Bond Lloyds Bank Group 6.657% ( US539439AE93 ) in USD

Lloyds Bank Group

100 % ▲

United Kingdom

US539439AE93 ( in USD )

6.657% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Lloyds Banking Group US539439AE93 en USD 6.657%, maturity Perpetual

1 000 USD

750 000 000 USD

539439AE9

BB ( Non-investment grade speculative )

N/A

21/05/2026 ( In 158 days )

Lloyds Banking Group is a major British multinational banking and financial services corporation, offering a range of products and services to personal and corporate customers through its various brands, including Lloyds Bank, Halifax, and Bank of Scotland.

Lloyds Banking Group (US539439AE93, CUSIP 539439AE9) issued a perpetual USD 750,000,000 bond with a 6.657% coupon rate, paying semi-annually, currently trading at 100% of par value, minimum purchase size $1,000, and rated BB by Standard & Poor's.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the
action you should take, you are recommended to seek your own personal financial advice immediately from your
stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is
authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for,
sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security, in any jurisdiction in which such an offer, invitation or solicitation is
unlawful.
A copy of this document, which comprises a prospectus relating to the Preference Shares prepared in accordance with the
Prospectus Rules made under section 73A of FSMA, has been filed with the FSA and has been made available to the public as
required by section 3.2 of the Prospectus Rules.
Certain information in relation to the Lloyds TSB Group and the HBOS Group has been incorporated by reference into this
document, as set out in the section entitled ``Documents Incorporated by Reference'' on pages 5-10 of this document.
You should read the whole of this document and the documents incorporated herein by reference. In particular, your
attention is drawn to the risk factors described in the ``Risk Factors'' set out in Part III of this document, which you
should read in full.
Lloyds TSB Group plc
(incorporated under the Companies Act 1985 and registered in Scotland with registered number 95000)
£300,000,000 9.25% Non-Cumulative Irredeemable Preference Shares
£100,000,000 9.75% Non-Cumulative Irredeemable Preference Shares
£198,065,600 6.475% Non-Cumulative Preference Shares
£750,000,000 6.0884% Non-Cumulative Fixed to Floating Rate Preference Shares
£350,002,000 6.3673% Non-Cumulative Fixed to Floating Rate Preference Shares
U.S.$750,000,000 6.413% Non-Cumulative Fixed to Floating Rate Preference Shares
U.S.$750,000,000 5.92% Non-Cumulative Fixed to Floating Rate Preference Shares
U.S.$750,000,000 6.657% Non-Cumulative Fixed to Floating Rate Preference Shares
£3,000,000,000 12% Non-Cumulative Fixed to Floating Rate Preference Shares
£1,000,000,000 12% Non-Cumulative Fixed to Floating Rate Preference Shares
(together, the ``Preference Shares'')
On 18 September 2008, the Board of HBOS plc (``HBOS'') announced that it had reached agreement with Lloyds TSB Group
plc (``Lloyds TSB'' or the ``Company'') on the terms of a recommended acquisition by Lloyds TSB of HBOS (the ``Acquisition'').
The terms of the Acquisition were subsequently amended as announced on 13 October 2008. In addition to the Acquisition, the
Lloyds TSB Board has requested that each class of preference share issued by HBOS be cancelled in exchange for preference
shares to be issued by Lloyds TSB. It is proposed that this exchange be implemented by way of a scheme of arrangement
under sections 895 to 899 of the Companies Act (the ``Preference Scheme''). Conditional upon approval of the Preference
Scheme by the HBOS Preference Shareholders and satisfaction or, where permitted, waiver of the Conditions, Lloyds TSB will
issue the Lloyds TSB 9.25% Preference Shares, Lloyds TSB 9.75% Preference Shares, Lloyds TSB 6.475% Preference Shares,
Lloyds TSB 6.0884% Preference Shares, Lloyds TSB 6.3673% Preference Shares, Lloyds TSB 6.413% Preference Shares,
Lloyds TSB 5.92% Preference Shares, Lloyds TSB 6.657% Preference Shares and Lloyds TSB 12% Preference Shares
(together, the ``New Lloyds TSB Preference Shares'').
In addition, pursuant to a Preference Share Subscription Agreement effective as of 13 October 2008, Lloyds TSB has agreed to
issue, and HM Treasury has agreed to subscribe for, 12% Non-Cumulative Fixed to Floating Rate Preference Shares with an
aggregate liquidation preference of £1,000,000,000 (the ``New HM Treasury Preference Shares'', and together with the New
Lloyds TSB Preference Shares, the ``Preference Shares''). The New HM Treasury Preference Shares will be placed directly with
HM Treasury or with one or more persons nominated by HM Treasury and will not otherwise be offered or sold. Upon the
Preference Scheme becoming effective and the New HM Treasury Preference Shares having been issued by Lloyds TSB, the
Lloyds TSB 12% Preference Shares and the New HM Treasury Preference Shares shall become fungible and treated as a
single class of preference shares, having the same rights, obligations and privileges attached thereto. The terms and conditions
of the Lloyds TSB 12% Preference Shares and the New HM Treasury Preference Shares shall be identical in all respects and
are further set out in Part IV (``Description of the Preference Shares Description of the Lloyds TSB 12% Preference Shares
and the New HM Treasury Preference Shares'') below.
Application has been made to the FSA in its capacity as competent authority under the Financial Services and Markets Act
2000 (the ``UK Listing Authority'') for the Preference Shares and the ADRs evidencing New Lloyds TSB Preference ADSs to be
admitted to the official list of the UK Listing Authority (the ``Official List'') and to the London Stock Exchange plc (the ``London
Stock Exchange'') for such Preference Shares and ADRs evidencing New Lloyds TSB Preference ADSs to be admitted to
trading on the London Stock Exchange's Regulated Market (the ``Market''). References in this Prospectus to Preference Shares
and ADRs evidencing New Lloyds TSB Preference ADSs being ``listed'' (and all related references) shall mean that such
Preference Shares and ADRs evidencing New Lloyds TSB Preference ADSs have been admitted to trading on the Market and
have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the
European Parliament and of the Council on markets in financial instruments.
The New Lloyds TSB Preference Shares and the New Lloyds TSB Preference ADSs will not be registered under the U.S.
Securities Act of 1933 (the ``Securities Act'') in reliance upon the exemption from the registration requirements of the Securities
Act provided by section 3(a)(10) thereof. The New HM Treasury Preference Shares will not be registered under the Securities
Act and are offered and sold outside the United States persons in accordance with Regulation S under the Securities Act.
Neither the U.S. Securities and Exchange Commission (the ``SEC'') nor any state securities commission has approved or
disapproved the Preference Shares or the New Lloyds TSB Preference ADSs or passed upon the adequacy of this document,
the Scheme Circular or any of the accompanying documents. Any representation to the contrary is a criminal offence in the
United States.
20 November 2008

