Obbligazione Lloyds Bank Group 5.3% ( US539439AN92 ) in USD

Lloyds Bank Group

100 USD ⇌

Regno Unito

US539439AN92 ( in USD )

5.3% per anno ( pagato 2 volte l'anno)

01/12/2045

Prospetto opuscolo dell'obbligazione Lloyds Banking Group US539439AN92 en USD 5.3%, scadenza 01/12/2045

200 000 USD

824 033 000 USD

539439AN9

BBB- ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

01/12/2025 ( In 171 giorni )

Lloyds Banking Group è una delle più grandi istituzioni finanziarie del Regno Unito, offrendo una vasta gamma di servizi bancari al dettaglio e commerciali, tra cui conti correnti, mutui, prestiti e servizi di investimento.

The Obbligazione issued by Lloyds Bank Group ( United Kingdom ) , in USD, with the ISIN code US539439AN92, pays a coupon of 5.3% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/12/2045

The Obbligazione issued by Lloyds Bank Group ( United Kingdom ) , in USD, with the ISIN code US539439AN92, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Lloyds Bank Group ( United Kingdom ) , in USD, with the ISIN code US539439AN92, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

IMPORTANT INFORMATION
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR (2) NON-U.S. PERSONS
OUTSIDE THE UNITED STATES.
IMPORTANT: You must read the following before continuing. The following applies to the Offering
Memorandum following this page, and you are therefore advised to read this carefully before accessing, reading or
making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be
bound by the following terms and conditions, including any modifications to them any time you receive any
information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), 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.
THE FOLLOWING OFFERING 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 THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF
THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make an
investment decision with respect to the securities, investors must be either (1) QIBs (within the meaning of Rule
144A under the Securities Act) or (2) non-U.S. persons (within the meaning of Regulation S under the Securities
Act) outside the United States. This Offering Memorandum is being sent at your request and by accepting the e-
mail and accessing this Offering Memorandum, you shall be deemed to have represented to us that (1) you and any
customers you represent are either (a) QIBs or (b) not U.S. persons that are outside the United States, and that the
electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United
States and (2) that you consent to delivery of such Offering Memorandum by electronic transmission.
You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person
into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Memorandum
to any other person.
The materials relating to the offering 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 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.
This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of Goldman, Sachs & Co., Lloyds Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith
Incorporated, nor any person who controls any of them, nor any director, officer, employee or agent of any of them
or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between
the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on
request from Goldman, Sachs & Co., Lloyds Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

Actions that you may not take: You should not reply by e-mail to this announcement, and you may not
purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the
"Reply" function on your e mail software, will be ignored or rejected.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at
your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of
a destructive nature.

OFFERING MEMORANDUM

STRICTLY CONFIDENTIAL

Lloyds Banking Group plc

U.S.$500,000,000 5.300% Subordinated Debt Securities due 2045

The U.S.$500,000,000 5.300% Subordinated Debt Securities due 2045 (the "Subordinated Notes") will bear interest at a rate of 5.300% per year.
From and including the date of issuance, interest will be paid on the Subordinated Notes on June 1 and December 1 of each year, beginning on June 1,
2016. The Subordinated Notes will be due on December 1, 2045.
The Subordinated Notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof.
The Subordinated Notes will constitute our direct, unconditional, unsecured and subordinated obligations ranking pari passu without any
preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness. In a winding up, all amounts due in respect of or arising under (including any damages awarded for breach of any obligations under) the
Subordinated Notes will be subordinated to, and subject in right of payment to the prior payment in full of, all claims of all Senior Creditors (as
defined herein).
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the
Subordinated Notes, by purchasing and acquiring the Subordinated Notes in this Offering Memorandum or otherwise purchasing or
acquiring the Subordinated Notes, each holder (including each beneficial owner) of the Subordinated Notes acknowledges, accepts, agrees to
be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may
result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes; (ii) the
conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated Notes into shares or other securities or other
obligations of the Issuer or another person; and/or (iii) the amendment or alteration of the maturity of the Subordinated Notes, or
amendment of the amount of interest due on the Subordinated Notes, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the
Subordinated Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to
(i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable
(including principal that has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K.
bail-in power. Each holder and beneficial owner of the Subordinated Notes further acknowledges and agrees that the rights of the holders
and/or beneficial owners under the Subordinated Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of
any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes, a "U.K. bail-in power" is any write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Issuer and the Group, including but not limited to
any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union
directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit
institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking Act as the same has been or may be
amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which
obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled,
amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the
"relevant U.K. resolution authority" is to any authority with the ability to exercise a U.K. bail-in power).
By its acquisition of the Subordinated Notes, each holder and beneficial owner of the Subordinated 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 Subordinated Notes.
We may redeem the Subordinated Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued and unpaid interest
(if any) (i) upon the occurrence of certain tax events or (ii) upon occurrence of certain regulatory events, subject to the conditions described in this
Offering Memorandum. See "Description of the Subordinated Notes--Conditions to Redemption and Repurchases" in this Offering Memorandum.
Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page 18 of this Offering Memorandum and as
incorporated by reference herein.
By its purchase of the Subordinated Notes, each holder and beneficial owner shall also be deemed to have (i) consented to the exercise of any
U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with
respect to the Subordinated Notes and (ii) authorized, directed and requested The Depository Trust Company ("DTC") and any direct participant in
DTC or other intermediary through which it holds such Subordinated Notes to take any and all necessary action, if required, to implement the exercise
of any U.K. bail-in power with respect to the Subordinated Notes as it may be imposed, without any further action or direction on the part of such
holder or beneficial owner or the Trustee.
We have not registered the Subordinated Notes under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities
laws, and is only offering Subordinated Notes to qualified institutional buyers within the meaning of and in reliance on Rule 144A under the Securities
Act ("Rule 144A") and outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") or in other transactions exempt
from registration under the Securities Act and, in each case, in compliance with applicable securities laws. We will agree to file a registration
statement relating to an exchange offer for, or the resale of, the Subordinated Notes. See "Registration Rights".
We do not intend to list the Subordinated 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 Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved these
securities or passed upon the accuracy or adequacy of this Offering Memorandum or the accompanying prospectus. Any representation to the

