RNS Number:2803B
HBOS PLC
01 August 2007

















                                 1 August 2007


                         HBOS plc Interim Results 2007


                          Stock Exchange Announcement





Contents


Highlights                                                                                            3

Chief Executive's Report                                                                              4

Financial Highlights                                                                                  12

Key Divisional Statistics                                                                             15

Summary Consolidated Income Statement                                                                 17

Summary Consolidated Balance Sheet                                                                    17

Divisional Reviews
Retail                                                                                                18
Corporate                                                                                             24
Insurance & Investment                                                                                29
International                                                                                         37
Treasury & Asset Management                                                                           51

Financial Review                                                                                      54
Financial Information                                                                                 66
Consolidated Income Statement                                                                         67
Consolidated Balance Sheet                                                                            68
Consolidated Statement of Recognised Income and Expense                                               69
Consolidated Cash Flow Statement                                                                      70
Notes to the Accounts                                                                                 72
Independent review report to HBOS plc                                                                 75

Supplementary Embedded Value Information for the UK Investment Business                               76

Expected Timetable                                                                                    80

Contacts                                                                                              81

                                     Page 2





                                         HBOS plc 2007 Interim Results


Group Highlights        *  Profit before tax up 13% to #2,997m.


                        *  Underlying profit before tax up 13% to #2,962m.


                        *  Basic earnings per share up 22%(1) to 55.1p.


                        *  Underlying earnings per share up 16%(1) to 54.6p.


                        *  Interim dividend up 23% to 16.6p, with the expected full year dividend payout ratio
                           increasing from 41% to around 46%.


                        *  Share buyback totals #394m year to date out of our current #500m programme.


                        *  Group post tax RoE increases to 21.0% (H1 2006 20.5%).


                        *  Group net interest margin at 168bps (H2 2006 171bps, H1 2006 174bps).


                        *  Lending grows at an annualised 10% to #395.2bn; customer deposits grow at an
                           annualised 14% to #227.1bn.


                        *  Impaired loans flat at 2.19% of advances (end 2006 2.18%); closing provisions
                           represent 0.79% of advances (end 2006 0.82%).


                        *  Underlying operating income up 11% at #6,427m (H1 2006 #5,797m).


                        *  Underlying net interest income 1% lower at #3,626m (H1 2006 #3,647m).  On a
                           like-for-like basis(2), underlying net interest income is 4% higher.


                        *  Underlying non-interest income 30% higher at #2,801m (H1 2006 #2,150m).


                        *  Group underlying operating expenses up 8% at #2,563m (H1 2006 #2,369m).


                        *  Group cost:income ratio improves to 39.9% (H1 2006 41.3%).


                        *  Tier 1 capital ratio 8.0%, total capital ratio 12.0% (end 2006 8.1% and 12.0%).




Divisional Highlights   *  Underlying profit before tax in Retail down 8%, Corporate up 54%, Insurance &
                           Investment up 10%, International up 12% and Treasury & Asset Management up 24%.


                        *  Annualised lending; Retail up 4%, Corporate up 14%, International up 34%.


                        *  Retail estimated market shares; UK gross mortgage lending 19%, UK net mortgage
                           lending 8%, new Current Accounts 24%, Household Sector Liquid Assets 16%, and new
                           Credit Card accounts 10%.


                        *  Annualised customer deposit growth; Retail up 9%, Corporate up 12% and International
                           up 27%.


                        *  General Insurance sales fall 1% (excluding Paymentshield); Household up 8%,
                           Repayment down 9% and Motor up 9%.


                        *  UK Investment sales rise 11% to #1,004m APE; Bancassurance up 16%, Intermediary down
                           10% and Wealth Management up 32%.


                        *  Cost:income ratios; Retail 38.8% (H1 2006 38.5%), Corporate 22.8% (H1 2006 27.1%),
                           International 47.0% (H1 2006 44.1%) and Treasury & Asset Management 47.2% (H1 2006
                           46.4%).


                        *  Net interest margins; Retail 173bps (H2 2006 176bps, H1 2006 180bps), Corporate
                           212bps (H2 2006 213bps, H1 2006 237bps), and International 190bps (H2 2006 198bps,
                           H1 2006 197bps).


                        *  Impaired loans; Retail 2.67% (end 2006 2.72%) of closing advances, Corporate 1.58%
                           (end 2006 1.30%) and International 1.17% (end 2006 1.19%).




Supplementary EV        *  Underlying earnings per share on a Full EV basis 5% higher than reported under IFRS.
Information(3)


                        *  Total Group embedded value (net of tax) on a Full EV basis of #7.4bn, #2.7bn higher
                           than reported under IFRS.


                        *  New Business Contribution from UK Investment Business on a Full EV basis #255m
                           higher than under IFRS (H1 2006 #235m).



(1) Growth in basic EPS is higher than growth in underlying EPS because we have
excluded from the latter the net favourable items detailed in the reconciliation
on page 14.

(2) Excluding the impact of the sale of Drive, the acquisition of Lex and
non-interest income bearing Treasury investments analysed on page 56.

(3) The Full EV basis shows the Group's results had investment contracts been
accounted for on an Embedded Value basis rather than the IFRS reporting basis.
This is further explained in the supplementary Embedded Value information on
pages 76 to 79.

                                     Page 3
                            CHIEF EXECUTIVE'S REPORT


Profit momentum               In the first half of 2007, HBOS has again delivered another strong set of results,
                              with further momentum in underlying earnings from the Group's increasingly balanced
                              range of businesses.


                              Reported profit before tax increased by 13% to #2,997m (H1 2006 #2,654m) and
                              underlying profit before tax increased by 13% to #2,962m (H1 2006 #2,612m).  Each
                              division, with the exception of Retail, delivered double digit underlying profit
                              growth.


                              This profit performance, together with the positive contribution from recent share
                              buyback programmes, delivered underlying earnings per share up 16% to 54.6p (H1 2006
                              47.0p) and an increase in post tax return on equity to 21.0% (H1 2006 20.5%).


                              These results demonstrate that we are now benefiting from five years of diversifying
                              our earnings base, allowing us to deliver double digit earnings growth even in
                              tougher retail markets.  We have also yet again delivered on our pledge of achieving
                              further improvements in our cost:income ratio.  This has fed straight through to
                              improved returns for our shareholders.


                              The 16% increase in underlying earnings per share at the same time as a further
                              reduction in the cost:income ratio demonstrates the strength and diversity of the
                              HBOS UK and International operating model.


Dividends and Capital         Since our last step change in capital management in 2005, HBOS has returned #2.4bn
                              of surplus capital to shareholders via share buybacks and maintained a dividend
                              payout ratio of around 41%, with dividends increasing closely in line with earnings.


                              It is clear that HBOS has a strong capital generation capability, as a natural
                              consequence of returns on equity running above 20%, increased capital generation
                              from our Investment businesses, and the benefits to be derived from the move to
                              Basel II.  The combination of this strong capital generation and our confidence in
                              future earnings momentum, has led us to conclude that we should now enhance our
                              approach to capital management still further.


                              We intend therefore, without sacrificing any of our current capacity to support
                              growth, to step up our dividend payout ratio from 41% to around 46% in 2007.


                              As a result, we have today declared an interim dividend of 16.6p, an increase of 23%
                              over the first half of 2006, and it is our intention that the full year dividend for
                              2007 will increase to reflect the enhanced 46% payout ratio.  Following this step
                              change in the level of dividend payout, our policy will be to increase dividends
                              broadly in line with underlying earnings growth.  We will also continue to use share
                              buybacks as a flexible tool by which we return capital in excess of the amount
                              required to support growth in any particular year.


                              Our Tier 1 ratio of 8.0% at 30 June 2007 (end 2006 8.1%) remains at our Basel I
                              target level and our total capital ratio was 12.0% (end 2006 12.0%).  We expect to
                              brief the market on the benefits to emerge over time from our future Basel II
                              capital position at our 2007 Preliminary Results in February 2008, after
                              confirmation from the FSA of our new capital requirements.   In the meantime we
                              remain on track to complete our 2007 share buyback programme of #500m, #394m of
                              shares having been bought back for cancellation year to date.



                                     Page 4

Growth                        Advances to customers increased by an annualised 10% to #395.2bn (end 2006
                              #376.8bn).  While Retail advances grew by 4%, Corporate and International both
                              delivered excellent growth rates with advances increasing by 14% and 34%,
                              respectively.


                              Customer deposits have also grown strongly by an annualised 14% to #227.1bn (end
                              2006 #211.9bn) and investment funds under management have grown by an annualised 10%
                              to #139.6bn (end 2006 #132.8bn).


Margins                       The Group net interest margin reduced by 3bps in the first half of 2007 to 168bps
                              (H2 2006 171bps, H1 2006 174bps).


                              In Retail, an overall 3bps fall in the margin reflects strong competition in the
                              mortgage market, offset by increased margins from banking and savings products.  In
                              Corporate, margins fell 1bp as our selective hold appetite continues to focus on
                              managing overall returns.  In International, margins have declined 8bps mainly as a
                              result of business mix changes as we source a higher proportion of income from
                              retail markets in Australia and Ireland.


                              In the UK Investment Business, new business profitability improved to 29% APE (H2
                              2006 27%, H1 2006 26%).


Efficiency                    Underlying operating income increased by 11% to #6,427m (H1 2006 #5,797m) whilst
                              underlying operating expenses increased by 8% to #2,563m (H1 2006 #2,369m).


                              Underlying net interest income increased by 4% on a like-for-like basis but fell 1%
                              on the comparative period, primarily reflecting lower growth in Retail and the
                              impact of the Drive and Lex transactions in 2006.  Underlying non-interest income
                              increased by 30%, reflecting strong realisations in Corporate, partially offset by
                              lower fee income in Retail.


                              Positive operating 'jaws' thus delivered a reduction in the Group cost:income ratio
                              to 39.9% (H1 2006 41.3%). This improvement in our cost:income ratio was achieved
                              despite expenses incurred in the first stages of our efficiency programme and we are
                              on track to deliver our goal of a mid-thirties cost:income ratio by 2010.


                              Allowing for the timing of our investments supporting our International expansion
                              and our efficiency programme, we continue to expect that cost growth for the year as
                              a whole will be around 7%.


Credit Quality                The credit environment across the Group remains benign by historic standards and in
                              line with previous trends. Impaired loans as a % of advances were stable at 2.19%
                              (end 2006 2.18%) whilst impairment losses increased by 11% to #963m (H1 2006 #864m)
                              representing 0.25% of average customer advances (H1 2006 0.24%).


                              In Retail, we believe unsecured impairments have now peaked, with the combination of
                              impaired loans as a % of advances being slightly lower than six months ago and an
                              increase in provision coverage of impaired loans in the first half of 2007
                              supporting the view that unsecured impairment losses will be lower in the second
                              half. Secured impairments and provisioning continue to reflect the strong collateral
                              in our book.



                                     Page 5


                              Corporate credit conditions remain robust with impairment losses in the first half
                              of 2007 lower than in the second half last year.  In International, credit
                              conditions also remain robust.


Taxation and Regulation       As a result of the 2007 Finance Act, the main UK corporation tax rate will reduce
                              from 30% to 28% from April 2008.  This has resulted in a net benefit of #97m to
                              reported attributable profit arising from a reduction in deferred tax net
                              liabilities of #110m offset by a #13m (#18m pre-tax) reduction to the value of
                              leasing assets.  This one-off net benefit has been excluded from our underlying
                              results.


                              Regulatory pressure across the UK retail banking industry is currently tempering the
                              prospects for more positive momentum in non-interest income.  In the middle of 2006,
                              we reduced Credit Card default fees in response to an OFT ruling and Mortgage exit
                              fees in response to a FSA determination, the combined impact of which is expected to
                              be a #65m reduction in fee income throughout 2007.


