liabilities or materially reduce the amount of such deduction; |
· | prevent the Subordinated Notes from being treated as loan relationships for United Kingdom tax purposes; |
· | as a result of the Subordinated Notes being in issue, result in LBG not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the date of issue of the Subordinated Notes or any similar system or systems having like effect as may from time to time exist); |
· | result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Notes or the conversion of the Subordinated Notes into shares or other obligations of LBG; or |
· | result in a Subordinated Note or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, |
in each case, provided that, LBG could not avoid the foregoing in connection with the Subordinated Notes by taking measures reasonably available to it.
“Tax Law Change” means a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective on or after the issue date, or (y) in the case of a change or proposed change in law, if such change is enacted (or, in the case of a proposed change, is expected to be enacted) by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the issue date;
Notice of any redemption of the Subordinated Notes due to the occurrence of a Tax Event will be given to holders not less than 30 nor more than 60 calendar days prior to the date of such redemption in accordance with “-Conditions to Redemption and Repurchases” below, and to the trustee at least ten (10) Business Days prior to such date, unless a shorter notice period shall be satisfactory to the trustee.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee (i) a legal opinion, in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred and is continuing, and (ii) an officer’s certificate confirming that (1) all the conditions necessary for redemption have occurred and that LBG could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the relevant regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by LBG on the issue date. The Trustee shall be entitled to accept such opinion and
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officer’s certificate without any further inquiry, in which event such opinion and officer’s certificate shall be conclusive and binding on the Trustee and the holders of the Subordinated Notes.
Redemption due to a Capital Disqualification Event
We may redeem the Subordinated Notes in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of the Subordinated Notes if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing. In the event of such a redemption, the redemption price of the Subordinated Notes will be 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date fixed for redemption. Any right of redemption will be subject to the conditions set forth under “-Conditions to Redemption and Repurchases” below.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee an officer’s certificate stating that (1) a Capital Disqualification Event has occurred and is continuing, and (2) LBG has demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the issue date. The Trustee shall be entitled to accept such officer’s certificate without any further inquiry, in which even such officer’s certificate shall be conclusive and binding on the Trustee and the holders of the Subordinated Notes.
Repurchases
We may at any time, and from time to time, purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices. Subordinated Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold). Any such purchases will be subject to the conditions set forth under “-Conditions to Redemption and Repurchases” below.
Conditions to Redemption and Repurchases
Any redemption or repurchase of the Subordinated Notes prior to the maturity date is subject to:
(A) | LBG giving notice to the Relevant Regulator and the Relevant Regulator granting permission to LBG to redeem or purchase the Subordinated Notes (in each case to the extent, and in the manner, required by the relevant Regulatory Capital Requirements); |
(B) | in respect of any redemption of the Subordinated Notes proposed to be made prior to the fifth anniversary of the date of issuance of the Subordinated Notes, if and to the extent then required under the relevant Regulatory Capital Requirements (a) in the case of redemption following the occurrence of a Tax Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable by LBG as at the issue date or (b) in the case of redemption following the occurrence of a Capital Disqualification Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the issue date; and |
(C) | compliance by LBG with any alternative or additional pre-conditions to redemption or purchase, as applicable, set out in the relevant Regulatory Capital Requirements for the time being. |
Article 78(1) of the CRD IV Regulation provides that the Relevant Regulator shall, subject as provided in Article 78 and below, grant permission to redeem or purchase Subordinated Notes prior to the maturity date where either:
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(a) | on or before the relevant redemption date or purchase date, as applicable, LBG replaces the Subordinated Notes with instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of LBG; or |
Further, Article 78(4) provides that the Relevant Regulator may only permit LBG to redeem the Subordinated Notes before five years after the date of issuance of the Subordinated Notes not only if either of the conditions referred to in paragraphs (1) or (2) above is met, but also:
(a) | in the case of redemption due to the occurrence of a Capital Disqualification Event, (i) the Relevant Regulator considers such change to be sufficiently certain and (ii) LBG demonstrates to the satisfaction of the Relevant Regulator that the Capital Disqualification Event was not reasonably foreseeable at the time of issuance of the Subordinated Notes; or |
(b) | in the case of redemption due to the occurrence of a Tax Event, LBG demonstrates to the satisfaction of the Relevant Regulator that such change is material and was not reasonably foreseeable at the time of issuance of the Subordinated Notes. |
The rules under CRD IV may be modified from time to time after the date of issuance of the Subordinated Notes and we may be required to comply with any additional or alternative preconditions set out in the relevant Capital Regulations and/or required by the Relevant Regulator as a prerequisite to its consent to such redemptions or repurchases, at the time.
Waiver of Right to Set-Off
By accepting a Subordinated Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the subordinated debt indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Trustee; Direction of Trustee
LBG’s obligations to reimburse and indemnify the Trustee in accordance with Section 6.07 of the Subordinated Indenture (as amended by the First Supplemental Indenture) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Notes.
By its acquisition of the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the Subordinated Notes under Section 5.12 (Control by Holders) of the Subordinated Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the Subordinated Notes to direct certain actions relating to the Subordinated Notes, and (b) neither the Subordinated Indenture nor the First Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Subordinated Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s duties under the Subordinated Indenture shall remain applicable with respect to the Subordinated Notes following such completion to the extent that the Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Subordinated Indenture.
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In addition to the foregoing, the Trustee may decline to act or accept direction from holders unless it receives written direction from holders representing a majority in aggregate principal amount of the Subordinated Notes and security and/or indemnity satisfactory to the Trustee in its sole discretion. The Subordinated Indenture shall not be deemed to require the Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus supplement.
Subsequent Holders’ Agreement
Holders and beneficial owners of the Subordinated Notes that acquire the Subordinated Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the Subordinated Notes that acquire the Subordinated Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Subordinated Notes related to the U.K. bail-in power.
Listing
We intend to apply for the listing of the Subordinated Notes on the New York Stock Exchange in accordance with its rules.
Governing Law
The Subordinated Indenture, the First Supplemental Indenture and the Subordinated Notes are governed by, and construed in accordance with, the laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Notes, which are governed by, and construed in accordance with, the laws of Scotland
E. | Base Prospectus – dated December 22, 2010: |
DESCRIPTION OF DEBT SECURITIES
Senior Guarantee
LBG, as guarantor, will fully and unconditionally guarantee payment in full to the holders of senior debt securities issued by us. The guarantee is set forth in, and forms part of, the indenture under which senior debt securities will be issued by us. If, for any reason, we do not make any required payment in respect of our senior debt securities when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a senior basis when the guaranteed debt securities are issued under the senior indenture. Holders of senior debt securities issued by us may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the debt securities, assume all of our rights and obligations under the debt securities and upon such assumption, we will be released from our liabilities under the senior debt indenture and the senior debt securities.
Subordinated Guarantee
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LBG, as guarantor, will fully and unconditionally guarantee payment in full to the holders of subordinated debt securities issued by us. The guarantee is set forth in, and forms part of, the indenture under which subordinated debt securities will be issued by us. If, for any reason, we do not make any required payment in respect of our subordinated debt securities when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will be on a subordinated basis when the guaranteed debt securities are issued under the subordinated indenture. Holders of subordinated debt securities issued by us may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the debt securities, assume all of our rights and obligations under the debt securities and upon such assumption, we will be released from our liabilities under the subordinated debt indenture and the subordinated debt securities.
Because the guarantee is subordinated, if winding up proceedings with respect to LBG should occur, each holder may recover less ratably than the holders of its unsubordinated liabilities. If, in any such winding up, the amount payable on any guarantee of any series of debt securities and any claims ranking equally with such guarantee are not paid in full, those guarantees and other claims ranking equally will share ratably in any distribution of LBG’s assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the guarantee of any debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
In addition, because LBG is a holding company, its rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including, in the case of us, our depositors, except to the extent that LBG may be a creditor with recognized claims against us.
Form of Debt Securities; Book-Entry System
General
Unless the relevant prospectus supplement states otherwise, the debt securities shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with or on behalf of one or more depositary, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream Luxembourg”), and will be registered in the name of such depositary or its nominee. Unless and until the debt securities are exchanged in whole or in part for other securities that we issue or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by the depositary to a nominee or a successor of the depositary.
The debt securities may be accepted for clearance by DTC, Euroclear and Clearstream Luxembourg. Unless the relevant prospectus supplement states otherwise, the initial distribution of the debt securities will be cleared through DTC only. In such event, beneficial interests in the global debt securities will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including, as applicable, Euroclear and Clearstream Luxembourg.
The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.
So long as the depositary, or its nominee, is the holder of a global debt security, the depositary or its nominee will be considered the sole holder of such global debt security for all purposes under the indentures. Except as described below under the heading “-Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have debt securities registered in its name,
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receive or be entitled to receive physical delivery of debt securities in definitive form or be considered the owner or holder of the debt securities under the indentures. Each person having an ownership or other interest in debt securities must rely on the procedures of the depositary, and, if a person is not a participant in the depositary, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the indentures or the debt securities.
Payments on the Global Debt Security
Payments of any amounts in respect of any global securities will be made by the trustee to the depositary. Payments will be made to beneficial owners of debt securities in accordance with the rules and procedures of the depositary or its direct and indirect participants, as applicable. Neither we nor LBG nor the trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between the depositary and any beneficial owner of an interest in a global security, or the failure of the depositary or any intermediary to pass through to any beneficial owner any payments that we or LBG make to the depositary.
The Clearing Systems
DTC, Euroclear and Clearstream Luxembourg have advised us as follows:
DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.
Euroclear. Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable law (collectively, the “Euroclear Terms and Conditions”). The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.
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Clearstream Luxembourg. Clearstream Luxembourg is incorporated under the laws of The Grand Duchy of Luxembourg as a professional depositary. Clearstream Luxembourg holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries.
Issuance of Definitive Securities
So long as the depositary holds the global securities of a particular series of debt securities, such global securities will not be exchangeable for definitive securities of that series unless:
· | the depositary notifies the trustee that it is unwilling or unable to continue to act as depositary for the debt securities or the depositary ceases to be a clearing agency registered under the Exchange Act; |
· | we or LBG are wound up and we or LBG fail to make a payment on the debt securities when due; or |
· | at any time we determine at our option and in our sole discretion that the global securities of a particular series of debt securities should be exchanged for definitive debt securities of that series in registered form. |
Each person having an ownership or other interest in a debt security must rely exclusively on the rules or procedures of the depositary as the case may be, and any agreement with any direct or indirect participant of the depositary, including Euroclear or Clearstream Luxembourg and their participants, as applicable, or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The indentures permit us to determine at any time and in our sole discretion that debt securities shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.
Unless otherwise specified in the prospectus supplement, definitive debt securities will be issued in registered form only. To the extent permitted by law, we, LBG, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.
Payments in respect of each series of definitive securities will be made to the person in whose name the definitive securities are registered as it appears in the register for that series of debt securities. Payments will be made in respect of the debt securities by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
If we issue definitive debt securities of a particular series in exchange for a particular global debt security, the depositary, as holder of that global debt security, will surrender it against receipt of the definitive debt securities, cancel the book-entry debt securities of that series, and distribute the definitive debt securities of that series to the persons and in the amounts that the depositary specifies pursuant to the internal procedures of such depositary.
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If definitive securities are issued in the limited circumstances described above, those securities may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three business days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three business days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.
Settlement
Initial settlement for each series of debt securities and settlement of any secondary market trades in the debt securities will be made in same-day funds. Book-entry debt securities held through DTC will settle in DTC’s same-day funds settlement system.
Payments
We will make any payments of interest and principal on any particular series of debt securities on the dates and, in the case of payments of interest, at the rate or rates, that we set out in, or that are determined by the method of calculation described in, the relevant prospectus supplement.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, if we do not make a payment on that series of subordinated debt securities on any payment date, our obligation to make that payment shall be deferred, if it is an interest payment, until the date upon which we pay a dividend on any class of our share capital and, if it is a principal payment, until the first business day after the date that falls six months after the original payment date (a “Deferred Payment Date”). If we fail to make a payment before the Deferred Payment Date, that failure shall not create a default or otherwise allow any holder to sue us or LBG for the payment or take any other action. Each payment that is deferred in this way will accrue interest at the rate prevailing in accordance with the terms of the series of debt securities immediately before the original payment date. Any payment deferred in this way shall not be treated as due for any purpose, including for the purposes of ascertaining whether or not a Subordinated Debt Security Default has occurred, until the Deferred Payment Date.
Subordination
Senior Debt Securities
Unless the relevant prospectus supplement provides otherwise, senior debt securities and coupons (if any) appertaining thereto constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all of our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Subordinated Debt Securities
Unless the relevant prospectus supplement provides otherwise, in a winding up, all payments on any series of subordinated debt securities will be subordinate to, and subject in right of payment to the prior
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payment in full of, all claims of all of our creditors other than claims in respect of any liability that is, or is expressed to be, subordinated, whether only in the event of a winding up or otherwise, to the claims of all or any of our creditors, in the manner provided in the subordinated debt indenture.
General
As a consequence of these subordination provisions, if winding up proceedings should occur, each holder may recover less ratably than the holders of our unsubordinated liabilities. If, in any winding up, the amount payable on any series of debt securities and any claims ranking equally with that series are not paid in full, those debt securities and other claims ranking equally will share ratably in any distribution of our assets in a winding up in proportion to the respective amounts to which they are entitled. If any holder is entitled to any recovery with respect to the debt securities in any winding up or liquidation, the holder might not be entitled in those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom.
Redemption
Unless the relevant prospectus supplement provides otherwise and subject in the case of any subordinated debt securities to our (i) having notified the United Kingdom Financial Services Authority (“FSA”) of our intention to so redeem at least one month (or such other longer or shorter period as the FSA may then require or accept) prior to becoming committed to the proposed repayment and any necessary prior consent, notice or no objection, as applicable, having been received from the FSA, and (ii) satisfying the FSA that after such repayment we will be able to meet our capital resource requirements and have sufficient financial resources to meet our applicable capital adequacy requirements, we will have the option to redeem the debt securities of any series, as a whole but not in part, upon not less than 30 nor more than 60 days’ notice to each holder of debt securities, on any payment date, at a redemption price equal to 100% of their principal amount together with any accrued but unpaid interest in the case of senior debt securities and any accrued but unpaid interest (including deferred interest in the case of subordinated debt securities), to the redemption date, or, in the case of discount securities, their accreted face amount, together with any accrued interest, if we determine that as a result of a change in or amendment to the laws or regulations of a UK taxing jurisdiction, including any treaty to which it is a party, or a change in the application or interpretation of those laws or regulations, including a decision of any court or tribunal or any generally published pronouncement by any relevant tax authority which change, amendment or pronouncement becomes effective or applicable on or after the date of the applicable prospectus supplement:
· | in making any payments on the particular series of debt securities or under the guarantee, we or LBG have paid or will or would on the next payment date be required to pay Additional Amounts; |
· | payments on the next payment date in respect of any of the series of debt securities would be treated as “a distribution” within the meaning of Chapter 2, Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or reenactment of such Act; or |
· | on the next payment date we or LBG would not be entitled to claim a deduction in respect of the payments in computing our UK taxation liabilities, or the value of the deduction to us or LBG, as applicable, would be materially reduced. |
Unless the relevant prospectus supplement provides otherwise, and subject to our (i) having notified the FSA of our intention to so redeem at least one month (or such other longer or shorter period as the FSA may then require or accept) prior to becoming committed to the proposed repayment and any necessary prior consent, notice or no objection, as applicable, having been received from the FSA, and (ii) satisfying the FSA that after such repayment we will be able to meet our capital resource requirements and have sufficient financial resources to meet our applicable capital adequacy requirements, with respect to any
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series of subordinated debt securities, we will have the option to redeem the subordinated debt securities, as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, to each holder of such subordinated debt securities, at any time, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest (including any deferred interest), if any, in respect of such series of subordinated debt securities to the date fixed for redemption (or, in the case of discount securities, the accreted face amount thereof, together with accrued interest, if any), if, immediately prior to the giving of the notice referred to above the subordinated debt securities would no longer be eligible to qualify in whole or in part (save where such non-qualification is only as a result of any applicable limitation on the amount of such capital) for inclusion in the Lower Tier 2 Capital, as defined by the FSA from time to time, of Lloyds Bank.
In the case of redemption due to tax changes, we shall be required, before we give a notice of redemption, to deliver to the trustee (i) an officer’s certificate evidencing compliance with such provisions and stating that we are entitled to redeem the relevant securities or (ii) a written legal opinion of independent United Kingdom counsel of recognized standing selected by us, or written opinion by a firm of certified accountants in a form satisfactory to the trustee confirming that the relevant change in the application or interpretation of such laws or regulations has occurred and that we are entitled to exercise our right of redemption.
The relevant prospectus supplement will specify whether or not we may redeem the debt securities of any series, in whole or in part, at our option, in any other circumstances and, if so, the prices and any premium at which and the dates on which we may do so. Any notice of redemption of debt securities of any series will state, among other items:
· | the redemption date; |
· | the amount of debt securities to be redeemed if less than all of the series is to be redeemed; |
· | the redemption price; |
· | that the redemption price will become due and payable on the redemption date and that payments will cease to accrue on such date; |
· | the place or places at which each holder may obtain payment of the redemption price; and |
· | the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the debt securities being redeemed. |
In the case of a partial redemption, the trustee shall select the debt securities to be redeemed in any manner which it deems fair and appropriate, and consistent with the rules and procedures of the applicable clearing systems.
We, LBG or any of LBG’s subsidiaries may at any time and from time to time purchase debt securities of any series in the open market or by tender (available to each holder of debt securities of the relevant series) or by private agreement, if applicable law permits. Any debt securities of any series that we purchase beneficially for our own account, other than in connection with dealing in securities, will be treated as cancelled and will no longer be issued and outstanding.
Under existing FSA requirements, we may not make any redemption or repurchase of any debt securities beneficially for our own account, other than a repurchase in connection with dealing in securities,
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unless we give prior notice to the FSA and the FSA has not objected. The FSA (or any successor thereto) may impose conditions on any redemption or repurchase.
Modification and Waiver
We, LBG and the trustee may make certain modifications and amendments to the applicable indenture with respect to any series of debt securities without the consent of the holders of the debt securities. Other modifications and amendments may be made to the indenture with the consent of the holder or holders of not less than a majority, or in the case of subordinated debt securities, two-thirds, in aggregate outstanding principal amount of the debt securities of the series outstanding under the indenture that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each debt security affected that would:
· | change the stated maturity of the principal amount of any debt security; |
· | reduce the principal amount of, the interest rates, or any premium payable upon the redemption of, or the payments with respect to, any debt security; |
· | change any obligation (or any successors’) to pay Additional Amounts; |
· | change the currency of payment; |
· | impair the right to institute suit for the enforcement of any payment due and payable; |
· | reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or amend the indenture or to waive compliance with certain provisions of the indenture and any Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default (as such terms are defined below); |
· | modify the subordination provisions or the terms of our obligations or LBG’s obligations in respect of the due and punctual payment of the amounts due and payable on the debt securities in a manner adverse to the holders; or |
· | modify the above requirements. |
In addition, material variations in the terms and conditions of debt securities of any series, including modifications relating to redemption, a Senior Debt Security Event of Default, a Subordinated Debt Security Event of Default or a Subordinated Debt Security Default (as such terms are defined below), may require the non-objection from, or consent of, the FSA.