contrary is a criminal offense. Under no circumstances shall this Offering Memorandum constitute an offer to sell or a solicitation of an offer
to buy, nor shall there be any sale of these Subordinated Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to qualification under the securities laws of any such jurisdiction.
Each initial and subsequent purchaser of the Subordinated Notes will be deemed, by its acceptance or purchase thereof, to have made certain
acknowledgements, representations and agreements intended to restrict the resale or other transfer of such note, as described in this Offering
Memorandum, and, in connection therewith, may be required to provide confirmation of its compliance with such resale or other transfer restrictions in
certain cases. See the section entitled "Transfer Restrictions" for a further description of these restrictions.
We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of the DTC and its participants including
Clearstream Banking, S.A. ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about December 1, 2015.

Joint Bookrunning Managers

BofA Merrill Lynch
Goldman, Sachs & Co.
Lloyds Securities

Offering Memorandum dated November 23, 2015.

TABLE OF CONTENTS
Page
Notice to Investors ......................................................................................................................................................... 2
Notice to New Hampshire Residents ............................................................................................................................. 3
Forward-Looking Statements ........................................................................................................................................ 3
Enforceability of Civil Liabilities .................................................................................................................................. 5
Stabilization ................................................................................................................................................................... 5
Certain Definitions ........................................................................................................................................................ 5
Documents Incorporated by Reference .......................................................................................................................... 6
Summary........................................................................................................................................................................ 7
Risk Factors ................................................................................................................................................................. 18
Capitalization of the Group ......................................................................................................................................... 25
Use of Proceeds ........................................................................................................................................................... 26
Description of the Subordinated Notes ........................................................................................................................ 27
Registration Rights ...................................................................................................................................................... 39
Form of Subordinated Notes, Clearance and Settlement ............................................................................................. 41
Transfer Restrictions .................................................................................................................................................... 45
Certain U.K. and U.S. Federal Tax Consequences ...................................................................................................... 48
Plan of Distribution ..................................................................................................................................................... 52
Legal Matters ............................................................................................................................................................... 56
Independent Auditors .................................................................................................................................................. 56

