Obligation Lloyds Bank Group 4.375% ( US539439AR07 ) en USD

Lloyds Bank Group

99.117 % ▲

Royaume-Uni

US539439AR07 ( en USD )

4.375% par an ( paiement semestriel )

22/03/2028

Prospectus brochure de l'obligation Lloyds Banking Group US539439AR07 en USD 4.375%, échéance 22/03/2028

200 000 USD

1 500 000 000 USD

539439AR0

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

22/09/2025 ( Dans 100 jours )

Lloyds Banking Group est une société de services financiers britanniques offrant une gamme de services bancaires aux particuliers et aux entreprises, notamment des comptes courants, des prêts hypothécaires, des services de gestion de patrimoine et des assurances, opérant principalement au Royaume-Uni.

L'Obligation émise par Lloyds Bank Group ( Royaume-Uni ) , en USD, avec le code ISIN US539439AR07, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/03/2028

L'Obligation émise par Lloyds Bank Group ( Royaume-Uni ) , en USD, avec le code ISIN US539439AR07, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Lloyds Bank Group ( Royaume-Uni ) , en USD, avec le code ISIN US539439AR07, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp88849_424b2.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered
Price
Registration Fee (1)
4.375% Senior Notes due 2028
$1,500,000,000
$186,750
Total
$1,500,000,000
$186,750
____________________
(1) Calculated in accordance with Rule 457(r)

Filed pursuant to Rule 424(b)(2)
Registration No. 333-211791

PROSPECTUS SUPPLEMENT
(to prospectus dated June 2, 2016)

Lloyds Banking Group plc
$1,500,000,000 4.375% Senior Notes due 2028

From and including the date of issuance, interest will be paid on the 4.375% senior notes due 2028 (the "Senior Notes"). The interest for the
Senior Notes will be paid semi-annually in arrears on March 22 and September 22 of each year, commencing on September 22, 2018. The Senior
Notes will bear interest at a rate of 4.375% per year.

The Senior Notes will be issued in denominations of $200,000 and in integral multiples of $1,000 in excess thereof. 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.

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 Banking Group plc ("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.
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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.

By purchasing or acquiring the Senior Notes, each holder and beneficial owner of the Senior Notes, to the extent permitted by the
Trust Indenture Act of 1939, as amended (the "TIA"), waives any and all claims against the Trustee (as defined below) 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.

We may redeem the Senior Notes, in whole, but not in part, at any time at 100% of their principal amount plus accrued interest upon the
occurrence of certain tax or regulatory events described in this prospectus supplement and accompanying prospectus. We intend to apply to list the
Senior Notes on the New York Stock Exchange in accordance with its rules.

Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and as incorporated
by reference herein.

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 The Depository Trust Company ("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.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.

Underwriting
Proceeds to us (before

Price to Public
Discount
expenses)
Per Senior Note
99.647%
0.350%
99.297%
Total
$1,494,705,000
$5,250,000
$1,489,455,000

The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Senior Notes will accrue from the date
of issuance, which is expected to be March 22, 2018. See "Underwriting".

We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Senior Notes. In addition, Lloyds Securities Inc.
or another of our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in the Senior
Notes after their initial sale. In connection with any use of this prospectus supplement and the accompanying prospectus by Lloyds Securities Inc.
or another of our affiliates, unless we or our agent informs you otherwise in your confirmation of sale, you may assume this prospectus supplement
and the accompanying prospectus is being used in a market-making transaction.
We expect that the Senior Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants
including Clearstream Banking, S.A. ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about March 22, 2018.

