Bond Lloyd's Banking plc 2.438% ( US539439AV19 ) in USD

Lloyd's Banking plc

100 % ▲

United Kingdom

US539439AV19 ( in USD )

2.438% per year ( payment 2 times a year)

04/02/2026

Prospectus brochure of the bond Lloyds Bank PLC US539439AV19 en USD 2.438%, maturity 04/02/2026

200 000 USD

1 000 000 000 USD

539439AV1

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

05/02/2026 ( In 53 days )

Lloyds Banking Group plc is a major British multinational banking and financial services corporation headquartered in London, offering a wide range of retail, commercial, and corporate banking services.

Lloyds Bank PLC issued a USD 1,000,000,000 bond (ISIN: US539439AV19, CUSIP: 539439AV1) maturing on 04/02/2026, with a 2.438% coupon rate, paying semi-annually, minimum purchase of USD 200,000, currently trading at 100%, rated BBB+ by S&P and A3 by Moody's.

424B2 1 dp119994_424b2.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee (1)

2.438% Senior Callable Fixed to Fixed Rate Notes due 2026
$1,000,000,000
$129,800
Total
$1,000,000,000
$129,800

(1) Calculated in accordance with Rule 457(r)
Filed pursuant to Rule 424(b)(2)
Registration No. 333-231902

PROSPECTUS SUPPLEMENT
(to prospectus dated June 3, 2019)

Lloyds Banking Group plc
$1,000,000,000 2.438% Senior Callable Fixed-to-Fixed Rate Notes due 2026

The 2.438% senior callable fixed-to-fixed rate notes due 2026 (the "Senior Notes"), will mature on February 5, 2026. The Senior Notes will
bear interest from, and including, February 5, 2020 to, but excluding, February 5, 2025 (the "Reset Date") at a fixed annual rate of 2.438%, payable
semi-annually in arrears, on February 5 and August 5 of each year, beginning on August 5, 2020. From, and including, the Reset Date, the Senior
Notes will bear interest at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent
(as defined herein) on the Reset Determination Date (as defined herein), plus 1.000%, payable semi-annually in arrears, on August 5, 2025 and
February 5, 2026. We will have the option in our sole discretion (but subject to, if and to the extent then required by the Relevant Regulator or the
Loss Absorption Regulations, our giving notice to the Relevant Regulator and the Relevant Regulator granting us permission) to redeem the Senior
Notes, in whole, but not in part, on February 5, 2025 at a redemption price equal to 100% of the principal amount of the Senior Notes being
redeemed plus any accrued and unpaid interest thereon, if any, to, but excluding, February 5, 2025.

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 and without any preference among themselves
and at least pari passu with all of our other outstanding unsecured and unsubordinated obligations, present and future subject to such exceptions as
may be provided by mandatory provisions of applicable law.

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. 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
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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.

In addition to our option to redeem the Senior Notes described above, 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) also
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-11 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

Price to Public

Discount
(before expenses)
Per Senior Note

100.000%
0.250%
99.750%
Total for Senior Notes
$
1,000,000,000 $
2,500,000 $
997,500,000

The initial public offering price set forth above does not include accrued interest, if any. Interest on the Senior Notes will accrue from the date
of issuance, which is expected to be February 5, 2020. 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
February 5, 2020.

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Joint Bookrunning Managers

Citigroup
Goldman Sachs & Co. LLC
Lloyds Securities
Morgan Stanley

Prospectus Supplement dated January 29, 2020

TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement
S-2
Incorporation of Information by Reference
S-2
Forward-Looking Statements
S-3
Summary
S-4
Risk Factors
S-11
Use of Proceeds
S-17
Capitalization of the Group
S-18
Description of the Senior Notes
S-19
Certain U.K. and U.S. Federal Tax Consequences
S-29
Underwriting
S-33
Legal Opinions
S-38
Experts
S-38
Prospectus

About this Prospectus
3
Use of Proceeds
3
Lloyds Banking Group Plc
3
Description of Debt Securities
5
Description of Capital Securities
14
Description of Certain Provisions Relating to Debt Securities and Capital Securities
20
Description of Ordinary Shares
25
Description of American Depositary Shares
29
Plan of Distribution
36
Legal Opinions
37
Experts
37
Enforcement of Civil Liabilities
37
Where You Can Find More Information
38
Incorporation of Documents By Reference
38
Cautionary Statement on Forward-Looking Statements
39