                              The publicity generated by the OFT market study into current account charges has
                              generated an industry wide increase in customer requests for refunds of current
                              account service fees (in particular, unauthorised overdraft fees).  In the first
                              half of 2007, such refunds, including amounts agreed in principle but not yet paid,
                              together with the associated administration costs, amounted to #79m, and were
                              reported outside of our underlying results as they relate predominantly to fees
                              charged in prior years.  On 27 July it was announced that we, along with seven other
                              major UK current account providers, had reached agreement with the OFT to start
                              legal proceedings in the High Court of England and Wales for a declaration to
                              resolve legal uncertainties concerning the level, fairness and lawfulness of
                              unauthorised overdraft charges.  In the meantime, we and the other major UK current
                              account providers are seeking a stay of all current and potential future Court
                              proceedings regarding these fees which are brought against us in the UK, prior to
                              the resolution of the test case.  We have also obtained the consent of the Financial
                              Ombudsman not to proceed with consideration of the merits of any complaints
                              concerning these charges that are referred to him prior to the resolution of the
                              test case.  The outcome of the test case is unlikely to be known for at least 12
                              months.  Given the very early stage of these proceedings and the uncertainty as to
                              their outcome, it is not practicable at this time to estimate any potential
                              financial effect.


                              The Competition Commission review of Payment Protection Insurance is expected to run
                              well into next year and in the meantime it is likely that growth in this market will
                              not only be curbed by the appetite for unsecured credit but also by the uncertainty
                              of the review's outcome.


                              Finally, we welcome the Competition Commission's enquiry into the regulatory regime,
                              including price controls for SME banking services.  This is a market in which we are
                              currently under-represented and thus we intend to press for measures that will also
                              help stimulate more customer choice.



                                     Page 6

Divisional Performance



Retail                        Underlying profit before tax decreased by 8% to #1,043m (H1 2006 #1,133m).


                              Underlying net operating income was unchanged against the first half of 2006, net
                              interest income growth being held back by lower mortgage net lending and
                              non-interest income falling as the full year effect of changes to Credit Card fees
                              in 2006 emerges.


                              Underlying operating expenses also remained flat compared to the first half of 2006
                              reflecting further productivity improvements and the cost:income ratio remained
                              broadly stable at 38.8% (H1 2006 38.5%).


                              Advances increased by an annualised 4% reflecting our lower net mortgage share and
                              our continuing caution in unsecured markets, whilst deposits increased by an
                              annualised 9%.  The overall movement in net interest margin to 173bps (H2 2006
                              176bps, H1 2006 180bps) reflects strong pressure on mortgages largely offset by
                              better margins on liability products.


                              In Mortgages, our estimated gross lending market share in the first half of 2007 was
                              lower at 19% (2006 21%) as a consequence of the pricing strategy introduced in the
                              second half of 2006 which was designed to trade an element of gross share for
                              improved margins and lower principal repaid. Our estimated share of principal
                              repaid, however, remained at 24% (2006 24%), the new pricing strategy proving to be
                              largely unsuccessful. The combination of these factors saw our estimated share of
                              net lending reduce to 8% (2006 17%).


                              Having taken corrective action to our pricing strategy, the strength of the HBOS
                              franchise has been demonstrated by the speed with which we have returned to our
                              15-20% net lending range in May and June.  We also expect to trade in this range
                              through the second half of the year.


                              The mortgage market has gone through a significant structural change over the last
                              year, which has seen declining margins and shortening average lives. In part, this
                              is a natural consequence of our continuing preference to take around 30% of our
                              lending from the specialist sector where the returns are higher but the average life
                              shorter, owing to the highly intermediated nature of the specialist market. However,
                              HBOS, with our five brand distribution strengths and our low cost base, is
                              particularly well placed to emerge from the current changes in the mortgage market
                              as a clear long term winner.


                              Elsewhere in Retail, we continue to make good progress with product sales across the
                              Retail product range.  The real strength of the HBOS franchise is best illustrated
                              by our performance on the liability side of the balance sheet over the past six
                              months.  In Bank Accounts, our high interest current account, backed up with a high
                              profile TV campaign, has been very successful and we have increased our share of new
                              current accounts to 24%.


                              Savings inflow has also been extremely encouraging.  We are successfully exploiting
                              our position as the "clear number one" in Savings and we are seeing growth in
                              customer numbers and balances ahead of the market.  In total we have opened over
                              900,000 new savings accounts, with around 16% of these by new customers.  Savings
                              balances increased by an annualised 11%.


                              Retail credit trends are robust and in line with our previous guidance.  Retail
                              impaired loans as a % of closing advances decreased to 2.67% (end 2006 2.72%).
                              Secured impaired loans as a % of closing advances were slightly higher at 1.86% (end
                              2006 1.84%) reflecting a modest increase in specialist arrears offset by continuing
                              improvements in mainstream arrears.  Secured impairment losses were again minimal,
                              reflecting the strong collateral in the book.



                                     Page 7

                              Retail unsecured impaired loans as a % of advances decreased to 12.9% (end 2006
                              13.2%) giving us confidence that, when coupled with recent trends in respect of IVAs
                              and insolvencies, unsecured impairments have now peaked.   Unsecured impairment
                              losses in the first half of 2007 increased by 33%, strengthening unsecured provision
                              coverage from 71% to 76%, our expectation being that the improving trend of
                              unsecured impairments will lead to a lower charge in the second half.


                              Underlying profit before tax increased 54% to #1,243m (H1 2006 #809m) with a
                              continued excellent performance from the core UK operations now supplemented by
                              strong growth from our European operations.

Corporate

                              Underlying net operating income increased by 42%, reflecting good lending fee income
                              and very strong revenues from the investment portfolio.  Underlying net interest
                              income was broadly stable with the net interest margin at 212bps (H2 2006 213bps, H1
                              2006 237bps), the corresponding period last year benefiting from the inclusion of
                              Lex as a joint venture and from higher levels of early redemption premia.  The
                              strength of the Corporate franchise is demonstrated by the achievement of a stable
                              margin against the second half of 2006, whilst still delivering good growth in
                              lending.


                              Underlying operating expenses increased by 19% which included the consolidation of
                              Lex from 31 May 2006.  Excluding Lex, the increase in underlying expenses was 13% as
                              a result of performance based remuneration and continued investment in enhanced risk
                              management capabilities.


                              We continue to approach the UK corporate market from a selective and cautious
                              standpoint.  Despite the strong deal flow in the market, we have not participated in
                              deals with sub-optimal risk-adjusted returns or weaker covenants.  However, the
                              strength of our franchise and, in particular, our partnership approach with clients,
                              has supported strong ongoing growth.


                              Lending originations grew at an annualised 22% but, as in previous years, we
                              utilised sell down, this time to a hold level of 14% annualised growth.  Both the
                              origination and hold growth rates are ahead of the 2006 outcome, reflecting the
                              strength of both our origination franchise and our distribution capabilities.


                              Customer deposits increased by an annualised 12% to #41.9bn (end 2006 #39.5bn) as we
                              completed the move to focus our deposit gathering on sources suitable for funding
                              purposes.


                              The book value of the investment portfolio increased to #2.9bn (end 2006 #2.6bn)
                              despite strong first half realisations.  The stock of unrealised gains is broadly
                              unchanged from the start of the year and the portfolio continues to be exceptionally
                              well diversified across more than 600 investments.


                                     Page 8


                              Corporate credit quality remains robust.  While impaired loans as a % of advances
                              increased to 1.58% (end 2006 1.30%), impairment losses as a % of average advances
                              improved to 0.25% against the second half of 2006 (H1 2006 0.22%, H2 2006 0.29%).
                              Forward looking credit indicators remain favourable although we continue to exercise
                              caution in our underwriting and pricing disciplines at this stage in the credit
                              cycle.   In particular, given the potential for reduced liquidity in the secondary
                              markets, we continue to underwrite and price our originating activity on the
                              assumption that we would be comfortable holding the business on our balance sheet if
                              required to do so.


Insurance & Investment        Underlying profit before tax increased by 10% to #316m (H1 2006 #287m).


                              Underlying profit before tax for the General Insurance business reduced to #107m (H1
                              2006 #163m) as a result of a significant increase in claims arising directly from
                              the storms in January and the floods in June, the latter event estimated to have
                              cost #60m in claims.  The recent flooding in south and central England in July will
                              give rise to further significant claims.  Our current expectation is that the claims
                              arising from this latest event will be modestly higher than that for the June
                              floods.


                              General Insurance sales fell 1% to #868m GWP (H1 2006 #874m excluding Paymentshield
                              of #45m).  Household Insurance sales increased by 8%, as strong volume growth in our
                              branch network and improved cross sales with intermediaries more than offset a
                              competitive pricing environment.  Motor Insurance sales increased 9%, benefiting
                              from esure's prominent position in the growing internet segment.  Repayment
                              Insurance sales fell by 9% as a consequence of reduced consumer credit volumes and
                              the uncertainty arising from the Competition Commission enquiry into Payment
                              Protection Insurance.


                              Underlying profit before tax for our Investment Business increased by 69% to #209m
                              (H1 2006 #124m), reflecting the growth in profits from investment business as the
                              existing book of business grows in relative size.


                              UK Investment sales increased by 11% to #1,004m APE (H1 2006 #904m).  Bancassurance
                              sales increased by 16% as further productivity gains allowed us to consolidate our
                              position as the market leader.  In the Intermediary market, our more selective value
                              based approach which saw us withdraw from the Group pensions market in the first
                              half of 2007, resulted in 10% lower sales.  Wealth Management enjoyed an outstanding
                              first half with sales up 32%.  New business profitability improved to 29% of APE (H2
                              2006 27%, H1 2006 26%), well above our 25% benchmark.


                              On pages 76 to 79, we have provided supplementary embedded value ('Full EV')
                              information for our Investment Business.  On a Full EV basis, in the six months to
                              30 June 2007, Group underlying profit before tax was #136m higher than under IFRS
                              and underlying earnings per share was 2.5p or 5% higher.  The total net of tax
                              embedded value for our UK Investment Business at 30 June 2007 was #6,681m, #2,735m
                              (end 2006 #2,525m) higher than reported under IFRS.


International                 Underlying profit before tax in International increased by 12% to #327m (H1 2006
                              #293m, restated to exclude our European corporate business which transferred to
                              Corporate in the first half of 2007 and Drive which was sold in December 2006).
                              This is a particularly strong result given the significant levels of investment we
                              are making across the division.  Profits from our overseas operations (i.e.
                              International, Corporate Europe and overseas Treasury offices) now account for 13%
                              of Group underlying profit before tax.

                                     Page 9



                              In Australia, underlying profit before tax increased 4% to #144m (H1 2006 #139m).
                              In local currency the increase was 16%.  Underlying net operating income increased
                              by 18% reflecting strong lending and deposit growth (annualised 40% and 35%
                              respectively) in a buoyant economy, with some margin erosion due to business mix and
                              a competitive commercial environment.  Underlying expenses increased by 29% in line
                              with the continuing investment in our distribution network and the recently
                              announced branch expansion on the East Coast, where we plan to open more than 125
                              retail branches and 35 business banking centres over the next 3 to 4 years.


                              Impaired loans as a % of closing advances were largely unchanged at 0.99% (end 2006
                              1.00%). Impairment losses as a % of average advances were also unchanged at 0.13%
                              (H1 2006 0.13%).


                              In Ireland, underlying profit before tax increased by 14% to #80m (H1 2006 #70m).
                              Underlying net operating income increased by 16% reflecting strong lending and
                              deposit growth (annualised 23% and 10% respectively).  Underlying expenses increased
                              by 24% in line with our investment in the Retail expansion, with a market leading
                              personal current account launched in May and we are on track to achieve our branch
                              roll-out target for the remainder of the year.


