Bond Lloyds Bank Group 4.582% ( US539439AM10 ) in USD

Issuer Lloyds Bank Group
Market price 100.079 %  ▲ 
Country  United Kingdom
ISIN code  US539439AM10 ( in USD )
Interest rate 4.582% per year ( payment 2 times a year)
Maturity 09/12/2025 - Bond has expired



Prospectus brochure of the bond Lloyds Banking Group US539439AM10 in USD 4.582%, expired


Minimal amount /
Total amount /
Cusip 539439AM1
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Detailed description 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's USD-denominated bond (ISIN: US539439AM10, CUSIP: 539439AM1), maturing on 09/12/2025, currently trades at 99.275% of par value, offers a 4.582% coupon with semi-annual payments, and is rated BBB- by S&P and Baa1 by Moody's.







IMPORTANT INFORMATION
NOT FOR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THE EXCHANGE OFFER (AS DEFINED IN THE EXCHANGE OFFER MEMORANDUM) IS AVAILABLE
ONLY TO (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN PRIVATE TRANSACTIONS IN
RELIANCE UPON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY SECTION 4(A)(2) AND (2) OUTSIDE THE UNITED STATES, TO PERSONS OTHER
THAN "U.S. PERSONS" AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT IN OFFSHORE
TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to
the attached Exchange Offer Memorandum, whether downloaded, received by e-mail or otherwise received and you
are therefore required to read this disclaimer page carefully before reading, accessing or making any other use of the
attached document. In accessing or otherwise viewing the attached Exchange Offer Memorandum, you agree to be
bound by the following terms and conditions, including any modifications to them from time to time, each time you
receive any information from us as a result of such access.
NOTHING IN THIS DOCUMENT OR ANY DISTRIBUTION THEREOF CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NEW NOTES
(AS DEFINED IN THE EXCHANGE OFFER MEMORANDUM) HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
OTHER JURISDICTION AND MAY NOT BE OFFERED OF SOLD WITHIN THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR
LOCAL SECURITIES LAWS.
NONE OF THE EXCHANGE OFFER MEMORANDUM OR ANY RELATED DOCUMENT HAS BEEN FILED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR FILED WITH OR REVIEWED BY ANY
U.S. STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY OF ANY
COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF ANY SUCH
DOCUMENTS AND IT IS UNLAWFUL AND A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION
TO THE CONTRARY.
THE EXCHANGE OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE EXCHANGE OFFER MEMORANDUM IN
WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS REQUIREMENT MAY
RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF THE UNITED STATES OR OTHER
JURISDICTIONS.
Confirmation of Representations: In order to be eligible to view the Exchange Offer Memorandum or make an
investment decision with respect to the Exchange Offer, investors must certify that they are (i) not resident in the
United States and, to the extent they exchange the securities described in the Exchange Offer Memorandum, they
will be doing so pursuant to Regulation S or (ii) they are acting on behalf of or are a QIB. The Exchange Offer
Memorandum is being sent to prospective investors on the basis that by accessing or otherwise viewing the
Exchange Offer Memorandum, each prospective investor shall be deemed to have represented that (iii) it is not a
person to whom it is unlawful to send the attached Exchange Offer Memorandum or to make an invitation under the
Exchange Offer under applicable laws, and (iv) that it consents to delivery of the Exchange Offer Memorandum by
electronic transmission.
Actions that you may not take. You should not reply by email to this announcement, and you may not purchase
any securities by doing so. Any reply email communications, including those you generate by using the "Reply"
function on your email software, will be ignored or rejected.