Joint Bookrunning Managers

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Citigroup
Goldman Sachs & Co. LLC
Lloyds Securities
Morgan Stanley

Prospectus Supplement dated March 15, 2018

TABLE OF CONTENTS

Prospectus Supplement
Page

About this Prospectus Supplement
S-ii
Incorporation of Information by Reference
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-12
Capitalization of the Group
S-12
Ratio of Earnings to Fixed Charges
S-12
Description of the Senior Notes
S-13
Certain U.K. and U.S. Federal Tax Consequences
S-22
Underwriting
S-26
Legal Opinions
S-31
Experts
S-31
Prospectus

About this Prospectus
1
Use of Proceeds
1
Lloyds Banking Group plc
1
Lloyds Bank plc
2
Description of Debt Securities
3
Description of Capital Securities
14
Description of Certain Provisions Relating to Debt Securities and Capital Securities
20
Description of Ordinary Shares
25
Description of Preference Shares
30
Description of American Depositary Shares
35
Plan of Distribution
42
Legal Opinions
43
Experts
43
Enforcement of Civil Liabilities
44
Where You Can Find More Information
45
Incorporation of Documents by Reference
45
Cautionary Statement on Forward-Looking Statements
46

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus (including any free writing prospectus issued or authorized by us). Neither we nor the underwriters have authorized anyone to
provide you with different information. Neither we nor the underwriters are making an offer of these securities in any state or jurisdiction
where the offer is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates.

S-i

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ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:

·
"we", "us", "our" and "LBG" mean Lloyds Banking Group plc;

·
"Group" means Lloyds Banking Group plc together with its subsidiaries and associated undertakings;

·
"SEC" refers to the Securities and Exchange Commission;

·
"pounds sterling", "£" and "p" refer to the currency of the United Kingdom;

·
"dollars" and "$" refer to the currency of the United States; and

·
"euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency in
accordance with the treaty establishing the European Community, as amended.

INCORPORATION OF INFORMATION BY REFERENCE

We file annual, semi-annual and special reports and other information with the Securities and Exchange Commission. You may read and copy
any document that we file with the SEC at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC
on 1-800-SEC-0330 for further information on the Public Reference Room. The SEC's website, at http://www.sec.gov, contains, free of charge,
reports and other information in electronic form that we have filed. You may also request a copy of any filings referred to below (excluding
exhibits) at no cost, by contacting us at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone +44 207 626 1500.

The SEC allows us to incorporate by reference much of the information that we file with them. This means:

·
incorporated documents are considered part of this prospectus supplement;

·
we can disclose important information to you by referring you to these documents; and

·
information that we file with the SEC will automatically update and supersede this prospectus supplement.

We incorporate by reference (i) LBG's Annual Report on Form 20-F for the year ended December 31, 2017 filed with the SEC on March 9,
2018, (ii) LBG's report on Form 6-K filed with the SEC on March 9, 2018 disclosing the ratio of earnings to fixed charges and the ratio of earnings
to combined fixed charges and preference dividends as at December 31, 2017; (iv) LBG's report on Form 6-K filed with the SEC on March 9,
2018 disclosing the Group's capitalization and indebtedness on a consolidated basis as at December 31, 2017.

We also incorporate by reference in this prospectus supplement and the accompanying prospectus any future documents we may file with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the date of this
prospectus supplement until the offering contemplated in this prospectus supplement is completed. Reports on Form 6-K that we may furnish to the
SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent
that the report expressly states that it is (or such portions are) incorporated by reference in this prospectus supplement.

FORWARD-LOOKING STATEMENTS

From time to time, we may make statements, both written and oral, regarding assumptions, projections, expectations, intentions or beliefs
about future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation Reform Act of
1995. We caution that these statements may and often do vary materially from actual results. Accordingly, we cannot assure you that actual results
will not differ materially from those expressed or implied by the forward-looking statements. You should read the sections entitled "Risk

S-ii

Factors" in this prospectus supplement and "Forward-Looking Statements" in our Annual Report on Form 20-F for the year ended December 31,
2017, which is incorporated by reference herein.

We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus supplement or
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any information incorporated by reference, might not occur.

IMPORTANT INFORMATION

MiFID II product governance / Professional investors and ECPs only target market  Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the
Senior Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Senior Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation / Prohibition of sales to EEA retail investors the Senior Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive 2002/92/EC (the "IMD"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.