                              Impaired loans as a % of advances decreased slightly to 1.82% (end 2006 1.87%) and
                              impairment losses as a % of average advances decreased to 0.06% (H1 2006 0.09%)
                              reflecting a generally benign credit environment.


                              In Europe & North America, underlying profit before tax increased by 23% to #103m
                              (H1 2006 #84m) driven by growth in European Financial Services ('EFS') and North
                              America.  Underlying net operating income increased by 22% primarily reflecting
                              annualised 34% lending growth, at broadly stable margins.  Underlying operating
                              expenses increased by 22% due to investment in the expansion of our distribution
                              capabilities, particularly in North America and Spain.


                              Impaired loans as a % of advances increased to 0.49% (end 2006 0.47%).  Credit
                              performance remains strong with impairment losses as a % of average advances stable
                              at 0.04% (H1 2006 0.05%).


Treasury & Asset Management   Underlying profit before tax increased by 24% to #194m (H1 2006 #156m).  Underlying
                              net operating income increased by 24% driven by strong sales and trading income.
                              Underlying operating expenses increased by 26% as we continue to invest in the
                              expansion of our Treasury operations, particularly in support of International
                              growth.  A notable feature of the first half's performance was the increasing use of
                              non-interest income bearing investments that have the effect of reducing net
                              interest income in favour of non-interest income returns.


                              In the first half of 2007, Treasury arranged 5 capital issues on behalf of HBOS plc
                              raising approximately #2.0bn in sterling equivalent and supported the raising of
                              #11.6bn from existing funding programmes, comprising #3.2bn of covered bonds and
                              #8.4bn of securitisations.


                              Total funds under management of our Asset Management businesses increased to
                              #112.3bn (end 2006 #107.8bn).  The increase was after the transfer of #4.2bn of
                              client funds as part of an agreed sale of Equitable Life funds.  Excluding this
                              transfer, funds under management increased by an annualised 16%, driven by strong
                              support for Insight's Liability Driven Investment and Fixed Income products and
                              Invista's property funds.



                                    Page 10

Outlook and Strategy          The UK economy continues to grow at a rate above its long term trend.  This,
                              together with inflation above the MPC target rate, is fuelling market expectations
                              of at least one more increase in Base Rates, additionally impacting affordability in
                              the second half of 2007.  House price growth is therefore expected to slow in the
                              second half.  We expect to see a similar controlled slowdown in the commercial
                              property market over the next 12 months.


                              On the liability side of the balance sheet, the outlook remains positive and we
                              expect to see continued strong growth right across the range of our savings and
                              investment businesses during the rest of 2007.


                              Our strategy is based around four clear strands: Growing the UK franchise, targeted
                              international growth, cost leadership and capital discipline.


                              With annualised growth currently running at around 10% and mortgage lending back on
                              track, we are seeing good progress across the range of UK growth opportunities, with
                              a particularly pleasing performance on the liability side of the balance sheet.


                              In Corporate, the strength and reputation of our franchise, together with our
                              investment in enhanced risk management capability, has enabled us to continue to be
                              selective in our hold appetite while still participating in value enhancing
                              opportunities.


                              Internationally we are delivering well on our growth agenda and making significant
                              investments in retail and commercial distribution in Australia and Ireland to
                              support our long term ambitions.


                              Cost leadership and improving efficiency are clear hallmarks of value creation at
                              HBOS.  We have made another substantial improvement to our cost:income ratio in the
                              first half of 2007 and we are on track to achieve the mid-thirties cost:income ratio
                              by the end of 2010.


                              Our view on the importance of capital discipline and efficiency at HBOS is
                              unchanged.  We will complete our #500m share buyback programme this year.  In
                              addition, today's 23% interim dividend increase demonstrates how our capital
                              discipline and efficiency is translated into a higher payout ratio for our
                              shareholders.  Above all, today's dividend increase points to the confidence we have
                              in our future.



                                    Page 11


FINANCIAL HIGHLIGHTS
                                                           Half year      Half year      Half year         Year

                                                               ended          ended          ended        ended

                                                          30.06.2007     30.06.2006     31.12.2006   31.12.2006

                                                                  #m             #m             #m           #m

Divisional underlying profit before tax*
       Retail                                                  1,043          1,133          1,231        2,364
       Corporate                                               1,243            809            967        1,776
       Insurance & Investment                                    316            287            294          581
       International                                             327            293            324          617
       Treasury & Asset Management                               194            156            194          350
       Group Items                                              (161)          (111)          (130)        (241)
       Drive                                                                     45             45           90
Group underlying profit before tax                             2,962          2,612          2,925        5,537


Profit attributable to ordinary shareholders                    2,063          1,729          2,091       3,820

Balance Sheet
Loans and advances to customers ('Advances')                  395,210        361,631       376,808      376,808
Total assets                                                  624,090        570,433       591,029      591,029
Customer deposits                                             227,117        208,137       211,857      211,857
Debt issued(1)                                                204,190        189,523       203,342      203,342
Shareholders' equity (excluding minority interests)            21,521         19,088        20,685       20,685

Capital Adequacy                                                    %              %              %            %
Tier 1 capital ratio                                              8.0            8.1            8.1          8.1
Total capital ratio                                              12.0           12.2           12.0         12.0

Performance Ratios                                                  %              %              %            %
Post tax return on mean equity(2) (3)                            21.0           20.5           21.0         20.8
Cost:income ratio(2) (4)                                         39.9           41.3           40.7         41.0
Net interest margin(3) (4)                                       1.68           1.74           1.71         1.72

Per Ordinary Share
Earnings (basic)(5)                                             55.1p          45.3p          55.3p       100.6p
Earnings (underlying)(5)                                        54.6p          47.0p          53.5p       100.5p
Dividends                                                       16.6p          13.5p          27.9p        41.4p
Dividend growth                                                   23%            15%            15%          15%
Net asset value                                                  541p           469p           516p         516p

Share Information
Closing number of ordinary shares in issue (millions)           3,745          3,801          3,764        3,764
Average number of ordinary shares in issue for basic            3,746          3,819                       3,796
and underlying EPS (millions)
                                                                                              3,773
Value of shares bought back for cancellation (#m)                 394            502            480          982
Average price per share of buyback                             #10.45          #9.57         #10.51       #10.01



*       Refer to Definition of Underlying on page 13.

        Notes 1 - 5 refer to page 14.

                                    Page 12
Definition of Underlying


References to underlying incorporate the following adjustments:
*   Excluding Retail banking fee refunds, the impact of the change in corporation tax rate, the profit on sale of
    Drive, mortgage endowment compensation, goodwill impairment, policyholder tax payable, the impact of short term
    fluctuations ('STFs') and changes to economic assumptions for Long Term Assurance Business accounted for on an
    embedded value basis;

*   Netting against income of operating lease depreciation, impairment on investment securities, changes in
    insurance and investment contract liabilities, change in unallocated surplus and net claims incurred on
    insurance contracts; and

*   Including share of profits of associates and jointly controlled entities within underlying non-interest income.


The following table summarises the movements between underlying profit before tax and profit before tax:

                                                     Half year      Half year      Half year             Year

                                                         ended          ended          ended            ended

                                                    30.06.2007     30.06.2006     31.12.2006       31.12.2006

                                                            #m             #m             #m               #m
Underlying profit before tax                             2,962          2,612          2,925            5,537
Retail banking fee refunds                                 (79)
Impact of the 2008 change in corporation tax               (18)
rate on the value of leasing assets (6)
Profit on sale of Drive                                                                  180              180
Mortgage endowment compensation                                                          (95)             (95)
Goodwill impairment                                         (2)                          (55)             (55)
Policyholder tax payable                                   167            134             86              220
Short term fluctuations (7)                                (33)           (92)            11              (81)
Profit before tax                                        2,997          2,654           3,052           5,706



Notes 6 - 7 refer to page 14.



                                    Page 13
Notes
(1)   The figures for debt issued comprise debt securities in issue and other borrowed funds.
(2)   Calculated on an underlying basis.
(3)   Annualised.
(4)   Excluding the impact of Drive.
(5)   Basic earnings per share is based on profit attributable to ordinary shareholders of #2,063m (H1 2006
      #1,729m) and weighted average number of ordinary shares in issue of 3,746m (H1 2006 3,819m). Underlying
      earnings per share is based on underlying profit attributable to ordinary shareholders of #2,046m (H1
      2006 #1,794m).


                                                       Half year    Half year         Half year         Year

                                                           ended        ended             ended        ended

                                                      30.06.2007   30.06.2006        31.12.2006   31.12.2006

                                                              #m           #m                #m           #m
      Profit attributable to shareholders                  2,114        1,759             2,120        3,879
          Preference dividends                               (51)         (30)              (29)         (59)

      Profit attributable to ordinary shareholders         2,063        1,729             2,091        3,820
          Retail banking fee refunds                          55
          Impact of the 2008 change in corporation
      tax rate on:
                the value of leasing assets (6)               13
                deferred tax net liabilities(6)             (110)
          Profit on sale of Drive                                                          (180)        (180)
          Mortgage endowment compensation                                                    67           67
          Goodwill impairment                                  2                             55           55
          Short term fluctuations                             23           65                (8)          57
          Profit of disposal group classified as                                             (3)          (3)
      held for     sale attributable to ordinary
      shareholders

      Underlying profit attributable to ordinary           2,046        1,794             2,022        3,816
      shareholders

(6)   As a result of the 2007 Finance Act, the main UK corporation tax rate will reduce from 30% to 28% from
      April 2008.  This has resulted in a net benefit to profit attributable to ordinary shareholders of #97m
      in H1 2007, comprising a #110m reduction in deferred tax net liabilities and a #13m (#18m pre-tax)
      reduction to the value of leasing assets which contain tax variation clauses that pass on the benefit
      of tax changes to customers.
(7)   Short term fluctuations represent the impact of fluctuations in investment returns relative to those
      based on longer term assumptions and variances in policyholder tax payable from an expected charge for
      the period.