Events of Default; Default; Limitation of Remedies
Senior Debt Security Event of Default
Unless the relevant prospectus supplement provides otherwise, a “Senior Debt Security Event of Default” with respect to any series of senior debt securities shall result if:
· | Lloyds Bank or LBG does not pay any principal or interest on any senior debt securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid within 14 days following written notice from the trustee or from holders of 25% in outstanding principal amount of the senior debt securities of that series to us requiring the payment |
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to be made. It shall not, however, be a Senior Debt Security Event of Default if during the 14 days after the notice, Lloyds Bank or LBG delivers a written opinion of legal advisors, who may be an employee of, or legal advisors for, Lloyds Bank or LBG or other legal advisors acceptable to the trustee (“Opinion of Counsel”) to the trustee concluding that such sums were not paid in order to comply with a law, regulation or order of any court of competent jurisdiction. It shall not be a Senior Debt Security Event of Default if Lloyds Bank or LBG delivers such an Opinion of Counsel to the trustee and the trustee shall be entitled to rely on such opinion. The foregoing shall not otherwise be deemed to impair the right of any holder to receive payment of the principal of and interest on any such security or to institute suit for the enforcement of any such payment; or
· | Lloyds Bank or LBG breaches any covenant or warranty of the senior debt indenture (other than as stated above with respect to payments when due) and that breach has not been remedied within 60 days of receipt of a written notice from the trustee certifying that in its opinion the breach is materially prejudicial to the interests of the holders of the senior debt securities of that series and requiring the breach to be remedied or from holders of at least 25% in outstanding principal amount of the senior debt securities of that series requiring the breach to be remedied; or |
· | either a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders’ resolution is validly adopted, for the winding-up of Lloyds Bank or LBG (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency). |
If a Senior Debt Security Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount of the senior debt securities of that series may at their discretion declare the senior debt securities of that series to be due and repayable immediately (and the senior debt securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with accrued interest, if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute such proceedings as it may think suitable, against Lloyds Bank or LBG to enforce payment. Subject to the indenture provisions for the indemnification of the trustee, the holder(s) of a majority in aggregate principal amount of the outstanding senior debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the trustee for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law or the senior debt indenture, and must not be unjustly prejudicial to the holder(s) of any senior debt securities of that series not taking part in the direction, and not expose the trustee to undue risk. The trustee may also take any other action, consistent with the direction, that it deems proper.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the senior debt securities.
By accepting a senior debt security, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the senior debt securities or the applicable indenture that they might otherwise have against Lloyds Bank or LBG, whether before or during the winding up of Lloyds Bank or LBG, as applicable.
Subordinated Debt Security Events of Default
Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” of Lloyds Bank with respect to any series of subordinated debt security shall result if:
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· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
· | an effective shareholders’ resolution is validly adopted for the winding-up of Lloyds Bank, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If a Subordinated Debt Security Event of Default of Lloyds Bank occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may declare to be due and payable immediately in accordance with the terms of the indenture the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest, on the subordinated debt securities of the series. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration of acceleration and its consequences, but only if all Subordinated Debt Security Events of Default of Lloyds Bank have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Unless the relevant prospectus supplement provides otherwise, a “Subordinated Debt Security Event of Default” of LBG with respect to the guarantees of any series of subordinated debt security shall result if:
· | a court of competent jurisdiction makes an order which is not successfully appealed within 30 days; or |
· | an effective shareholders’ resolution is validly adopted for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If a Subordinated Debt Security Event of Default of LBG occurs and is continuing, the trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities of each series may deem to be due and payable by Lloyds Bank or LBG immediately in accordance with the terms of the indenture, for the purposes of the guarantee only (whether or not a Subordinated Debt Security Event of Default of Lloyds Bank has occurred), the principal amount of, and any accrued but unpaid payments (or, in the case of discount securities, the accreted face amount, together with any accrued interest), including any deferred interest, on the subordinated debt securities of the series. However, after this declaration but before the trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding subordinated debt securities of the series may rescind the declaration of acceleration and its consequences, but only if all Subordinated Debt Security Events of Default of LBG have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Subordinated Debt Security Defaults
In addition to Subordinated Debt Security Events of Default, the Indenture also separately provides for Subordinated Debt Security Defaults. Unless the relevant prospectus supplement provides otherwise, it shall be a “Subordinated Debt Security Default” with respect to any series of subordinated debt securities if:
· | any installment of interest upon any subordinated debt security of that series is not paid on or before its Deferred Payment Date or such other date specified for its payment in the Indenture and such failure continues for 14 days; or |
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· | all or any part of the principal of any subordinated debt security of that series is not paid on its Deferred Payment Date, or when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
If a Subordinated Debt Security Default occurs and is continuing, the trustee may commence a proceeding in England and Scotland (but not elsewhere) for the winding-up of Lloyds Bank or LBG, respectively.
However, a failure to make any payment on a series of subordinated debt securities shall not be a Subordinated Debt Security Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and Lloyds Bank or LBG delivers an Opinion of Counsel to the trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to the subordinated debt securities.
By accepting a subordinated debt security, each holder and the trustee will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the subordinated debt securities or the applicable indenture (or between our obligations under or in respect of any subordinated debt security and any liability owed by a holder or the trustee to Lloyds Bank or LBG) that they might otherwise have against Lloyds Bank or LBG, whether before or during our winding up.
Events of Default and Defaults-General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may waive any past Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the series, except a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on any debt security or a covenant or provision of the applicable indenture which cannot be modified or amended without the consent of each holder of debt securities of such series.
Subject to certain exceptions, such as in the case of a payment default, the trustee may, without the consent of the holders, waive or authorize a Senior Debt Security Event of Default if, in the opinion of the trustee, the Senior Debt Security Event of Default would not be materially prejudicial to the interests of the holders.
Subject to the provisions of the applicable indenture relating to the duties of the trustee, if a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default occurs and is continuing with respect to the debt securities of any series, the trustee will be under no obligation to any holder or holders of the debt securities of the series, unless they have offered reasonable indemnity to the trustee. Subject to the indenture provisions for the indemnification of the trustee, the holder or holders of a majority in aggregate principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the series, if the direction is not in conflict with any rule of law or with the applicable indenture and does not expose the trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of any debt securities of any series not taking part in that direction. The trustee may take any other action that it deems proper which is not inconsistent with that direction.
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The indentures provide that the trustee will, within 90 days after the occurrence of a Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default with respect to the debt securities of any series, give to each holder of the debt securities of the affected series notice of the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default known to it, unless the Senior Debt Security Event of Default, Subordinated Debt Security Event of Default or Subordinated Debt Security Default, has been cured or waived. However, the trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the trustee a statement as to our compliance with all conditions and covenants under the indenture (i) annually, and (ii) within five Business Days of a written request from the trustee.
Consolidation, Merger and Sale of Assets; Assumption
We or LBG may, without the consent of the holders of any of the debt securities, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, our obligations or, if applicable, LBG’s obligations, on the debt securities and under the applicable indenture, immediately after giving effect to such transaction, no event of default shall have occurred and be continuing, and we procure the delivery of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any of our wholly-owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any holder, provided that we unconditionally guarantee, which, in the case of subordinated debt securities shall be on a subordinated basis in substantially the manner described above, the obligations of the subsidiary under the debt securities of that series. If we do, all of our direct obligations under the debt securities of the series and the applicable indenture shall immediately be discharged. Any Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction in which the assuming subsidiary is incorporated for “UK taxing jurisdiction”. However, if we or LBG make payment under such guarantee, we or LBG, as the case may be, shall be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “-Additional Amounts” above, imposed by any UK taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the circumstances described in “-Redemption” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.
An assumption of our obligations under the debt securities of any series might be deemed for U.S. federal income tax purposes to be an exchange of those debt securities for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.
Governing Law
The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York and the Trust Indenture Act of 1939, as amended (“TIA”), one of the U.S.
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Securities laws, except that, as the indentures specify, the subordination provisions relating to each series of debt securities in the indentures will be governed and construed in accordance with the laws of England and the subordination provisions relating to the guarantees endorsed on each series of debt securities in the indentures will be governed and construed in accordance with the laws of Scotland.
Notices
All notices to holders of registered debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.
The Trustee
The Bank of New York Mellon, acting through its London office, One Canada Square, London E14 5AL, is the trustee under the indentures. The trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the TIA. Subject to the provisions of the TIA, the trustee is under no obligation to exercise any of the powers vested in it by the indentures at the request of any holder of notes, unless offered reasonable indemnity or security deemed satisfactory to the trustee in its sole discretion, by the holder against the costs, expense and liabilities which might be incurred thereby. We, LBG and certain members of the Group maintain deposit accounts and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of our business. The Bank of New York Mellon is also the book-entry depositary with respect to certain of our or LBG’s debt securities and the depositary with respect to the ADSs representing certain of LBG’s preference shares.
Consent to Service of Process
Under the indentures, we and LBG irrevocably designate our Chief U.S. Counsel, Lloyds TSB Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as our authorized agent for service of process in any legal action or proceeding arising out of or relating to the indentures or any debt securities brought in any federal or state court in The City of New York, New York and we and LBG irrevocably submit to the jurisdiction of those courts.
1. | Prospectus Supplement – 6.375% Senior Notes due 2021: |
DESCRIPTION OF THE SENIOR NOTES
In this prospectus supplement we refer to the 2021 Senior Notes as the “Senior Notes”. The following is a summary of certain terms of the Senior Notes. It supplements the description of the general terms of the debt securities of any series we may issue contained in the accompanying prospectus under the heading “Description of Debt Securities”. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary governs.
The 2021 Senior Notes will be issued in an aggregate principal amount of $2,500,000,000 and will mature on January 21, 2021. From and including the date of issuance, interest will accrue on the 2021 Senior Notes at a rate of 6.375% per annum. Interest will accrue from January 21, 2011. Interest will be payable semi-annually in arrears on January 21 and July 21 of each year, commencing on July 21, 2011. The regular record dates for the Senior Notes will be January 6 and July 6 of each year immediately preceding the interest payment dates on January 21 and July 21, respectively.
Interest on the Senior Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If any scheduled interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity date or date of redemption or repayment is not a business
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day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
A “business day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
General
The 2021 Senior Notes will constitute a separate series of senior debt securities issued under an indenture among us as Issuer, LBG, as Guarantor, and The Bank of New York Mellon as trustee (the “Trustee”). Book-entry interests in the Senior Notes will be issued in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. Interest on the Senior Notes will be computed on the basis of a 360-day year of twelve 30-day months.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the Senior Notes in fully registered form. The Senior Notes will be represented by one or more global securities in the name of a nominee of The Depository Trust Company (the “DTC”). You will hold beneficial interest in the Senior Notes through the DTC and its participants. The Underwriters expect to deliver the Senior Notes through the facilities of the DTC on January 21, 2011. For a more detailed summary of the form of the Senior Notes and settlement and clearance arrangements, you should read “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus. Indirect holders trading their beneficial interests in the Senior Notes through the DTC must trade in the DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “Description of Debt Securities-Form of Debt Securities; Book-Entry System” in the accompanying prospectus.
Payment of principal of and interest on the Senior Notes, so long as the Senior Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of the DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
Additional Issuances
We may, without the consent of the holders of the 2021 Senior Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the 2021 Senior Notes (as applicable) described in this prospectus supplement except for the price to the public and issue date, provided however that such additional notes must be fungible with the Senior Notes for U.S. federal income tax purposes. Any such additional notes, together with the 2021 Senior Notes offered by this prospectus supplement, will constitute a single series of securities under the indenture relating to senior
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debt securities issued by us, dated as of January 21, 2011, among us, LBG, and The Bank of New York Mellon. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.
Tax Redemption
We may redeem the 2021 Senior Notes in whole but not in part if we determine that as a result of a change in or amendment to the laws or regulations of a U.K. taxing jurisdiction:
· | in making any payments on the particular series of debt securities, we have paid or will or would on the next payment date be required to pay additional amounts; |
· | payments on the next payment date in respect of any of the series of debt securities would be treated as “distributions” within the meaning of Chapter 2 Part 23 of the Corporation Tax Act 2010 of the United Kingdom, or any statutory modification or re-enactment of such Act; or |
· | on the next payment date we would not be entitled to claim a deduction in respect of the payments in computing our U.K. taxation liabilities, or the value of the deduction to us would be materially reduced. |
In the event of such a redemption, the redemption price of the Senior Notes will be 100% of their principal amount together with any accrued but unpaid interest to the date of redemption.
If we elect to redeem the Senior Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date. The circumstances in which we may redeem the Senior Notes and the applicable procedures are described further in the accompanying prospectus under “Description of Debt Securities-Redemption”.
Waiver of Right to Set-Off
By accepting a Senior Note, each holder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the indenture (or between our obligations under or in respect of any Senior Note and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Discharge
We can legally release ourselves from any payment or other obligations on the Senior Notes, except for various obligations described below, if the Senior Notes have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year and we deposit in trust for your benefit and the benefit of all other direct holders of the Senior Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Senior Notes on their various due dates. In addition, on the date of such deposit, we must not be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “Description of Debt Securities-Events of Default and Default; Limitation of Remedies-Senior Debt Security Event of Default” in the accompanying prospectus. A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.
However, even if we take these actions, a number of our obligations under the senior debt indenture will remain.
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Listing
We intend to apply for the listing of the Senior Notes on the New York Stock Exchange in accordance with its rules.
Guarantee
The Senior Notes are fully and unconditionally guaranteed by LBG. The guarantee is set forth in, and forms part of, the indenture under which Senior Notes will be issued by us. If, for any reason, we do not make any required payment in respect of our Senior Notes when due, LBG will cause the payment to be made to or to the order of the applicable trustee. The guarantee will constitute LBG’s direct, unconditional, unsecured and unsubordinated obligation ranking pari passu with all LBG’s other outstanding, unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law. Holders of Senior Notes issued by us may sue LBG to enforce their rights under the guarantee without first suing any other person or entity. LBG may, without the consent of the holders of the Senior Notes, assume all of our rights and obligations under the Senior Notes and upon such assumption, we will be released from our liabilities under the senior debt indenture and the Senior Notes.
F. | Prospectus – Offer to Exchange 4.582% Subordinated Debt Securities due 2025 and 5.300% Subordinated Debt Securities due 2045 for New 4.582% Subordinated Debt Securities due 2025 and New 5.300% Subordinated Debt Securities due 2045: |
Description of the New Notes
In this prospectus, we refer to the 2025 New Notes and the 2045 New Notes collectively as the “New Notes.” The terms “series”, “such series”, “applicable series” and other similar terms refer to the 2025 New Notes or the 2045 New Notes, as the context may require. The following is a summary of certain terms of the New Notes. It does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Subordinated Debt Securities Indenture dated as of November 4, 2014 (the “Subordinated Indenture”), between LBG as Issuer and The Bank of New York Mellon acting through its London Branch as Trustee, as supplemented by a Fifth Supplemental Indenture which we expect to be dated as of the Exchange Date (the “Fifth Supplemental Indenture”) in respect of the 2045 New Notes and a Sixth Supplemental Indenture which we expect to be dated as of the Exchange Date (the “Sixth Supplemental Indenture”) in respect of the 2025 New Notes. The Subordinated Indenture, together with the Fifth Supplemental Indenture (in the case of the 2045 New Notes) and the Sixth Supplemental Indenture (in the case of the 2025 New Notes), are together referred to herein as the “Indenture”.
The 2025 New Notes will mature on December 10, 2025 and the 2045 New Notes will mature on December 1, 2045. Interest will accrue on the 2025 New Notes at a rate of 4.582% per annum and on the 2045 New Notes at a rate of 5.300% per annum. Interest on the New Notes will accrue from the most recent Interest Payment Date for which interest has been paid with respect to the relevant series of Old Notes. Interest on the New Notes will be payable semi-annually in arrears on June 10 and December 10 of each year (in the case of the 2025 New Notes) and June 1 and December 1 of each year (in the case of the 2045 New Notes) (each such date, an “Interest Payment Date”). Interest will be paid to holders of record of the New Notes in respect of the principal amount thereof outstanding 15 calendar days preceding the relevant Interest Payment Date, whether or not a Business Day.
Interest on the New Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled
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Interest Payment Date. If the scheduled maturity date or date of redemption or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment.
In this description of the New Notes, the following expressions have the following meanings:
“Business Day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or in the City of London.
“Capital Disqualification Event” shall be deemed to have occurred if at any time LBG determines that as a result of a change (which has occurred or which the Relevant Regulator considers to be sufficiently certain) in the regulatory classification of the applicable series of the New Notes which becomes effective after the applicable Issue Date and that results, or would be likely to result, in the entire principal amount of such series of the New Notes being excluded from the Tier 2 Capital of LBG.
“Regulatory Capital Requirements” means any applicable minimum capital or capital requirements specified for banks or financial groups by the Relevant Regulator.
“Relevant Regulator” means the U.K. Prudential Regulation Authority or such other governmental authority in the United Kingdom (or if LBG becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to LBG.
“Senior Creditors” means in respect of LBG (i) creditors of LBG whose claims are admitted to proof in the winding-up or administration of LBG and who are unsubordinated creditors of LBG and (ii) creditors of LBG whose claims are or are expressed to be subordinated to the claims of other creditors of LBG (other than those whose claims constitute, or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of LBG, or whose claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the New Notes).
“Tier 1 Capital” has the meaning given to it by the Relevant Regulator from time to time.
“Tier 2 Capital” has the meaning given to it by the Relevant Regulator from time to time.
General
The New Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness. In a winding up or in the event that an administrator has been appointed in respect of us and notice has been given that it intends to declare and distribute a dividend, all amounts due in respect of or arising under (including any damages awarded for breach of any obligations under) the New Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors.
The rights and claims of the holders of the New Notes shall rank at least pari passu with the claims of holders of all obligations of LBG which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital of LBG and in priority to (1) the claims of holders of all obligations of LBG which constitute Tier 1 Capital of LBG, (2) the claims of holders of all undated or perpetual subordinated obligations of LBG and (3) the claims of holders of all share capital of LBG.
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In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is liquidated will be subject to the prior claims of its creditors, including in the case of bank subsidiaries, their depositors, except to the extent that we may be a creditor with recognized claims against the subsidiary.
Each of the 2025 New Notes and the 2045 New Notes will constitute a separate series of subordinated debt securities issued under the Subordinated Indenture as amended by the Fifth Supplemental Indenture or the Sixth Supplemental Indenture, as applicable. Book-entry interests in the New Notes will be issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in London, United Kingdom, is designated as the principal paying agent. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
We will issue the New Notes in fully registered form. The New Notes will be represented by one or more global securities in the name of a nominee of DTC. We expect to deliver the New Notes through the facilities of DTC on the Exchange Date. You will hold beneficial interest in the New Notes through DTC and its participants. For a more detailed summary of the form of the New Notes and settlement and clearance arrangements, you should read “—Form of New Notes; Book-Entry System”. Indirect holders trading their beneficial interests in the New Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and clearing system operating procedures of DTC, including those of its indirect participants, Euroclear and Clearstream, Luxembourg.