Lloyds TSB accepts responsibility for the information contained in this document (the ``Responsible
Person''). To the best of the knowledge of the Company (which has taken all reasonable care to
ensure that such is the case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see ``Documents Incorporated by Reference'' below).
No person is, or has been, authorised to give any information or to make any representation other
than as contained in this Prospectus in its entirety in connection with the Issues and, if given or
made, such information or representation must not be relied upon as having been authorised by
the Company. The delivery of this Prospectus shall not, under any circumstances, create any
implication that there has been no change in the affairs of Lloyds TSB Group since the date hereof
or the date upon which this document has been most recently amended or supplemented or that
any other information supplied in connection with the Issues is correct as of any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the
same. Neither this Prospectus nor any other information supplied in connection with the Issues (i)
is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Company that any recipient of this
Prospectus or any other information supplied in connection with the Issues should purchase any
Preference Shares. Each investor contemplating participating in the Issues should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Company. Neither this Prospectus nor any other information supplied in
connection with the Issues constitutes an offer of, or an invitation by or on behalf of the Company
to any person to subscribe for or purchase, any Preference Shares.
This Prospectus does not constitute or form part of, and should not be construed as, an offer for
sale or subscription of, or a solicitation of any offer to buy or subscribe for, the Preference Shares.
The distribution of this document may nonetheless be restricted by law in certain jurisdictions.
Persons into whose possession this document comes are required by the Company to inform
themselves about, and to observe, any such restrictions. This Prospectus does not constitute an
offering in any circumstances in which such offering is unlawful. The Company will not incur any
liability for its own failure or the failure of any other person or persons to comply with the
provisions of any such restrictions.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to ``£'',
``pounds'', ``sterling'' and ``pence'' are to pounds sterling. References in this Prospectus to ``U.S.
dollars'', ``dollars'' or the signs ``U.S.$'' or ``$'' shall be construed as references to the lawful
currency for the time being of the United States of America.
2
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