1

NOTICE TO INVESTORS
This Offering Memorandum has been prepared by us solely for use in connection with the offering of the
Subordinated Notes. The information contained or incorporated by reference in this Offering Memorandum is
accurate only as of the date hereof, regardless of the time of delivery or of any sale of the Subordinated Notes. It is
important for you to read and consider all information contained in this Offering Memorandum, including the
documents incorporated by reference herein, in making your investment decision. You should also read and
consider the information in the documents to which we have referred you under the caption "Documents
Incorporated by Reference" in this Offering Memorandum.
Neither the SEC, any state securities commission nor any other regulatory authority, has approved or
disapproved of the Subordinated Notes; nor have any of the foregoing authorities passed upon or endorsed
the merits of this offering or the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is a criminal offense.
We are offering to sell, and are seeking offers to purchase, the Subordinated Notes only in jurisdictions where
offers and sales are permitted. This Offering Memorandum does not constitute an offer to sell, or a solicitation of an
offer to purchase, any Subordinated Notes by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation.
You must:
·
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Offering Memorandum and the purchase, offer or sale of the Subordinated
Notes; and
·
obtain any consent, approval or permission required to be obtained by you for the purchase, offer or
sale by you of the Subordinated Notes under the laws and regulations applicable to you in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales; and neither we
nor the Initial Purchasers (as defined herein) shall have any responsibility therefor.
The Subordinated Notes are subject to restrictions on transfer. See "Transfer Restrictions". By purchasing the
Subordinated Notes, you will be deemed to have made the acknowledgements, representations, warranties and
agreements described under the heading "Transfer Restrictions" in this Offering Memorandum. You should
understand that you may be required to bear the financial risks of your investment for an extended period of time.
You acknowledge that:
·
you have not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in
connection with your investigation of the accuracy of information contained or incorporated by reference in
this Offering Memorandum or your investment decision; and
·
no person has been authorized to give any information or to make any representation concerning us or the
Subordinated Notes, other than as contained or incorporated by reference in this Offering Memorandum
and, if given or made, any such other information or representation should not be relied upon as having
been authorized by us or the Initial Purchasers.
In making an investment decision, you must rely on your own examination of the Issuer and the Group, and the
terms of this offering, including the merits and risks involved.
The Initial Purchasers are not making any representation or warranty, express or implied, as to the accuracy or
completeness of the information contained or incorporated by reference in this Offering Memorandum. You should
not rely upon the information contained or incorporated by reference in this Offering Memorandum, as a promise or
representation, whether as to the past or the future. The Initial Purchasers assume no responsibility for the accuracy
or completeness of such information.
Neither the Initial Purchasers, nor we, nor any of their or our respective representatives, are making any
representation to you regarding the legality of an investment in the Subordinated Notes. You should consult
with your own advisers as to legal, tax, business, financial and related aspects of an investment in the Subordinated
2

Notes. You must comply with all laws applicable in any place in which you buy, offer or sell the
Subordinated Notes or possess or distribute this Offering Memorandum, and you must obtain all applicable
consents and approvals. Neither the Initial Purchasers nor we shall have any responsibility for any of the foregoing
legal requirements.
This Offering Memorandum is highly confidential and has been prepared by us solely for use in connection
with the proposed private offering of the Subordinated Notes described in this Offering Memorandum. We and the
Initial Purchasers reserve the right to withdraw this offering at any time before closing, to reject any offer to
purchase, in whole or in part, for any reason, or to sell less than the amount of Subordinated Notes offered by this
Offering Memorandum.
This Offering Memorandum is personal to each offeree and does not constitute an offer to any other person or
to the public generally to subscribe for or otherwise acquire Subordinated Notes. Distribution of this Offering
Memorandum to any person other than the offeree and those persons, if any, retained to advise such offeree with
respect thereto is unauthorized, and any disclosure of any of its contents, without our prior written consent, is
prohibited. Each prospective purchaser, by accepting this Offering Memorandum, agrees to the foregoing and to
make no photocopies of this Offering Memorandum or any documents referred to in this Offering
Memorandum. Each offeree will notify its advisers of the restrictions imposed by the U.S. federal securities laws
on the purchase and sale of securities and on the communication of confidential information to any other person.
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.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
Each Initial Purchaser has represented and agreed with the Issuer that:
·
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of Section
21 of the FSMA) received by it in connection with the issue or sale of any Subordinated Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
·
it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Subordinated Notes in, from or otherwise involving the United Kingdom.
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 Offering Memorandum and "Forward-
3

