Filed pursuant to Rule 433
Dated March 21, 2012
Registration Statement Nos. 333-167844
333-167844-01
Free Writing Prospectus
(To Preliminary Prospectus Supplement dated March 21, 2012 and Prospectus dated December 22, 2010)
Lloyds TSB Bank plc US$ 1,500,000,000 4.200% Senior Notes due 2017
Fully and unconditionally guaranteed by
Lloyds Banking Group plc
| Issuer: | Lloyds TSB Bank plc |
| Guarantor: | Lloyds Banking Group plc |
| Expected Ratings*: | A1 (under review for downgrade) by Moody’s Investors Service, Inc. A (stable) by Standard & Poor’s Ratings Services A (stable) by Fitch Ratings |
| Format/Ranking: | SEC Registered Global Notes – Fixed Rate Senior Unsecured |
| Principal Amount: | $1,500,000,000 |
| Pricing Date: | March 21, 2012 |
| Expected Settlement Date: | March 28, 2012 (T+5) |
| Maturity Date: | March 28, 2017 |
| Coupon: | 4.200% |
| Interest Payment Dates: | Semi-annually on March 28 and September 28, commencing September 28, 2012 |
| Day Count Fraction: | 30 / 360 unadjusted |
| Price to Public: | 99.848% |
| Benchmark Treasury: | 0.875% due February 28, 2017 |
| Benchmark Treasury Price/ Yield: | 98-24¼ / 1.134% |
| Spread to Benchmark Treasury: | +310bps |
| Yield to Maturity: | 4.234% |
| Underwriting Commissions: | 0.35% ($3.50) per Senior Note |
| All in Price: | 99.498% |
| Net Proceeds: | $1,492,470,000 (before expenses) |
| CUSIP / ISIN: | 539473 AQ1 / US539473AQ13 |
| Expected Listing: | New York Stock Exchange |
| Denomination: | $1,000 x $1,000 |
| Joint Lead Managers: | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Wells Fargo Securities, LLC |
| Joint Lead Manager (No Books): | Lloyds Securities Inc. |
* Note: A securities rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time, and each rating should be evaluated independently of any other rating.
Lloyds Banking Group plc and Lloyds TSB Bank plc have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Lloyds Banking Group plc and Lloyds TSB Bank plc have filed with the SEC for more complete information about Lloyds Banking Group plc and Lloyds TSB Bank plc and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Lloyds Banking Group plc and Lloyds TSB Bank plc, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (877) 858-5407, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322, Morgan Stanley & Co. LLC toll-free at (866) 718-1649, or Wells Fargo Securities, LLC toll-free at (800) 326-5897.
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