Definitive debt securities will only be issued in limited circumstances described under “—Form of New Notes; Book-Entry System”.
Payment of principal of and interest on the New Notes, so long as the New Notes are represented by global securities, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
All payments in respect of the New Notes by us or our paying agent will be made subject to any deduction or withholding that may be imposed or levied by any jurisdiction. No Additional Amounts will be paid on the New Notes with respect to any such amounts withheld. For the avoidance of doubt, notwithstanding anything to the contrary herein, if by reason of Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections or regulations (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, any of us, the Trustee, our paying agent or another withholding agent deducts and withholds from any amount payable on, or in respect of, the New Notes, the amounts so deducted or withheld shall be treated as having been paid to the holder of the New Notes, and no Additional Amounts will be paid on account of any such deduction or withholding. Neither we, the Trustee or our paying agent shall have any liability in connection with our compliance with any such withholding obligation under applicable law.
Agreement with Respect to the Exercise of U.K. Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the New Notes, by tendering the Old Notes and accepting the New Notes in the Exchange Offer or otherwise purchasing or acquiring the New Notes, each holder (including each
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beneficial owner) of the New Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the New Notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the New Notes into shares or other securities or other obligations of LBG or another person; and/or (iii) the amendment or alteration of the maturity of the New Notes, or amendment of the amount of interest due on the New Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the New Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each holder and beneficial owner of the New Notes further acknowledges and agrees that the rights of the holders and/or beneficial owners under the New Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to us and the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
According to the principles contained in the BRRD and the amendments to the Banking Act by way of the Banking Reform Act 2013, we expect that the relevant U.K. resolution authority would exercise its U.K. bail-in powers in respect of the New Notes having regard to the hierarchy of creditor claims (with the exception of excluded liabilities) and that the claims of holders of the New Notes would be treated equally in respect of the exercise of the U.K. bail-in powers with all other claims that would rank pari passu with the New Notes upon an insolvency of LBG.
No repayment of the principal amount of the New Notes or payment of interest on the New Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to us or other members of the Group.
By tendering the Old Notes and accepting the New Notes in the Exchange Offer or otherwise purchasing or acquiring the New Notes, each holder and beneficial owner of the New Notes: (i) acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the New Notes shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act of 1939, as amended (the “TIA”); and (ii) to the extent permitted by the TIA, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in
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either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the New Notes.
By tendering the Old Notes and accepting the New Notes in the Exchange Offer or otherwise purchasing or acquiring the New Notes, each holder and beneficial owner shall also be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the New Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such New Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the New Notes as it may be imposed, without any further action or direction on the part of such holder or beneficial owner or the Trustee.
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the New Notes, we shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying holders of such occurrence. We shall also deliver a copy of such notice to the Trustee for information purposes.
Events of Default; Default; Limitation of Remedies
Events of Default
An “Event of Default” with respect to any series of the New Notes shall result if:
· | a court of competent jurisdiction makes an order for the winding-up of LBG which is not successfully appealed within 30 days; or |
· | an effective shareholders’ resolution is validly adopted for the winding-up of LBG, other than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency. |
If an Event of Default occurs, the Trustee or the holder or holders of at least 25% in aggregate principal amount of the outstanding New Notes of such series may declare to be due and payable immediately in accordance with the terms of the relevant Indenture the principal amount of, and any accrued but unpaid payments, and any Additional Amounts (as defined below), on such series of the New Notes. However, after this declaration but before the Trustee obtains a judgment or decree for payment of money due, the holder or holders of a majority in aggregate principal amount of the outstanding New Notes of such series may rescind the declaration of acceleration and its consequences, but only if all Events of Default in respect of such series have been remedied and all payments due, other than those due as a result of acceleration, have been made.
Defaults
A “Default” with respect to any series of the New Notes shall result if:
· | any installment of interest on such series of the New Notes is not paid on or before its Interest Payment Date and such failure continues for 14 days; or |
· | all or any part of the principal on such series of the New Notes is not paid when it otherwise becomes due and payable, whether upon redemption or otherwise, and such failure continues for seven days. |
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Classification: Limited
If a Default occurs, the Trustee may commence a proceeding for the winding-up of LBG, provided that the Trustee may not declare the principal amount of any outstanding New Notes of such series to be due and payable.
However, a failure to make any payment on such series of the New Note shall not be a Default if it is withheld or refused in order to comply with any applicable fiscal or other law or regulation or order of any court of competent jurisdiction and LBG delivers an opinion of counsel to the Trustee with that conclusion, at any time before the expiry of the applicable 14 day or seven day period by independent legal advisers.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any payments due but unpaid with respect to such series of the New Notes.
Subject to applicable law, no holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the New Notes. By accepting a New Note of any series, each holder will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to the New Note of such series or the relevant Indenture of such series (or between obligations which LBG may have under or in respect of any New Note of such series and any liability owed by a holder to LBG) that they might otherwise have against LBG, whether before or during such winding up.
General
The holder or holders of not less than a majority in aggregate principal amount of the outstanding New Notes of the applicable series may waive any past Event of Default or Default, except an Event of Default or Default in respect of the payment of interest, if any, or principal of (or premium, if any) or payments on such series of the New Note or a covenant or provision of the relevant Indenture which cannot be modified or amended without the consent of each holder of the applicable series of the New Notes.
Subject to the provisions of the relevant Indenture relating to the duties of the Trustee, if an Event of Default or a Default occurs with respect to any series of the New Notes, the Trustee will be under no obligation to take direction from any holder or holders of the New Notes of such series, unless they have offered reasonable indemnity to the Trustee. Subject to the relevant Indenture provisions for the indemnification of the Trustee, the holder or holders of a majority in aggregate principal amount of the outstanding New Notes of the applicable series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, if the direction is not in conflict with any rule of law or with the relevant Indenture and does not expose the Trustee to undue risk and the action would not be unjustly prejudicial to the holder or holders of the New Notes of such series not taking part in that direction. The Trustee may take any other action that it deems proper which is not inconsistent with that direction.
The Indenture provides that the Trustee will, within 90 days after the occurrence of an Event of Default or a Default with respect to any series of the New Notes, give to each holder of the New Notes of such series notice of the Event of Default or Default known to it, unless the Event of Default or Default, has been cured or waived. However, the Trustee shall be protected in withholding notice if it determines in good faith that withholding notice is in the interest of the holders.
We are required to furnish to the Trustee a statement as to our compliance with all conditions and covenants under the relevant Indenture (i) annually, and (ii) within five Business Days of a written request from the Trustee.
Additional Issuances
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Classification: Limited
We may, without the consent of the holders of any series of the New Notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the New Notes of such series described in this prospectus except for the price to the public, issue date, first interest payment date and temporary CUSIP, ISIN or other identifying numbers, provided however that such additional notes of any series must be fungible with the New Notes of the relevant series for U.S. federal income tax purposes. Any such additional notes, together with the New Notes of such series offered pursuant to the terms of this prospectus, will constitute a single series of securities under the relevant Indenture. There is no limitation on the amount of New Notes or other debt securities that we may issue under such Indenture.
Tax Redemption
If at any time a Tax Event has occurred with respect to any series of the New Notes, LBG may, subject to the satisfaction of the conditions described under “—Conditions to Redemption and Repurchases” below, redeem the relevant series of the New Notes in whole but not in part at any time at 100% of their principal amount, together with any accrued interest to, but excluding, the date fixed for redemption.
A “Tax Event” is deemed to have occurred with respect to such series of the New Notes if such series of:
(1) LBG determines that as a result of a Tax Law Change, in making any payments on the New Notes of such series, LBG has paid or will or would on the next payment date be required to pay any Additional Amounts (as defined below) to any holder of such series of the New Notes pursuant to “—Payment of Additional Amounts” below and/or
(2) a Tax Law Change would:
· | result in LBG not being entitled to claim a deduction in respect of any payments in respect of the New Notes of such series in computing LBG’s taxation liabilities or materially reduce the amount of such deduction; |
· | prevent the New Notes of such series from being treated as loan relationships for United Kingdom tax purposes; |
· | as a result of the New Notes of such series being in issue, result in LBG not being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue of the New Notes of such series or any similar system or systems having like effect as may from time to time exist); |
· | result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the New Notes of such series or the conversion of the New Notes of such series into shares or other obligations of LBG; or |
· | result in a New Note of such series or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, |
in each case, provided that, LBG could not avoid the foregoing in connection with the New Notes of such series by taking measures reasonably available to it.
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Classification: Limited
“Tax Law Change” means a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes, or would become, effective on or after November 8, 2016 (the “Issue Date”), or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the applicable Issue Date.
Notice of any redemption of the New Notes of any series due to the occurrence of a Tax Event will be given to holders not less than 30 nor more than 60 calendar days prior to the date of such redemption in accordance with “—Conditions to Redemption and Repurchases” below, and to the Trustee at least ten (10) Business Days prior to such date, unless a shorter notice period shall be satisfactory to the Trustee.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee (i) a legal opinion, in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an officer’s certificate confirming that (1) all the conditions necessary for redemption have occurred and that LBG could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by LBG on the applicable Issue Date. The Trustee shall be entitled to accept such opinion and officer’s certificate without any further inquiry, in which event such opinion and officer’s certificate shall be conclusive and binding on the Trustee and the holders of the New Notes of the relevant series.
Redemption due to a Capital Disqualification Event
We may redeem the New Notes of any series in whole but not in part upon not less than 30 calendar days’ nor more than 60 calendar days’ notice to the holders of the New Notes of such series if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred. In the event of such a redemption, the redemption price of the New Notes of such series will be 100% of their principal amount together with any accrued but unpaid interest to, but excluding, the date fixed for redemption. Any right of redemption will be subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below.
Prior to the giving of any notice of redemption, LBG must deliver to the Trustee an officer’s certificate stating that (1) a Capital Disqualification Event has occurred, and (2) LBG has demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the applicable Issue Date. The Trustee shall be entitled to accept such officer’s certificate without any further inquiry, in which event such officer’s certificate shall be conclusive and binding on the Trustee and the holders of the New Notes of such series.
Repurchases
We may at any time, and from time to time, purchase New Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices. New Notes purchased or otherwise acquired by us may be (i) held, (ii) resold or (iii) at our sole discretion, surrendered to the Trustee for cancellation (in which case all New Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued or resold). Any such purchases will be subject to the conditions set forth under “—Conditions to Redemption and Repurchases” below.
Conditions to Redemption and Repurchases
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Classification: Limited
Any redemption or repurchase with respect to any series of the New Notes prior to the maturity date is subject to:
(a) LBG giving notice to the Relevant Regulator and the Relevant Regulator granting permission to LBG to redeem or purchase the New Notes of such series; and
(b) in respect of any redemption of any series of the New Notes proposed to be made prior to the fifth anniversary of the applicable Issue Date, if and to the extent then required under the relevant Regulatory Capital Requirements (A) in the case of an optional redemption of a series of the New Notes due to a Tax Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable by LBG as at the applicable Issue Date, or (B) in the case of redemption of a series of the New Notes following the occurrence of a Capital Disqualification Event, LBG having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by LBG as at the applicable Issue Date; and
(c) if and to the extent then required by the relevant Regulatory Capital Requirements (A) on or before the relevant redemption or purchase date, LBG replacing the series of the New Notes with instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of LBG or (B) LBG demonstrating to the satisfaction of the Relevant Regulator that its Tier 1 Capital and Tier 2 Capital would, following such redemption or purchase of such series of the New Notes exceed its minimum capital requirements by a margin that the Relevant Regulator may consider necessary at such time based on the Regulatory Capital Requirements.
Notwithstanding the above conditions, if, at the time of any redemption or purchase with respect to any series of the New Notes, the prevailing Regulatory Capital Requirements permit the repayment or purchase only after compliance with one or more alternative or additional preconditions to those set out above, LBG shall comply with such other and/or, as appropriate, additional pre-condition(s).
Modification and Waiver
We and the Trustee may make certain modifications and amendments to the relevant Indenture with respect to any series of the New Notes without the consent of the holders of the New Notes of such series. Other modifications and amendments may be made to the Indenture with respect to any series of the New Notes with the consent of the holder or holders of not less than two-thirds in aggregate outstanding principal amount of the New Notes of such series outstanding that are affected by the modification or amendment, voting as one class. However, no modifications or amendments may be made without the consent of the holder of each New Note of such series that would:
· | change the stated maturity of the principal amount of the New Notes of such series; |
· | reduce the principal amount of, the interest rate, or the premium payable upon the redemption of, or the payments with respect to, the New Notes of such series; |
· | change any obligation to pay Additional Amounts (as defined below) with respect to the New Notes of such series; |
· | change the currency of payment with respect to the New Notes of such series; |
· | impair the right to institute suit for the enforcement of any payment due and payable with respect to the New Notes of such series; |
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Classification: Limited
· | reduce the percentage in aggregate principal amount of outstanding debt securities of the New Notes of such series necessary to modify or amend the relevant Indenture or to waive compliance with certain provisions of the relevant Indenture and any Event of Default or Default with respect to the New Notes of such series; |
· | the subordination provisions or the terms of our obligations in respect of the due and punctual payment of the amounts due and payable on the New Notes of such series in a manner adverse to the holders of the New Notes of such series; or |
· | modify the above requirements. |
In addition, variations in the terms and conditions of any series of the New Notes, including modifications relating to redemption, an Event of Default or a Default, may require the non-objection from, or consent of, the PRA.
Waiver of Right to Set-Off
Subject to applicable law, no holder of the New Notes of any series may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by LBG arising under or in connection with the New Notes of such series. By accepting a New Note of any series, each holder of the New Notes of such series will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with respect to such New Note or the relevant Indenture (or between our obligations under or in respect of the New Note of such series and any liability owed by a holder or the Trustee to us) that they might otherwise have against us, whether before or during our winding up.
Trustee; Direction of Trustee
LBG’s obligations to reimburse and indemnify the Trustee in accordance with Section 6.07 of the Subordinated Indenture (as amended by the Fifth Supplemental Indenture or the Sixth Supplemental Indenture, as applicable) shall survive the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the New Notes.
By accepting the New Notes, each holder (including each beneficial owner) of the New Notes acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not be required to take any further directions from holders of the New Notes under Section 5.12 (Control by Holders) of the relevant Indenture, which authorizes holders of a majority in aggregate outstanding principal amount of the relevant series of the New Notes to direct certain actions relating to the New Notes, and (b) neither the Subordinated Indenture nor the Fifth Supplemental Indenture nor the Sixth Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the New Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the New Notes), then the Trustee’s duties under the relevant Indenture shall remain applicable with respect to the New Notes following such completion to the extent that LBG and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the relevant Indenture.
In addition to the foregoing, the Trustee may decline to act or accept direction from holders of any series of the New Notes unless it receives written direction from holders of the relevant series representing a majority in aggregate principal amount of the New Notes of such series and security and/or indemnity satisfactory to the Trustee in its sole discretion. The relevant Indenture shall not be deemed to require the
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Classification: Limited
Trustee to take any action which may conflict with applicable law, or which may be unjustly prejudicial to the holders not taking part in the direction, or which would subject the Trustee to undue risk or for which it is not indemnified to its satisfaction in its sole discretion.
The Trustee makes no representations regarding, and shall not be liable with respect to, the information set forth in this prospectus.
Subsequent Holders’ Agreement
Holders and beneficial owners of the New Notes that acquire the New Notes in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the holders and beneficial owners of the New Notes that acquire the New Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the New Notes related to the U.K. bail-in power.
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of the New Notes of any series, consolidate with, merge into or transfer or lease our assets substantially as an entirety to any person, provided that any successor corporation formed by any consolidation or amalgamation, or any transferee or lessee of our assets, is a company organized under the laws of any part of the United Kingdom that assumes, by a supplemental indenture, the obligations of LBG on the New Notes of such series, and under the relevant Indenture, immediately after giving effect to such transaction, no Default or Event of Default shall have occurred with respect to the New Notes of such series, and we procure the delivery to the Trustee of a customary officer’s certificate and legal opinion providing that the conditions precedent to the transaction have been complied with.
Subject to applicable law and regulation, any of the wholly-owned subsidiaries of LBG may assume the obligations under the New Notes of any series without the consent of any holder of the New Notes of such series, provided that we unconditionally guarantee, which shall be on a subordinated basis in substantially the manner described above, the obligations of the subsidiary under the New Notes of such series. In such case, all of the direct obligations under the New Notes of such series and the relevant Indenture shall immediately be discharged. Any Additional Amounts under the New Notes of such series will be payable in respect of taxes imposed by the jurisdiction in which the assuming subsidiary is incorporated, subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts, substituting the jurisdiction in which the assuming subsidiary is incorporated for “U.K. taxing jurisdiction”. However, if we make payment under such guarantee, we may be required to pay Additional Amounts related to taxes, subject to the exceptions described under the heading “—Additional Amounts” above, imposed by any U.K. taxing jurisdiction by reason of the guarantee payment. The subsidiary that assumes the obligations will also be entitled to redeem the New Notes of such series in the circumstances described in “—Tax Redemption” and “—Redemption due to a Capital Disqualification Event” above with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the assuming subsidiary’s jurisdiction of incorporation which occurs after the date of the assumption.
An assumption of our obligations under the applicable series of the New Notes might be deemed for U.S. federal income tax purposes to be an exchange of the applicable series of the New Notes for new debt securities by each beneficial owner, resulting in a recognition of taxable gain or loss for those purposes and possibly certain other adverse tax consequences. You should consult your tax advisor regarding the U.S. federal, state and local income tax consequences of an assumption.
Governing Law
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Classification: Limited
The Subordinated Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture are, and the New Notes will be, governed by, and construed in accordance with, the laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the New Notes, which are governed by, and construed in accordance with, the laws of Scotland.
Form of New Notes; Book-Entry System
General
The New Notes shall initially be represented by one or more global securities in registered form, without coupons attached, and will be deposited with DTC, and will be registered in the name of such depositary or its nominee. Unless and until the New Notes are exchanged in whole or in part for other securities under the terms of the Indenture or the global securities are exchanged for definitive securities, the global securities may not be transferred except as a whole by DTC to a nominee or a successor of DTC.
Beneficial interests in the global debt securities will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including, as applicable, Euroclear and Clearstream, Luxembourg.
The laws of some states may require that certain investors in securities take physical delivery of their securities in definitive form. Those laws may impair the ability of investors to own interests in book-entry securities.
So long as DTC, or its nominee, is the holder of a global debt security, DTC or its nominee will be considered the sole holder of such global debt security for all purposes under the Indenture. Except as described below under “—Issuance of Definitive Securities”, no participant, indirect participant or other person will be entitled to have New Notes registered in its name, receive or be entitled to receive physical delivery of New Notes in definitive form or be considered the owner or holder of the New Notes under the Indenture. Each person having an ownership or other interest in the New Notes must rely on the procedures of DTC, and, if a person is not a participant in DTC, must rely on the procedures of the participant or other securities intermediary through which that person owns its interest to exercise any rights and obligations of a holder under the Indenture or the New Notes.