Each prospective investor is reminded that the Exchange Offer Memorandum has been delivered to it on the basis
that it is a person into whose possession the Exchange Offer Memorandum may be lawfully delivered in accordance
with the laws of the jurisdiction in which it is located and prospective investors may not, nor are prospective
investors authorized to, deliver the Exchange Offer Memorandum to any other person. Each prospective investor
will not transmit the Exchange Offer Memorandum (or any copy of it or part thereof) or disclose, whether orally or
in writing, any of its contents to any other person except with the consent of the Offeror (as defined in the Exchange
Offer Memorandum). However, if you have recently sold or otherwise transferred any Old Notes (as defined in the
Exchange Offer Memorandum), you should immediately notify the transferee that it will have to certify that it is an
eligible holder of Old Notes if it wishes to participate in the Exchange Offer.
The materials relating to the Exchange Offer described in the Exchange Offer Memorandum do not constitute, and
may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not
permitted by law. If a jurisdiction requires that an exchange offer be made by a licensed broker or dealer and any of
the Dealer Managers (as defined herein) or any affiliate of such Dealer Managers is a licensed broker or dealer in
that jurisdiction, the Exchange Offer shall be deemed to be made by such Dealer Managers or such affiliates on
behalf of the Offeror in such jurisdiction. Under no circumstances shall the Exchange Offer Memorandum constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the New Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
The Exchange Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances
where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
The Exchange Offer Memorandum has been provided to or sent to prospective investors in an electronic form.
Prospective investors are reminded that documents transmitted via this medium may be altered or changed during
the process of electronic transmission and consequently none of the Offeror, the Dealer Managers or any person who
controls any of them nor any director, officer, employee or agent of any of them nor any affiliate of any of them
accepts any liability or responsibility whatsoever in respect of any difference between the Exchange Offer
Memorandum distributed to prospective investors in electronic format and the hard copy version available to
prospective investors on request from the Exchange Agent (as defined herein) or from the Dealer Managers.
Restrictions: The Exchange Offer and the Exchange Offer Memorandum are, respectively, subject to offer and
distribution restrictions in, among other countries, the United States, the United Kingdom, Belgium, Canada, France,
Hong Kong, Italy, Singapore, Switzerland and Taiwan. The Exchange Offer Memorandum does not constitute an
invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to whom, the making of
such invitation would not be in compliance with the laws or regulations of such jurisdiction.






EXCHANGE OFFER MEMORANDUM
CONFIDENTIAL

Lloyds Banking Group plc
Offer to Exchange Any and All Outstanding Notes Listed below for Subordinated Debt Securities due 2025 of Lloyds Banking Group plc
(CUSIP 539439AH2 and G5533WBU0):
2025 New
Hypothetical
Hypothetical
Bloomberg
2020 Old Notes
Notes Fixed
Early
Total Exchange
Exchange
Principal Amount
Reference Treasury
Reference
Fixed Spread
Spread (basis
Participation
Consideration
Consideration
Old Notes
CUSIP
Outstanding
Security
Page
(basis points)
points)
Payment(1)
(1)(2)(3)
(1)(2)(3)(4)
Lloyds Bank plc 6.50% Fixed
53947NAA2
$2,000,000,000
1.375% due
PX1
100
235
$50
$1,170.56
$1,120.56
Rate Lower Tier 2 Notes due
53947QAA5
October 31, 2020
2020

(1)
Per $1,000 principal amount of 2020 Old Notes accepted for exchange.
(2)
The Exchange Consideration for each $1,000 principal amount of 2020 Old Notes tendered after the Early Participation Date (as defined below) but at or prior to the Expiration
Deadline (as defined below) will be 2025 New Notes in a principal amount equal to the Total Exchange Consideration less the Early Participation Payment.
(3)
The Hypothetical Total Exchange Consideration is based on the fixed spread for the 2020 Old Notes to the yield on the Reference U.S. Treasury Security as of 11:00 a.m., New
York City time, on November 20, 2015. The information provided in the above table is for illustrative purposes only. See Annex A to this Exchange Offer Memorandum for the
formula to be used to calculate the Total Exchange Consideration.
(4)
The Hypothetical Exchange Consideration is equal to the Hypothetical Total Exchange Consideration less the Early Participation Payment.
Offer to Exchange Any and All Outstanding Notes Listed below for 5.300% Subordinated Debt Securities due 2045 of Lloyds Banking
Group plc (CUSIP 539439AJ8 and G5533WBV8):
Hypothetical
2045 New
Hypothetical
Hypothetical
Hypothetical
2045 New
Principal
Reference
Bloomberg
2033 Old Notes
Notes Fixed
Early
Total Exchange
Exchange
2045 New
Notes
Amount
Treasury
Reference
Fixed Spread
Spread (basis
Participation
Consideration
Consideration
Notes
Exchange
Old Notes
CUSIP
Outstanding
Security
Page
(basis points)
points)
Payment(1)
(1)(2)(3)
(1)(2)(3)(5)
Value(4)(6)
Ratio(7)
HBOS plc 6.00%
4041A2AF1
$750,000,000
2.875% due
PX1
180
230
$50
$1,141.25
$1,091.25
$998.04
$1,143.49
Subordinated
4041A3AG7
August 15, 2045
Notes due 2033