                                    Page 14


KEY DIVISIONAL STATISTICS
                                                                   Half year   Half year   Half year        Year

                                                                       ended       ended       ended       ended

                                                                  30.06.2007  30.06.2006  31.12.2006  31.12.2006
Retail

Underlying profit before tax (#m)(1)                                   1,043       1,133       1,231       2,364
Gross mortgage lending (#bn)                                            33.6        35.2        38.4        73.6
Net mortgage lending (#bn)                                               4.3        10.3         8.5        18.8
Gross mortgage lending market share (estimated) (%)                       19          22          21          21
Principal repaid mortgage lending market share (estimated) (%)            24          23          24          24
Net mortgage lending market share (estimated) (%)                          8          21          14          17
Stock of mortgages market share (estimated) (%)                           20          21          21          21
Customer deposits (#bn)                                                151.3       135.9       144.6       144.6
Share of UK Household Sector Liquid Assets (estimated) (%)                16          16          16          16
Loans and advances to customers (#bn)                                  242.1       229.1       237.7       237.7
Risk weighted assets (#bn)                                             109.6       112.2       112.4       112.4
Impairment losses as a % of average advances (%)                        0.28        0.26        0.22        0.48
Impairment provisions as a % of impaired loans (%)                        32          32          33          33
Impairment provisions as a % of closing advances (%)                    0.86        0.92        0.89        0.89
Impaired loans as a % of closing advances (%)                           2.67        2.91        2.72        2.72
Net interest margin (%)(2)                                              1.73        1.80        1.76        1.78
Cost:income ratio (%)(3)                                                38.8        38.5        38.2        38.4

Corporate

Underlying profit before tax (#m)(1)                                   1,243         809         967       1,776
Loans and advances to customers (#bn)                                   95.8        86.0        89.6        89.6
Customer deposits (#bn)                                                 41.9        41.1        39.5        39.5
Risk weighted assets (#bn)                                             111.9       100.7       106.5       106.5
Impairment losses as a % of average advances (%)                        0.25        0.22        0.29        0.50
Impairment provisions as a % of impaired loans (%)                        49          61          63          63
Impairment provisions as a % of closing advances (%)                    0.78        0.82        0.82        0.82
Impaired loans as a % of closing advances (%)                           1.58        1.35        1.30        1.30
Net interest margin (%)(2)                                              2.12        2.37        2.13        2.25
Cost:income ratio (%)(3)                                                22.8        27.1        26.8        26.9

Insurance & Investment

Underlying profit before tax (#m)(1)
    Insurance & Investment                                               316         287         294         581
    General Insurance                                                    107         163         141         304
    Investment Business                                                  209         124         153         277
General Insurance sales (Gross Written Premiums) (#m)                    868         919         975       1,894
Investment sales (Annual Premium Equivalent) (#m)(4)                   1,004         904         913       1,817

                                    Page 15

                                                                   Half year   Half year   Half year        Year

                                                                       ended       ended       ended       ended
                                                                  30.06.2007  30.06.2006  31.12.2006  31.12.2006



International

Underlying profit before tax (#m)(1)                                     327         293         324         617
Loans and advances to customers (#bn)                                   56.8        42.7        48.7        48.7
Customer deposits (#bn)                                                 19.8        14.3        17.5        17.5
Risk weighted assets (#bn)                                              47.7        37.2        41.3        41.3
Impairment losses as a % of average advances (%)                        0.09        0.11        0.12        0.22
Impairment provisions as a % of impaired loans (%)                        42          43          42          42
Impairment provisions as a % of closing advances (%)                    0.49        0.51        0.51        0.51
Impaired loans as a % of closing advances (%)                           1.17        1.18        1.19        1.19
Net interest margin (%)(2)                                              1.90        1.97        1.98        1.97
Cost:income ratio (%)(3)                                                47.0        44.1        45.0        44.6
Investment sales (Annual Premium Equivalent) (#m)(4)                      41          39          64         103

Treasury & Asset Management

Underlying profit before tax (#m)(1)                                     194         156         194         350
Risk weighted assets (#bn)                                              15.4        14.5        15.0        15.0
Net interest margin (bps)(2)                                               5           7           6           7
Cost:income ratio (%)(3)                                                47.2        46.4        47.7        47.1
Asset Management funds under management (#bn)                          112.3        96.6       107.8       107.8
Total Group funds under management (#bn)                               139.6       110.1       132.8       132.8


(1) Refer to Definition of Underlying on page 13.
(2) Annualised.
(3) Calculated on an underlying basis.
(4) Annual Premium Equivalent ('APE') is calculated as annual premiums plus 10% of single premiums.

                                    Page 16
                     SUMMARY CONSOLIDATED INCOME STATEMENT


                                                         Half year       Half year       Half year          Year

                                                             ended           ended           ended         ended

                                                        30.06.2007      30.06.2006      31.12.2006     31.12.2006

                                                                #m              #m              #m            #m


Underlying net interest income (1)                           3,626           3,647           3,753         7,400
Underlying non-interest income (1)                           2,801           2,150           2,567         4,717
Underlying net operating income (1)                          6,427           5,797           6,320        12,117
Underlying operating expenses (1)                           (2,563)         (2,369)         (2,539)       (4,908)
Impairment losses on loans and advances                       (963)           (864)           (878)       (1,742)
Underlying operating profit (1)                              2,901           2,564           2,903         5,467
Non-operating income                                            61              48              22            70
Underlying profit before taxation (1)                        2,962           2,612           2,925         5,537
Retail banking fee refunds                                     (79)
Impact of the change of corporation tax rate on                (18)
the value of leasing assets
Profit on sale of Drive                                                                        180           180
Mortgage endowment compensation                                                                (95)          (95)
Goodwill impairment                                             (2)                            (55)          (55)
Policyholder tax payable                                       167             134              86           220
Short term fluctuations                                        (33)           (92)              11           (81)
Profit before taxation                                       2,997           2,654           3,052         5,706
Tax on profit                                                 (858)           (865)           (907)       (1,772)
Profit after taxation                                        2,139           1,789           2,145         3,934
Profit of disposal group classified as held for                  4                               5             5
sale
Profit for the year                                          2,143           1,789           2,150         3,939

Attributable to:
Parent company shareholders                                  2,114           1,759           2,120         3,879
Minority interests                                              29              30              30            60
                                                             2,143           1,789           2,150         3,939



SUMMARY CONSOLIDATED BALANCE SHEET

                                                                               As at           As at        As at

                                                                          30.06.2007      30.06.2006   31.12.2006

                                                                                  #m              #m           #m
Assets
Loans and advances to customers                                              395,210         361,631      376,808
Investment securities                                                        120,864         113,271      117,031
Other assets                                                                 108,016          95,531       97,190
Total Assets                                                                 624,090         570,433      591,029

Liabilities
Customer accounts                                                            227,117         208,137      211,857
Debt securities in issue                                                     181,477         169,449      183,650
Other borrowed funds                                                          22,713          20,074       19,692
Other liabilities                                                            170,902         153,480      154,659
Total Liabilities                                                            602,209         551,140      569,858

Shareholders' Equity (excluding minority interests)                           21,521          19,088       20,685
Minority interests                                                               360             205          486
Shareholders' Equity                                                          21,881          19,293       21,171

Total Liabilities and Shareholders' Equity                                   624,090         570,433      591,029

(1)           Refer to Definition of Underlying on page 13.

                                     Page17


RETAIL


Underlying profit before tax in Retail decreased by 8% to #1,043m (H1 2006
#1,133m).  Underlying net operating income remained flat at #2,717m (H1 2006
#2,729m), primarily as a result of lower net lending share in Mortgages and
downward pressure on fee income, in particular in respect of Credit Card default
fees.  Lending increased by 4% (annualised) and customer deposits increased by
9% (annualised).


Underlying operating expenses remained flat and, as a consequence, the cost:
income ratio remained stable at 38.8% (H1 2006 38.5%).  Impairment losses
increased by 15%, strengthening provision coverage in respect of unsecured
impairments.  Impairments in our unsecured portfolio have, we believe, now
reached their peak.



Financial Performance


Income Statement                                         Half year       Half year       Half year            Year

                                                             ended           ended           ended           ended

                                                        30.06.2007      30.06.2006      31.12.2006      31.12.2006

                                                                #m              #m              #m              #m
Net interest income                                          2,087           2,047           2,141           4,188
Underlying non-interest income                                 630             682             670           1,352
      Mortgages and Savings                                    256             241             252             493
      Banking                                                  220             217             211             428
      Business Banking                                          20              13              18              31
      Personal Loans                                            66              57              52             109
      Credit Cards                                             116             152             134             286
      Other                                                     22              24              25              49
      Fees and commission income                               700             704             692           1,396
      Fees and commission expense                              (55)            (31)            (35)            (66)
      Other operating income                                    14               8              12              20
      Share of profits of associates and jointly                (7)              1               1               2
controlled entities
      Impairment on investment securities                      (22)
Underlying net operating income                              2,717            2,729          2,811           5,540
Underlying operating expenses                               (1,053)         (1,052)         (1,075)         (2,127)
      Staff                                                   (524)           (524)           (532)         (1,056)
      Accommodation, repairs and maintenance                    (4)             (5)             (5)            (10)
      Technology                                               (25)            (25)            (29)            (54)
      Marketing and communication                              (87)            (94)            (85)           (179)
      Depreciation:
      Property and equipment and intangible assets             (37)            (34)            (35)            (69)
Other                                                          (43)            (50)            (51)           (101)
      Sub total                                               (720)           (732)           (737)         (1,469)
      Recharges:
      Technology                                              (129)           (131)           (132)           (263)
      Accommodation                                           (137)           (122)           (140)           (262)
      Other shared services                                    (67)            (67)            (66)           (133)
Underlying operating profit before provisions                1,664           1,677           1,736           3,413
Impairment losses on loans and advances                       (678)           (592)           (505)         (1,097)
Underlying operating profit                                    986           1,085           1,231           2,316
Non-operating income                                            57              48                              48
Underlying profit before tax                                 1,043           1,133           1,231           2,364

Net interest margin                                           1.73%           1.80%           1.76%           1.78%
Impairment losses as a % of average advances                  0.28%           0.26%           0.22%           0.48%
Cost:income ratio                                             38.8%           38.5%           38.2%           38.4%

                                    Page 18


Operating Income and Margins

Total underlying net operating income remained flat at #2,717m (H1 2006
#2,729m).  Net interest income grew by 2% to #2,087m (H1 2006 #2,047m) but
underlying non-interest income declined by 8% to #630m (H1 2006 #682m).  Fees
and commission income fell by #4m to #700m (H1 2006 #704m) including a #36m
reduction in Credit Card related fees, attributable to the industry wide changes
following the OFT enquiry in the second half of 2006.


The table below summarises the movements in net interest margins and spreads.


Net Interest Margins and Spreads                   Half year       Half year       Half year            Year

                                                       ended           ended           ended           ended

                                                  30.06.2007      30.06.2006      31.12.2006      31.12.2006

                                                          #m              #m              #m              #m
Net Interest Income:
      Interest receivable                              7,914           6,881           7,450          14,331
      Interest payable                                (5,895)         (4,908)         (5,376)        (10,284)
      Capital earnings                                    68              74              67             141
                                                       2,087           2,047           2,141           4,188
Average Balances:
      Total interest earning assets                  242,895         229,840         240,812         235,371

      Interest bearing        - deposits              158,638         142,367         149,090        145,756
liabilities
                              - other                  84,257          87,473          91,722         89,615
      Total interest bearing liabilities             242,895         229,840          240,812        235,371

Average Rates:                                             %               %               %               %
      Gross yield on interest earning assets            6.57            6.04            6.14            6.09
      Cost of interest bearing liabilities             (4.89)          (4.31)          (4.43)          (4.37)
Net Interest Spread                                     1.68            1.73            1.71            1.72
      Capital earnings                                  0.05            0.07            0.05            0.06
Net Interest Margin                                     1.73            1.80            1.76            1.78




Movement in margin                                                                          Basis points
Net interest margin for the half year ended 31 December 2006                                        176
       Mortgages and Savings                                                                         (8)
       Banking                                                                                        6
       Credit Cards                                                                                  (1)
Net interest margin for the half year ended 30 June 2007                                            173



In aggregate, product spreads fell by 3bps.  The highly competitive conditions
in the mortgage market and shorter asset lives on existing business have led to
an 8bps fall in the combined Mortgages and Savings spread.  This has been
partially offset by the favourable movement in the Banking spread of 6bps due to
a combination of growth in balances and improved product spreads.  There was
also a reduction of 1bp in the contribution from Credit Cards.



Operating Expenses

Cost management remains a core competence in Retail and we continue to maintain
a tight rein on costs which is evident in our first half performance.  The
ongoing benefits of cost management programmes initiated in prior years have
enabled us to not only absorb volume related increases in the underlying cost
base but also reinvest an element of the savings in the future development of
the Retail business.  Growth in underlying operating expenses has been contained
to just #1m taking total operating expenses to #1,053m (H1 2006 #1,052m).
Consequently, combined with the flat position in income, our cost:income ratio
remained broadly stable at 38.8% (H1 2006 38.5%).



Credit Quality and Provisions

With 92.9% (end 2006 92.7%) of loans secured on residential property, Retail's
overall credit quality remains strong with total impaired loans falling slightly
to 2.67% (end 2006 2.72%) of closing advances.