Payments on the Global Debt Security
Payments of any amounts in respect of the New Notes will be made by the Trustee upon receipt to DTC. Payments will be made to beneficial owners of the New Notes in accordance with the rules and procedures of DTC or its direct and indirect participants, as applicable. Neither we nor the Trustee nor any of our agents will have any responsibility or liability for any aspect of the records of any securities intermediary in the chain of intermediaries between DTC and any beneficial owner of an interest in the New Notes, or the failure of DTC or any intermediary to pass through to any beneficial owner any payments that we make to DTC.
The Clearing Systems
DTC has advised us as follows: DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market
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Classification: Limited
instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. DTC has a Standard & Poor’s rating of AA+. DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.
Issuance of Definitive Securities
So long as DTC holds global securities in respect of any series of the New Notes, such global securities will not be exchangeable for definitive securities unless:
· | DTC notifies the Trustee that it is unwilling or unable to continue to act as depositary for the New Notes of such series or DTC ceases to be a clearing agency registered under the Exchange Act; |
· | we are wound up and we fail to make a payment on the New Notes of such series when due; or |
· | at any time we determine at our option and in our sole discretion, that the global securities of the New Notes of such series should be exchanged for definitive securities in registered form. |
Each person having an ownership or other interest in the New Notes must rely exclusively on the rules or procedures of DTC and any agreement with any direct or indirect participant of DTC or any other securities intermediary through which that person holds its interest, to receive or direct the delivery of possession of any definitive security. The Indenture permits us to determine at any time and in our sole discretion that any series of the New Notes shall no longer be represented by global securities. DTC has advised us that under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We would issue definitive certificates in exchange for any such beneficial interests withdrawn.
Definitive New Notes will be issued in registered form only. To the extent permitted by law, we, the Trustee and any paying agent shall be entitled to treat the person in whose name any definitive security is registered as its absolute owner.
Payments in respect of definitive securities will be made to the person in whose name the definitive securities are registered as it appears in the register. Payments will be made in respect of the New Notes by check drawn on a bank in New York or, if the holder requests, by transfer to the holder’s account in New York. Definitive securities should be presented to the paying agent for redemption.
If we issue definitive New Notes in exchange for a particular global security, DTC, as holder of that global security, will surrender it against receipt of the definitive securities, cancel the book-entry securities, and distribute the definitive securities to the persons and in the amounts that DTC specifies pursuant to its internal procedures.
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Classification: Limited
If definitive securities are issued in the limited circumstances described above, those securities (i) will be transferable only on the register for the New Notes, and (ii) may be transferred in whole or in part in denominations of any whole number of securities upon surrender of the definitive securities certificates together with the form of transfer endorsed on it, duly completed and executed at the specified office of a paying agent. If only part of a securities certificate is transferred, a new securities certificate representing the balance not transferred will be issued to the transferor within three Business Days after the paying agent receives the certificate. The new certificate representing the balance will be delivered to the transferor by uninsured post at the risk of the transferor, to the address of the transferor appearing in the records of the paying agent. The new certificate representing the securities that were transferred will be sent to the transferee within three Business Days after the paying agent receives the certificate transferred, by uninsured post at the risk of the holder entitled to the securities represented by the certificate, to the address specified in the form of transfer.
Notices
All notices to holders of registered New Notes shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the Trustee, or given in accordance with the procedures of DTC.
Consent to Service of Process
Under the Indenture, we irrevocably designated our Chief U.S. Counsel, currently of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as the authorized agent for service of process in any legal action or proceeding arising out of or relating to the Indenture or any New Note brought in any federal or state court in the Borough of Manhattan, in The City of New York, New York and we and irrevocably submitted to the jurisdiction of those courts.
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Exhibit 4(b)(ii)
Lord Blackwell | ||
Chairman |
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19 February 2019 |
Lloyds Banking Group plc 25 Gresham Street London EC2V 7H |
Strictly Private and Confidential
António Horta-Osório
Dear Antonio
Fixed Share Award and Pension Allowance
I am writing to confirm that in respect of your additional accountabilities as Chief Executive of the Ring Fenced Bank entities, your Fixed Share Award for your role has been reviewed. Effective from 1 January 2019, it will increase to £1,050,000 per annum. The Fixed Share Award will continue to be payable quarterly in shares subject to dealing restrictions that lift pro-rata over five years. For details of how this will operate, please find attached an updated Addendum to your Executive Service Agreement.
With regard to your Pension Allowance, we seek your acceptance to amend the Heads of Terms dated 2 November 2010 (“HoT”) and your Executive Service Agreement dated 3 November 2010 (“the ESA”) which outline your current Pension Allowance arrangements. Effective from 1 January 2019, your Pension Allowance will be set at 33% of your annual Reference Salary (which is defined in the ESA as being the higher of £1,220,000 and your actual annual salary) and the HoT and clause 4.1 of the ESA will be amended accordingly.
If, under the terms of the Executive Service Agreement Addendum, the Group Remuneration Committee (“RemCo”) determines that the Fixed Share Award must be adjusted or discontinued because it would be inconsistent with any legal, regulatory or tax reason, the Group agrees, in a form to be approved by RemCo at that time, to increase your total fixed remuneration by £150,000 per annum. Should such a discontinuation of the Award be required, RemCo will consider alternative remuneration components to ensure the overall package is commensurate with the role of the Group Chief Executive in respect of the remainder of the Award value of £900,000
Furthermore, on termination of your employment the Group agrees that it will seek RemCo approval at their discretion, acting reasonably and in good faith, for early release of shares under the Fixed Share Award at least to the value of the cumulative deferred impact of the £150,000 increment in your Award provided by this letter.
Lloyds Banking Group plc is registered in Scotland No. SC95000, Registered Office: The Mound, Edinburgh, EH1 1YZ
/s/ N.B, AHO
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All other terms and conditions of your employment remain unchanged including your Death in Service benefits which will remain at eight times your annual salary and your unfunded benefit provided in pension form directly paid for by the Company. The accrued benefit is 6% of your annual Reference Salary. Your flexible benefits allowance will remain at 4% of your salary as at 1 September of the prior year.
Please countersign a copy of this letter to confirm your agreement to the change to the Pension Allowance terms contained within this letter with effect from 1 January 2019.
Should you have any questions in relation to the above please do not hesitate to contact Matt Sinnott.
Best Regards,
/s/ Norman Blackwell
I confirm that I have read and understood the terms set out in this letter and agree that my Executive Service Agreement and Heads of Terms shall be varied to include these terms with effect from 1 January 2019.
Signed | /s/ António Horta-Osório |
Print name | António Horta-Osório |
Date | 19/2/19 |
Lloyds Banking Group plc is registered in Scotland, No. SC95000. Registered office. The Mound, Edinburgh, EH1 1YZ
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EXECUTIVE SERVICE AGREEMENT ADDENDUM
The following clauses should be read in conjunction with your Executive Service Agreement and the letter from the Chairman dated 19 February 2019
FIXED SHARE AWARD
The Award
The Executive is entitled to receive an annual Fixed Share Award (the “Award”) on the following terms. The Award is £1,050,000 per annum effective from 1 January 2019 and payable in respect of the Executive’s role as Group Chief Executive.
The Award is not subject to performance conditions or performance adjustment and accrues on a daily basis. It is paid in Lloyds Banking Group plc (“Lloyds”) ordinary shares (“Shares”), in equal instalments, quarterly in arrears. Where the Executive’s new role commences part- way through a quarter, the corresponding instalment of the Award will be pro-rated downwards to reflect the part of the quarter during which the Executive is in the new role. The number of shares the Executive receives will be determined by deducting income tax and national insurance contributions from each quarterly instalment of the Award and using the net amount to buy Shares as soon as practicable at the end of each quarter (and subject to any dealing restrictions). The Shares will be held in a brokerage account set up in the Executive’s name with the share plan administrators, currently Equiniti. The date upon which each instalment of the Award is paid into the Executive’s brokerage account is referred to in this agreement as the “Allocation Date”.
For each quarterly Award instalment net of deductions, 20% will be released to the Executive each year for five years on or around the annual anniversary of each Allocation Date. The Executive will be notified of the number of shares and of the specific release dates applying to the shares after each Allocation Date.
Where the Executive has a bonus opportunity stated in their offer letter and/or is eligible to be considered for a personal bonus pursuant to paragraph 3.3 above, any bonus will be calculated as a percentage of base salary only (i.e. not the Executive’s base salary plus the value of the Award). Neither bonus opportunity nor eligibility for a personal bonus is a contractual entitlement.
The Employer will not be obliged to pay any Award (or any instalment of any Award) to the Executive if that would be inconsistent with any legal or regulatory or tax requirement in the UK or other relevant jurisdiction. If such an inconsistency arises, the Group Remuneration Committee (“RemCo”), acting reasonably and in good faith, may adjust the terms of any Award or may discontinue payment of the Award. If the Executive’s Award is adjusted or discontinued in this way, the Executive will have no right to any compensatory payment or damages in respect of such change, however, RemCo will consider alternative remuneration components to ensure the overall package is commensurate with the role performed by the Executive.
Unless the Executive is informed otherwise in writing on any Allocation Date, the Award or any instalment will not be taken into account in determining:
• | pension entitlements under this Agreement or pursuant to any Group policy; | |
• | the Executive’s flexible benefit entitlement (“Flex”); | |
• | death-in-service benefits; | |
• | payments in lieu of notice; | |
/s/ AHO |
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• | a “week’s pay” or “month’s pay” for the purpose of calculating severance or redundancy payments under any of the Group’s Job Security Policies or Job Security Agreements or for the purposes of calculating any statutory redundancy entitlements; or | |
• | any “deputising payments” or “critical payment” to which the Executive may be entitled from time to time. |
For the avoidance of doubt, the Award does not form part of “basic salary” for the purposes of the Lloyds’ Long Term Incentive Plans.
Review of the Award
If the Executive’s salary is adjusted to reflect any Group leave policy, e.g. in relation to parental leave or sickness absence the Award will be adjusted in the same proportions as the Executive’s salary.
Change of Role
The Award relates to the Executive’s current role. If the Executive changes role, the Executive will be informed whether they will receive a Fixed Share Award in respect of that new role, and if so, the amount of that Fixed Share Award. In the event that the Executive is not entitled to a Fixed Share Award in such new role (or if the Fixed Share Award in such new role is less than the Executive’s current Fixed Share Award) any instalment (or part of an instalment of the Award) accruing after the change of role may be increased or decreased as appropriate (this may include a decrease to nil) and the Executive will have no right to any compensatory payment or damages in respect of such change.
Leaving employment
If the Executive’s employment terminates part-way through a quarter, the next instalment of the Award will be pro-rated downwards to reflect the part of the quarter during which the Executive was in employment.
The release dates for Shares held in the Executive’s brokerage account will normally continue to apply after the Executive has left. However in exceptional circumstances the RemCo may allow early release of the Executive’s shares and other assets in the brokerage account. This decision will be made within two months of the Executive leaving.
On death, all Shares held in the brokerage account will be released to the Executive’s personal representatives as soon as administratively possible.
On termination of employment, if under the Group’s policies the Executive is entitled to pay in respect of any accrued but untaken holiday, the Executive will receive payment in respect of their accrual of the Award in relation to such untaken holiday. This payment will either be made in cash, or in Lloyds’ shares which will be held in the Executive’s brokerage account together with the final instalment of the Award.
For the purposes of the Award, the Executive’s employment will be treated as terminating when the Executive ceases to be employed by any Group Company.
Brokerage account
The share plan administrator will set up an individual brokerage account in the Executive’s name to manage the award. The share plan administrator will contact the Executive with the terms and conditions of the nominee account and any action required to set up the Executive’s account. If the Executive does not accept those terms, the Employer reserves the right to revoke the Award.
/s/ AHO
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Instalments will be paid into the brokerage account at the end of each quarter.
Rights and dividends
Shares will be held as restricted stock until each release date and the Executive will not be able to sell, pledge, charge, transfer or in any way dispose of the Shares (or any interest in the Shares). After each release date, the Shares will show as unrestricted stock and the Executive will be able to ask for the relevant Shares to be sold or transferred. There may be costs involved in such a sale or transfer, which will be advised at the time by the share plan administrator.
Apart from the restriction set out above, the Executive will be entitled to all rights of a shareholder in respect of the Shares held in the brokerage account from the time they are transferred to that account.
Dividends accruing in respect of your Shares will be automatically reinvested in additional Lloyds’ shares (“Dividend Shares”) unless you wish to receive the dividends in cash and obtain all necessary approvals to do so. Dividend Shares will be held in your brokerage account but you can ask for them to be sold or transferred at any time and you are entitled to all rights of a shareholder in respect of them.
Corporate events
This section applies where there is a Corporate Event and is without prejudice to the Executive’s continuing right to an Award if employment continues following the Corporate Event (albeit that in the event of a Change of Control future Awards will be paid in shares in the acquiring company or other relevant company).
Where a Change of Control occurs part-way through a quarter, the instalment of the Award due to be payable at the end of the quarter will become immediately payable and will be pro-rated downwards to reflect the shorter accrual period. The appropriate number of Shares will then be transferred to the brokerage account.
Unless the RemCo determines otherwise, all Shares held in the brokerage account will be released to the Executive and they may participate in the Corporate Event in the same way as other shareholders. However, the RemCo may instead decide that the Shares held in the brokerage account will be exchanged for shares or other securities in any acquiring company or other relevant company. If so, this new holding will be held in the brokerage account until the release date applying to the Shares to which the new holding relates, on such terms determined at the time. “RemCo” here means the individuals who were members of the Group Remuneration Committee immediately before any Corporate Event. “Corporate Event” means:
• | a Change of Control; | |
• | resolution for the voluntary winding up of Lloyds; | |
• | a demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Remco, might affect the current or future value of any Award; or | |
• | a reverse takeover, merger by way of a dual listed company or other significant corporate event, as determined by the RemCo, |
“Change of Control” means:
• | when a general offer to acquire shares made by a person (or a group of persons acting in concert) becomes wholly unconditional; | |
/s/ AHO |
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• | when, under Section 895 of the Companies Act 2006 or equivalent procedure under local legislation, a court sanctions a compromise or arrangement in connection with the acquisition of shares; or | |
• | when a person (or a group of persons acting in concert) obtains control (within the meaning of Section 995 of the Income Tax Act 2007) of Lloyds in any other way. |
Tax matters
Each Award is taxable at each Allocation Date. The number of Shares that will be purchased on the Executive’s behalf will be determined by deducting income tax and national insurance contributions from each quarterly instalment through payroll and using the net amount to buy the Shares. The Executive will be liable for any subsequent capital gains tax on the Shares. The Employer will provide the Executive with an election form under section 431 of the Income Tax (Earnings & Pensions) Act 2003 which the Executive will be required to sign and return within the 14 day period stipulated at the time of receipt of the election form. If the Employer does not receive a signed copy of the enclosed election under section 431 of the Income Tax (Earnings & Pensions) Act 2003 within such 14 day period, they may revoke the Award.
Data protection
Unless the Executive expressly objects to the arrangements outlined in this Agreement, they are deemed to consent to the processing of personal data provided by them to any member of the Group, trustee or third party service provider for all purposes relating to the operation Award including, but not limited to, administering the Awards and Shares and maintaining records.
The Executive agrees that their personal data may be transferred to any member of the Group, trustee of any employee benefit trust, registrars, brokers, third party administrators and any future purchasers of the Group or the business in which the Executive works.
/s/ AHO
19/2/19
Exhibit 4(b)(iii)
Deed of confirmation and variation of contract
This deed is dated 18 June 2019
PARTIES
(1) LLOYDS BANKING GROUP PLC of The Mound, Edinburgh EH1 1YZ with registered number SCO95000 (the “Employer”); and
(2) ANTÓNIO HORTA-OSÓRIO of 16 Chelsea Park Gardens, London SW3 6AA (the “Executive”)
BACKGROUND
(A) | The Employer and the Executive entered into or intended to enter into a Pensions Contract on or about 2012 in the form appended to this deed (the “Agreement”). |
(B) | The original Agreement has been misplaced so the parties wish to confirm their agreement to the terms of the Agreement by entering this deed. |
(C) | On 2 April 2014 the Employer imposed a cap on the pensionable salaries for all members of its Defined Benefit pension schemes (the “DB Schemes”). |
(D) | The intention of the Employer and the Executive was to apply an equivalent cap to the Executive’s pension arrangements under the Agreement as applies under the DB Schemes and accordingly to cap the pensionable salary under the Agreement at its 2014 value. |
(E) | Consequently, the parties record that intention to amend the Agreement as set out in this deed with effect from 2 April 2014 (the “Variation Date”). |
AGREED TERMS
1. | TERMS DEFINED IN THE AGREEMENT |
In this deed, expressions defined in the Agreement and used in this deed have the meaning set out in the Agreement. The rules of interpretation set out in the Agreement apply to this deed.
2. | CONFIRMATION |
The Employer and the Executive confirm that the Agreement records their intentions and the agreement they reached in 2012 and the terms of the Agreement have continued in full force and effect since that date, subject to the variations to be made under this deed as set out in clause 3 of this deed.
3. | VARIATION |
With effect from the Variation Date the Parties agree the following amendments to the Agreement:
a) | Clause 2.1 (including sub-paragraphs (a)-(e) inclusive) amended: | This clause is amended to read as follows: “The Executive shall be entitled, on retirement at age 65, to an annual pension equal to 6% of £1,220,000 (being the Reference Salary, as defined in clause 20.2 of the Service Agreement, in 2014)”. |
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b) | Clause 2.2 amended | This clause is amended to read as follows: “For the avoidance of doubt, the Executive’s entitlement under clause 2.1 above shall survive termination of the Employment, as defined in clause 1.1 of the Service Agreement. “ |
3. | GOVERNING LAW |
This deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
4. | JURISDICTION |
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this deed or its subject matter or formation.
This document has been executed as a deed and takes effect on the Variation Date.
The common seal of LLOYDS BANKING GROUP PLC was affixed to this deed and this deed is delivered on 18 June 2019
/s/ J. Hickling | /s/ E. Gaspar | ||
Authorised signatory | Authorised counter | ||
signatory |
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Signed as deed by ANTÓNIO HORTA-OSÓRIO in the presence of: | /s/ A. Horta-OsÓrio | |
SIGNATURE OF ANTÓNIO | ||
HORTA-OSÓRIO | ||
Date: 18 June 2019 | ||
/s/ T. O’Keefe | ||
SIGNATURE OF WITNESS | ||
ADDRESS OF WITNESS | ||
Date:18 June 2019 |
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APPENDIX
The Agreement
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DATED | 2012 |
Draft C3/SI/JD 25 January 2012
LLOYDS BANKING GROUP PLC
- and -
ANTÓNIO HORTA-OSÓRIO
PENSIONS CONTRACT
0143L.03892
C3/Sl/JRD/2817656
Hogan Lovells International LLP
Atlantic House, Holborn Viaduct, London EC1A 2FG
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THIS AGREEMENT is made | 2012 |
BETWEEN:
(1) | Lloyds Banking Group PLC of The Mound, Edinburgh EH1 1YZ with registered number SC095000 (the ‘‘Employer”); and |
(2) | AntÓnio Horta-OsÓrio of [•] (the “Executive”), |
collectively the “Parties”.