(1)
Per $1,000 principal amount of 2033 Old Notes accepted for exchange.
(2)
The Exchange Consideration for each $1,000 principal amount of 2033 Old Notes tendered after the Early Participation Date but at or prior to the Expiration Deadline will be the
Total Exchange Consideration less the Early Participation Payment.
(3)
The Hypothetical Total Exchange Consideration is based on the fixed spread for the 2033 Old Notes to the yield on the Reference U.S. Treasury Security as of 11:00 a.m., New
York City time, on November 20, 2015. The information provided in the above table is for illustrative purposes only. See Annex A to this Exchange Offer Memorandum for the
formula to be used to calculate the Total Exchange Consideration.
(4)
Per $1,000 principal amount of 2045 New Notes.
(5)
The Hypothetical Exchange Consideration is equal to the Hypothetical Total Exchange Consideration less the Early Participation Payment.
(6)
The Hypothetical 2045 New Notes Value is shown for illustrative purposes only and will be determined as of 11:00 a.m., New York City time, on December 8, 2015 in accordance
with the formula set forth in Annex A.
(7)
The Hypothetical 2045 New Notes Exchange Ratio is equal to (a) the Hypothetical Total Exchange Consideration, divided by (b) the Hypothetical 2045 New Notes Value
multiplied by (c) $1,000. Such amount represents the aggregate principal amount of 2045 New Notes a holder would receive for each $1,000 of 2033 Old Notes tendered at or prior
to the Early Participation Date.
THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 21, 2015 (SUCH TIME AND
DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DEADLINE"). TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL
EXCHANGE CONSIDERATION (AS DEFINED BELOW), WHICH INCLUDES THE EARLY PARTICIPATION PAYMENT (AS DEFINED BELOW),
HOLDERS MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR OLD NOTES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON DECEMBER 7, 2015, UNLESS EXTENDED (SUCH DATE AND TIME AS THEY MAY BE EXTENDED BY US, THE "EARLY PARTICIPATION
DATE"). HOLDERS WHO TENDER AFTER THE EARLY PARTICIPATION DATE BUT AT OR PRIOR TO THE EXPIRATION DEADLINE WILL ONLY
BE ELIGIBLE TO RECEIVE THE APPLICABLE EXCHANGE CONSIDERATION SPECIFIED HEREIN, WHICH DOES NOT INCLUDE THE EARLY
PARTICIPATION AMOUNT.
OLD NOTES (AS DEFINED BELOW) TENDERED MAY BE VALIDLY WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
DECEMBER 7, 2015, BUT NOT THEREAFTER, UNLESS OTHERWISE REQUIRED BY LAW (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED, THE "WITHDRAWAL DEADLINE").
Lloyds Banking Group plc (the "Offeror"), on behalf of HBOS plc and Lloyds Bank plc, is offering to exchange, on the terms and conditions
described in this Exchange Offer Memorandum, (i) any and all outstanding 6.50% Fixed Rate Lower Tier 2 Notes due 2020 issued by Lloyds Bank plc
and guaranteed by the Offeror (the "2020 Old Notes") for Subordinated Debt Securities due 2025 issued by Offeror (the "2025 New Notes") (the "2025
Exchange Offer"), and (ii) any and all outstanding 6.00% Subordinated Notes due 2033 issued by HBOS plc (the "2033 Old Notes" and, together with the
2020 Old Notes, the "Old Notes") for 5.300% Subordinated Debt Securities due 2045 (the "2045 New Notes" and, together with the 2025 New Notes, the
"New Notes") issued by the Offeror (the "2045 Exchange Offer" and, together with the 2025 Exchange Offer, the "Exchange Offer"). The 2045 New




