Lloyds Banking Group PLC — Capital/Financing Update 2016

Mar 24, 2016

FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Report of Foreign Private Issuer Pursuant to Rule 13a-16 OR 15d-16 UNDER the Securities Exchange Act of 1934

For March 24, 2016

Commission File Number: 333-189150

LLOYDS BANKING GROUP PLC

5 th Floor 25 Gresham Street

London EC2V 7HN United Kingdom

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(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F __ X __ Form 40-F _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

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EXPLANATORY NOTE

In connection with the issuance by Lloyds Banking Group plc of $1,500,000,000 aggregate principal amount of 4.650% Fixed Rate Subordinated Debt Securities due 2026, Lloyds Banking Group plc is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-189150):

Exhibit List

Exhibit No.	Description
4.1	Fourth Supplemental Indenture to the Subordinated Debt Securities Indenture between Lloyds
Banking Group plc, as Issuer, and The Bank of New York Mellon acting through its London Branch, as Trustee, dated as of March
24, 2016
5.1	Opinion of CMS Cameron McKenna LLP
5.2	Opinion of Davis Polk & Wardwell London LLP

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		LLOYDS BANKING GROUP PLC
		(Registrant)
Date:	March 24, 2016	By:	/s/ Matthew Harrison
			Name:	Matthew Harrison
			Title:	Manager, Capital Issuance & Structuring

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