BACKGROUND:
(A) | The Executive was appointed Group Chief Executive of the Employer on [7 March 2011] under a Service Agreement dated [insert date] 2010 (the “Service Agreement”). |
(B) | The terms of certain of the Executive’s pension arrangements (the “Pension Arrangements”) were set out in Appendix 1 to the Heads of Terms agreed between the Employer and the Executive, dated [31 October 2010] (the “Heads of Terms”). This agreement sets out the definitive legal form of the Pension Arrangements agreed between the Parties (both acting reasonably) as required by Clause 4.2 of the Service Agreement. |
(C) | This agreement supersedes and replaces the Heads of Terms and in the event of any inconsistency between the terms of this agreement and the Heads of Terms, the terms of this agreement will prevail. |
(D) | It is acknowledged and agreed that the conditions in Clause 4.2 of the Service Agreement has been satisfied. [please verify that the conditions in respect of the Executive’s Santander pension have been satisfied] |
(E) | It is hereby confirmed by the Employer that prior to the date of this agreement confirmation has been obtained from the Financial Services Authority (as established by section 1 of the Financial Services and Markets Act 2000 (“FSMA”)) (the “FSA”) that the agreement satisfies the requirements of the FSA and its Remuneration Code (as published under section 153 of FSMA) (the “Code”). |
OPERATIVE PROVISIONS:
1. | DEFINITIONS AND INTERPRETATION |
1.1 | Capitalised words and phrases used in this agreement shall have the meanings respectively given to them in the Recitals and Operative Provisions. Capitalised words or phrases which are not defined in this agreement have the meanings respectively given to them in the Service Agreement. |
1.2 | In this agreement: |
(a) | where the context permits, references to the singular shall include references to the plural and vice versa; |
(b) | references to a Clause mean a Clause in this agreement unless expressly stated otherwise; |
(c) | Clause headings are inserted for convenience only and shall not affect the construction of this agreement; and |
(d) | any reference to a statute, statutory provision or subordinate legislation (“Legislation”) shall be construed as referring to such Legislation as amended and in force from time to time and to any Legislation which re-enacts or consolidates or modifies such Legislation from time to time. |
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2. | THE EXECUTIVE’S PENSION ENTITLEMENT |
2.1 | Normal Retirement Pension |
The Executive shall be entitled, on retirement at age 65, to an annual pension of an amount determined in accordance with the following provisions and on the following terms.
(a) | The initial rate of pension at retirement at age 65 shall be calculated as x% of Basic Salary or Reference Salary whichever is the greater in the 12 months before retirement (“Pensionable Salary”) for each or any of the first five calendar years of the Executive’s employment by the Employer if in the last 90 days of each such year the average share price of the Employer on the London Stock Exchange (the “Average Share Price” and the “LSE” respectively) exceeds GBp 75 plus an additional 2% of Pensionable Salary for each such year if the Average Share Price exceeds: |
Year 1 | GBp 90 |
Year 2 | GBp 102 |
Years 3-5 inclusive | GBp 114 |
Where x is 4 in the first calendar year, 3.5 in the second calendar year and 3 in the third, fourth and fifth calendar years.
(b) | If at the end of the fifth calendar year of his employment by the Employer the aggregate percentage pension accrued in accordance with the above provision is less than 26.5%, the Executive may accrue up to a further 4.5% of Pensionable Salary in his sixth calendar year of employment by the Employer if the average share price of the Employer on the LSE for the last 90 days of that year exceeds GBp 75 and up to a further 2% if the average share price of the Employer on the LSE for the last 90 days of that year exceeds GBp 114. |
(c) | The maximum aggregate accrual under the formulae at Clauses 2.1(a) and 2.1(b) shall not exceed 26.5% and not more than 6% shall accrue in the first calendar year, not more than 5.5% shall accrue in the second calendar year, not more than 5% shall accrue in any subsequent calendar year save in the sixth year where up to 6.5% shall accrue in the manner described in 2.1(b) above. |
(d) | In the event of a material increase or reduction of the issued share capital of the Employer, appropriate adjustments shall be made to the share prices stipulated for the purposes of Clause 2.1(a) above by the Employer acting reasonably. |
(e) | For the avoidance of doubt in calculating the first five calendar years of the Executive’s employment by the Employer, the first calendar year shall end on 31 December 2011 even though the Executive will not have been employed for the full calendar year. |
2.2 | Pension on leaving employment with the Employer |
Where the Executive is Dismissed for Cause or resigns voluntarily (i.e. in circumstances in which he is not entitled to resign without notice owing to the conduct of the Group) at any time before the end of the fifth calendar year of his employment by the Employer (or the sixth such year if at the end of year 5 the aggregate accrual is less than 26.5%) he shall be prospectively entitled to a deferred pension payable at age 65 of an initial amount calculated in accordance with the above formula (without revaluation) with accrual only in respect of those complete calendar years whilst the Executive is in full time employment of the Employer and with Pensionable Salary determined as if the date of his leaving employment was the date of his retirement.
In all other circumstances of termination of employment (including Absence Dismissal pursuant to Clause 12.3), all that would have accrued will continue to accrue and be paid
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on the same basis as if the Executive had remained employed by the Employer until the end of Year 6.
2.3 | Increases to pension in payment |
Any pension payable to the Executive under this agreement shall be payable to the Executive by the Employer from retirement at age 65 for life with annual increases at a rate equal to 75% of the annual growth in the retail prices Index (“RPI”) up to a maximum of 4% in any year (with the Employer specifying the year over which RPI growth is measured for this purpose)
2.4 | Death Benefits |
On the Executive’s death after commencement of his pension under this agreement, his surviving spouse (the “Surviving Spouse”) shall be entitled to a pension payable from the date of the Executive’s death for the Surviving Spouse’s life of an Initial annual amount equal to two-thirds of the Executive’s pension under this agreement at the date of death. The Surviving Spouse’s pension, if any, shall be subject to annual increase at a rate equal to 75% of the annual growth in the RPI up to a maximum of 4% in any year (with the Employer specifying the year over which RPI growth is measured for this purpose).
Without prejudice to the life cover provided under Clause 4.5 of the Service Agreement there will be no death in service or death in deferment benefit in respect of pensions to be provided under this agreement.
2.5 | General |
(a) | The pensions payable under this agreement shall be unfunded, non-commutable and non-transferrable. |
(b) | The Parties acknowledge and represent to each other that: |
(i) | no sums or assets will be earmarked with a view to a contribution being made later in respect of this agreement; and |
(ii) | no security will be provided for the performance of this agreement. |
(c) | The pensions payable under this agreement shall be paid by the Employer out of its resources from the date of their respective commencement until the death of the recipient in instalments, monthly and in arrears or at such other intervals as agreed from time to time with the Executive or the Surviving Spouse. |
2.6 | Taxation |
All benefits payable to or in respect of the Executive under this agreement shall be subject to deduction of income tax and other withholdings for which the recipients are liable. The Parties agree that should the accrual of any benefits under this agreement become subject to income or other tax, they shall discuss in good faith potential amendments to this agreement provided that the Employer shall not be obliged to agree to any change that has the effect of increasing its liability to the Executive.
3. | ILLEGALITY AND SEVERANCE |
The invalidity in whole or in part of any portion of this agreement (including, but without limitation, as a result of this agreement ceasing to satisfy the requirements of the FSA or the Code) shall not affect the validity of the remainder of this agreement and in such a case of invalidity the Parties shall endeavour to modify the invalid provisions so as to carry out as nearly as possible the original intent of the Parties in a legally enforceable manner.
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4. | VARIATION |
Any variation of this agreement must be in writing and signed by each Party or, in the case of a body corporate, a duly authorised officer or representative of such Party.
5. | GOVERNING LAW AND JURISDICTION |
5.1 | The law of England and Wales applies to this agreement. |
5.2 | Each of the Parties irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to decide and settle any dispute or claim arising out of or in connection with this agreement. |
6. | COUNTERPARTS |
This agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original but all of which when taken together shall constitute a single document.
7. | ENTIRE AGREEMENT |
This agreement sets out the entire agreement between the Parties in respect of the Pension Arrangements (save for those definitions contained in the Service Agreement and used herein) and supersedes and replaces any previous agreement or arrangement between the Parties relating to the Pension Arrangements.
7.1 | No reliance on a statement outside of this agreement |
Each Party agrees and acknowledges that it has not relied on or been induced to enter into the agreement by a warranty, statement, representation or undertaking which is not expressly included in this agreement.
7.2 | No remedy for a statement outside of this agreement |
No Party has any claim or remedy in respect of a warranty, statement, misrepresentation (whether negligent or innocent) or undertaking made to it by or on behalf of the other party in connection with or relating to the Pension Arrangements which is not expressly included in this agreement.
7.3 | Clause does not apply in the event of fraud |
Nothing in this Clause 7 limits or excludes liability arising as a result of fraud, wilful concealment or wilful misconduct.
8. | THIRD PARTY RIGHTS |
The following terms shall apply with respect to third parties.
(a) | The Surviving Spouse may enforce and rely on any term of this agreement conferring a benefit on her to the same extent as if she was a party to the agreement. |
(b) | In any proceedings brought by the Surviving Spouse in connection with this agreement the Employer may rely on any defence, right of set-off or counterclaim arising from or in connection with this agreement or which would have applied if the Surviving Spouse had been a party to this agreement. |
(c) | Even though this agreement confers benefits on the Surviving Spouse, the Parties shall remain free to terminate or vary any of its terms without the consent of the Executive’s spouse. |
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(d) | Any right in connection with this agreement arising by virtue of the Contracts (Rights of Third Parties) Act 1999 are personal to the Surviving Spouse. |
(e) | Save as aforesaid, no person who is not a party to this agreement may enforce any of its terms or rely on any exclusion of limitation contained in it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. |
This agreement is executed and delivered as a deed the day and year first written above.
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EXECUTED on as a deed behalf of Lloyds | ) |
Banking Group PLC by: . | ) |
Company Director | |
Company Director/Secretary | |
EXECUTED as a deed by AntÓnio | ) |
Horta-OsÓrio in the presence of: | ) |
Witness’ name and signature | ||
Witness’ address |
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DATED | 2012 |
LLOYDS BANKING GROUP PLC
- and -
ANTÓNIO HORTA-OSÓRIO
PENSIONS CONTRACT
0143L.03B92
C3/Sl/JRD/2B17656
Hogan Lovells International LLP
Atlantic House, Holbon Viaduct, London EC1A 2FG
Exhibit 4(b)(vii)
Classification: Confidential
Section 430(2B) Companies Act 2006 Statements
As announced on 6 June 2019, George Culmer retired as Chief Finance Officer and an Executive Director of Lloyds Banking Group plc (the “Company”) with effect from 1 August 2019. George retired from the Group on 2 August 2019 (“Retirement Date”). The following information is provided in accordance with section 430(2B) of the Companies Act 2006:
George Culmer has not received and will not receive any payment for loss of office.
On 20 August 2019, George Culmer will receive a payment of £79,594.92 in lieu of unused annual leave entitlement up to the Retirement Date.
Employees taking retirement are treated as ‘good leavers’ under the Company’s Group Performance Share Plan (GPS Plan) Rules. As George Culmer has worked more than 12 weeks during the current performance period, he will remain eligible for a pro-rated award GPS Plan award in respect of the period from 1 January 2019 to the Retirement Date. Any such award will be subject to an assessment of the relevant performance measures and his contribution during that period and will be determined in accordance with the rules and timetable of the 2019 GPS Plan.
As a ‘good leaver’ under the GPS Plan Rules, George Culmer’s outstanding deferred GPS awards over ordinary shares of 10p each in the capital of the Company (“Shares”) under the 2016 GPS Plan (83,466 Shares), 2017 GPS Plan (176,108 Shares) and under the 2018 GPS Plan (501,341 Shares) will continue to be released on their scheduled release dates, subject to the relevant terms (including post-vesting retention periods, malus and, where applicable, clawback and to deductions for national insurance and income tax).
George Culmer will remain entitled to his Fixed Share Award, time pro-rated to his retirement date. The award is paid in Shares in quarterly instalments and the final award of £46,523 will be made in Shares in September 2019 and restricted over five years.
As a ‘good leaver’ under the Executive Group Ownership Plan Rules (Executive GOS), George Culmer’s outstanding 2017 and 2018 Executive GOS awards will be time pro-rated to his retirement date (2017 becomes 2,660,947 Shares and 2018 becomes 2,144,958 Shares). The awards remain subject to the performance measures which apply to the relevant awards and will continue to vest at the normal vesting dates and be released on their scheduled release dates, subject to the relevant terms (including post-vesting retention periods, malus and, where applicable, clawback and to deductions for national insurance and income tax).
Employees taking retirement are treated as ‘good leavers’ under the Group Share Incentive Plan rules (SIP). Accordingly, George Culmer can no longer participate in the SIP plan and
Classification: Confidential
Shares held in the SIP Trust on his behalf need to be removed from the Trust within 30 days from the date of his retirement. George Culmer will be entitled to sell or transfer his Shares. There is no income tax or National Insurance contributions payable on the value of the SIP Shares. However, dividend tax is payable on the sale of any dividend Shares held for less than three years at the point of sale.
Balance in the SIP plan as at the Retirement Date:
Partnership
Shares |
Matching
Shares |
Free
Shares |
Dividend
Shares |
Total |
16,876 | 5,080 | 912 | 1,430 | 24,298 |
Employees taking retirement are treated as ‘good leavers’ under the Sharesave plan. Accordingly, George Culmer will be entitled to use his savings of currently £6,144 (as at the Retirement Date) in respect of the Sharesave Plan 2016 to purchase Shares at the option price of 47.49 pence within six months of the Retirement Date or request for the return of those savings. George Culmer can arrange to continue to make monthly payments up to a maximum of six months or to the end of the 36 months savings term whichever is sooner.
George Culmer will be entitled to a capped contribution of up to £10,000 (excluding VAT) towards legal fees incurred in connection with his retirement from the Company.
Exhibit 4(b)(xviii)
Classification: Confidential
EXECUTIVE SERVICE AGREEMENT
THIS EXECUTIVE SERVICE AGREEMENT BETWEEN
(1) | Lloyds Bank plc (the “Employer”) whose registered office is at 25 Gresham Street, London EC2V 7HN; and |
(2) | William Chalmers (the “Executive”) of _______________________________________________ . |
IT IS AGREED as follows:
1 | Appointment Pre-Conditions and Term |
Appointment
1.1 | Provided the Executive has satisfied the conditions set out in Clause 1.6 below, the Employer shall employ the Executive as Chief Financial Officer or in such other executive capacity as the Employer may from time to time reasonably require (the “Employment”). |
1.2 | The Executive’s role is as described in the Executive’s Role Profile. The Executive’s Role Profile is non-contractual and may be amended or replaced by the Employer from time to time. As at the date of this Agreement, the Executive’s role is a “senior management function” under the Financial Services and Markets Act 2000 “Senior Management Function” and will be subject to the Senior Managers and Certification Regime (“SMCR”). |
1.3 | The Executive will report to António Horta-Osório or such person carrying out the CEO (or equivalent) role from time to time. |
1.4 | This Agreement (including appendices and addendums), together with the Offer Letter, constitutes the contract of employment. |
Warranties given by the Executive
1.5 | By entering into this Agreement, the Executive warrants and represents that: |
1.5.1 | the Executive is not prevented from taking up the Employment under this Agreement by any obligation or duty owed to any third party, whether contractual or otherwise; |
1.5.2 | the Executive is entitled to work in the United Kingdom and will notify the Employer immediately if he/she ceases to be so entitled during the employment; |
1.5.3 | the Executive has been provided with a copy of the Executive’s Role Profile and Statement of Responsibilities in place as at the date of this Agreement; and |
1.5.4 | the Executive reasonably believes that he/she is fit and proper to perform the functions and responsibilities outlined in the Executive’s Role Profile and Statement of Responsibilities in place from time to time. |
Pre-conditions
1.6 | The Executive’s Employment is conditional upon: |
1.6.1 | the Employer being satisfied that the Executive is fit and proper to perform the functions and responsibilities outlined in the Executive’s Role Profile and Statement of Responsibilities in place from time to time; |
Classification: Confidential
1.6.2 | the Executive having been granted any approval or certification required by the Financial Conduct Authority (“FCA”) and/or the Prudential Regulation Authority (“PRA”) (as applicable) under the Financial Services and Markets Act 2000 as amended from time to time (“FSMA Approval”) to perform such functions as the Employer reasonably requires having regard to the Executive’s Role Profile and Statement of Responsibilities in place at the time of the Executive’s appointment, the Employer having acted promptly to take any steps required to secure regulatory approval; |
1.6.3 | the satisfactory completion of such recruitment formalities as the Employer requires (having regard, without limitation, to the requirements of any relevant Regulatory Handbooks from time to time) including Disclosure and Barring Service checks or equivalent checks under overseas legislation, obtaining references for a period and in a form acceptable to the Employer, fraud checks and credit checks; and |
1.6.4 | the Executive having the right to live and work in the United Kingdom and providing (and allowing the Employer to retain a copy of) such evidence as may be required to demonstrate that he/she has such a right or the Employer obtaining permission from the UK Border Agency for the Executive to take up this Employment. |
If the conditions are not satisfied by the Commencement Date then, the Employer agrees to postpone the Commencement Date for a reasonable period until the conditions have been satisfied. Thereafter, unless the Employer decided to waive the conditions, this Agreement shall not take effect and the Executive shall not have any claim for compensation or otherwise against the Employer by reason of this. If the Employment commences before all the conditions have been satisfied (or waived by the Employer) and are not subsequently satisfied within a reasonable period the Employment may be terminated without notice or payment in lieu of notice.