Notes will constitute a further issuance of, form a single series with, and have the same CUSIP numbers as the Offeror's 5.300% Subordinated Debt
Securities due 2045, which are expected to be issued on December 1, 2015 (the "2045 Original Notes").
The 2025 New Notes will mature on December 10, 2025 and will bear interest at a rate per annum (the "2025 New Notes Coupon") equal to the sum
of (a) the bid-side yield on the 2.25% U.S. Treasury Security due November 15, 2025 (the "2025 New Notes Reference Security"), as calculated by the
Dealer Managers in accordance with standard market practice, that equates to the bid-side price of the 2025 New Notes Reference Security, as of the
Pricing Time (as defined below), as displayed on the Bloomberg Reference page PX1 (or any recognized quotation source selected by the Dealer
Managers if such quotation report is not available or manifestly erroneous) plus (b) a fixed spread of 235 basis points, such sum rounded to the third
decimal place when expressed as a percentage.
The aggregate principal amount of 2045 New Notes a holder of the 2033 Old Notes will be eligible to receive will reference the 2045 New Notes
Value. The 2045 New Notes Value will equal the discounted value on the Early Settlement Date (as defined below) of the remaining payments of
principal and interest (excluding accrued and unpaid interest to but not including the Early Settlement Date) per $1,000 principal amount of the 2045 New
Notes through the maturity date of the 2045 New Notes, using a yield equal to the sum, as calculated by the Dealer Managers, of (a) the bid-side yield on
the 2.875% U.S. Treasury Security due August 15, 2045, as of the Pricing Time, as displayed on the Bloomberg Reference page PX1 (or any recognized
quotation source selected by the Dealer Managers if such quotation report is not available or manifestly erroneous) plus (b) a fixed spread of 230 basis
points. The 2045 New Notes Value will be rounded to the nearest cent per $1,000 principal amount of 2045 New Notes.
The 2045 New Notes Exchange Ratio is equal to (1) the Total Exchange Consideration or the Exchange Consideration, as the case may be, divided
by (2) the 2045 New Notes Value multiplied by (3) $1,000. Such amount represents the aggregate principal amount of 2045 New Notes a holder will be
eligible to receive for each $1,000 of 2033 Old Notes tendered in the 2045 Exchange Offer and accepted by the Offeror.
In order to encourage holders to tender early, for each $1,000 principal amount of the Old Notes validly tendered on or before the Early Participation
Date and not validly withdrawn, holders will be eligible to receive the applicable Exchange Consideration and the applicable Early Participation Payment
set out in the table above. Holders who validly tender after the Early Participation Date, will only be eligible to receive the applicable Exchange
Consideration.
The 2025 Exchange Offer is subject to a minimum new issue size of at least $500 million in aggregate principal amount of the 2025 New Notes
being validly issued pursuant to the 2025 Exchange Offer. The 2045 Exchange Offer is subject to the issuance of the 2045 Original Notes, which is
expected to occur on December 1, 2015. In addition, each Exchange Offer is subject to (i) the Tax Fungibility Condition (as described in "The Exchange
Offer--Terms of the Exchange Offer--Exchange Offer Conditions--Tax Fungibility Condition") and (ii) certain other conditions set out under "The
Exchange Offer--Terms of the Exchange Offer--Exchange Offer Conditions".
Holders must tender Old Notes in minimum tender amounts such that the New Notes issued will be in minimum denominations of $200,000 and
integral multiples of $1,000 in excess thereof.
The Offeror may extend, re-open, amend, limit, waive any condition of, or terminate the Exchange Offer at any time (subject to applicable
law and except as expressly provided herein). Details of any such extension, re-opening, amendment, limitation, waiver (if permitted) or
termination will be announced wherever applicable as provided in this Exchange Offer Memorandum as soon as reasonably practicable after the
relevant decision is made. For more information, see "The Exchange Offer".
Questions and requests for assistance in connection with (i) the Exchange Offer may be directed to BNP Paribas Securities Corp., Goldman, Sachs &
Co., Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC (the "Dealer Managers") and (ii) the
delivery of Exchange Instructions (as defined herein) may be directed to Lucid Issuer Services Limited (the "Exchange Agent"), as applicable, the contact
details for whom are on the back cover page of this Exchange Offer Memorandum.
Before deciding whether to exchange your Old Notes for New Notes, you are encouraged to read and carefully consider this Exchange Offer
Memorandum (including the documents incorporated by reference herein) in its entirety. See "Risk Factors" beginning on page 16 for a
discussion of risk factors that you should consider prior to deciding whether to tender your Old Notes in the Exchange Offer.
We have not registered the New Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New
Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The New Notes are being offered for exchange only (1) to "qualified institutional buyers" as defined in
Rule 144A under the Securities Act ("QIBs"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities
Act provided by Section 4(a)(2) thereof and (2) outside the United States, to persons other than "U.S. persons" as defined in Rule 902 under the Securities
Act in offshore transactions in compliance with Regulation S under the Securities Act. Only holders of Old Notes who have completed and returned
an eligibility certification are authorized to receive and review this Exchange Offer Memorandum and to participate in the Exchange Offer.
We will agree to file a registration statement relating to an exchange offer for, or the resale of, the New Notes. See "Registration Rights".
We do not intend to list the New Notes on any securities exchange. We intend to apply to list the Exchange Notes (as defined herein), once issued,
on the New York Stock Exchange in accordance with its rules. See "Registration Rights--General".
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the
Exchange Offer or the securities to be issued in the Exchange Offer or passed upon the adequacy or accuracy of this Exchange Offer
Memorandum. Any representation to the contrary is a criminal offense.