                                    Page 19


Impairment losses as a % of average advances were 0.28% (H1 2006 0.26%).  Total
impairment losses increased by 15% to #678m (H1 2006 #592m) with the unsecured
impairment charge comprising #690m (H1 2006 #520m).  Total provisions coverage
of impaired loans was broadly unchanged at 32% (end 2006 33%) with closing
provisions as a % of closing advances decreasing to 0.86% (end 2006 0.89%).



Secured Impairments

Total impaired secured loans increased to #4,183m (end 2006 #4,047m),
representing 1.86% (end 2006 1.84%) of asset balances.  Mortgages in arrears but
not in possession increased marginally to 1.73% (end 2006 1.70%) of the debt
value as a result of increased arrears in our Specialist book, in line with
expectations given interest rate increases, partially offset by a further
reduction in Mainstream mortgages.


Arrears             Cases 000s           Total Mortgages %        Value of Debt #m*        Total Mortgages %
               30.06.2007  31.12.2006   30.06.2007  31.12.2006   30.06.2007  31.12.2006   30.06.2007  31.12.2006
Mainstream           28.0        28.3         1.20        1.17        2,351       2,362         1.42        1.46
Specialist            8.7         7.8         1.93        1.76        1,512       1,366         2.59        2.40
Total                36.7        36.1         1.32        1.26        3,863       3,728         1.73        1.70



*    Value of debt represents total book value of mortgages in arrears.



Secured provisions as a % of closing advances decreased to 0.15% (end 2006
0.19%).  Improvements in the Loan to Value (LTV) of the impaired portfolio and
roll rates have supported a reduction of provisions coverage to 8% (end 2006
10%). The average LTV of the impaired portfolio has decreased slightly to 55%
(end 2006 57%) with the equivalent figures for the impaired Mainstream and
Specialist portfolios at 49% (end 2006 52%) and 65% (end 2006 68%) respectively.



Unsecured Impairments

Impaired unsecured loans declined to #2,277m (end 2006 #2,411m), representing
12.86% of closing advances (end 2006 13.17%).  Provisions as a % of closing
advances increased to 9.83% (end 2006 9.29%), provisions coverage as a % of
impaired loans being strengthened to 76% (end 2006 71%) and impairment losses in
the first half of 2007 increasing to #690m (H1 2006 #520m).  Our expectation is
that this marks the peak of unsecured impairments and thus that the
corresponding impairment charge will be lower in the second half.



Personal Loans

Impaired personal loans decreased to 16.2% of closing advances (end 2006 17.0%).
  Provisions as a % of closing advances have increased to 12.7% (end 2006
11.5%).



Credit Cards

Impaired loans and provisions have decreased to 15.0% (end 2006 15.4%) and 11.3%
(end 2006 11.4%) of closing advances respectively.  We are encouraged by
stability in arrears roll rates, overdrawn limits and utilisation levels.


                                                               30.06.2007         30.06.2006          31.12.2006

                                                                        %                  %                   %
Credit utilisation(1)                                                27.2               27.9                28.1
Overdrawn limits(2)                                                   7.0                6.9                 6.9
Arrears roll rates(3)                                                57.5               56.5                58.1



(1)     percentage of total available credit lines that are drawn down (restated
to exclude unutilised expired cards).

(2)     percentage of accounts in excess of credit limit.

(3)     percentage of credit card balances in arrears that have worsened in the
period.



Bank Accounts

Impaired assets have decreased slightly to 5.2% of closing advances (end 2006
5.3%) and provisions increased to 3.9% (end 2006 3.6%) of closing advances
reflecting our continued focus on the acquisition of good quality new business.



Business Banking

For Business Banking, impaired assets remained at 5.3% (end 2006 5.3%) and
provisions increased slightly to 3.6% (end 2006 3.5%) of closing advances
respectively. This is in line with expectations given the current stage in the
evolution of this business.

                                    Page 20


Non-operating Income

Non-operating income of #57m (H1 2006 #48m) comprises realised gains of #29m (H1
2006 #26m) from the sale of shares in Rightmove, and profit on the sale and
leaseback of premises of #28m (H1 2006 #22m).


                                                                            As at           As at           As at
         Balance Sheet and Asset Quality Information                   30.06.2007      30.06.2006
                                                                                                       31.12.2006
         Loans & advances to customers                                   #242.1bn        #229.1bn        #237.7bn

         Classification of advances*                                            %               %               %
               Residential mortgages                                         92.4            92.5            92.1
               Other personal lending:
                     Secured Personal Loans                                   0.5             0.7             0.6
                     Unsecured Personal Loans                                 3.7             3.5             3.7
                     Credit cards                                             2.8             2.9             3.0
                     Banking                                                  0.6             0.4             0.6
                     Total                                                  100.0           100.0           100.0
*      Before impairment provisions.

Impairment provisions on advances                                              #m              #m              #m
            Secured                                                           340             446             408
            Unsecured                                                       1,740           1,659           1,700
            Total                                                           2,080           2,105           2,108

Impairment provisions as a % of closing advances                                %               %               %
            Secured                                                          0.15            0.21            0.19
            Unsecured                                                        9.83            9.43            9.29
            Total                                                            0.86            0.92            0.89

Impairment provisions as a % of impaired loans                                  %               %               %
            Secured                                                             8              10              10
            Unsecured                                                          76              73              71
            Total                                                              32              32              33

Impaired loans                                                                 #m              #m              #m
            Secured                                                         4,183           4,380           4,047
            Unsecured                                                       2,277           2,288           2,411
            Total                                                           6,460           6,668           6,458

Impaired loans as a % of closing advances                                       %               %               %
            Secured                                                          1.86            2.07            1.84
            Unsecured                                                       12.86           13.00           13.17
            Total                                                            2.67            2.91            2.72

Risk weighted assets                                                     #109.6bn        #112.2bn        #112.4bn

Customer deposits                                                        #151.3bn        #135.9bn        #144.6bn






Operational Performance


Lending and Deposit Growth

Overall Retail lending increased by an annualised 4% to #242.1bn (end 2006
#237.7bn) and deposits increased by an annualised 9% to #151.3bn (end 2006
#144.6bn).



Mortgages

The first half mortgage performance has been heavily influenced by our retention
strategy, which was introduced in the latter part of 2006 and designed to trade
an element of gross share for improved principal repaid.  Two initiatives were
introduced to improve retention; paying procuration fees to intermediaries for
mortgage transfers and a change in pricing for transfers and remortgage
business.  While the payment of procuration fees to


                                    Page 21

intermediaries has been largely successful, the change in pricing strategy has
not.  As anticipated, gross lending fell to #33.6bn (H1 2006 #35.2bn), resulting
in an estimated market gross share of 19% (2006 21%).  Principal repaid,
however, did not improve as anticipated, continuing to reflect previous high
levels of gross lending in addition to the current market trend towards shorter
asset lives.  Our estimated share of principal repaid was unchanged at 24% (2006
24%).


As a consequence of the above, net lending of #4.3bn (H1 2006 #10.3bn) resulted
in an estimated market share of 8% (2006 17%).  However, having taken the
corrective action to change the pricing of our remortgage business, volumes
picked up significantly in the second quarter and we finished the half with a
strong pipeline.  In May and June, estimated net lending share was within our
expected 15%-20% range and we anticipate operating within this range in the
second half of 2007.


Our stock of mortgage assets ended the half year at #224bn (end 2006 #219bn),
representing a market share of 20% (end 2006 21%).


The share of our new business which was taken up by specialist lending remained
stable at 29%, slightly ahead of the industry average.  Our reduced reliance on
remortgage business has resulted in a marginal increase to our new business LTV
ratio to 65% (end 2006 64%). Our overall book LTV fell slightly to 43% (end 2006
44%).



Unsecured Personal Loans

The personal loan gross lending market has remained flat year-on-year.  We
therefore continue to focus on the acquisition of better quality business at
returns that reflect the associated risk, maintaining our estimated share of
gross lending at 9% (H1 2006 9%).  Balances have remained unchanged at #6.6bn
(end 2006 #6.6bn), also maintaining our share of stock at 9%.



Credit Cards

In the first half of 2007, in line with our reduced appetite for Credit Card
growth, we acquired 296,000 new accounts (380,000 including those acquired
through our joint venture partners), resulting in an estimated market share of
10% of new credit card accounts.  We continue to focus on higher quality
segments of the market.  Outstanding balances fell by 4% to #6.7bn (end 2006
#7.0bn) compared with a reduction of 2.7% in the market as a whole, reflecting
the proactive tightening of credit availability to higher risk accounts.



Retail Savings

Savings deposits have grown by an annualised 11% to #131bn (end 2006 #124bn),
slightly ahead of market growth, further consolidating our position as the UK's
largest savings provider with an estimated share of Household Sector Liquid
Assets of 16% (end 2006 16%).  Our multi-brand strategy has enabled us to
compete successfully whilst at the same time protecting margins.  During the
first half we delivered #1.2bn inflow into ISAs, helping to maintain our
estimated share of stock at 21%.  We also achieved an inflow of #1.1bn into
Fixed Rate and #1.1bn into Internet/Telephone based accounts.


Our product range continues to offer value and choice, ensuring we remain
attractive to new and existing customers alike. This has enabled us to increase
the size of our customer base, with over 140,000 new to franchise customers and
over 900,000 new accounts opened in total during the first half.  We continue to
innovate with the launch of the Halifax Christmas Saver, and we were the first
savings institution to announce plans to reunite dormant account holders with
around #50m of their deposits in advance of the Government scheme that is
expected to be introduced in 2009.



Bank Accounts

The launch of the Ultimate Reward Current Account, which offers a package of
benefits in return for a monthly fee, coupled with our #100 switching incentive,
has helped continue the sales momentum enjoyed last year.  The competitiveness
of our product range has been recognised by Your Money with the award of the
Best Banking Provider 2007, and the Best Student Banking Provider 2007 for the
second year running.  We have acquired 516,000 (H1 2006 400,000) new Bank
Accounts of which 77% (H1 2006 77%) were full facilities current accounts.  We
have an estimated market share of new current accounts of 24% (H1 2006 20%).



Regulatory Enquiry into Bank Charges

The publicity generated by the OFT market study into current account charges has
generated an industry wide increase in customer requests for refunds of current
account service fees.  In the first half of 2007, the cost of such refunds
amounted to #79m, which we have reported outside of our underlying results as
they relate predominantly to fees charged in prior years.  The heightened
publicity has also resulted in a growing propensity for customers to


                                    Page 22

challenge current year banking fees more generally, the impact of which has been
included in our underlying results.



Business Banking

We continue to win quality business banking accounts from the competition, with
7,300 switchers in the first half of 2007 (H1 2006 8,450).  The focus on higher
value new business has helped underlying income increase by 16% compared to the
first half of 2006.


We continue to see the SME market as an attractive opportunity for growth in
England & Wales. We welcome the Competition Commission's forthcoming review of
SME banking services.  This is a market in which we are currently
under-represented and thus we intend to press for measures that will also help
stimulate more customer choice.



Prospects

We expect to build on the strong first half performances of our Savings and
Banking businesses. We will also maintain our focus on growth in good quality
Credit Cards and Unsecured Personal Loans.


In Mortgages, the anticipated slow down in house prices, together with a subdued
unsecured loan market and the anticipated benefits of Basel II in respect of
secured assets, is likely to lead to continued competition and associated
downward pressure on margins.  In this environment, we will seek to optimise
shareholder value through the careful management of our business mix in specific
product segments and distribution channels.


As in the recent past, this will see us pursue greater share in higher margin
product segments and less share in lower margin segments.  We will also seek to
positively influence retention rates on existing business, but only in so far as
such actions enhance value.  As previously guided, we expect to trade within a
15%-20% net lending range for the second half of 2007.