PRESENTATION OF INFORMATION AND GENERAL INFORMATION
FINANCIAL INFORMATION
Unless otherwise indicated, financial information for Lloyds TSB and the Lloyds TSB Group in this
document has been extracted without material adjustment from the Lloyds TSB Interim Results for
the six months ended 30 June 2008 published on 30 July 2008 prepared in accordance with the
Disclosure and Transparency Rules and with IAS 34, ``Interim Financial Reporting'', as adopted by
the European Union, is presented in pounds sterling, and is unaudited. For further information, see
``Accounting policies, presentation and estimates'' on page 36 of the Lloyds TSB Interim Results
(such page being incorporated into this document by reference). See also note 2 ``Segmental
analysis'' on pages 37-38 of the Lloyds TSB Interim Results (such pages being incorporated by
reference into this document) and section 5 (``Summary of Total Income, Net of Insurance Claims,
by Division'') of Part VII (``Information on the Lloyds TSB Group'') of the Share Circular (such
section being incorporated by reference into this document). Unless otherwise indicated, financial
information for HBOS and the HBOS Group in this document has been extracted without material
adjustment from the condensed consolidated half year financial statements of HBOS prepared in
accordance with the Disclosure and Transparency Rules and with IAS 34 ``Interim Financial
Reporting'' as adopted by the European Union, and is unaudited. For further information, see
``Condensed Financial Statements'' on pages 74 and 75 of the HBOS Interim Results (such section
being incorporated by reference into this document).
ENLARGED GROUP
Unless the context otherwise requires, references in this document to the ``Enlarged Group'' are to
Lloyds TSB and its subsidiaries and subsidiary undertakings and, where the context requires, its
associated undertakings as constituted immediately following completion of the Acquisition and
therefore such references include the Lloyds TSB Group as enlarged by the HBOS Group.
NO PROFIT FORECAST
No statement in this document or incorporated by reference into this document is intended to
constitute a profit forecast or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than
those for the relevant preceding financial periods for either Lloyds TSB or HBOS, as appropriate.
ROUNDING
Certain figures included in this document and in the information incorporated by reference into this
document have been subject to rounding adjustments. Accordingly, discrepancies in tables between
the totals and the sums of the relevant amounts are due to such rounding.
WEBSITES
Neither the content of the Lloyds TSB Group's nor HBOS's website (or any other website) nor the
content of any website accessible from hyperlinks on the Lloyds TSB Group's nor HBOS's website
(or any other website) is incorporated into, or forms part of, this document.
TIME
All references in this document to times are to UK time unless otherwise stated.
DEFINITIONS
Capitalised terms used in this document have the meanings ascribed to them in Part XX
(``Definitions'') of this document.
FORWARD-LOOKING STATEMENTS
This document and the information incorporated by reference to this document includes certain
``forward-looking statements''. Statements that are not historical facts, including statements about
the Lloyds TSB Group's or the HBOS Group's or their respective 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
3
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