Joint Dealer Managers

BNP PARIBAS
BofA Merrill Lynch
Goldman, Sachs & Co.
Lloyds Securities
Morgan Stanley

The date of this Exchange Offer Memorandum is November 23, 2015




TIMETABLE FOR THE EXCHANGE OFFER
Holders should confirm with any bank, securities broker or other intermediary through which they hold Old
Notes whether such intermediary needs to receive instructions from a holder before the deadlines specified in this
Exchange Offer Memorandum in order for that holder to be able to participate in, or (in the circumstances in
which withdrawal is permitted) withdraw their instruction to participate in, the Exchange Offer.
The times and dates below are subject, where applicable, to the right of the Offeror to extend, re-open, amend,
limit, terminate or withdraw the Exchange Offer, subject to applicable law. Accordingly, the actual timetable may
differ significantly from the expected timetable set out below. If any of the below times and/or dates change, the
revised time and/or date will be notified by announcement as soon as reasonably practicable.
Events
Dates and Times

Commencement of the Exchange Offer
Exchange Offer announced. Exchange Offer
November 23, 2015
Memorandum made available to eligible holders of Old
Notes.
Withdrawal Deadline

The deadline for holders to validly withdraw tenders of
5:00 p.m., New York City time, on December 7, 2015
Old Notes.
Early Participation Date

The deadline for holders to validly tender Old Notes in
5:00 p.m., New York City time, on December 7, 2015
order to be eligible to receive the applicable Total
Exchange Consideration on the Early Settlement Date.
Pricing Time

The date and time on which (i) the 2025 New Notes
11:00 a.m., New York City time, on December 8, 2015
Coupon, (ii) the 2045 New Notes Value and (iii) the
applicable Total Exchange Consideration and Exchange
Consideration for each series of Old Notes will be
determined.
Early Settlement Date

Early Settlement Date for the New Notes, including
Expected on December 10, 2015
delivery of the New Notes in exchange for Old Notes
accepted on or prior to the Early Participation Date.
Expiration Deadline

The deadline for receipt of all Exchange Instructions in
11:59 p.m., New York City time, on December 21, 2015
order to be eligible to receive the applicable Exchange
Consideration on the Final Settlement Date.
Final Settlement Date

Final Settlement Date of the Exchange Offer, including
Expected on December 23, 2015
delivery of the New Notes in exchange for Old Notes
accepted after the Early Participation Date but on or
prior to the Expiration Deadline.





TABLE OF CONTENTS

Page
ABOUT THIS EXCHANGE OFFER MEMORANDUM .............................................................................................i
IMPORTANT NOTICES ............................................................................................................................................. ii
NOTICE TO NEW HAMPSHIRE RESIDENTS .........................................................................................................iv
INCORPORATION OF INFORMATION BY REFERENCE.....................................................................................iv
FORWARD-LOOKING STATEMENTS ..................................................................................................................... v
ENFORCEABILITY OF CIVIL LIABILITIES ......................................................................................................... vii
SUMMARY .................................................................................................................................................................. 1
RISK FACTORS ......................................................................................................................................................... 16
USE OF PROCEEDS AND RATIONALE OF THE EXCHANGE OFFER .............................................................. 25
THE EXCHANGE OFFER ......................................................................................................................................... 26
DESCRIPTION OF THE NEW NOTES ..................................................................................................................... 36
REGISTRATION RIGHTS ......................................................................................................................................... 49
NOTICE TO INVESTORS ......................................................................................................................................... 51
NOTICE TO CERTAIN NON-U.S. HOLDERS ......................................................................................................... 57
TAXATION CONSIDERATIONS ............................................................................................................................. 60
LEGAL MATTERS .................................................................................................................................................... 66
INDEPENDENT AUDITORS .................................................................................................................................... 66
GENERAL INFORMATION ...................................................................................................................................... 66
INDEX TO FINANCIAL STATEMENTS ................................................................................................................. 66
ANNEX A FORMULA TO DETERMINE THE TOTAL EXCHANGE CONSIDERATION, EXCHANGE
CONSIDERATION AND 2045 NEW NOTES VALUE .................................................................................. A-1
ANNEX B HYPOTHETICAL TOTAL EXCHANGE CONSIDERATION, HYPOTHETICAL EXCHANGE
CONSIDERATION AND HYPOTHETICAL 2045 NEW NOTES VALUE .................................................... B-1