We remain confident in respect of our growth prospects across all of our Retail
businesses despite the current headwinds being experienced in Mortgages and
banking fees.  Whilst recognising the need to choose the right time for growth
in markets, our uniquely strong sales and distribution model gives us the
ability to achieve profitable growth and market share.

                                    Page 23


CORPORATE



Underlying profit before tax in Corporate increased by 54% to #1,243m (H1 2006
#809m). This performance demonstrates continued success in growing our
non-interest income revenue streams. It also reflects selective asset growth
under our Asset Class model, combined with continued cost discipline across the
business. With continued competitive pressure on margins prevailing in many
segments of the UK market, we retain an appropriate risk appetite in order to
protect returns, and continue to see good opportunities for growth in both the
UK and in Europe.


As announced in March 2007, the Group's European Corporate business now forms
part of the Corporate Division's results.



Financial Performance


Income Statement                                     Half year    Half year            Half year                  Year
                                                         ended        ended                ended                 ended
                                                     30.06.2007   30.06.2006           31.12.2006           31.12.2006
                                                                         #m                                         #m
                                                            #m                                #m
Underlying net interest income                             992        1,003                  961                 1,964
Underlying non-interest income                             922          348                  705                 1,053
      Commitment fees                                       29            24                   21                   45
      Guarantee fees                                        12            14                   13                   27
      International fees                                     8            23                   26                   49
      Transaction fees                                      30            33                   30                   63
      Underwriting fees                                     87            58                   35                   93
      Other                                                 77            45                   59                   104
      Fees and commission income                           243          197                  184                    381
      Fees and commission expense                          (17)         (19)                  (4)                  (23)
      Profit on sale of investment securities              253           69                  155                   224
      Operating lease rental income                        646          379                  642                 1,021
      Other operating income                               187           48                  111                   159
      Share of profits of associates and jointly           108           19                  137                   156
controlled entities
      Operating lease depreciation                        (493)        (287)                (509)                 (796)
      Impairment on investment securities                   (5)         (58)                 (11)                  (69)
Underlying net operating income                          1,914         1,351               1,666                 3,017
Underlying operating expenses                             (436)        (366)                (446)                 (812)
      Staff                                               (259)        (206)                (261)                 (467)
      Accommodation, repairs and maintenance                (3)          (3)                  (1)                   (4)
      Technology                                            (8)         (10)                  (6)                  (16)
      Marketing and communication                          (16)         (14)                 (18)                  (32)
      Depreciation:
Property and equipment and intangible assets               (23)         (13)                 (18)                  (31)
      Other                                                (52)         (42)                 (55)                  (97)
      Sub total                                           (361)        (288)                (359)                 (647)
      Recharges:
Technology                                                 (26)         (23)                 (27)                  (50)
Accommodation                                              (27)         (25)                 (28)                  (53)
Other shared services                                      (22)         (30)                 (32)                  (62)
Underlying operating profit before provisions            1,478          985                1,220                 2,205
Impairment losses on loans and advances                   (235)        (176)                (253)                 (429)
Underlying profit before tax                             1,243          809                  967                 1,776

Net interest margin                                       2.12%        2.37%                2.13%                 2.25%
Impairment losses as a % of average advances              0.25%        0.22%                0.29%                 0.50%
Cost:income ratio                                         22.8%        27.1%                26.8%                 26.9%





                                    Page 24


Operating Income and Margins

Underlying net operating income increased by 42% to #1,914m (H1 2006 #1,351m).
Underlying net interest income fell by 1% to #992m (H1 2006 #1,003m) and
underlying non-interest income increased by 165% to #922m (H1 2006 #348m).


Underlying net interest income growth is distorted by the inclusion of Lex, now
a wholly owned subsidiary but previously reported as a joint venture until 31
May 2006.  Adjusting for Lex, underlying net interest income on a like-for-like
basis increased by 2%.  A table has been included below setting out the overall
impact of Lex on the Income Statement.


Lending margins have narrowed slightly due to the high level of liquidity
available in the market, but the impact on the net interest margin has been
offset by improvements in deposit margins.


Movement in margin                                                                  Basis points

Net interest margin for the half year ended 31 December 2006                                       213
Lending margins                                                                                     (4)
Deposit margins                                                                                      2
Capital earnings                                                                                     1
Net interest margin for the half year ended 30 June 2007                                           212

Net fees and commission income increased by 27% to #226m (H1 2006 #178m) mainly
arising from an increase in underwriting fees.  Net operating lease income
increased by 66% to #153m (H1 2006 #92m), primarily as a result of the inclusion
of Lex as a wholly owned subsidiary.

Corporate investment portfolio revenues (i.e. profits on the sale of investment
securities, other operating income, share of profits of associates and jointly
controlled entities, less impairment on investment securities) increased to
#543m (H1 2006 #78m).  Against the #392m recorded in the second half of 2006,
the increase was #151m or 39%.  Profits on the sale of investment securities
increased to #253m (H1 2006 #69m), mainly reflecting realisations within the
Fund Investment portfolio.  Other operating income increased to #187m (H1 2006
#48m), as a result of profitable disposals from our Joint Venture portfolio as
well as revenues across other asset classes.  Profits from associates and
jointly controlled entities increased to #108m (H1 2006 #19m), although lower
than recorded in the second half of 2006.  As at 30 June 2007, the book value of
the investment portfolio increased by an annualised 23% to #2.9bn (end 2006
#2.6bn) and unrealised gains in the investment portfolio remain broadly
unchanged from the beginning of the period.



Operating Expenses

The cost:income ratio at 22.8% (H1 2006 27.1%) continues to improve as a result
of strong income growth and our focus on cost discipline, whilst ensuring that
an appropriate level of investment is made in the business. Underlying operating
expenses increased by 19% to #436m (H1 2006 #366m), although on a like-for-like
basis excluding Lex, the increase was 13% as a result of performance based
remuneration and continued investment in enhanced risk management capabilities.



Credit Quality and Provisions

Impaired loans as a % of advances increased to 1.58% (end 2006 1.30%), mainly in
our traditional commercial book where our assessment of a number of small
credits has been reviewed in the light of the current interest rate environment.
 Impairment losses increased by 34% to #235m (H1 2006 #176m) relative to the
first half last year, although this charge was 7% less than the second half of
2006 (H2 2006 #253m).  Impairment losses as a % of average advances moved to
0.25% (H2 2006 0.29%, H1 2006 0.22%) whilst impairment provisions as a % of
impaired loans decreased to 49% (end 2006 63%).

                                    Page 25


Lex Vehicle Finance ('Lex')

On 31 May 2006, Lex became a wholly owned subsidiary, having previously been a
50% owned joint venture.  The table below shows the results of Lex which have
been included in the Corporate Income Statement.


                                                        Half year      Half year      Half year             Year

                                                            ended          ended          ended            ended

                                                       30.06.2007     30.06.2006     31.12.2006       31.12.2006

                                                               #m             #m             #m               #m
Net interest income                                           (32)           (4)           (33)            (37)

Operating lease rental income                                 287            39             291             330
Operating lease depreciation                                 (206)          (28)           (207)           (235)
Profits from associates and jointly                                           8                               8

controlled entities
Underlying operating expenses                                 (27)           (3)            (28)            (31)
Underlying profit before tax                                   22            12              23              35




                                                                            As at          As at           As at
                                                                       30.06.2007     30.06.2006      31.12.2006

Balance Sheet and Asset Quality Information
Loans and advances to customers                                           #95.8bn        #86.0bn         #89.6bn

Impairment provisions on advances                                           #748m          #702m           #735m

Impairment provisions as a % of closing advances                            0.78%          0.82%           0.82%

Classification of advances*:                                                    %              %               %
      Agriculture, forestry and fishing                                         1              1               1
      Energy                                                                    2              2               2
      Manufacturing industry                                                    5              6               5
      Construction and property:
            Property investment                                                19             18              17
            Property development                                                6              6               6
            Housing associations                                                2              3               3
            Housebuilders                                                       2              3               2
            Other property                                                      6              4               6
      Hotels, restaurants and wholesale and retail trade                       10             13              11
      Transport, storage and communication                                      8             10               7
      Financial                                                                 6              4               5
      Other services                                                           12             11              15
      Individuals                                                               3              3               3
      Overseas residents                                                       18             16              17
                                                                              100            100             100

Impaired loans                                                            #1,518m        #1,157m         #1,163m

Impaired loans as a % of closing advances                                   1.58%          1.35%           1.30%

Impairment provisions as a % of impaired loans                                49%            61%             63%

Risk weighted assets                                                     #111.9bn       #100.7bn        #106.5bn

Customer deposits                                                         #41.9bn        #41.1bn         #39.5bn



*       Before impairment provisions.

                                    Page 26


Operational Performance

Our Asset Class model brings focus and specialisation to diverse asset classes
and further reinforces our ability to form deep, lasting customer relationships,
with an overall view to creating competitive advantage. Our strategy allows
clients to benefit from the combination of expertise, versatility and long term
commitment.


In the first half of 2007, pre-sell down lending increased at an annualised rate
of 22%.  Our cautious approach at this stage of the cycle complements our focus
on the quality of our lending and returns rather than volume, and has resulted
in lending growth after sell downs of an annualised 14% to #95.8bn (end 2006
#89.6bn).  Customer deposits increased by an annualised 12% to #41.9bn (end 2006
#39.5bn).



Real Estate

Real Estate accounts for 31% (end 2006 31%) of our lending book. The real estate
market continues to grow as a result of high liquidity levels and stability of
UK and European property values. New business is well spread, predominantly
across the UK, and margins have been protected through leveraging our strong
reputation which is built on sector expertise and risk understanding.



Commercial

Commercial business accounts for 23% (end 2006 23%) of our lending book.  It is
principally focused on relationship banking for UK businesses with an annual
turnover of greater than #1m.  It offers a differentiated banking proposition in
the UK market place, challenging the long held dominance of the Big 4.  In the
second half of 2007, we plan to extend this differentiation by refining our
operational model to improve our market facing capability, complemented by an
enhancement of our product offering.



Joint Ventures

12% (end 2006 11%) of our lending book supports transactions with associated and
joint venture partners, predominantly in the property, house builder and hotel
sectors.  These sectors have seen good growth in the first half of 2007.  Our
approach remains very selective, with a focus on partners with good track
records across varying economic environments.



Integrated, Structured, Acquisition Finance ('ISAF')

Some 9% (end 2006 10%) of our lending book supports individual transactions in
the private equity market, which has continued to enjoy strong growth in the
first half of 2007, particularly in Europe.  High levels of liquidity have
resulted in some downward pressure on margins and increased leverage levels but
our approach remains very selective and weighted towards the highest quality
private equity houses.  We also continue to build in a significant level of
protection through covenants and by selling down to hold levels with which we
are comfortable. The average hold level across the portfolio is below #25m.  Our
strategy in Integrated Finance in 2007 has been to seek robust businesses with
significant downside defensibility and well spread earnings, run by excellent
management teams.  ISAF continued to benefit in a healthy market for exits with
significant gains and realisations alongside active investment across the equity
businesses and an attractive pipeline of new business opportunities.



Specialised Industry Finance (formerly Infrastructure, Housing and Oil & Gas)

This part of our business accounts for 16% (end 2006 16%) of our lending book.
In the first half of 2007, our Infrastructure and Oil & Gas businesses have
performed well, although the markets experienced high liquidity and pressure on
margins.  Expansion of our presence in European markets offers the opportunity
for additional growth and in the second half of 2007 we will fully integrate
parts of our European product into the existing structure together with the
asset finance transport sectors, thus providing an improved product and service
offering to customers.