statements. By their nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend upon future circumstances that may or may not occur, many of which
are beyond the Company's control and all of which are based on the Lloyds TSB Directors' current
beliefs and expectations about future events. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual results, performance or
achievements of Lloyds TSB, HBOS or the Enlarged Group, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on numerous assumptions
regarding Lloyds TSB's, HBOS' and the Enlarged Group's present and future business strategies
and the environment in which the Enlarged Group will operate in the future. These forward-looking
statements speak only as at the date of this document.
HBOS Preference Shareholders should specifically consider all of the information set out in, and
incorporated by reference into, this document before making any investment decision. In particular,
HBOS Preference Shareholders should consider the risks, uncertainties and other factors as set
out in Part III (``Risk Factors'') of this document, which include general risks relating to the Lloyds
TSB Group and, if the Acquisition becomes effective, the Enlarged Group, risks relating to the
Acquisition, risks relating to the Placing and Open Offer and to investment in Lloyds TSB Shares
and risks relating to the Preference Shares.
Except as required by the FSA, the London Stock Exchange, the Listing Rules, the Prospectus
Rules, the Disclosure and Transparency Rules or any other applicable law or regulation, the
Company expressly disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this document or incorporated by
reference into this document to reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on which any such statement is
based.
General Notice
Nothing contained in this document nor the information incorporated by reference herein is
intended to constitute or should be construed as business, investment, legal, tax, accounting or
other professional advice. This document is for your information only and nothing in this document
is intended to endorse or recommend a particular course of action. You should consult with an
appropriate professional for specific advice rendered on the basis of your situation.
4
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report and Accounts for each of the financial years ended 31 December 2007, 2006
and 2005, the 2008 Interim Results for the half year ended 30 June 2008 as well as the Annual
Report on Form 20-F for the year ending 31 December 2007 and the reports on Form 6-K dated
11 July 2008, 19 September 2008, 3 November 2008, 4 November 2008 of the Lloyds TSB Group
are available for inspection in accordance with section 16 (``Documents Available for Inspection'') of
Part XVIII (``Additional Information'') of this document and contain information which is relevant to
the Acquisition and/or the Issues. These documents are also available on Lloyds TSB's website at
www.investorrelations.lloydstsb.com.
The Annual Report and Accounts for each of the financial years ended 31 December 2007, 2006,
and 2005 and the 2008 Interim Results for the half year ended 30 June 2008 of the HBOS Group
are available for inspection in accordance with section 16 (``Documents Available for Inspection'') of
Part XVIII (``Additional Information'') of this document and contain information which is relevant to
the Acquisition and/or the Issues. These documents are also available on HBOS' website at
www.hbosplc.com/investors.
The Share Circular dated 3 November 2008 and the Lloyds TSB Placing and Open Offer
Prospectus dated 18 November 2008 prepared by Lloyds TSB in connection with the Acquisition,
the Issues and the Placing and Open Offer are available for inspection in accordance with
section 16 (``Documents Available for Inspection'') of Part XVIII (``Additional Information'') of this
document. It contains information which is relevant to the Acquisition and/or the Issues. This
document is also available at www.investorrelations.lloydstsb.com.
In addition, the HBOS Rights Issue Prospectus, the HBOS Placing and Open Offer Prospectus, the
HBOS 6.657% Preference Share Prospectus, Lloyds TSB's Memorandum and Articles of
Association and the Regulatory News Service Announcement of Lloyds TSB dated 18 September
2008 (as subsequently amended) are available for inspection in accordance with section 16
(``Documents Available for Inspection'') of Part XVIII (``Additional Information'') of this document.
The table below sets out the various sections of such documents which are incorporated by
reference into this document so as to provide the information required under the Prospectus Rules
and to ensure the Preference Scheme Shareholders and others are aware of all information which
is necessary to enable Preference Scheme Shareholders and others to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of
Lloyds TSB and the Enlarged Group.
1
Lloyds TSB Information Incorporated by Reference
Page number
in such
Document
Section
document
Annual Report and Accounts 2005
Independent Auditors' Report
58
Annual Report and Accounts 2005
Consolidated Income Statement
59
Annual Report and Accounts 2005
Consolidated Balance Sheet
60-61
Annual Report and Accounts 2005
Consolidated Statement of Changes in
62
Equity
Annual Report and Accounts 2005
Consolidated Cash Flow Statement
63
Annual Report and Accounts 2005
Notes to the Accounts
64-120(1)
Annual Report and Accounts 2005
Note 49 (``Related Party Transactions'')
104-105
Annual Report and Accounts 2006
Independent Auditor's Report
62
Annual Report and Accounts 2006
Consolidated Income Statement
63
Annual Report and Accounts 2006
Consolidated Balance Sheet
64-65
Annual Report and Accounts 2006
Consolidated Statement of Changes in
66
Equity
Annual Report and Accounts 2006
Consolidated Cash Flow Statement
67
Annual Report and Accounts 2006
Notes to the Accounts
68-120(1)
Annual Report and Accounts 2006
Note 45 (``Related Party Transactions'')
111
Annual Report and Accounts 2007
Directors' Remuneration Report
64-75
Annual Report and Accounts 2007
Independent Auditors' Report
76
Annual Report and Accounts 2007
Consolidated Income Statement
77
5
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