S-iii

SUMMARY

The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder
of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base your
investment decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by
reference therein, as a whole. Words and expressions defined in "Description of the Senior Notes" below shall have the same meanings in this
summary.

The Issuer

Lloyds Banking Group plc was incorporated as a public limited company and registered in Scotland under the U.K. Companies Act 1985 on
October 21, 1985 (registration number 95000). Lloyds Banking Group plc's registered office is at The Mound, Edinburgh EH1 1YZ, Scotland,
U.K. and its principal executive offices in England, U.K. are located at 25 Gresham Street, London EC2V 7HN, United Kingdom, telephone
number +44 207 626 1500.

The Senior Notes

Issuer
Lloyds Banking Group plc
Senior Notes
$1,500,000,000 aggregate principal amount of 4.375% senior notes due 2028 (the "Senior
Notes").
Issue Date
March 22, 2018
Maturity
We will pay the Senior Notes at 100% of their principal amount plus accrued interest on
March 22, 2028.
Interest Rate
The Senior Notes will bear interest at a rate of 4.375% per annum.
Interest Payment Dates
Every March 22 and September 22, commencing on September 22, 2018.
Regular Record Dates
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.
Business Day Convention
Following, unadjusted
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Day Count Basis
30/360
Ranking
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.
Events of Default; Default; Limitation of
Events of Default
Remedies

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

S-1

· 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.

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 declare the principal amount of, or any other amount in
respect of, any outstanding Senior Notes to be due and payable (except in a winding-up of
LBG, as provided above under "Events of Default").

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.

For further details, see "Description of the Senior Notes--Events of Default; Default;
Limitation of Remedies" and "Risk Factors--Risks relating to the Senior Notes " in this
prospectus supplement.
Agreement with Respect to the Exercise of
Notwithstanding any other agreements, arrangements, or understandings between us and any
U.K. Bail-in Power
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,
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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

S-2

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
Banking Reform Act 2013, secondary legislation or otherwise), 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.

For a discussion of certain risk factors relating to the U.K. bail-in power, see "Risk Factors--
Risks relating to the Senior Notes" in this prospectus supplement.
Repayment of Principal and Payment of
No repayment of the principal amount of the Senior Notes or payment of interest on the Senior
Interest After Exercise of U.K. Bail-in
Notes shall become due and payable after the exercise of any U.K. bail-in power by the
Power
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.
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. See "Description of the Senior Notes--Additional Issuances" in this prospectus
supplement.

S-3

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Tax Redemption
In the event of various tax law changes that require us to pay additional amounts and other
limited circumstances as described under "Description of the Senior Notes--Tax Redemption "
in this prospectus supplement and "Description of Debt Securities--Redemption of Senior
Debt Securities" in the accompanying prospectus 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 all, but not
less than all, of the Senior Notes prior to maturity.
Loss Absorption Disqualification Event
We may, at our option (but subject to, if and to the extent then required by the Relevant
Redemption
Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator and
the Relevant Regulator granting us permission) redeem all but not some only of the Senior
Notes outstanding at any time at 100% of their principal amount plus interest if, immediately
prior to the giving of the notice referred to above, we notify the Trustee that a Loss Absorption
Disqualification Event has occurred (as further described under "Description of the Senior
Notes -- Loss Absorption Disqualification Event Redemption" in this prospectus supplement).
Book-Entry Issuance, Settlement and
We will issue the Senior Notes in fully registered form in denominations of $200,000 and
Clearance
integral multiples of $1,000 in excess thereof. The Senior Notes will be represented by one or
more global securities registered in the name of a nominee of DTC. You will hold beneficial
interests in the Senior Notes through DTC and its direct and indirect participants, including
Euroclear and Clearstream Luxembourg, and DTC and its direct and indirect participants will
record your beneficial interest on their books. We will not issue certificated notes as described
in the accompanying prospectus. Settlement of the Senior Notes will occur through DTC in
same day funds. For information on DTC's book-entry system, see "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.
CUSIP
539439 AR0
ISIN
US539439AR07
Common Code
179674335
Listing and Trading
We intend to apply to list the Senior Notes on the New York Stock Exchange.
Trustee and Paying Agent
The Bank of New York Mellon, a banking corporation duly organized and existing under the
laws of the State of New York, acting through its London Branch and, having its Corporate
Trust Office at One Canada Square, London E14 5AL, United Kingdom, will act as the trustee
and initial paying agent for the Senior Notes.
Timing and Delivery
We currently expect delivery of the Senior Notes to occur on March 22, 2018, which will be
the fifth business day following the pricing of the Senior Notes (such settlement cycle being
referred to as "T+5"). Trades in the secondary market generally are required to settle in two
Business Days,