Looking Statements" in our 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 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;
·
fluctuations in exchange rates, stock markets and currencies;
·
the ability to access sufficient funding to meet the Group's liquidity needs;
·
changes to the Group's credit ratings;
·
the ability to derive cost savings and other benefits including, without limitation, as a result of the Group's
Simplification Programme;
·
changing demographic developments including mortality and changing customer behavior including
consumer spending, saving and borrowing habits; changes in customer preferences and changes to
borrower or counterparty credit quality;
·
instability in the global financial markets, including Eurozone instability and the impact of any sovereign
credit rating downgrade or other sovereign financial issues;
·
technological changes, natural and other disasters, adverse weather and similar contingencies outside the
Group's control;
·
inadequate or failed internal or external processes, people and systems;
·
terrorist acts and other acts of war or hostility and responses to those acts, geopolitical, pandemic or other
such events;
·
changes in laws, regulations, taxation, accounting standards or practices;
·
regulatory capital or liquidity requirements and similar contingencies outside the Group's control;
·
the policies and actions of governmental or regulatory authorities in the United Kingdom, the European
Union, the United States or elsewhere;
·
the implementation of the draft EU crisis management framework directive and banking reform, following
the recommendations made by the Independent Commission on Banking;
·
the ability to attract and retain senior management and other employees;
·
requirements or limitations imposed on the Group as a result of HM Treasury's investment in the Group;
·
the ability to complete satisfactorily the disposal of certain assets as part of the Group's EU State Aid
obligations;
·
the extent of any future impairment charges or write-downs caused by depressed asset valuations, market
disruptions and illiquid markets and market-related trends and developments;
·
exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints;
4

·
changes in competition and pricing environments, or the inability to hedge certain risks economically; and
·
the adequacy of loss reserves, the actions of competitors, including non-bank financial services and lending
companies, and the success of the Group in managing the risks of the foregoing.
In light of these risks, uncertainties and assumptions, forward-looking events discussed in this Offering
Memorandum or any information incorporated by reference might not occur. The forward-looking statements
contained in this Offering Memorandum speak only as of the date of this Offering Memorandum. Other than in
connection with applicable securities laws, we undertake no obligation to publish revised forward-looking
statements to reflect the occurrence of unanticipated events.
ENFORCEABILITY OF CIVIL LIABILITIES
The Issuer is a public limited company incorporated under the laws of Scotland. Most of the Issuer's directors
and executive officers and certain of the experts named herein are residents of the U.K. A substantial portion of the
assets of the Issuer, its subsidiaries and such persons, are located outside the United States. As a result, it may not be
possible for investors to effect service of process within the United States upon all such persons or to enforce against
them in U.S. courts judgments obtained in such courts, including those predicated upon the civil liability provisions
of the federal securities laws of the United States. Furthermore, the Issuer has been advised by its solicitors that
there is doubt as to the enforceability in the U.K., in original actions or in actions for enforcement of judgments of
U.S. courts, of certain civil liabilities, including those predicated solely upon the federal securities laws of the
United States.
STABILIZATION
In connection with this offering, the Initial Purchasers may engage in transactions that stabilize, maintain or
otherwise affect the price of the Subordinated Notes. Specifically, the Initial Purchasers may over-allot in
connection with this offering and may bid for and purchase the Subordinated Notes in the open market. However,
the Initial Purchasers are not obligated to do so and any market making may be discontinued at any time. Therefore,
we cannot assure you that an active market for the Subordinated Notes will develop or as to the liquidity of any such
market. For a description of these activities, see "Plan of Distribution".
CERTAIN DEFINITIONS
In this Offering Memorandum, reference to:
·
"we", "us", "our", "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;
·
"pound sterling", "pence", "£", "GBP" and "p" refer to the currency of the United Kingdom;
·
"U.S. dollars", "$", "USD" 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;
·
"U.K." means the United Kingdom; and
·
"U.S." means the United States.
5

DOCUMENTS INCORPORATED BY REFERENCE
The Issuer files annual, semiannual and special reports and other information with the SEC. You may read and
copy any document that the Issuer 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.
For the purposes of this offering:
·
incorporated documents are considered part of this Offering Memorandum;
·
the Issuer can disclose important information to you by referring you to these documents; and
·
information that the Issuer files with the SEC will automatically update and supersede this Offering
Memorandum.
We also incorporate by reference in this Offering Memorandum any future documents we may file with the
SEC under Sections 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 Offering Memorandum until the offering contemplated in this Offering Memorandum is
completed. Reports on Form 6-K that we may furnish to the SEC after the date of this Offering Memorandum (or
portions thereof) are incorporated by reference in this Offering Memorandum only to the extent that the report
expressly states that it is (or such portions are) incorporated by reference in this Offering Memorandum.
Each document incorporated by reference into this Offering 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 the Issuer 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 Offering Memorandum to
the extent that a subsequent statement contained in another document that is incorporated by reference into this
Offering 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 Offering
Memorandum.
This Offering Memorandum should be read and construed in conjunction with the documents listed below,
which the Issuer has previously filed with or furnished to the SEC. These documents contain important information
about the Issuer and its financial condition, business and results.
·
The Issuer's 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; and
·
Form 6-K dated October 28, 2015, including the interim results for the Group for the nine months ended
September 30, 2015.
6