Page number
in such
Document
Section
document
Annual Report and Accounts 2007
Consolidated Balance Sheet
78-79
Annual Report and Accounts 2007
Consolidated Statement of Changes in
80
Equity
Annual Report and Accounts 2007
Consolidated Cash Flow Statement
81
Annual Report and Accounts 2007
Notes to the Accounts
82-147(1)
Annual Report and Accounts 2007
Note 45 (``Related Party Transactions'')
131-132
Annual Report on Form 20-F, for the year
Consolidated Income Statement
F-3
ending 31 December 2007
Annual Report on Form 20-F, for the year
Consolidated Balance Sheet
F-4-F-5
ending 31 December 2007
Annual Report on Form 20-F, for the year
Consolidated Statement of Changes in
F-6
ending 31 December 2007
Equity
Annual Report on Form 20-F, for the year
Consolidated Cash Flow Statement
F-7
ending 31 December 2007
Annual Report on Form 20-F, for the year
Notes to the Financial Statements
F-8-F-77
ending 31 December 2007
Annual Report on Form 20-F, for the year
Independent Auditors' Report
F-2
ending 31 December 2007
Annual Report on Form 20-F, for the year
Operating and Financial Review and
3, 15-74
ending 31 December 2007
Prospects
Annual Report on Form 20-F for the year
Compensation Report
83-93
ending 31 December 2007
Annual Report on Form 20-F, for the year
Business Review Report
6-11
ending 31 December 2007
Annual Report on Form 20-F, for the year
Financial Soundness
62-74
ending 31 December 2007
2008 Interim Results for the half year ended Consolidated Income Statement
30
30 June 2008 (also furnished on page 35 of (unaudited)
Form 6-K, report dated 30 July 2008)
2008 Interim Results for the half year ended Consolidated Balance Sheet (unaudited)
31
30 June 2008 (also furnished on page 36 of
Form 6-K, report dated 30 July 2008)
2008 Interim Results for the half year ended Consolidated Statement of Changes in
32-33
30 June 2008 (also furnished on pages 36
Equity
to 37 of Form 6-K, report dated 30 July
2008)
2008 Interim Results for the half year ended Consolidated Cash Flow Statement
34
30 June 2008 (also furnished on page 38 of (unaudited)
Form 6-K, report dated 30 July 2008)
2008 Interim Results for the half year ended Notes to the Condensed Interim Financial
35-45
30 June 2008 (also furnished on pages 39
Statements
to 49 of Form 6-K, report dated 30 July
2008)
2008 Interim Results for the half year ended Independent Review Report
47
30 June 2008 (also furnished on page 51 of
Form 6-K, report dated 30 July 2008)
Share Circular
Part III (``Principal Terms of the
47-52
Acquisition'')
Share Circular
Part V (``Conditions Relating to the
57-58
Proposed Government Funding'')
Share Circular
Part VI (``Principal Terms of the
59-60
Capitalisation Issue'')
Share Circular
Part VII (``Information on the Lloyds TSB
61-71
Group'') including the Lloyds TSB Interim
Management Statement (issued on 3
6
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

Page number
in such
Document
Section
document
November 2008) and also furnished on
Form 6-K report dated 3 November 2008
Share Circular
Part X (``Reconciliation of Accounting
235-237
Policies'')
Share Circular
Part XII (``Additional Information''),
254-258
section 9.1 (``Lloyds TSB Material
Contracts'')
Share Circular
Part XII (``Additional Information''),
262-263
section 10 (``Related Party Transactions'')
Share Circular
Part XII (``Additional Information''),
263-265
section 11.1.3 (``Litigation Office of
Foreign Assets Control'')
Report on Form 6-K dated 4 November
Notice of General Meeting
whole
2008
document
Report on Form 6-K dated 3 November
Notice of availability of Shareholder
whole
2008
Circular
document
Report on Form 6-K dated 19 September
Announcement of Placing
whole
2008
document
Report on Form 6-K dated 11 July 2008
Segmental Analysis Restatement
whole
document
Lloyds TSB's Memorandum and Articles of Whole Documents
Association
Regulatory News Service Announcement
Announcement made by Lloyds TSB on
whole
(also furnished on Form 6-K, report dated
18 September 2008 of the Acquisition, as
document
14 October 2008)
supplemented by the announcement
made on 13 October 2008 announcing the
revised terms of the Acquisition.
Lloyds TSB Placing and Open Offer
Part III, Part B (``Expected Timetable of
37-38
Prospectus
Principal Events'')
Lloyds TSB Placing and Open Offer
Part A (``Letter from Sir Victor Blank, the
42-61
Prospectus
Chairman of Lloyds TSB Group plc'') of
Part VI (``Information on the Acquisition'')
Lloyds TSB Placing and Open Offer
Part B (``Further Information on the
62
Prospectus
Acquisition'') of Part VI (``Information on
the Acquisition'')
Lloyds TSB Placing and Open Offer
Part VIII (``Terms and Conditions of the
77-102
Prospectus
Placing and Open Offer'')
Lloyds TSB Placing and Open Offer
Part XIII (``Operating and Financial Review
116-133
Prospectus
Relating to Lloyds TSB'') except for
paragraphs 1, 2, 3 and 4
Lloyds TSB Placing and Open Offer
Part XVIII (``Unaudited Pro Forma Net
145-151
Prospectus
Assets Statement of the Enlarged Group
as at 30 June 2008'')
Lloyds TSB Placing and Open Offer
Section 3 (``Interests of the Lloyds TSB
161-163
Prospectus
Directors'') of Part XX (``Directors,
Corporate Governance and Employees'')
Lloyds TSB Placing and Open Offer
Section 4.1 (``The Chairman and the
163-164
Prospectus
Executive Directors of Lloyds TSB'') of
Part XX (``Directors, Corporate
Governance and Employees'')
Lloyds TSB Placing and Open Offer
Section 9 (``Directorships and
169-172
Prospectus
Partnerships'') of Part XX (``Directors,
Corporate Governance and Employees'')
7
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