S-4

unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade Senior Notes on the date of pricing or the next two succeeding Business Days
will be required, by virtue of the fact that the Senior Notes initially will settle in T+5, to
specify an alternate settlement cycle at the time of any such trade to prevent a failed
settlement. Purchasers of Senior Notes who wish to trade Senior Notes on the date of pricing or
the next two succeeding Business Days should consult their own advisors.
Use of Proceeds
We intend to use the net proceeds of the offering for general corporate purposes. See "Use of
Proceeds".
Joint Bookrunning Managers
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Lloyds Securities Inc. and
Morgan Stanley & Co. LLC.
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Conflict of Interest
A conflict of interest (as defined by Rule 5121 of FINRA) may exist as Lloyds Securities Inc.,
an affiliate of the Issuer, may participate in the distribution of the Senior Notes. For further
information, see "Underwriting".
Governing Law
The Senior Indenture (as defined below), the Fourth Supplemental Indenture (as defined
below) and the Senior Notes are governed by, and construed in accordance with, the laws of
the State of New York.

S-5

RISK FACTORS

Prospective investors should consider carefully the risk factors incorporated by reference into this prospectus supplement and as set out
below as well as the other information set out elsewhere in this prospectus supplement (including any other documents incorporated by reference
herein) and reach their own views prior to making any investment decision with respect to the Senior Notes.

Set out below and incorporated by reference herein are certain risk factors which could have a material adverse effect on our business,
operations, financial condition or prospects and cause our future results to be materially different from expected results. Our results could also be
affected by competition and other factors. These factors should not be regarded as a complete and comprehensive statement of all potential risks
and uncertainties we face. We have described only those risks relating to our operations or an investment in the Senior Notes that we consider to
be material. There may be additional risks that we currently consider not to be material or of which we are not currently aware, and any of these
risks could have the effects set forth below. All of these factors are contingencies which may or may not occur and we are not in a position to
express a view on the likelihood of any such contingency occurring. Investors should note that they bear our solvency risk. Each of the risks
highlighted below could have a material adverse effect on the amount of principal and interest which investors will receive in respect of the Senior
Notes. In addition, each of the highlighted risks could adversely affect the trading price of the Senior Notes or the rights of investors under the
Senior Notes and, as a result, investors could lose some or all of their investment. You should consult your own financial, tax and legal advisers
regarding the risks of an investment in the Senior Notes.

We believe that the factors described below as relating to the Senior Notes represent the principal risks inherent in investing in the Senior
Notes, but we may be unable to pay interest, principal or other amounts on or in connection with the Senior Notes for other reasons and we do not
represent that the statements below regarding the risks of holding the Senior Notes are exhaustive. Prospective investors should also read the
detailed information set out elsewhere in this prospectus supplement (including any documents deemed to be incorporated by reference herein)
and reach their own views prior to making any investment decision.

Risks relating to LBG and the Group

For a description of the risks associated with LBG and the Group, see the section entitled "Risk Factors" of our Annual Report on Form 20-F
for the year ended December 31, 2017, which is incorporated by reference herein.