Asset & Motor Finance

The Asset & Motor Finance asset class accounts for 9% (end 2006 9%) of our
lending book and continues to experience steady growth, consolidating its
position as a leader within its chosen markets. The inclusion of Lex as a wholly
owned subsidiary together with our other asset and motor activities brings a
strong cohesive proposition upon which to build.  In the first half of 2007,
margin pressures were evident but the opportunities for additional profitable
growth continue to be available.  Further investment in systems and process
engineering present major opportunities.



                                    Page 27


Deposits

Deposits increased by an annualised 12% to #41.9bn (end 2006 #39.5bn).  This
strong growth has restored our balances to pre-June 2006 levels when we took the
decision to price away volatile, expensive deposits. As a consequence, our
deposit book is now more stable and the margins have improved.  In the second
half of 2007, we have a number of initiatives planned to enhance our position in
England & Wales and to increase our penetration of certain niche markets.



Prospects

Our strategy is one of measured growth, strong returns, and sound credit
quality, with a focus on increasing non-interest income in order to generate
significant and sustainable shareholder value.  We will continue to challenge
competitors in our chosen markets by offering an informed and more integrated
approach to customers, through our asset class strategy.


We continue to focus on increasing our market share in the mid value sector
within England & Wales and in Europe.  In Scotland we are market leaders across
all our target markets, a position we continue to build on.


Our Integrated, Structured and Acquisition Finance and Joint Venture businesses,
which provide a 'one-stop' for senior debt, mezzanine and equity finance,
continue to generate attractive growth and returns. In our Specialised Industry
Finance business, we continue to work closely with the public sector in the
provision of social and economic infrastructure.  Each of these businesses has
good expansion prospects in Europe.


Revenues from our investment portfolio have been exceptionally strong in the
first half of 2007, and may not be repeated in full in the second half.
Nonetheless, we remain confident that overall 2007 will see a substantial
increase in the contribution from our investment portfolio and that the
portfolio is well positioned to sustain its contribution to earnings in future
years.


With the prospect of higher interest rates, our underwriting and pricing
practices are well positioned should there be a turn in the corporate credit
cycle.  Given the potential for reduced liquidity in the secondary markets, we
continue to underwrite and price our originating activity on the assumption that
we would be comfortable holding the business on our balance sheet if required to
do so.


Our differentiation from others in our chosen markets emanates from two core
themes: the importance of developing and deepening relationships with both
customers and introducers, and the continual drive to be innovative and
entrepreneurial in our dealings with our target markets. The development of
these core themes gives us confidence that the positive trends evident in the
first half of 2007 will continue for the rest of the year.



                                    Page 28


INSURANCE & INVESTMENT


Underlying profit before tax in Insurance & Investment increased by 10% to #316m
(H1 2006 #287m).  General Insurance profits fell to #107m (H1 2006 #163m)
reflecting the January storms and June flooding, which together gave rise to an
estimated claims cost of #80m.  Investment profit increased by 69% to #209m (H1
2006 #124m) benefiting from the growth in profits from the in-force book and
increased contributions from new business.


On the Full Embedded Value ('EV') basis, underlying profit before tax in
Insurance & Investment was #452m (H1 2006 #435m), #136m (H1 2006 #148m) higher
than reported under IFRS. This equates to a 2.5p (5%) uplift to Group underlying
earnings per share.  Balance sheet embedded value, net of tax for the UK
Investment Business was #6,681m (end 2006 #6,384m) and was #2,735m (end 2006
#2,525m) higher than reported under IFRS.


Investment sales increased by 11% to #1,004m APE (Annual Premium Equivalent),
whilst General Insurance sales (excluding Paymentshield) fell 1% to #868m GWP
(Gross Written Premium).



Financial Performance
Income Statement                                       Half year       Half year       Half year            Year

                                                           ended           ended           ended           ended

                                                      30.06.2007      30.06.2006      31.12.2006      31.12.2006

                                                              #m              #m              #m              #m
Net interest income                                          (50)            (42)            (51)            (93)
Underlying non-interest income                               775             747             747           1,494
Fees and commission income                                    30              64               27              91
Fees and commission expense                                 (412)           (415)           (369)           (784)
Change in value of in-force assurance business               124             117              62             179
Net income from long term business                           549             448             499             947
Investment earnings on surplus assets attributable            54              59              54             113

to shareholders using long term assumptions
Net earned premiums on General Insurance ('GI')              631             630             685           1,315
contracts
Net GI claims incurred and net change in                    (246)           (174)           (224)           (398)

GI contract liabilities
Investment and other operating income in GI                   42              37              31              68
Share of profits/(losses) of associates and                    3             (19)            (18)            (37)

jointly controlled entities
Underlying net operating income                              725             705             696           1,401
Underlying operating expenses                               (409)           (418)           (402)           (820)
Staff                                                       (179)           (170)           (189)           (359)
Accommodation, repairs and maintenance                       (10)            (10)            (10)            (20)
Technology                                                   (19)            (18)            (16)            (34)
Marketing and communication                                  (23)            (16)            (23)            (39)
Depreciation:
Property and equipment and intangible assets                 (29)            (27)            (24)            (51)
Other                                                        (95)           (131)            (88)           (219)
Sub total                                                   (355)           (372)           (350)           (722)
Recharges:
Technology                                                   (23)            (22)            (23)            (45)
Accommodation                                                (18)            (17)            (18)            (35)
Other shared services                                        (13)             (7)            (11)            (18)
Underlying profit before tax                                 316             287             294             581


Underlying profit before tax (IFRS basis)                    316             287             294             581

Additional contribution from new business                    255             239             235             474
Lower contribution from existing business                   (123)            (94)           (128)           (222)
Additional investment earnings on net assets                   4               3               7              10
Increase in underlying profit before tax                     136             148             114             262

Underlying profit before tax (Full EV basis)                 452             435             408             843

Note: The presentation of the income statement has been simplified by combining
a number of predominantly policyholder related items such as investment and
other operating income, the change in investment contract liabilities, net
claims incurred on insurance contracts, net change in insurance contract
liabilities and change in unallocated surplus into a single caption called net
income from long term business.

                                    Page 29


General Insurance Business


Financial Performance


General Insurance profit of #107m is #56m (34%) lower than the first half of
2006 (H1 2006 #163m) reflecting the cost of two major weather events in the
first half of 2007.  The January wind storms resulted in #20m of claims costs
whilst the heavy rains and resultant floods in June have cost an estimated #60m.


Underlying non-interest income fell by #47m (22%) to #167m (H1 2006 #214m) with
business growth being more than offset by the costs of the two major weather
events detailed above.  Underlying operating expenses increased by 11% to #71m
(H1 2006 #64m) reflecting additional investment in marketing and sales resource
as we seek to capitalise on growth opportunities in household insurance.


Income Statement                                          Half year       Half year       Half year           Year

                                                              ended           ended           ended          ended

                                                         30.06.2007      30.06.2006      31.12.2006      31.12.2006

                                                                 #m              #m              #m             #m
Net interest income                                              11              13              14             27
Underlying non-interest income                                  167             214             199            413
Fees and commission income                                       21              23              (7)            16
Fees and commission expense                                    (288)           (288)           (258)          (546)
Net earned premiums on General                                  631             630             685          1,315

Insurance contracts
Change in value of in-force assurance business                    4               5              10)            (5)
Investment and other operating income                            42              37              31             68
Net General Insurance claims incurred and                      (246)           (174)           (224)          (398)

net change in insurance contract liabilities
Share of profits/(losses) of associates and                       3             (19)            (18)           (37)

jointly controlled entities
Underlying net operating income                                 178             227             213            440
Underlying operating expenses                                   (71)            (64)            (72)          (136)
Underlying profit before tax                                    107             163             141            304





Operational Performance


General Insurance sales, as measured by GWP, fell by 1% to #868m (H1 2006 #874m
excluding sales through Paymentshield which was sold in November 2006).  Both
Motor (up 9%) and Household (up 8%) delivered strong performances offset by
lower sales in Repayment Insurance (down 9%).


General Insurance Sales                                               Gross Written Premiums
                                                            Half year       Half year    Half year         Year

                                                                ended           ended        ended        ended

                                                           30.06.2007      30.06.2006   31.12.2006   31.12.2006

                                                                   #m              #m           #m           #m
Household                                                         260             241         284           525
Repayment:
1st party                                                         254             272         256           528
3rd party                                                         186             212         193           405
Motor                                                             152             140         158           298
Other                                                              16               9          21            30
Total excluding Paymentshield                                     868             874         912         1,786

Paymentshield                                                                      45          63           108
Total                                                             868             919         975         1,894

                                    Page 30


Household Insurance

After many years of benign claims experience, competition has continued to
intensify during the first half of 2007, putting downward pressure on premium
rates especially in direct channels.  Growing our share of the household
insurance market remains an important strategic priority allowing us to leverage
our leading mortgage market position.  We have therefore increased our
investment in marketing activity to raise product and brand awareness and are
already seeing the benefits with policy sales increasing by 20% bringing our
total policies in force to 2.7m (end 2006 2.6m excluding Paymentshield).


Despite pricing pressures, sales grew by 8% to #260m GWP (H1 2006 #241m
excluding Paymentshield) reflecting the strength of our branch franchise where
sales grew 31%, representing 37% of total new business in the period.  Direct
telephone sales volumes also grew strongly (up 16%).


Claims experience has been significantly affected by the January and June
weather events (currently estimated at a combined cost of #80m).  As a result,
the Household Insurance loss ratio increased to 79% (H1 2006 45%) with benign
claims conditions benefiting the prior year result.  Excluding the impact of
these weather events the loss ratio would have been in line with the first half
of 2006.  The recent flooding in south and central England will give rise to
further significant claims.  We are still assessing the full impact but our
current expectation is that the cost will be modestly higher than that for the
June floods.


These weather events again provide examples of the strength of our industry
leading claims management service, which continues to be a source of competitive
advantage, enhancing the customer experience and at the same time, through our
speed of response, driving down claims costs.



Repayment Insurance

Sales of Repayment Insurance fell by 9% to #440m GWP (H1 2006 #484m) primarily
as a result of lower unsecured personal loan and credit card volumes, with sales
to Group customers down by 7% to #254m (H1 2006 #272m).


In February, the OFT announced their decision to refer Payment Protection
Insurance ('PPI') to the Competition Commission ('CC').  The CC has now
commenced its investigation which will be concluded in 2008.  We are proactively
engaging with the CC to highlight the extensive improvements in transparency
which the FSA's intervention has brought to the market, and to demonstrate the
value of PPI products to customers.



Motor Insurance

Sales of Motor Insurance, at esure, increased by 9% to #152m GWP (H1 2006
#140m).  Sales have increased across our motor brands, with the increased
prominence of web-based business being an important factor.  esure's state of
the art technology and internet infrastructure, together with the strength of
its brands, makes us ideally placed to benefit from increasing levels of
internet business.  The Sheilas' Wheels brand continues to go from strength to
strength, while sales of esure and Sainsbury's products also increased
significantly.   Strong price competition has continued and we have not yet seen
evidence of a sustained rise in premium rates amongst our main competitors.

                                    Page 31


Investment Business


Financial Performance


Underlying profit before tax in the Investment Business increased by 69% to
#209m (H1 2006 #124m).  Underlying net operating income increased by 14% to
#547m (H1 2006 #478m) whilst underlying operating expenses decreased by 5% to
#338m (H1 2006 #354m) generating strong positive operating "jaws".  Underlying
profit before tax on the Full EV basis increased by 27% to #345m (H1 2006
#272m).