2
HBOS Information Incorporated by Reference
Page number
in such
Document
Section
document
Annual Report and Accounts 2005
Independent Auditors' Report
95
Annual Report and Accounts 2005
Consolidated Income Statement
101
Annual Report and Accounts 2005
Consolidated Balance Sheet
102-103
Annual Report and Accounts 2005
Consolidated Statement of Recognised
105
Income and Expense
Annual Report and Accounts 2005
Consolidated Cash Flow Statement
106-107
Annual Report and Accounts 2005
Notes to the Accounts
109-179
Annual Report and Accounts 2005
Note 50 (Related Party Transactions'')
165-166
and 51 (``Transactions with Key
Management Personnel'')
Annual Report and Accounts 2006
Independent Auditors' Report
123
Annual Report and Accounts 2006
Consolidated Income Statement
124
Annual Report and Accounts 2006
Consolidated Balance Sheet
125-126
Annual Report and Accounts 2006
Consolidated Statement of Recognised
127
Income and Expenses
Annual Report and Accounts 2006
Consolidated Cash Flow Statement
127-128
Annual Report and Accounts 2006
Notes to the Accounts
131-191
Annual Report and Accounts 2006
Note 47 (``Related Party Transactions'')
187-188
and Note 48 (``Transactions with Key
Management Personnel'')
Annual Report and Accounts 2007
Independent Auditors' Report
152
Annual Report and Accounts 2007
Consolidated Income Statement
153
Annual Report and Accounts 2007
Consolidated Balance Sheet
154-155
Annual Report and Accounts 2007
Consolidated Statement of Recognised
156
Income and Expenses
Annual Report and Accounts 2007
Consolidated Cash Flow Statement
156-157
Annual Report and Accounts 2007
Notes 47 (``Related Party Transactions'')
221-223
and 48 (``Transactions with Key
Management Personnel'')
Annual Report and Accounts 2007
Notes to the Financial Statements
160-223(1)
2008 Interim Results for the half year ended Condensed Financial Statements
74-75
30 June 2008
2008 Interim Results for the half year ended Consolidated Income Statement
76
30 June 2008
(unaudited)
2008 Interim Results for the half year ended Consolidated Balance Sheet (unaudited)
77
30 June 2008
2008 Interim Results for the half year ended Consolidated Statement of Recognised
78
30 June 2008
Income and Expense (unaudited)
2008 Interim Results for the half year ended Consolidated Cash Flow Statement
79-80
30 June 2008
(unaudited)
2008 Interim Results for the half year ended Notes to the Condensed Financial
81-94
30 June 2008
Statements
2008 Interim Results for the half year ended Independent Review Report
95
30 June 2008
Share Circular
Part XII section 9.2 (``HBOS Material
259-262
Contracts'')
Share Circular
Part XIII (``HBOS Interim Management
271-273
Statement 3 November 2008'')
HBOS 6.657% Preference Share
Section ``Description of the American
145-155
Prospectus
Depositary Receipts''
8
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