You should rely only on the information contained or incorporated by reference in this Exchange Offer
Memorandum (including any free writing prospectus issued or authorized by us). Neither we nor the Dealer
Managers have authorized anyone to provide you with additional, different or inconsistent information. We
are not 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 Exchange Offer Memorandum and the documents
incorporated by reference herein is accurate only as of their respective dates.
ABOUT THIS EXCHANGE OFFER MEMORANDUM
In this Exchange Offer Memorandum, we use the following terms:
· "we", "us", "our", "Offeror", "Issuer", "LBG" and "Lloyds Banking Group" 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;
· "business day" means with respect to the terms of the Exchange Offer any day other than a Saturday,
Sunday or a U.S. federal holiday;
· "pound sterling", "pence", "£" and "p" refer to the currency of the United Kingdom;
· "U.S. dollars", "$" and "cents" refer to the currency of the United States;
· "euro", "" and "euro cents" refer to the currency of the member states of the European Union (the "EU")
that have adopted the single currency in accordance with the treaty establishing the European Community,
as amended; and
· "U.K." means the United Kingdom.
i



IMPORTANT NOTICES
If a holder decides to tender Old Notes pursuant to the Exchange Offer, the holder must arrange for the relevant
account holder to submit an Agent's Message through DTC or an electronic tender and blocking instruction in the
form specified in the "Deadlines and Corporate Events" or similar form of notice to be sent to account holders by
each of Euroclear and Clearstream, Luxembourg on or about the date of this Exchange Offer Memorandum
informing account holders of the procedures to be followed in order to participate in the Exchange Offer (each an
"Exchange Instruction"). See "The Exchange Offer--Procedures for Participating in the Exchange Offer".
If you are a beneficial owner of Old Notes that are held by or registered in the name of a bank, broker, custodian
or other nominee, and you wish to participate in the Exchange Offer, you must promptly contact your bank, broker,
custodian or other nominee to instruct it to tender your Old Notes, to agree to the terms of the Exchange Offer and to
cause the timely transmission of an Exchange Instruction on your behalf to the Exchange Agent. You are urged to
instruct your bank, broker, custodian or other nominee at least five business days prior to the Early
Participation Date or the Expiration Deadline, as the case may be, in order to allow adequate processing time
for your instruction.
The Offeror is making the Exchange Offer only in those jurisdictions where it is legal to do so. This document
does not constitute a "prospectus" for the purposes of Directive 2003/71/EC (as amended) and no such prospectus is
required for the issue of the New Notes.
Old Notes can be tendered in the Exchange Offer only in accordance with the procedures described in "The
Exchange Offer--Procedures for Participating in the Exchange Offer". Holders who do not participate in the
Exchange Offer, or whose Old Notes are not accepted for purchase, will continue to hold their Old Notes.
This Exchange Offer does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell either
Old Notes or New Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to
make such offer or solicitation under applicable securities laws or otherwise. The distribution of this Offer to
Exchange in certain jurisdictions may be restricted by law. Persons into whose possession this Exchange Offer
Memorandum comes are required by us and the Dealer Managers to inform themselves about and to observe any
such restrictions. This Exchange Offer Memorandum may not be used for or in connection with an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such offer or solicitation. See "Notice to Investors" and "Notice to Certain Non-U.S.
Holders" herein.
In making an investment decision regarding the New Notes, you must rely on your own examination of us, the
terms of the Exchange Offer and the terms of the New Notes, including the merits and risks involved. You should
not consider any information in this Exchange Offer Memorandum to be legal, business or tax advice. You should
consult your own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of an
acquisition of the New Notes.
We have not registered the New Notes under the Securities Act or any state securities laws. The New Notes
may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. The New Notes are being offered for
exchange only (1) to QIBs in a private transaction in reliance upon the exemption from the registration requirements
of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to persons other than
"U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with
Regulation S under the Securities Act. Only holders of Old Notes who have completed and returned an eligibility
certification are authorized to receive and review this Exchange Offer Memorandum and to participate in the
Exchange Offer.
Neither the SEC nor any state securities commission has approved or disapproved of the Exchange Offer
or the securities to be issued in the Exchange Offer or passed upon the adequacy or accuracy of this
Exchange Offer Memorandum. Any representation to the contrary is a criminal offense.
Holders must comply with all laws that apply to them in any place in which they possess this Exchange Offer
Memorandum. Holders must also obtain any consents or approvals that they need in order to tender their Old Notes.
None of LBG, the Dealer Managers or the Exchange Agent (or any of their respective directors, employees or
affiliates) is responsible for holders' compliance with these legal requirements. See "Notice to Certain Non-U.S.
ii