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. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters
or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the
underwriters or such affiliate on behalf of the issuer in such jurisdiction. 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-1

ABOUT THIS PROSPECTUS SUPPLEMENT
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In this prospectus supplement, we use the following terms:

·
"we", "us", "our", "Issuer" 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. 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 report on Form 6-K filed with the SEC on September 9, 2019 containing an update on expected
provisioning for customer claims with respect to payment protection insurance; (ii) LBG's report on Form 6-K filed with the SEC on October 31,
2019 disclosing the Group's interim results for the nine months ended September 30, 2019; (iii) LBG's report on Form 6-K filed with the SEC on
October 31, 2019 disclosing the Group's capitalization and indebtedness on a consolidated basis as at September 30, 2019; and (iv) LBG's report
on Form 6-K filed with the SEC on December 16, 2019 disclosing the results of the Bank of England stress test.

We also incorporate by reference in this prospectus supplement and 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.

S-2

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 Factors"
in this prospectus supplement and "Forward- Looking Statements" in our Annual Report on Form 20-F for the year ended December 31, 2018,
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
any information incorporated by reference, might not occur.

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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 and U.K. 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") or in
the United Kingdom (the "U.K."). 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 the Insurance Distribution Directive (EU) 2016/97 (as amended or
superseded, the "Insurance Distribution Directive"), 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 or in the U.K. has been prepared and
therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA or in the U.K. may be unlawful
under the PRIIPs Regulation.

Singapore SFA Product Classification - In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the
"SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Senior Notes are `prescribed capital
markets products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

S-3

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.

General

Issuer
Lloyds Banking Group plc

Senior Notes
$1,000,000,000 aggregate principal amount of 2.438% senior callable fixed-to-fixed rate notes
due 2026 (the "Senior Notes").

Issue Date
February 5, 2020

Maturity
We will pay the Senior Notes at 100% of their principal amount plus accrued interest on
February 5, 2026 for the Senior Notes.

Interest Rate
During the initial fixed rate period, interest will accrue from February 5, 2020 on the Senior Notes
at a rate of 2.438% per annum.

During the reset fixed rate period, interest will accrue on the Senior Notes at a fixed annual rate
equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation
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Agent (as defined herein) on the Reset Determination Date (as defined herein), plus 100.0 basis
points (1.000%).

Initial Fixed Rate Period
From, and including, February 5, 2020 to, but excluding, February 5, 2025 (the "Reset Date").

Reset Fixed Rate Period
From, and including, the Reset Date to, but excluding, February 5, 2026.

Interest Payment Dates
Interest accrued on the Senior Notes during the initial fixed rate period will be payable semi-
annually in arrears on February 5 and August 5 of each year, commencing on August 5, 2020. We
refer to each such interest payment date during the initial fixed rate period as a "fixed rate interest
payment date".

Interest accrued on the Senior Notes during the reset fixed rate period will be payable semi-
annually in arrears on August 5, 2025 and February 5, 2026. We refer to each such interest
payment date during the reset fixed rate period as a "reset rate interest payment date," and together
with the fixed rate interest payment dates, the "interest payment dates".

Reset Date
February 5, 2025.

Reset Determination Date
The second business day immediately preceding the Reset Date (the "Reset Determination Date").

S-4

"business day" means any day, other than Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or regulation to close in the
City of New York or in the City of London.

U.S. Treasury Rate
"U.S. Treasury Rate" means, with respect to the Reset Date, the rate per annum equal to: (1) the
yield on actively traded U.S. Treasury securities adjusted to constant maturity for one-year
maturities on the Reset Determination Date and appearing under the caption "Treasury constant
maturities" on the Reset Determination Date in the applicable most recently published statistical
release designated "H.15 Daily Update", or any successor publication that is published by the
Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S.
Treasury securities adjusted to constant maturity, under the caption "Treasury Constant
Maturities", for the maturity of one year; or (2) if such release (or any successor release) is not
published on the Reset Determination Date or does not contain such yields, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for the Reset Date.

The U.S. Treasury Rate shall be determined by the Calculation Agent (as defined below).

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2)
above, "U.S. Treasury Rate" means the rate in percentage per annum as notified by the
Calculation Agent to the Issuer equal to the yield on U.S. Treasury securities having a maturity of
one year as set forth in the most recently published statistical release designated "H.15 Daily
Update" under the caption "Treasury constant maturities" (or any successor publication that is
published weekly by the Board of Governors of the Federal Reserve System and that establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
"Treasury constant maturities" for the maturity of one year) on the Reset Determination Date.