Page number
in such
Document
Section
document
HBOS Rights Issue Prospectus
Part XIV (``Operating and Financial
73-116
Review of HBOS'')
HBOS Rights Issue Prospectus
Part XV (``Selected Statistical and Other
117-121
Information'')
HBOS Rights Issue Prospectus
Section 18 (``Litigation'') of Part XVIII
189
(``Additional Information'')
HBOS Placing and Open Offer Prospectus Part X (``Information on the HBOS Group'')
70-73
HBOS Placing and Open Offer Prospectus Part XIII (``Operating and Financial Review
83-128
Relating to HBOS'')
HBOS Placing and Open Offer Prospectus Part XVI (``Risk Management'')
135-152
HBOS Placing and Open Offer Prospectus Section 7 (``Directors'') of Part XXII
187-198
(``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 9 (``HBOS Directors' interests in
199-204
the Company'') of Part XXII (``Additional
Information'')
HBOS Placing and Open Offer Prospectus Section 10 (except 10.7 and 10.8) (``Major
204-205
Shareholders'') of Part XXII (``Additional
Information'')
HBOS Placing and Open Offer Prospectus Section 11 (``Remuneration and Benefits'')
206-207
of Part XXII (``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 12.1 (``Employees HBOS
208-209
Group'') of Part XXII (``Additional
Information'')
HBOS Placing and Open Offer Prospectus Section 13 (``The HBOS Share Schemes'')
209-215
of Part XXII (``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 14.1 (``Pension Schemes'') of Part
215
XXII (``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 15.1 and 15.2 (``Significant
216-217
Subsidiary and associated undertakings'')
of Part XXII (``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 16 (first paragraph) (``Property
217
and Environment'') of Part XXII
(``Additional Information'')
HBOS Placing and Open Offer Prospectus Paragraphs 17.1.6 of section 17 (``Material
217-221
Contracts'') of Part XXII (``Additional
Information'')
HBOS Placing and Open Offer Prospectus Section 18.1 (``Litigation HBOS'') of Part
222-224
XXII (``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 19 (except second last paragraph)
224-225
(``Capital Resources and Liquidity'') of Part
XXII (``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 20 (``Statutory Auditors'') of Part
226
XXII (``Additional Information'')
HBOS Placing and Open Offer Prospectus Section 21 (first paragraph) (``No
226
Significant Change'') of Part XXII
(``Additional Information'')
(1) Including such other information in the relevant Annual Report and Accounts as is cross-referenced therein.
Information that is itself incorporated by reference in the above documents is not incorporated by
reference into this Prospectus. It should be noted that, except as set forth above, no other portion
of the above documents are incorporated by reference into this Prospectus.
9
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA

TABLE OF CONTENTS
Page
PRESENTATION OF INFORMATION AND GENERAL INFORMATION
3
PART I EXPLANATORY STATEMENT
11
PART II PART A SUMMARY
19
PART II PART B OVERVIEW OF THE PREFERENCE SHARES
24
PART III RISK FACTORS
57
PART IV DESCRIPTION OF THE PREFERENCE SHARES
78
PART V INFORMATION ON THE LLOYDS TSB GROUP
155
PART VI INFORMATION ON THE HBOS GROUP
156
PART VII REGULATION AND SUPERVISION IN THE UNITED KINGDOM
157
PART VIII HISTORICAL FINANCIAL INFORMATION RELATING TO LLOYDS TSB
Part A Audited Financial Information
165
PART VIII HISTORICAL FINANCIAL INFORMATION RELATING TO LLOYDS TSB
Part B Unaudited Interim Information
167
PART IX OPERATING AND FINANCIAL REVIEW RELATING TO LLOYDS TSB
168
PART X CAPITAL RESOURCES LLOYDS TSB GROUP
169
PART XI HISTORICAL FINANCIAL INFORMATION RELATING TO HBOS
Part A: Audited Financial Information
175
PART XI HISTORICAL FINANCIAL INFORMATION RELATING TO HBOS
Part B: Unaudited Interim Information
176
PART XII OPERATING AND FINANCIAL REVIEW RELATING TO HBOS
177
PART XIII CAPITAL RESOURCES ENLARGED GROUP
178
PART XIV RECONCILIATION OF ACCOUNTING POLICIES
179
PART XV UNAUDITED PRO FORMA NET ASSETS STATEMENT OF THE ENLARGED
GROUP AS AT 30 JUNE 2008
180
PART XVI UNITED KINGDOM TAXATION
181
PART XVII DIRECTORS AND CORPORATE GOVERNANCE
183
PART XVIII ADDITIONAL INFORMATION
191
PART XIX RESTRICTIONS
214
PART XX DEFINITIONS
218
10
c99583pu010
Proof
6:
20.11.08
B/L
Revision:
0
Operator
PutA