Holders". The applicable provisions of the U.K. Financial Services and Markets Act 2000 must be complied with in
respect of anything done in relation to the Exchange Offer in, from or otherwise involving the United Kingdom.
See "Taxation Considerations" for a description of certain U.K. and United States federal income tax
considerations that should be considered carefully in evaluating the Exchange Offer.
Unless the context otherwise requires, all references in this Exchange Offer Memorandum to a "holder" or
"holder of the Old Notes" include:
(a) each person who is shown in the records of The Depository Trust Company ("DTC"), Euroclear Bank
S.A./N.V. ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream, Luxembourg" and,
together with DTC and Euroclear, the "Clearing Systems" and each a "Clearing System") as a holder of the
Old Notes (also referred to as "Direct Participants" and each a "Direct Participant");
(b) any broker, dealer, commercial bank, trust company or other nominee or custodian who holds Old Notes;
and
(c) each beneficial owner of Old Notes holding such Old Notes, directly or indirectly, in accounts in the name
of a Direct Participant acting on the beneficial owner's behalf,
except that for the purposes of the exchange of Old Notes pursuant to the Exchange Offer and the payment of any
cash payments, to the extent the beneficial owner of the relevant Old Notes is not a Direct Participant, the relevant
New Notes and any cash payments will only be delivered and paid to the relevant Direct Participant and the delivery
of such New Notes and payment of cash payments to such Direct Participant will satisfy any obligations of LBG, the
Exchange Agent and the relevant Clearing System in respect of the exchange of such Old Notes.
The Offeror is not providing for guaranteed delivery procedures and therefore you must allow sufficient time
for the necessary tender procedures to be completed during normal business hours of the Clearing Systems prior to
the Early Participation Date or the Expiration Deadline, as the case may be. Tenders received by the Exchange
Agent after the Expiration Deadline may be disregarded and of no effect.
LBG is incorporating by reference into this document important business and financial information that is not
included in or delivered with this document. This information is available without charge to security holders upon
written or oral request. Requests should be directed to:
Lloyds Banking Group
25 Gresham Street
London EC2V 7HN
United Kingdom
Telephone Number: +44 207 626 1500
In order to ensure timely delivery of such documents, holders must request this information no later than
five business days before the date they must make their investment decision. Accordingly, any request for
information should be made by December 14, 2015 to ensure timely delivery of the documents prior to the
Expiration Deadline.
See "Risk Factors", beginning on page 16 for a description of certain factors relating to a decision to
tender your Old Notes in the Exchange Offer, including information about our business.
The terms of the New Notes will be substantially different from those of the Old Notes, including, among
others, the coupon, interest payment dates and maturity date. Investors should carefully consider these differences in
deciding whether to tender Old Notes for exchange in connection with the Exchange Offer.
Neither the Offeror nor its representatives are making any representation to you regarding the legality of
participation in the Exchange Offer by you under applicable legal investment or similar laws. You should consult
with your own advisors as to legal, tax, business, financial and related aspects of a decision whether to tender your
Old Notes in the Exchange Offer.
iii