Term |
1.7 | The Employment shall begin on the earliest date on which the Executive is legally free to join the Group or, if a later date is mutually agreed between the parties, such later date as is mutually agreed (the “Commencement Date”) and shall continue until terminated: |
1.7.1 | by not less than 12 months’ notice given by the Employer to the Executive; or |
1.7.2 | by not less than 6 months’ notice given by the Executive to the Employer; or |
1.7.3 | under a provision set out in Clause 11. |
2 | Duties of the Executive |
General Duties
2.1 | The Executive will during the Employment: |
2.1.1 | devote their whole time, attention and skill to the Employment during normal office hours and during such other times as may reasonably be required for the effective performance of the duties under this Agreement; |
2.1.2 | properly perform the duties set out in this Agreement and properly exercise any powers conferred by this Agreement; |
2.1.3 | perform duties for any other Group Company whether for the whole or part of the Executive’s working time as required by the Employer. The Employer will remain responsible for the payments and benefits the Executive is entitled to receive under this Agreement; |
Classification: Confidential
2.1.4 | accept any offices or directorships as reasonably required by the Employer; |
2.1.5 | if reasonably required by the Employer, act jointly with any other person appointed by the Employer; |
2.1.6 | comply with all rules, requirements, regulations, policies and codes issued by the Employer or any other Group Company and notified to the Executive that apply to the Employment; |
2.1.7 | keep their line manager promptly informed of the conduct of the Executive’s duties, plans for the future performance of the duties and of any conflict of interest to which the Executive is or may become subject; |
2.1.8 | comply with any policy directions or reasonable other directions issued by the Employer; |
2.1.9 | abide by any statutory, fiduciary or common law duties to any Group Company of which the Executive is a director; |
2.1.10 | use best endeavours to promote the interests and reputation of every Group Company; and |
2.1.11 | keep the Employer advised of the Executive’s current UK residential address. |
Regulatory Duties
2.2 | Without prejudice to any other duties or responsibilities, the Executive must: |
2.2.1 | comply with any relevant Regulatory Handbooks and with all rules, requirements, regulations and codes, as amended or replaced from time to time, imposed or recommended by any industry or regulatory body (including, but not limited to, the UK Listing Authority, the Financial Reporting Council, the PRA and FCA) that apply to the Employment. Such rules may include such Conduct Rules that apply by law or are notified to the Executive from time to time; and |
2.2.2 | comply with those regulatory duties set out in Appendix 2 to this Agreement. |
FSMA Approval
2.3 | During the period of this Agreement the Executive will not do anything which could cause the Executive to be disqualified from continuing to act as a director of any Group Company or cease to hold any FSMA Approval in respect of the Employment. If the Executive is not required by the Employer to have any such FSMA Approval at the date of appointment under this Agreement then the Executive will not do anything which would prevent the Executive from being so approved in the future. |
Delegation of duties
2.4 | The Executive may delegate responsibilities, provided always that the Executive delegates the responsibilities to an appropriate person. Where the Executive delegates any of his/her responsibilities in accordance with this clause, the Executive must supervise the delegate on a continued basis to ensure that the responsibilities are discharged in an effective and compliant manner by the delegate. |
Classification: Confidential
Disclosure of Wrongdoing
2.5 | The Executive will promptly disclose to the Board full details of any wrongdoing by any employee or director of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company. |
Interests of the Executive
2.6 | By entering into this Agreement the Executive confirms that he/she has disclosed in writing to the Employer any interests he/she holds (for example, shareholdings or directorships) or activities he/she undertakes, whether or not of a commercial or business nature (except interests in any Group Company). The Employer may, as a condition to the commencement of the Employment require the Executive to dispose of or otherwise relinquish any such interest or activity which it reasonably believes might give rise to a conflict of interest or interfere with the performance of the Executive’s duties under the Employment. |
2.7 | During the Employment (including any Garden Leave Period) the Executive will not be directly or indirectly engaged or concerned in the conduct of any activity of a commercial or business nature nor assume or acquire any interest of the type referred to in Clause 2.6 above except as a representative of the Employer or with the written consent of their line manager. |
There is a regulatory limit on the number of directorships which Executive Directors of the Group may hold. The Executive must not hold more than one executive directorship (and for these purposes multiple directorships of Group Companies count as one executive directorship) and two non-executive directorships during the Employment (including any Garden Leave Period). Subject to this limit, if the Executive would like to accept a non-executive directorship in addition to any which may have been in disclosed in accordance with Clause 2.6 and approved by the Group, then reference should be made to the “Manual for Group and Ring Fenced Bank Board Members” for further guidance. The latest version of the manual can be obtained from the Group Company Secretary or Deputy Company Secretary, who will also be able to provide further guidance on additional directorships.
2.8 | The Executive will (and will use best endeavours to ensure that the Executive’s spouse and any dependents) comply with all rules of law, including Part V of the Criminal Justice Act 1993, the Model Code appended to Chapter 9 of the Listing Rules of the UK Listing Authority, the FCA’s Code of Market Conduct and all other rules, policies or codes applicable to the Employer or the Executive from time to time in relation to the holding or trading of securities, including in relation to the disclosure of inside information (in each case as amended or replaced from time to time). |
2.9 | The Executive will not, directly or indirectly, receive any benefit from any person having or seeking to have business transactions with any Group Company (other than reasonable corporate hospitality and seasonal or occasional gifts of limited value which have been recorded in the appropriate internal register). |
Medical Examination
2.10 | At any time during the Employment the Employer may require the Executive to undergo a medical examination by a medical practitioner appointed by the Employer. The Executive authorises that medical practitioner to disclose to the Employer any report or test results prepared or obtained as a result of that examination and to discuss with it any matters arising out of the examination which are relevant to the Employment or which might prevent the Executive properly performing the duties of the Employment. |
Classification: Confidential
Location
2.11 | The Executive will work in anywhere in London as required by the Employer. The Executive shall travel to such places within or outside the United Kingdom as the Employer may specify. |
Hours of Work
2.12 | The Employer’s normal business hours are 9am to 5pm Monday to Friday inclusive with a daily lunch break. It may be necessary for the Executive to work hours in excess of the Employer’s normal business hours in order to perform the Executive’s duties of Employment to the satisfaction of the Employer. The Executive shall not be entitled to receive any further remuneration for any additional hours worked. |
2.13 | The parties agree that the nature of the Executive’s position is such that the Executive’s working time cannot be measured and, accordingly, that the Executive’s appointment falls within the scope of Regulation 20(1) of the Working Time Regulations 1998 (the “Regulations”). In the event that Regulation 20(1) does not apply to the Executive’s Employment, the Executive agrees that the limit in Regulation 4(1) of the Regulations shall not apply to the Executive and that the Executive’s working time may therefore exceed an average of 48 hours for each seven day period in the applicable reference period. |
3 | Remuneration |
3.1 | During the Employment the Employer will pay the Executive a salary of £794,938 per annum or such other salary as may be notified to the Executive from time to time. Salary will be paid monthly on or about the 20th day of each month. The Executive shall maintain a bank account with a Group Company into which the Executive’s salary shall be paid. |
3.2 | The salary referred to in Clause 3.1 above includes director’s fees from the Group Companies and any other companies in which the Executive is required to accept a directorship under the terms of this Employment. To achieve this: |
3.2.1 | the Executive will repay any fees he/she receives to the Employer; or |
3.2.2 | the Executive’s salary will be reduced by the amount of those fees; or |
3.2.3 | a combination of the methods set out in Clauses 3.2.1 and 3.2.2 above will be applied. |
3.3 | The Executive will be paid such bonus at such times and subject to such conditions as the Employer in its sole and absolute discretion may from time to time determine. In accordance with Clause 4.8 below, payment of such a bonus or participation in a bonus scheme is not a contractual entitlement. |
3.4 | The Executive will be eligible to participate in any all-employee share schemes or other benefits provided to all employees, or to be considered for participation in any discretionary scheme, operated or offered by the Employer or any Group Company from time to time in accordance with the relevant rules (including, without limitation, any rules as to eligibility) and any requirement as to shareholder approval. In accordance with Clause 4.8 below, participation in any share option, share incentive or other employee benefit plan, scheme or arrangement is not a contractual entitlement. |
Performance Adjustment
3.5 | Any variable remuneration payable to the Executive in connection with the Employment (in whatever form and whether awarded before or after the date of this Agreement) is subject to Group policy as amended from time to time dealing with performance adjustment. (For these purposes “policy” includes any requirement imposed on the Group by any rules or regulation |
Classification: Confidential
including Rule 15A of the PRA Rulebook (as amended or updated from time to time.) Performance adjustment may be dealt with in specific provisions of any plan rules relating to the variable remuneration, in specific award documentation or set out in any applicable policy from time to time. The plan rules, award documents or policy may give the Group the right, in certain circumstances, to defer vesting and release of any unvested variable remuneration (freezing), reduce any variable remuneration prior to award, payment or vesting (malus), and/or may allow the Group to require repayment of payments already made to the Executive and/or the surrender of shares or other benefits provided (clawback). In the case of clawback, this may also be dealt with by way of deduction from any variable remuneration due to the Executive in the future (including, but not limited to, future bonus awards or incentives awards, whether in cash or shares). By entering into this Agreement, the Executive agrees to the operation of performance adjustment and, in particular, consents to such repayment, surrender and deduction in respect of clawback, subject always to the Executive’s right to challenge the Group’s application of performance adjustment and/or clawback in any particular case.
4 | Pension and Other Benefits |
4.1 | Pension |
The Executive shall be eligible to participate in Your Tomorrow (the “Scheme”) (or such other registered pension scheme as may be established by the Employer to replace the Scheme) and will be automatically included in the Scheme on joining the Employer. The Executive may be provided with a booklet or other document summarising the terms of the Scheme and should note that these provide a summary only and do not confer any entitlement. The Executive’s membership of the Scheme, including the contributions payable by and on behalf of the Executive, will be subject to and in accordance with the terms of its governing documentation in force from time to time (including, in particular, to the rights of any person to amend or terminate the Scheme) except that:
4.1.1 | subject to 4.1.2 below, employer contributions to the Scheme in respect of the Executive will be at the rate of 25% of the Executive’s basic salary referred to in Clause 3.1 above from time to time; |
4.1.2 | the Executive must contribute to the Scheme at the rate of at least 3% of the Executive’s basic salary referred to in Clause 3.1 above from time to time, or such other amount as agreed in writing by the Group; and |
4.1.3 | any provisions under the Scheme’s governing documentation for the Employer to pay contributions to the Scheme linked to the level of contributions paid by or on behalf of a member will not apply to the Executive. |
The Executive will have the right to opt out of the Scheme (subject to the terms of the Scheme’s governing documentation and to any statutory duty of the Employer to periodically re-enrol the Executive). If the Executive opts out, the Employer will pay the Executive an amount equal to 25% of the basic salary referred to in Clause 3.1 above from time to time as a non-pensionable cash supplement. The Employer may also at its option permit the Executive to opt for contributions to be paid to the Scheme at a rate less than 25% of the basic salary referred to in Clause 3. 1 with the balance of this amount being paid as a non-pensionable cash supplement. The Employer may impose restrictions including, without limitation, a minimum amount which must be paid as pension contributions. The Employer may also at its option deduct from the non-pensionable cash supplement payable to the Executive any tax and national insurance payable by the Employer on the cash supplement. The non-pensionable cash supplement will cease to
Classification: Confidential
be payable during any period in respect of which the Executive is receiving the full Employer contribution to the Scheme (through re-joining or being re-enrolled in the Scheme).
The contribution or non-pensionable cash supplement paid by the Employer will not be taken into account for the purposes of calculating any bonus or other such payments as provided for in Clause 3 above.
4.2 | Salary sacrifice arrangements |
The Employer operates a salary sacrifice arrangement. Under this arrangement some or all of the Executive’s pension contributions payable to the Scheme from time to time (which may at the Employer’s discretion include both regular or mandatory contributions or voluntary contributions) will be paid on the Executive’s behalf by the Employer in return for a reduction in the Executive’s salary (although it does not affect the Executive’s other pay related benefits or calculations). By signing and/or entering into this contract the Executive has agreed to this reduction. The Executive is therefore automatically a member of the salary sacrifice arrangement unless the Executive is automatically opted out under the terms of the salary sacrifice arrangement, chooses to opt out as permitted under the terms of the arrangement, or is in receipt of a non-pensionable cash supplement in lieu of all or part of the contributions to be paid to the Scheme. The Employer reserves the right to amend or withdraw the salary sacrifice arrangement.
For any period in which the Executive is not a member of the salary sacrifice arrangement, the Executive’s pension contributions to the Scheme will be deducted from the Executive’s salary and paid to the Scheme by the Employer.
4.3 | Rights of the Employer |
The Employer shall be entitled at any time to terminate or vary the Scheme or the Executive’s membership of it.
4.4 | Life Cover |
The Executive will be eligible to participate in the Employer’s life assurance arrangements subject to and in accordance with such terms as are from time to time in place.
The amount of life assurance cover (“Life Cover”) in the event of the Executive’s death during the Employment will be equal to four times the basic salary set out in Clause 3.1 above (as revised from time to time), irrespective of whether or not the Executive is a member of any pension scheme operated by the Employer.
If the Executive is a member of the Scheme for retirement benefits, depending on the Executive’s circumstances at the time of the Executive’s death, there may be a further benefit available of up to four times the basic salary set out in Clause 3.1 above (as revised from time to time). The provision of any such benefit will be as provided for in the terms of the Scheme.
Such Life Cover will be provided under the terms of any arrangement designated by the Employer (and may be through an arrangement other than a registered pension scheme).
4.5 | Car |
The Executive shall be eligible to receive either a company car or a non-pensionable cash allowance payable each month in accordance with the Employer’s car scheme from time to time. Currently the company car allowance is £12,000 per annum.
Classification: Confidential
4.6 | Private Medical Cover |
Provided the Executive complies with any eligibility requirements or other conditions from time to time set by the Employer and any supplier appointed by the Employer, the Executive may participate, during the Employment, in the Employer’s private health scheme. Family private health cover is provided subject to and in accordance with such terms from time to time on which any appointed supplier provides cover and on such terms as the Employer may from time to time notify to the Executive. Those private health cover arrangements may be reduced, varied or withdrawn by the Employer at any time and at its sole and absolute discretion and the Executive shall have no legal claim against the Employer as a result.
4.7 | Health Screening |
The Executive will be eligible to receive an annual confidential medical screening by a supplier appointed by the Employer.
4.8 | Other Benefits |
The Executive acknowledges that (except for any specific awards or entitlements notified to the Executive individually or by a general notice to staff) participation in any bonus, share option, share incentive or other employee benefit plan, scheme or arrangement (“Plan”) is not a contractual entitlement and on termination of the Employment the Executive will have no right to compensation or otherwise against the Employer or any other Group Company by reason of no longer being able to participate in any such Plan.
4.9 | Deductions |
For the avoidance of doubt, any and all remuneration or benefits provided by virtue of this Agreement shall be subject to such deductions for tax and national insurance as the Employer is required to make by law or the tax and/or national insurance authorities.
5 | Expenses |
The Employer will refund to the Executive all reasonable expenses properly incurred by the Executive in performing the duties under this Agreement, provided that these are incurred in accordance with the Employer’s policy from time to time. The Employer will require the Executive to produce receipts or other documents as proof for any expenses claimed.
6 | Holiday |
6.1 | The Executive shall be entitled during the Employment to 30 working days’ paid holiday in each calendar year plus bank holidays. In calculating any rights relating to holiday or holiday pay, in any calendar year the Executive will be deemed to take paid holiday in the following sequence: (i) the Executive’s entitlement under Regulation 13, (ii) the Executive’s entitlement under Regulation 13A; and (iii) any contractual entitlement which exceeds the entitlements under Regulations 13 and 13A of the Regulations. Holiday may only be taken at such time or times as the Executive’s line manager shall approve. The Executive agrees that the provisions of Regulations 15(1)-(4) inclusive of the Regulations (dates on which leave is taken) do not apply to the Employment. |
Classification: Confidential
6.2 | The Executive’s holiday entitlement shall be pro-rated for the year in which the Employment begins and for the year in which the Employment ends. Any accrued but unused entitlement shall be paid out to the Executive on termination of the Executive’s Employment (subject to Clause 9.5 below) unless the Employment is terminated for gross misconduct or in accordance with Clause 11.1 below. Any holiday in excess of their accrued entitlement shall be deducted from any sums owed to the Executive and the Executive hereby gives their consent for such deduction. |
7 | Confidentiality |
7.1 | Without prejudice to the common law duties which the Executive owes to the Employer, the Executive agrees to preserve the confidentiality of any trade secrets and/or confidential information belonging or relating to the Employer or its employees or relating to the Works, in whatever form (written, oral, visual and electronic), whether of a technical or commercial nature, disclosed to the Executive by or on behalf of the Employer or its employees or otherwise comes under the control of the Executive in the course of the Employment (“Confidential Information”), and agrees not to (except in so far as may be strictly necessary for the proper performance of the duties under this Agreement or with the prior written consent of the Employer), copy, use, discuss with or disclose to any third party any Confidential Information. This provision will not apply to Confidential Information which becomes public other than through unauthorised disclosure by the Executive. The Executive will use best endeavours to prevent the unauthorised copying, use or disclosure of such information by any third party. |
7.2 | In the course of the Employment the Executive is likely to obtain Confidential Information belonging or relating to other Group Companies or other persons. The Executive will treat such information as if it falls within the terms of Clause 7.1 above and Clause 7.1 above will apply with any necessary amendments to such information. If requested to do so by the Employer, the Executive will enter into an agreement with other Group Companies or any other persons in the same terms as Clause 7.1 above with any amendments necessary to give effect to this provision. |
7.3 | The Executive agrees not to, either during or after the termination of the Employment (without the written consent of the Employer) make any public announcement, statement or comment (whether to the media or otherwise) concerning: |
7.3.1 | the affairs of the Employer or any other Group Company (except in the proper course of performing his duties); |
7.3.2 | the circumstances of the termination of the Employment and any offices with any other Group Company; or |
7.3.3 | anything that may be detrimental to the Employer or any other Group Company, |
except as required by law or any regulatory body.