"Comparable Treasury Issue" means, with respect to the reset fixed rate period, the U.S. Treasury
security or securities selected by the Issuer with a maturity date on or about the last day of the
reset fixed rate period and that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities denominated in
U.S. dollars and having a maturity of one year.

"Comparable Treasury Price" means, with respect to the Reset Date, (i) the arithmetic average of
the Reference Treasury Dealer Quotations for the Reset Date (calculated on the Reset
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Determination Date preceding the Reset Date), after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer
Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two
such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer
Quotation as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.

"Reference Treasury Dealer" means each of up to five banks selected by the Issuer (following,
where practicable, consultation with the Calculation Agent), or the affiliates of such banks, which
are (i) primary U.S. Treasury securities dealers, and their respective

S-5

successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.

"Reference Treasury Dealer Quotations" means with respect to each Reference Treasury Dealer
and the Reset Date, the arithmetic average, as determined by the Calculation Agent, of the bid and
offered prices for the applicable Comparable Treasury Issue, expressed in each case as a
percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset
Determination Date.

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
During the initial fixed rate period: following, unadjusted

During the reset fixed rate period: following, unadjusted

Day Count Basis
During the initial fixed rate period: 30/360

During the reset fixed rate period: 30/360

Calculation Agent
The Bank of New York Mellon, London Branch

Optional Redemption
On at least 5 business days' but no more than 30 business days' prior written notice delivered to
the registered holders of the Senior Notes, we may (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, in our sole discretion, the
Senior Notes, in whole, but not in part, on February 5, 2025, at a redemption price equal to 100%
of the principal amount of the notes being redeemed plus any accrued and unpaid interest thereon,
if any, to, but excluding, the date of redemption.

Ranking
The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu and without any preference among themselves and at least pari
passu, with all of our other outstanding unsecured and unsubordinated obligations, present and
future, subject to such exceptions as may be provided by mandatory provisions of applicable law.

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

· 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.

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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

S-6

accrued but unpaid interest, and any Additional Amounts (as defined below), on the Senior Notes.

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" in the accompanying prospectus 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, the Senior Notes into
shares or other securities or other obligations of LBG or another person; and/or (iii) the
amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of
interest due on the Senior Notes, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; which U.K. bail-in power may be exercised by
means of variation of the terms of the Senior Notes solely to give effect to the exercise by the
relevant U.K. resolution authority of such U.K. bail-in power. Each holder and beneficial owner
of the Senior Notes will further be required to acknowledge and agree that the rights of the
holders and/or beneficial owners under the Senior Notes are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K.
resolution authority.

For these purposes, a "U.K. bail-in power" is any write-down, conversion, transfer, modification
or suspension power existing from time to time under any laws, regulations, rules or requirements
relating

S-7

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
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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 Power Notes shall become due and payable after the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority unless, at the time that such repayment or payment, respectively, is
scheduled to become due, such repayment or payment would be permitted to be made by us under
the laws and regulations of the United Kingdom and the European Union applicable to us and the
Group.

Additional Issuances
We may, without the consent of the holders of the Senior Notes, issue additional notes having the
same ranking and same interest rate, maturity date, redemption terms and other terms as the Senior
Notes described in this prospectus supplement except for the price to the public, issue date and
first interest payment date, provided however that such additional notes that form part of the same
series as the Senior Notes must be fungible with the outstanding Senior Notes for U.S. federal
income tax purposes. See "Description of the Senior Notes--Additional Issuances" in this
prospectus supplement.

Tax Redemption
In addition to our option to redeem the Senior Notes described above, 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 at 100% of their principal amount plus accrued and unpaid interest.

Loss Absorption Disqualification Event
We may, at our option (but subject to, if and to the extent then required by the Relevant Regulator
or the Loss Absorption Regulations, our
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Redemption
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 integral
Clearance
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
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Relating to Debt Securities and Capital Securities--Form of Debt Securities and Capital
Securities; Book-Entry System" in the accompanying prospectus.

CUSIP
539439AV1

ISIN
US539439AV19

Common Code
211390930

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 or about February 5, 2020, which
will be the fifth business day following the pricing of the Senior Notes (such settlement cycle
being referred to as "T+5"). Under rule 15c6-1 of the Exchange Act, trades in the secondary
market generally are required to settle in two business days, 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 Tenth 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.

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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
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Document Outline

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