All references in this Exchange Offer Memorandum to a "cash payment" or "cash payments" payable on the
applicable Settlement Date of the Exchange Offer with respect to a series of Old Notes include (i) any accrued and
unpaid interest payments on such series of Old Notes from and including the latest interest payment date for such
series of Old Notes through, but not including, the applicable Settlement Date, and (ii) any cash amounts in lieu of
any fractional New Notes that a tendering holder of Old Notes would have otherwise been entitled to receive. Any
cash amounts payable pursuant to the Exchange Offer will be rounded to the nearest U.S.$ 0.01, with U.S.$ 0.005,
being rounded upwards.
Unless otherwise indicated or the context otherwise requires, all references in this Exchange Offer
Memorandum to the exchange of Old Notes for New Notes include all cash payments made in connection with the
exchange of such Old Notes for New Notes.
The New Notes will be available initially only in book-entry form, represented in one or more global securities
registered in the name of a nominee of DTC. You will hold beneficial interests in the New 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 do not intend to list the New Notes on any securities exchange. We intend to apply to list the Exchange
Notes, once issued, on the New York Stock Exchange in accordance with its rules. See "Registration Rights--
General".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
INCORPORATION OF INFORMATION BY REFERENCE
LBG files annual, semiannual and special reports and other information with the SEC. You may read and copy
any document that LBG files 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, England, telephone +44 207 626 1500.
We note that:
· any documents expressly incorporated by reference herein are considered part of this Exchange Offer
Memorandum;
· LBG may disclose important information to you by referring you to these incorporated documents; and
· information that LBG files with the SEC is deemed to automatically update and supersede this Exchange
Offer Memorandum.
We also incorporate by reference in this Exchange Offer Memorandum 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 Exchange Offer Memorandum until the Exchange Offer contemplated in this Exchange
iv



Offer Memorandum expires or is terminated. Reports on Form 6-K that we may furnish to the SEC after the date of
this Exchange Offer Memorandum (or portions thereof) are incorporated by reference in this Exchange Offer
Memorandum only to the extent that the report expressly states that it is (or such portions are) incorporated by
reference in this Exchange Offer Memorandum.
Each document incorporated by reference into this Exchange Offer Memorandum is current only as of the date
of such document, and the incorporation by reference of such document is not intended to create any implication that
there has been no change in the affairs of LBG since the date of the relevant document or that the information
contained in such document is current as of any time subsequent to its date. Any statement contained in such
incorporated documents is deemed to be modified or superseded for the purpose of this Exchange Offer
Memorandum to the extent that a subsequent statement contained in another document that is incorporated by
reference into this Exchange Offer Memorandum at a later date modifies or supersedes that statement. Any such
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of
this Exchange Offer Memorandum.
This Exchange Offer Memorandum incorporates by reference the documents listed below, which LBG has
previously filed with or furnished to the SEC. These documents contain important information about LBG and its
financial condition, business and results.
· LBG's annual report (the "2014 Annual Report") for the fiscal year ended December 31, 2014 on Form 20-
F filed with the SEC on March 12, 2015 pursuant to the Exchange Act, including the audited consolidated
annual financial statements of the Group, together with the audit report thereon;
· Form 6-K dated July 31, 2015, including the interim results for the Group for the six months ended June
30, 2015;
· Form 6-K dated October 28, 2015, including the interim results for the Group for the nine months ended
September 30, 2015;
· Form 6-K dated October 28, 2015, including the capitalization table of the Group as at September 30, 2015;
and
· Form 6-K dated November 23, 2015, announcing the launch of the offering of the 2045 Original Notes and
the intention to launch the Exchange Offer.
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. 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. 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. 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 Factors" in this Exchange Offer Memorandum and "Forward-Looking
Statements" in our 2014 Annual Report on Form 20-F for the year ended December 31, 2014, which is incorporated
by reference herein.
Factors that could cause actual business, strategy, plans and/or results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such forward-looking statements made by the Group
or on its behalf include, but are not limited to the risks identified above under the section entitled "Risk Factors" in
our 2014 Annual Report on Form 20-F for the year ended December 31, 2014, as well as the following:
· general economic and business conditions in the United Kingdom and internationally;
· inflation, deflation, interest rates and policies of the Bank of England, the European Central Bank and other
G8 central banks;
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Document Outline