7.4 | Nothing in this Agreement will prevent the Executive from making a “protected disclosure” in accordance with the provisions of the Employment Rights Act 1996 to the Employer or to the PRA, FCA or, if applicable, to an overseas regulator within the meaning of section 195(3) of the Financial Services and Markets Act 2000. This includes protected disclosures about topics the Executive has previously disclosed to another person. |
Classification: Confidential
8 | Intellectual Property Rights |
8.1 | The Executive shall prepare, maintain and promptly disclose to the Employer immediately on creation full written details of all Works made, created or developed, wholly or partially, by the Executive at any time during the course of the Employment (whether or not during working hours or using Group premises or resources). The Executive acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in any Work shall automatically, on creation, vest in the Employer absolutely. To the extent that they do not vest automatically, the Executive hereby assigns (or where immediate assignment is not effective, agrees to assign) to the Employer, with full title guarantee, all the Executive’s Intellectual Property Rights in any Work. Pending assignment, the Executive shall hold the Intellectual Property Rights on trust for the Employer. The Executive agrees to promptly execute all documents and do all acts as may, in the opinion of the Employer, be necessary to give effect to this Clause 8.1. |
8.2 | So far as permitted by applicable laws, the Executive hereby irrevocably waives all moral rights under Chapter IV (Moral Rights) of Part 1 of the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions), which the Executive may have or will have in any Work. |
8.3 | The Executive hereby irrevocably appoints the Employer to act as the Executive’s attorney to do everything necessary to give the Employer the full benefit of the rights under this Clause 8. |
8.4 | The rights and obligations of the parties under this Clause 8 shall continue after expiry or termination of this Agreement. |
9 | Garden Leave and Suspension |
Garden Leave
9.1 | At any time after notice to terminate the Employment is given by either party, or if the Executive resigns without giving due notice and the Employer does not accept the Executive’s resignation, the Employer may require the Executive to take a period of absence called garden leave (the “Garden Leave Period”). The Garden Leave Period shall last for such period or periods of the notice period as the Employer shall in its absolute discretion determine. The provisions of Clause 9.2 to Clause 9.8 below apply to any Garden Leave Period. |
9.2 | During the Garden Leave Period, the Executive will not, without prior written consent of their line manager, be employed or otherwise engaged in the conduct of any activity, whether or not of a business nature, except any outside interests for which he has already received prior approval. The Employer will have no obligation to provide work to the Executive during the Garden Leave Period. Further, the Executive will not, unless requested by the Employer: |
9.2.1 | enter or attend the premises of the Employer or any other Group Company; |
9.2.2 | contact or have any communication with any customer or client of the Employer or any other Group Company in relation to the business of the Employer or any other Group Company; |
9.2.3 | contact or have any communication with any employee, officer, director, agent or consultant of the Employer or any other Group Company in relation to the business of the Employer or any other Group Company; or |
Classification: Confidential
9.2.4 | remain or become involved in any aspect of the business of the Employer or any other Group Company except as required by such companies. |
9.3 | During the Garden Leave Period, the Executive shall be available to deal with requests for information, be available for meetings (unless the Employer has agreed in writing that the Executive may be unavailable for a period) and to advise on matters relating to work. Without prejudice to the Executive’s handover obligations as set out in Appendix 2, on commencement of any Garden Leave Period or at any time during it, the Employer may require the Executive to take such actions as it reasonably requires to effect a handover of the Executive’s duties and responsibilities to any successor(s). |
9.4 | During the Garden Leave Period, the Employer may require the Executive to comply with the provisions of Clause 12 below, except that there will be no requirement to return any company car in the possession of the Executive. The Employer may also require the Executive to resign immediately from any directorship held in the Employer, any other Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless the Executive is required by the Employer to perform duties to which any such directorship relates, in which case the Executive may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Employer to be the Executive’s attorney to execute any instrument and do anything in the Executive’s name and on their behalf to effect the Executive’s resignation if the Executive fails to do so in accordance with this Clause 9.4. |
9.5 | During the Garden Leave Period, the Executive will be entitled to receive the salary and all contractual benefits including without limitation any Fixed Share Award in accordance with the terms of this Agreement. Furthermore, the Executive shall not be entitled to any bonus in respect of any Garden Leave Period (unless the rules of any applicable plan provide otherwise) or to any new award pursuant to any share incentive Plan during any Garden Leave Period and any entitlements to a bonus in respect of any period before commencement of the Garden Leave Period and existing share awards will be subject to the rules of the relevant Plan(s). Any unused holiday accrued at the commencement of the Garden Leave Period and any holiday accrued during any Garden Leave Period will be deemed to be taken by the Executive during the Garden Leave Period in relation to day(s) (not being a Saturday, Sunday, public or bank holiday) during which the Executive was not required to deal with information requests, attend a meeting or give advice. |
9.6 | The Executive agrees and acknowledges that during any Garden Leave Period the Employer may appoint another person to carry out duties in substitution of the Executive. |
9.7 | At the end of the Garden Leave Period, the Employer may, at its sole and absolute discretion, pay the Executive basic salary alone in lieu of the balance of any period of notice given by the Employer or the Executive (less any deductions the Employer is required by law to make). Any such payment will be made in monthly instalment subject to and in accordance with Clause 11.7 below. |
9.8 | All duties of the Employment (whether express or implied), including, but not limited to, the Executive’s duties of fidelity, good faith and under Clauses 2.1, 2.2, 2.3 and 2.4 shall continue throughout the Garden Leave Period. The Executive acknowledges and agrees that being placed on Garden Leave in accordance with the terms of this Agreement will not amount to constructive dismissal from the Employment. |
Suspension
9.9 | Without prejudice to the Executive’s rights to remuneration and other benefits hereunder, the Employer shall have the right at any time to require the Executive not to attend at any |
Classification: Confidential
place of work or otherwise to suspend the Executive from the performance of any duties under this Agreement. During the period of such suspension the Employer may assign the Executive’s duties, titles or powers to another. Further, during such period of suspension the Employer shall be under no obligation to vest in or assign to the Executive any powers or duties or to provide any work to the Executive. For the avoidance of doubt, during any period of suspension the rights of the Employer and duties of the Executive set out in Clauses 9.2 to 9.8 above shall apply.
10 | Restrictions after Termination of Employment |
10.1 | The Executive is likely to obtain Confidential Information and personal knowledge of and influence over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive agrees with the Employer that the Executive will be bound by the following: |
10.1.1 | subject to Clause 10.2 below, throughout the Employment and during the period of six months commencing with the Relevant Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly) be employed in or carry on (or be a director of any company engaged in) any business which is or is about to be in competition with any business of the Employer (or any other Group Company) being carried on by such company at the Relevant Date, provided that at any time during the 12 months prior to the Relevant Date the Executive was concerned or involved with that business to a material extent or had access to Confidential Information in respect of it; |
10.1.2 | throughout the Employment and during the period of 12 months commencing on the Relevant Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) entice or try to entice away from the Employer or (as the case may be) any other Group Company any Restricted Employee; |
10.1.3 | throughout the Employment and during the period of 12 months commencing on the Relevant Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) employ or engage or try to employ or engage any Restricted Employee; |
10.1.4 | throughout the Employment and during the period of 12 months commencing on the Relevant Date, the Executive will not (either on their own behalf or for or with any other person, whether directly or indirectly) canvass, solicit or attempt to entice away from the Employer or (as the case may be) any other Group Company any business of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and |
10.1.5 | throughout the Employment and during the period of 12 months commencing on the Relevant Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier. |
10.2 | In the event that the Employer gives notice to terminate the Executive’s Employment and the Executive works six months or more of the Executive’s notice period, the Employer will not require the Executive to comply with Clause 10.1.1 above following the termination of the Executive’s Employment. |
Classification: Confidential
10.3 | Following the Termination Date, the Executive will not hold themselves out as being in any way connected with the businesses of the Employer or of any other Group Company (except to the extent agreed by such a company). |
10.4 | Any benefit given or deemed to be given by the Executive to any Group Company under the terms of this Clause 10 is received and held on trust by the Employer for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Employer. |
10.5 | The Executive acknowledges that the provisions of this Clause 10 are fair, reasonable and necessary in order to protect the Confidential Information and business connections of the Employer, and any other Group Company, to which the Executive has access as a result of the Employment. |
10.6 | Each of the obligations in this Clause 10 is an entirely separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. |
10.7 | The Executive acknowledges and agrees to draw the provisions of this Clause 10 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the 12 months following the Termination Date. |
11 | Termination |
Summary Dismissal
11.1 | The Employer may terminate the Employment at any time forthwith by written notice to the Executive (and without any requirement of prior notice) if the Executive shall: |
11.1.1 | commit any material breach, or continue (after written warning) to commit any breach, of the obligations under this Agreement; |
11.1.2 | be guilty of a serious breach of the rules, requirements, regulations or codes (as amended or replaced from time to time) of the UK Listing Authority (including the Model Code for transactions in securities by directors of listed companies), the FCA, the PRA or any regulatory authorities relevant to any Group Company or any policy issued by the Employer or Group Company as amended or replaced from time to time; |
11.1.3 | be guilty of any material misconduct or material neglect in the discharge of the Executive’s duties; |
11.1.4 | have a bankruptcy order made against them or make any arrangement or composition with the Executive’s creditors or have an interim order made against them pursuant to the Insolvency Act 1986 (or any re-enactment or amendment thereof for the time being in force); |
11.1.5 | be convicted of any criminal offence which, in the reasonable opinion of the Employer, affects the Executive’s position as an employee under this Agreement; |
11.1.6 | bring the name or reputation of the Executive or Employer, or any Group Company into disrepute; |
11.1.7 | be or become prohibited by law from becoming or remaining a director; |
11.1.8 | be disqualified or disbarred from membership of, or be found to have committed any serious disciplinary offence by, or be found not to be a fit and proper person by, |
Classification: Confidential
any professional or regulatory body governing the conduct of the Executive or the business of any Group Company;
11.1.9 | cease to have any required FSMA Approval which the Employer reasonably believes is necessary in order for the Executive to perform the functions and responsibilities set out in the Executive’s Role Profile and Statement of Responsibilities (as amended or replaced from time to time); |
11.1.10 | ceases to be eligible to work in the United Kingdom. |
11.2 | Where the Executive has been summarily dismissed or where the Executive terminates the Employment in breach of the notice provisions in Clause 1.7.2 above, the calculation of any payment in lieu of any outstanding holiday entitlement in excess of the Executive’s statutory holiday entitlement owed by the Employer to the Executive shall be calculated as being £1. |
Absence Dismissal
11.3 | If the Executive (owing to sickness, injury or otherwise) does not perform the duties under this Agreement for a period of at least 26 weeks (or at least 26 weeks in aggregate in any period of 12 months) the Employer shall be entitled to terminate the Employment by giving to the Executive not less than three months’ notice at any time while the Executive does not perform the duties and the Executive shall have no claim for compensation or otherwise against the Employer by reason of such termination. |
Reconstructions or amalgamation
11.4 | If the Employment of the Executive under this Agreement is terminated by reason of the liquidation of the Employer for the purpose of reconstruction or amalgamation and the Executive is offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions materially no less favourable overall than the terms of this Agreement, then the Executive shall have no claim against the Employer in respect of the termination of the Employment (whether or not the notice required by Clause 1.7 above shall have been given). |
Payment in lieu of notice
11.5 | Subject to Clause 11.7 below, the Employer may, at any time in its absolute discretion, elect to terminate the Employment and this Agreement by paying to the Executive, in lieu of the notice period referred to in Clause 1.7 or any part thereof, an amount equivalent to the basic salary for such period or part period. |
11.6 | For the avoidance of doubt: |
11.6.1 | if the Employer terminates the Executive’s Employment other than in accordance with its rights under this Agreement any entitlement to damages for breach of contract will be assessed on normal common law principles (including the Executive’s obligation to mitigate any losses); and |
11.6.2 | the right of the Employer to make a payment in lieu of notice does not give rise to any right for the Executive to receive such a payment. |
11.7 | The Employer will pay any sums due under Clause 11.5 above in monthly instalments over the period until the date on which notice, if it had been served in accordance with Clause 1.7, would have expired (the “Relevant Period”). The Executive is obliged to seek alternative income over the Relevant Period and to disclose the gross amount of any such income to the Employer as evidenced by payslips and/or invoices in a timely manner. The |
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Employer’s monthly instalment payments pursuant to this Clause 11.7 shall then be reduced by the gross amount of such alternative income earned in respect of any part of the Relevant Period. For the avoidance of doubt, the mitigation provisions do not apply to any income received from any outside interests pre-approved prior to termination of employment.
Redundancy
11.8 | In cases of termination by redundancy, the Executive will be entitled to receive a redundancy payment as laid down by statute at the time. |
Legal and Regulatory Proceedings
11.9 | The Executive agrees, either during or after the termination of the Employment at the request of the Employer, to provide the Employer with such assistance as it may reasonably require in the conduct of any threatened or actual legal proceedings or any inquiry or investigation (whether internal or external) in respect of which the Employer or its legal advisers believe he/she may be able to provide assistance including, but not limited to, providing information, meeting with any Group Company and/or regulatory body and/or legal or other professional advisers, attending any legal or other hearing and giving evidence. The Executive’s reasonable out of pocket expenses incurred in providing such assistance will be reimbursed by the Employer. |
12 | Return of Property |
12.1 | The Executive will immediately upon termination of the Employment return to the Employer at such place as the Employer may reasonably specify: |
12.1.1 | all documents and other materials (whether originals or copies) made or compiled by or delivered to the Executive during the Employment and concerning any Group Company, including any Confidential Information, and will not retain any copies of such documents or materials; and |
12.1.2 | all other property (including any car provided to the Executive) belonging or relating to any Group Company, in good condition (allowing for fair wear and tear). |
12.2 | If the Executive has used his/her own device(s) in the course of the Employment, such device(s) must be surrendered to the Employer for removal of any data relating to the Employer on termination, subject to and in accordance with any applicable Group Company Mobile Devices Policy. |
13 | Directorships |
13.1 | The Executive’s office in any Group Company is subject to the Articles of Association of the relevant company (as amended from time to time). If the provisions of this Agreement conflict with the provisions of the Articles of Association, the Articles of Association will prevail. |
13.2 | The Executive must resign from any office held in any Group Company if asked at any time to do so by the Employer and upon termination of the Employment. |
13.3 | By entering into this Agreement, the Executive irrevocably appoints the Employer as attorney to act in the Executive’s name and on the Executive’s behalf to execute any document or do anything in the Executive’s name necessary to effect the Executive’s |
Classification: Confidential
resignation in accordance with Clause 13.2 above. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this Clause 13.3, a certificate in writing (signed by any director or the secretary of the Employer) will be sufficient to prove that the act or thing falls within that authority.
13.4 | The termination of any directorship or other office held by the Executive will not terminate the Executive’s Employment or amount to a breach of terms of this Agreement by the Employer. |
13.5 | During the Employment the Executive will not do anything which could cause the Executive to be disqualified from continuing to act as a director of any Group Company. |
13.6 | The Executive must not resign office as a director of any Group Company without the agreement of the Employer. |
13.7 | The Employer will provide director’s and officer’s liability insurance to cover the Executive’s directorships in the Employer and any Group Company and such coverage will continue after termination of employment for the limitation period of any claims. |
14 | Disciplinary and Grievance Procedures |
14.1 | Any disciplinary matter affecting the Executive will be dealt with by their line manager. |
14.2 | If the Executive has any grievance relating to the Employment such grievance should be made in writing to their line manager. If the Executive is dissatisfied with their line manager’s treatment of the grievance, the matter may be referred to the Chief Executive or an alternative sufficiently senior Director. |
15 | Collective Agreements |
There are no collective agreements affecting the Employment of the Executive.
16 | Contracts (Rights of Third Parties) Act 1999 and Data Privacy and Counterparts |
16.1 | No person other than the parties to this Agreement or any Group Company shall have any right to enforce any term of this Agreement under The Contracts (Rights of Third Parties) Act 1999. |
16.2 | The Executive acknowledges that the Employer will hold, process and disclose personal data (including special data within the meaning of relevant data legislation) provided by the Executive to the Employer for all purposes relating to the performance of this Agreement including, but not limited to: |
16.2.1 | administering and maintaining personnel records; |
16.2.2 | paying and reviewing salary and other remuneration and benefits; |
16.2.3 | providing and administering benefits (including if relevant, pension, life assurance, permanent health insurance and medical insurance); |
16.2.4 | undertaking performance appraisals and reviews; |
16.2.5 | maintaining sickness and other absence records; |
16.2.6 | taking decisions as to the Executive’s fitness for work; |
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16.2.7 | providing references and information to future employers, and if necessary, governmental and quasi-governmental bodies for social security and other purposes, Her Majesty’s Revenue and Customs and the Contributions Agency; |
16.2.8 | providing information to future purchasers of the Employer or of the business in which the Executive works; |
16.2.9 | providing information to regulatory authorities (including but not limited to the PRA and the FCA); and |
16.2.10 | transferring information concerning the Executive to a country or territory outside the EEA. |
16.3 | The Executive confirms that they have read the Group’s Colleague Data Privacy Notice (the “DPN”) set out in Appendix 1 to this Agreement. |
16.4 | The Executive acknowledges that during the Employment the Executive will have access to and process, or authorise the processing of personal data and sensitive personal data relating to employees, customers and other individuals held and controlled by the Employer. The Executive agrees to comply with the Group’s Data Privacy Policy in relation to such data and to abide by the Employer’s data protection policy issued from time to time. |
16.5 | Fraud prevention databases have been established for the purpose of allowing organisations to share data on their employment fraud cases. The Executive acknowledges that the personal information that the Employer has collected from the Executive will be shared with Cifas, a not-for-profit fraud prevention agency of which the Group is a member, who will use it to prevent fraud, other unlawful or dishonest conduct, malpractice, and other seriously improper conduct. If any of these are detected the Executive acknowledges that this could impact on the Executive’s continued employment. |
The Executive acknowledges that their personal information will also be used to verify the Executive’s identity.
Further details as to how the Executive’s information will be used by the Employer and Cifas, including the Executive’s data protection rights, can be found on the Chief Security Office Interchange pages. If the Executive requires further information, they can contact lnsiderRisk@lloydsbanking.com.
16.6 | This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement. |
17 | Other Agreements |
17.1 | This Agreement shall be in substitution for all existing contracts of service or consultancy between the Employer or any Group Company and the Executive, which (without prejudice to any accrued rights) shall be treated as cancelled with effect from the Commencement Date. |
17.2 | This Agreement together with the Offer Letter,,the Deed of Indemnity, and the Addendum to the Service Agreement and any documents referred to herein (except those which are expressly stated to be non-contractual) comprises the whole agreement between the Employer and the Executive relating to the Employment, to the exclusion of all other warranties, representations made in good faith, undertakings and collateral contracts. In |
Classification: Confidential
the event of any conflict between the terms of this Agreement and the Offer Letter, including the terms of the Executive’s remuneration Proposal, the terms of this Agreement shall prevail.
18 | Notices |
Any notice under this Agreement shall be in writing and shall either be given personally or be sent by prepaid first class post by the Employer to the Executive at their home address notified to the Employer pursuant to Clause 2.1.11 above or at any other last known UK residential address, or by the Executive to the Employer at its address stated above or its other last known address. Any notice sent by the Employer by post shall be deemed to have been received two business days after the date of posting.
19 | Interpretation |
General
19.1 | In this Agreement |
19.1.1 | where the context permits, references to the singular shall include references to the plural and vice versa; |
19.1.2 | references to a Clause mean a Clause in this Agreement; |
19.1.3 | Clause headings are inserted for convenience only and shall not affect the construction of this Agreement. |
Definitions
19.2 | In this Agreement unless the context otherwise requires: |
“Board” means board of directors of the Employer or any duly authorised committee of the same;
“Commencement Date” has the meaning given in Clause 1.7;
“Confidential Information” has the meaning given in Clause 7.1;
“Employment” has the meaning given in Clause 1.1;
“FCA” means the Financial Conduct Authority or any successor;
“FSMA Approval” has the meaning given in Clause 1.6;
“Garden Leave Period” has the meaning given in Clause 9.1;
“Group Company” means any of Lloyds Banking Group pie and its subsidiaries (as such terms are defined in the Companies Act 2006), and “Group” means all of them;
“Intellectual Property Rights” means all intellectual property rights, and interests in or to intellectual property rights, which may subsist in any part of the world, including where such rights are or may be obtained or enhanced by registration, any registrations, applications for registrations and rights to apply for registration of such intellectual property rights;
“Listing Rules” means the listing rules made by the UK Listing Authority;
“Offer Letter” means the letter from the Employer to the Executive setting out the terms in which the Executive will be employed by the Employer;
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“Prospective Customer” means any person, firm or company which has been engaged in negotiations, with which the Executive has been personally involved, with the Employer or any other Group Company with a view to purchasing products or services from the Employer or any other Group Company during the period of six months prior to the Relevant Date;
“PRA” means the Prudential Regulation Authority or any successor;
“Regulatory Handbooks” means the rules and guidance issued by the PRA and the FCA, in each case as issued, amended, updated or replaced from time to time;
“Relevant Customer” means any person, firm or company which at any time during the 12 months prior to the Relevant Date was a customer of the Employer or any other Group Company, with whom or which the Executive dealt other than in a de minimis way or for whom or which the Executive was responsible in a supervisory or managerial capacity on behalf of the Employer or any other Group Company at any time during the said period;
“Relevant Date” means (i) in the case of Clause 10.1.1, the earlier of the date the Executive gives notice to terminate the Employment, the Termination Date or the date on which the Executive commences any Garden Leave Period; and (ii) in the case of Clauses 10.1.2 to Error! Reference source not found., the Termination Date or, if earlier, the date on which the Executive commences any Garden Leave Period;
“Relevant Services” means products and services competitive with those supplied by the Employer or any other Group Company at any time during the 12 months prior to the Relevant Date in the supply of which the Executive was involved or concerned other than in a de minimis way at any time during the said period;
“Relevant Supplier” means any person, firm or company which at any time during the 12 months prior to the Relevant Date was a supplier of any goods or services (other than utilities and goods or services supplied for administrative purposes) to the Employer or any Group Company and with whom or which the Executive had personal dealings during the Employment other than in a de minimis way;
“Restricted Employee” means any person who is, at the Relevant Date, or was at any time during the period of 12 months prior to the Relevant Date, employed or engaged as a consultant in the Group in an executive or senior managerial capacity or who reported directly to the Executive and with whom the Executive has had dealings other than in a de minimis way during the course of the Employment;
“Role Profile” means the document prepared in respect of the Executive’s role from time to time which sets out, inter alia, the Executive’s functions and responsibilities;
“Termination Date” means the date on which the Employment terminates;
“UK Listing Authority” means the FCA in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000; and
“Work(s)” means any idea, method, discovery, invention, technical or commercial information, know-how, computer program, semiconductor chip layout, database, drawing, literary work, product, packaging, design, marketing concept, trade or service mark, logo, domain name and all similar works (whether registerable or not and whether copyright works or not) made, created, or developed by the Executive, either alone or with others, during the term of the Employment (whether in or outside the course of the Executive’s duties), which relates to, or is capable of being used in, the business of the Employer or any Group Company.