Risks relating to the Senior Notes

There are limitations on the remedies available to you and the Trustee should we fail to pay principal or interest on the Senior Notes.

The sole remedy in the event of any non-payment of principal or interest on the Senior Notes is that the Trustee may, on your behalf, subject to
applicable laws, institute proceedings for the winding up of LBG. In the event of a winding up of LBG, whether or not instituted by the Trustee, the
Trustee may evidence any of our obligations arising under the Senior Notes in any such winding up.

The Trustee may not, however, declare the principal amount of any outstanding Senior Note to be due and payable in the event of such non-
payment of principal or interest.

See "Description of the Senior Notes--Events of Default; Default; Limitation of Remedies" for further details.

The Senior Notes are unsecured and are effectively subordinated to our secured indebtedness.

Our Senior Notes are unsecured, will be effectively subordinated to all secured indebtedness we may incur, to the extent of the assets securing
such indebtedness. The indenture relating to our Senior Notes does not restrict our ability to incur secured indebtedness in the future. In the event
of our insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up, to the extent we have granted security over our assets, the
assets securing such indebtedness will be used to satisfy the obligations under such indebtedness before we can make payments on
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the Senior Notes. There may only be limited assets available to make payments on the Senior Notes in the event of an acceleration of the Senior
Notes and we may not have sufficient assets to pay amounts due on any or all of our Senior Notes then outstanding.

An active trading market may not develop for the Senior Notes.

Prior to the offering, there was no existing trading market for the Senior Notes. We intend to apply for listing of the Senior Notes on the New
York Stock Exchange. If, however, an active trading market does not develop or is not maintained, the market price and liquidity of the Senior
Notes may be adversely affected. In that case, holders of the Senior Notes may not be able to sell Senior Notes at a particular time or may not be
able to sell Senior Notes at a favorable price. The liquidity of any market for the Senior Notes will depend on a number of factors including:

·
the number of holders of the Senior Notes;

·
LBG's credit ratings published by major credit rating agencies;

·
our financial performance;

·
the market for similar securities;

·
the interest of securities dealers in making a market in the Senior Notes;

·
prevailing interest rates; and

·
the introduction of any financial transaction tax.

We cannot assure you that an active market for the Senior Notes will develop or, if developed, that it will continue.

LBG's credit ratings may not reflect all risks of an investment in the Senior Notes and a downgrade in credit ratings, including as a result
of changes in rating agencies' views of the level of implicit sovereign support for European banks, could adversely affect the trading prices of
the Senior Notes.

LBG's credit ratings may not reflect the potential impact of all risks relating to the market values of the Senior Notes. However, real or
anticipated changes in LBG's credit ratings will generally affect the market values of the Senior Notes. Credit rating agencies continually revise
their ratings for companies that they follow, including LBG, and as such, the credit rating of LBG may be revised, suspended or withdrawn at any
time by the assigning rating organization at their sole discretion. Any ratings downgrade could adversely affect the trading prices of the Senior
Notes or the trading markets for the Senior Notes to the extent trading markets for the Senior Notes develop, and any ratings improvement will not
necessarily increase the value of the Senior Notes and will not reduce market risk and other investment risks related to the Senior Notes. Credit
ratings (i) do not reflect the risk that interest rates may rise, which may affect the values of the Senior Notes, which accrue interest at a fixed rate,
(ii) do not address the price, if any, at which the Senior Notes may be resold prior to maturity (which may be substantially less than the original
offering price of the Senior Notes), and (iii) are not recommendations to buy, sell or hold the Senior Notes.

We may redeem the Senior Notes at any time for certain tax reasons.

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 the Senior Notes at any time in whole (but not in part) upon the
occurrence of certain tax changes as described in this prospectus supplement and accompanying prospectus.

We may redeem the Senior Notes at any time following a Loss Absorption Disqualification Event.

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 the Senior Notes at any time in whole (but not in part) upon the
occurrence of a Loss Absorption Disqualification

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Document Outline

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