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Where capitalised terms are used in this Agreement but are not defined in it, they will be given the meaning attributed to those terms or should be interpreted in a manner consistent with any Regulatory Handbooks.
20 | Governing Law and Jurisdiction |
This Agreement is governed by and will be interpreted in accordance with the laws of England and Wales. Each of the parties submits to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this Agreement.
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Classification: Confidential
EXECUTED by the Executive and a representative of the Employer duly and fully authorised by the Board of the Employer to enter into this Agreement on the first date mentioned above.
EXECUTED as a DEED by the
Executive
William Chalmers
in the presence of: |
} |
/s/ William Chalmers | Date: 15.03.2019 |
Witness’s signature: /s/ N. Justice
Name NICHOLA JUSTICE
Address____________
___________________
___________________
Occupation BUSINESS MANAGER
SIGNED on behalf of the Employer
acting by Matt Sinnott, Group Reward Director, in the presence of: |
} | /s/ Matt Sinnott | Date: 14-02-2019 |
Witness’s signature /s/ R. Loque
Name RACHAEL LOQUE
Address____________
___________________
___________________
Occupation EXECUTIVE ASSISTANT
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APPENDIX 1
GROUP COLLEAGUE DATA PRIVACY NOTICE
How we use your personal information
This privacy notice is to let you know how companies within the Group promise to look after your personal information. This includes what you tell us about yourself and what we learn through the recruitment process. This notice also tells you about your privacy rights and how the law protects you.
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APPENDIX 2
REGULATORY DUTIES
In this Appendix 2, capitalised terms which are not defined have the meanings given to them in, or should be interpreted in a manner consistent with, any rules and guidance issued by the PRA and the FCA from time to time.
THE SENIOR MANAGERS AND CERTIFICATION REGIME (“SMCR”)
SENIOR MANAGEMENT FUNCTION
If, following the Executive’s approval by the PRA and/or FCA pursuant to FSMA, the Executive performs a Senior Management Function for one or more firms in Group, this Appendix 2 will apply.
The following documents are referred to in this Appendix 2:
Classification: Confidential
1. | Statement of Responsibilities; | |
2. | Role Profile; and | |
3. | the handover guidelines. |
These documents outline the Executive’s responsibilities and accountabilities. This Appendix 2 also refers to the Executive Office Handbook which provides guidance which Executives should have regard to in discharging such responsibilities. The Executive should read these documents in conjunction with the Management Responsibilities Map of each firm for which the Executive holds Prescribed Senior Management Responsibilities and/or carries out any Key Functions (as set out in further detail in the Management Responsibilities Map of the relevant firm(s) from time to time).
At all times while the Executive is carrying out a Senior Management Function for any relevant firm within the Group the Executive must:
1. | ensure the Executive is familiar with any relevant Management Responsibilities Map (as amended or updated from time to time) and understand the Executive’s roles and responsibilities in relation to those of other employees carrying out Senior Management Functions; | |
2. | ensure the Executive’s Statement of Responsibilities and Role Profile are accurate in all material respects and kept up-to-date; | |
3. | ensure the Executive is familiar with the Executive Office Handbook from time to time and have regard to the guidance it contains in discharging the Executives duties and responsibilities; | |
4. | discharge any Prescribed Senior Management Responsibilities and Key Functions allocated to the Executive from time to time; | |
5. | ensure that any persons whom the Executive supervises and/or has operational responsibility for, and to whom the Executive delegate responsibilities, undertake those responsibilities and their duties in a manner compliant with all applicable regulatory requirements. As such, the Executive must take all necessary and appropriate steps to ensure the adequate and continued supervision of such persons; | |
6. | inform any firm in respect of which the Executive is carrying out a Senior Management Function of any changes in his/her circumstances which the Executive reasonably considers may affect the Executive being considered fit and proper to carry out that function; and | |
7. | comply with the Senior Manager Conduct Rules and the Individual Conduct Rules. |
If the Executive ceases to perform a Senior Management Function, Prescribed Senior Management Responsibility or Key Function (for example, because the Executive’s role changes, the Executive’s employment terminates or the Executive is on garden leave) the Executive must ensure that any person who takes over any such responsibility or function is promptly provided with all information and materials they might reasonably expect to discharge such responsibilities or functions.
The Group has put in place ‘handover guidelines’ which provides guidance on the steps it expects employees carrying out Senior Management Functions to take to ensure compliance with these handover obligations. The Executive may be required to provide a written certificate by way of handover and/or to confirm in writing to the relevant Group Company for which the Executive performs that function that the Executive has complied in all material respects with the Executive’s handover obligations. If the Executive fails to comply with any such obligation, the handover obligations continue to apply until such time as the Executive has adequately discharged them and
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the relevant Group Company may take such disciplinary action as it considers appropriate in the circumstances.
Continuation in role is conditional on the Executive:
1. | discharging any responsibilities and functions allocated to the Executive from time to time (including any Prescribed Senior Management Responsibilities or Key Functions); | |
2. | maintaining FSMA Approval to carry out a Senior Management Function; and | |
3. | being fit and proper (as determined by the Executive’s employer or any Group entity in respect of which the Executive has FSMA Approval in its or their absolute discretion) to perform any responsibilities and functions assigned to the Executive from time to time (whether pursuant to the Executive’s Role Profile or otherwise). |
By signing this Agreement, the Executive is confirming agreement to the terms of this Appendix 2.
Exhibit 4(b)(xix)
Classification: Confidential
21 October 2019
Private & Confidential
Ms Sarah Legg
Dear Sarah
Non-executive Director Appointment – Lloyds Banking Group plc
Following our recent discussions, I am pleased to confirm that the Board of Lloyds Banking Group plc (“the Group”) has agreed in principle your appointment as a non-executive director, subject to completion of our certification references and final confirmation by the Board.
All directors of the Group also serve on the subsidiary HBOS Plc Board as well as the two principal subsidiary bank boards of Lloyds Bank plc and Bank of Scotland plc (which together will comprise the ‘Ring Fenced Bank’ Boards). As discussed, the proposed appointment as a non-executive director will therefore be to the Group Board, HBOS plc and the Ring Fenced Bank Boards (collectively ‘the Companies’). These boards will generally meet simultaneously, or on the same date if meeting separately.
Your appointments will be subject to the terms and conditions set out in this letter.
1. | Appointment |
Your appointment to the boards of the Companies is expected to commence on December 1st 2019. Your appointment will be for an initial term of three years, expiring at the Annual General Meeting of the Group (AGM) in 2023. Appointments are reviewable annually and require shareholder approval. Subject to satisfactory performance and Board approval, you will be invited to stand for annual re-election by shareholders at the AGM in each year of your appointment.
Subject to a review of performance and the requirements of the Board at the time, non-executive directors may be invited to serve for a further term.
Continuation of your appointments is subject to:
· | approval by the Group of our certification to the regulators that you are a fit and proper person, and any approval that may in future be required by the regulators in connection with roles you take on as a member of the Board You must inform the company of any significant changes in your personal circumstances which may have an impact on your status; |
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· | satisfactory performance and contribution to the Board and any Board committees on which you serve; |
· | election and re-election as a director by the company’s shareholders in general meeting as required by the company’s articles of association and codes to which the company subscribes, in particular, the Financial Reporting Council’s UK Corporate Governance Code. |
2. | Termination |
Once appointed, you will cease to hold the office of director if:
(i) | you resign from your appointment or choose not to stand for re-election; |
(ii) | the company terminates your appointment or chooses not to propose you for re-election; |
(iii) | shareholders fail to elect or re-elect you; |
(iv) | you fail to meet, on an ongoing basis, the standards expected of a person performing your role; or |
(v) | the articles of association or any law or regulation prevents you from continuing in office. |
In the case of (i) and (ii) above, there is no entitlement to notice or to compensation for loss of office. However, the company will endeavor to give you reasonable notice where appropriate. You are requested to make the Chairman aware of any intention not to seek re-election so that the board can plan for orderly succession.
In the case of termination under (iii), (iv) or (v) above, your appointment will terminate automatically with immediate effect and without compensation.
3. | Board Committees |
In addition to your appointment as a non-executive director you will be required to serve on at least two Group/Ring Fenced Bank Board Committees which may be subject to rotation. Initially, it is proposed you serve as:
· | Member, Audit Committees |
· | Member, Risk Committees |
You may also be required to serve on sub-committees of these Board committees and ad hoc Board Committees established from time to time for a specific purpose.
4. | Role and Responsibilities |
Your duties will be those required of a non-executive director. Non-executive directors have the same legal responsibilities as other directors.
The Board is collectively responsible for promoting the success of the company by directing the company’s affairs. As members of the unitary board, all directors are required to:
· | provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed. |
· | set the company’s strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives, and review management performance; and |
· | set the company’s values and standards and ensure that its obligations to its shareholders and others are understood and met. |
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In addition, as a member of the Ring Fenced Bank Boards and Committees you will have responsibility with other directors of ensuring effective governance of the Ring Fenced Banks, including identifying and addressing any potential conflicts of interest between the Ring Fenced Bank and other group entities in a way that ensures the integrity of the Ring Fencing Scheme is upheld.
Your more specific responsibilities and accountabilities are reflected in the group’s wider governance framework and will include, to the extent relevant, any responsibilities prescribed pursuant to UK regulation and as notified to the PRA and/or FCA, details of which are available from the Company secretary.
5. | Time Commitment |
As a non-executive director, you are required to devote such time as is necessary for the effective discharge of your duties. The likely minimum time commitment for your role is approximately 35 – 40 days per annum which is made up as follows:
· | Base time commitment for LBG non-executive directors: | c.25 - 28 days | |
· | Additional time for membership of Risk Committee | c.5- 6 days | |
· | Additional time for membership of Audit Committee | c.5- 6 days |
The estimated time commitment includes scheduled Board and Committee meetings relevant to your role, plus strategy sessions (including a 2 - 3 day offsite meeting), attendance at the AGM and preparation for meetings. A schedule of Board and committee meetings will be included in your appointment pack.
The above minimum time commitment is based on planned events. From time to time, you may be required to attend meetings at short notice. In such cases, you will be required to make yourself available as appropriate.
In your capacity as a director of Lloyds Banking Group plc or as a director of the Ring Fenced Banks you may be required to attend or represent the Group at meetings with the Regulators, the Government, investors or other third parties as appropriate.
Depending on your other commitments, you may be expected to relinquish other appointments to ensure that you can meet the legal and time commitments of the role. Legislation limits a director of a financial services company to holding a maximum of four non-executive director roles (including your position at LBG).
By accepting this appointment, you confirm that you are able to allocate sufficient time to meet the expectations of your role to the satisfaction of the board.
The agreement of the Chairman must be sought before accepting any additional commitments in order to discuss whether they might affect your ability to meet the time commitments necessary to discharge your duties and allow a formal review of compatibility with CRD IV regulatory restrictions and any potential conflict issues.
6. | Fees and Expenses |
The following annual fees are payable in respect of your appointment:
· | Non-executive base fee | £ 79,600 | ||
· | Additional fee for membership of Risk Committees | £ 33,300 | ||
· | Additional fee for membership of Audit Committees | £ 33,300 | ||
Total fees payable: | £146,200 |
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You will also be entitled to claim for reimbursement of reasonable expenses incurred in the course of your duties as a director so long as these conform to the expenses policy agreed by the Board.
7. | Outside Interests |
It is accepted and acknowledged that you have business interests other than those of the company. As a condition of your appointment you are required to declare any such directorships, appointments and interests to the board in writing. If you take on any additional business interests or become aware of any potential conflicts of interest, these must be disclosed to the board as soon as they arise or become known to you. If at any time you are considering acquiring any new interest which might give rise to a conflict of interest with the company you must first discuss the matter with the Chairman and obtain a resolution of the board authorising such interest. Regardless of any approval given in relation to outside interests, it is your responsibility to ensure that you can meet the time commitment required by the role.
8. | Confidentiality |
You will not use or disclose to any person, firm or organisation (except as required by law or to carry out your duties under this letter) any trade secrets, know-how, business information or other private or confidential information relating to the business, finances or affairs of the company or any member of the Lloyds Banking Group, or any customer of the company or any other information provided on the basis that it is confidential. You will use your best endeavours to prevent the unauthorised use or disclosure of any such information.
This restriction will continue to apply after your appointment ends without limit in time but will not apply to information which becomes public, unless through unauthorised disclosure by you. After your appointment ends you will return all documents and information (whether written, visual or electronic) under your control which belong to the company or any member of the Group.
Your attention is also drawn to the requirements under both legislation and regulation relating to the disclosure of price sensitive information. You should avoid making any statements or engaging in any dealings that might contravene these requirements. The Company Secretary can provide further information and advice on these matters if required. Company policy is that all external communication on company affairs is restricted to the Chairman, Chief Executive and Corporate Affairs Director only.
9. | Induction |
Following appointment, the company will provide further tailored induction to the extent required. You are entitled to request any additional information or briefings to assist you in the execution of your duties.
10. | Evaluation and review of performance |
The performance of individual directors and the board and its committees is evaluated annually. In the interim, if there are any matters which you wish to discuss in relation to your role, please feel free to contact me.
11. | Directors’ Liability Indemnity and Insurance |
To the extent permitted by law, directors are entitled to be indemnified by the company against all costs and liabilities incurred by them in execution of their duties. A deed of indemnity is included in your appointment pack for signature and return.
You will also have the benefit of any directors’ and officers’ insurance cover maintained from time to time by the company (but this shall not oblige the company to maintain any such cover either at all, or on current terms).
|
Classification: Confidential
13. | Independent Professional Advice |
Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director and it will be appropriate for you to consult independent advisers at the company’s expense. The company will reimburse the full cost of expenditure incurred.
14. | Disclosure and Dealings in Shares |
The company may be required to include in its annual accounts a note of any material interest that a director may have in any transaction or arrangement that the company has entered into. You must disclose any such interest as soon as possible but no later than the board meeting at which the transaction or arrangement is first discussed so that the Board can note your interest and, if appropriate, approve any conflicts. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.
During the continuation of your appointment you will be expected to comply (and to procure that your spouse and any connected persons comply) where relevant with any rule of law or regulation of any competent authority or of the company from time to time in force in relation to dealings in shares, debentures and other securities of the company and the unpublished price sensitive information affecting the shares, debentures and other securities of the company.
Details of the procedure for dealing in shares, together with explanatory notes, will be in your appointment pack.
15. | Shareholdings |
All directors are expected to hold shares in the company. If you would like to receive whole or part of your monthly fee in shares, we would be happy to make the necessary arrangements for you.
Please acknowledge receipt and acceptance of the above terms by signing and returning the enclosed copy of this letter.
Please do not hesitate to contact me for any assistance in any matters during the term of your appointment. I will write formally again at the time the appointment is confirmed by the Board and will look forward to welcoming you to the Group.
Best regards
/s/ Norman Blackwell
I acknowledge receipt of the letter dated 21 October, 2019 of which this is a copy and accept the proposed terms of appointment.
Signed…/s/ S Legg
Date 29.10.2019
Exhibit (4)(b)(xx)
Classification: Confidential
31 October 2019
Private & Confidential
Ms Sarah Legg
Dear Sarah,
Non-executive Director appointment – Lloyds Banking Group plc
Further to my letter of 21 October, I can now confirm that your appointment on the terms set out in that letter will commence on 1st December, 2019. I look forward very much to having you with us.
Best regards,
/s/ Norman Blackwell
Classification: Confidential
EXHIBIT 8.1
LLOYDS BANKING GROUP STRUCTURE
The following is a list of the principal subsidiaries of Lloyds Banking Group plc at 31 December 2019.
Name of subsidiary undertaking |
Country of
registration/ incorporation |
Percentage of
equity share 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 plc | England | 100% | Banking and financial services | 25 Gresham Street London EC2V 7HN |
* | Indirect interest |
¹ | Subsidiary that does not meet quantitative threshold for significance. Included for consistency with the consolidated financial statements. |
Classification: Confidential
EXHIBIT 12.1
Certifications required under Section 302 of the Sarbanes-Oxley Act
I, | António Horta-Osório, certify that: | ||
1. | I have reviewed this annual report on Form 20-F of Lloyds Banking Group plc (the “Company”) ; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; | ||
4. | The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: | ||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and | ||
5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): | ||
a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
/s/ A Horta-Osório |
A Horta-Osório, Group Chief Executive |
Date: 25 February 2020 |
Classification: Confidential
EXHIBIT 12.2
Certifications required under Section 302 of the Sarbanes-Oxley Act
I, | William Chalmers, certify that: | ||
1. | I have reviewed this annual report on Form 20-F of Lloyds Banking Group plc (the “Company”); | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; | ||
4. | The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: | ||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and | ||
5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): | ||
a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
/s/ W Chalmers |
W Chalmers, Chief Financial Officer |
Date: 25 February 2020 |
Classification: Confidential
EXHIBIT 13.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
This certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended 31 December 2019 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
António Horta-Osório, the Group Chief Executive, and William Chalmers, the Chief Financial Officer, of Lloyds Banking Group plc, each certifies that, to the best of his knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and | |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lloyds Banking Group plc. |
25 February 2020 | |
/s/ A Horta-Osório | |
A Horta-Osório | |
Group Chief Executive | |
/s/ W Chalmers | |
W Chalmers | |
Chief Financial Officer |
Classification: Confidential
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-231902) of Lloyds Banking Group plc of our report dated 25 February 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.
PricewaterhouseCoopers LLP
London, United Kingdom
25 February 2020