Income Statement                                     Half year        Half year        Half year             Year

                                                         ended            ended            ended            ended

                                                    30.06.2007       30.06.2006       31.12.2006       31.12.2006

                                                            #m               #m               #m               #m
Net interest income                                        (61)             (55)             (65)            (120)
Debt financing costs                                       (64)             (64)             (64)            (128)
Other net interest income                                    3                9               (1)               8
Underlying non-interest income                             608              533              548            1,081
Fees and commission income                                   9               41               34               75
Fees and commission expense                               (124)            (127)            (111)            (238)
Change in value of in-force assurance business             120              112               72              184
Net income from long term business*                        549              448              499              947
Investment earnings on surplus assets attributable          54               59               54              113
to shareholders using long term assumptions
Underlying net operating income                            547              478              483              961
Underlying operating expenses                             (338)            (354)            (330)            (684)
Core operating expenses                                   (276)            (289)            (272)            (561)
Overheads associated with development activity             (24)             (26)             (30)             (56)
Development expenditure                                    (38)             (39)             (28)             (67)
Underlying profit before tax                               209              124              153              277


Underlying profit before tax (IFRS basis)                    209             124             153             277

Additional contribution from new business                    255             239             235             474
Lower contribution from existing business                   (123)            (94)           (128)           (222)
Additional investment earnings on net assets                   4               3               7              10
Increase in underlying profit before tax                     136             148             114             262

Underlying profit before tax (Full EV basis)                 345             272             267             539

* "Net income from long term business" is explained in the note on page 29.
This effectively represents the annual management charge on long term assurance
business together with premiums, net of claims and changes in liabilities, in
respect of protection business.


Under IFRS, insurance contracts (i.e. investment business which carries
significant insurance risk as well as 'with-profit' contracts) are accounted for
on an embedded value ('EV') basis, whereas investment contracts (i.e. investment
business which does not carry significant insurance risk) are accounted for
under IAS 39.  Consequently, on an IFRS basis the Income Statement incorporates
two very different profit recognition patterns depending on the nature of the
contract.  The table below sets out the contribution from each type of contract.

                                                       Half year       Half year       Half year            Year

                                                           ended           ended           ended           ended

                                                      30.06.2007      30.06.2006      31.12.2006      31.12.2006

                                                              #m              #m              #m              #m

Contribution from insurance contracts*                       306             253             227             480
Contribution from investment contracts*                       29                              48              48
Development expenditure                                      (38)            (39)            (28)            (67)
Overheads associated with development activity               (24)            (26)            (30)            (56)
Debt financing cost                                          (64)            (64)            (64)           (128)
Underlying profit before tax                                 209             124             153             277

* The other income and costs line item previously disclosed separately (#(7)m
for the full year 2006) has been allocated to the contribution from

insurance contracts and the contribution from investment contracts line items.

                                    Page 32


Insurance Contracts (accounted for on an EV basis)

The contribution from insurance contracts increased by 21% to #306m (H1 2006
#253m).  The contribution from new business increased by 35% to #142m (H1 2006
#105m) reflecting continued growth in insurance contract sales (up 14%), and in
particular, strong growth in sales of higher margin bonds sold in our
Bancassurance channel.  The expected contribution from existing business
increased by 6% to #76m (H1 2006 #72m) as a result of the growth of the in-force
book.  Actual vs expected experience was #34m (H1 2006 #17m) reflecting the
partial recognition of the positive impact of changes to non-unit reserving due
to the FSA Policy Statement PS06/14, partly offset by adverse persistency
experience.


                                                       Half year         Half year      Half year           Year

                                                           ended             ended          ended          ended

                                                      30.06.2007        30.06.2006     31.12.2006     31.12.2006

                                                              #m                #m             #m             #m
Contribution from existing business:
Expected contribution                                         76                72             63             135
Actual vs expected experience                                 34                17             (1)             16
                                                             110                89             62             151
Contribution from new business                               142               105            111             216
Investment earnings on surplus assets attributable            54                59             54             113
to shareholders using long term assumptions
Contribution from insurance contracts                        306               253            227             480



Investment Contracts (accounted for on an IAS 39 basis)

Under IAS 39, profit recognition on investment contracts is deferred to later
years with a loss typically recorded in the year of sale.   The contribution
from investment contracts increased to #29m (H1 2006 #nil) reflecting a 26%
increase in the contribution from existing business to #153m (H1 2006 #121m) and
a modest 2% increase in initial profit strain from new business to (#124m).


                                                     Half year         Half year      Half year           Year

                                                         ended             ended          ended          ended

                                                    30.06.2007        30.06.2006     31.12.2006     31.12.2006

                                                            #m                #m             #m             #m
Contribution from existing business                        153               121            156            277
Contribution from new business                            (124)             (121)          (108)          (229)
Contribution from investment contracts                      29                               48             48



Full EV Basis Supplementary Information

To assist in the understanding of the underlying performance and value
generation of the Investment Business, supplementary information is set out on
pages 76 to 79, providing Income Statement and Balance Sheet information for our
UK Investment Business on a consistent EV accounting basis for both insurance
and investment contracts.  We refer to this basis as the 'Full EV' basis.

                                    Page 33


New Business Profitability

New business profitability is reported by reference to the Full EV basis.  New
business profitability by channel and product type on the Full EV basis is set
out below.


New Business Profitability                            Half year         Half year      Half year           Year

(Full EV basis)                                           ended             ended          ended          ended

                                                     30.06.2007        30.06.2006     31.12.2006     31.12.2006

                                                         % APE             % APE          % APE           % APE
Bancassurance                                               34                33             33              33
Intermediary                                                10                 9             10              10
Wealth Management                                           38                35             36              36
Total                                                       29                26             27              27

Life & Pensions                                             29                27             25              26
Mutual Funds                                                27                23             36              29
Total                                                       29                26             27              27



New business profitability increased to 29% (H2 2006 27%, H1 2006 26%).
Bancassurance margins remain strong, reflecting the efficiency of our model and
the productivity of our sales forces.  In Wealth Management, at the same time
that we have delivered a significant increase in business volumes, profitability
has increased to 38%, reflecting reductions in unit costs particularly on
pensions business as volumes have grown.  The rise in Intermediary margins to
10% reflects our increasing focus on profitable products and segments in this
channel.



Operational Performance

Investment sales increased by 11% to #1,004m APE (H1 2006 #904m) reflecting
strong growth in Bancassurance, up 16%, and Wealth Management, up 32%, partially
offset by a 10% fall in Intermediary.


Investment Sales*      Half year  Half year  Half year        Half year  Half year  Half year  Half year  Half year
                           ended      ended      ended            ended      ended      ended      ended      ended
                      30.06.2007 30.06.2007 30.06.2007  30.06.2007Total 30.06.2006 30.06.2006 30.06.2006 30.06.2006
                          Single     Annual                         APE     Single     Annual
                                                 Total                                             Total  Total APE
                              #m         #m                          #m         #m         #m
                                                    #m                                                #m         #m

Investment Bonds           4,101          4      4,105              414      2,942          9      2,951        303
Individual Pensions        1,393        115      1,508              254      1,020        126      1,146        228
Group Pensions                49         52        101               57         38         66        104         70
Annuities                    167                   167               17        130                   130         13
Protection                     2         23         25               23         29         20         49         23
Mutual Funds                 945        144      1,089              239      1,023        165      1,188        267
Total                      6,657        338      6,995            1,004      5,182        386      5,568        904

Bancassurance              3,460        193      3,653              539      2,459        218      2,677        464
Intermediary               1,528         99      1,627              252      1,540        125      1,665        279
Wealth Management          1,669         46      1,715              213      1,183         43      1,226        161
Total                      6,657        338      6,995            1,004      5,182        386      5,568        904

Insurance Contracts**      2,238         31      2,269              255      1,794         45      1,839        224
Investment Contracts       4,419        307      4,726              749      3,388        341      3,729        680
Total                      6,657        338      6,995            1,004      5,182        386      5,568        904

*     APE is calculated as annual premiums plus 10% of single premiums.

**     Accounted for on an EV basis under IFRS reporting.

                                    Page 34


Movement in assets under management

The following table analyses the movement in assets under management.


                                                                       Half year       Half year       Half year
                                                                           ended           ended           ended
                                                                      30.06.2007      30.06.2006      31.12.2006

                                                                             #bn             #bn             #bn

Opening assets under management                                             76.1            68.1            71.5

Premiums (new and existing business)                                         7.2             6.4             5.8
Maturities & claims                                                         (0.9)           (0.4)           (2.0)
Lapses (i.e. surrenders and repurchases)                                    (4.7)           (3.9)           (3.5)
Net inflow of business                                                       1.6             2.1             0.3

Investment return (net of charges)                                           2.0             1.3             4.3
Increase in assets under management                                          3.6             3.4             4.6

Closing assets under management                                             79.7            71.5            76.1

Lapse rate (i.e. annualised lapses as % of average assets)                    12%             11%              9%



Assets under management increased by #3.6bn (an annualised 10%) to #79.7bn (end
2006 #76.1bn).  Premiums increased by 13% to #7.2bn (H1 2006 #6.4bn) whilst
lapses also increased, primarily in the Intermediary channel as a result of
higher lapses on with-profit bonds. Improving retention performance in the
Intermediary channel is a key objective and a specialised existing business team
was formed in late 2006 for this purpose.



Bancassurance

Sales through the Bancassurance channel increased by 16% to #539m APE (H1 2006
#464m), a strong performance reinforcing our position as the clear No. 1
bancassurer in the UK with simple value for money 'no load' products provided
alongside full financial advice, offering our customers a compelling
proposition.  Leveraging the scale and operational benefits from manufacturing
the majority of our products remains at the heart of our model.


We have seen growth in sales through both of our Bancassurance sales forces.
Sales through our mass market branch based Personal Financial Advisers ('PFA')
increased by 7% to #353m (H1 2006 #331m) with sales in our Bank of Scotland
Investment Service ('BOSIS') high net worth sales force up by 15% to #117m (H1
2006 #102m).  We believe that our sales forces remain the most productive in the
market, with productivity again increasing to #710,000 APE per active PFA in our
branches (H1 2006 #700,000) and #880,000 APE (H1 2006 #850,000) per BOSIS client
manager.


Bond sales have been very strong in our Bancassurance channel, increasing by 67%
to #277m (H1 2006 #166m), with the successful re-launch of our inheritance tax
proposition being an important factor.  This has more than offset a fall in
sales of mutual funds, which partly reflected lower pre-tax year end sales of
ISAs.



Intermediary

We are refocusing our strategy in the Intermediary channel around individual
pensions and investment business, our core areas of strength.  As a result, we
ceased writing new Group Pensions business in April 2007.  As expected, these
changes have impacted sales in the short term, which fell by 10% to #252m (H1
2006 #279m).  Our primary objective is to focus on increasing profitability and
we have made progress in this regard, with new business margins rising to 10%
APE (H1 2006 9%).


One of our key objectives in the Intermediary channel is to deliver continued
improvements in service quality and to increase utilisation of e-processing so
as to optimise both service standards and efficiency.  Excellent progress
continues to be made in this regard with Clerical Medical winning a five-star
award in the Investment Providers and Packagers category of the FT Adviser
Online Service Awards in June 2007.

                                    Page 35


Wealth Management

Sales at St. James's Place ('SJP') have continued to grow strongly, increasing
by 32% to #213m (H1 2006 #161m).  This follows two years of exceptional growth,
emphasising the strength of the business model in realising the significant
market opportunities presented by increasing wealth alongside advisory
opportunities following Pensions 'A' Day. Sales of pensions have been
particularly strong, up 45%.


Fund performance and business retention continue to be strong, with funds under
management up an annualised 25% to #17.3bn (end 2006 #15.4bn).  Partner numbers
increased to 1,187 (end 2006 1,157).



Prospects

Our objective remains unchanged, namely to become the UK's leading insurance and
investment group.  Our long term ambition is to grow market share in all the
sectors in which we operate but in doing so our emphasis will continue to be on
profitable growth.  Our strategy is based on the core strengths of our existing
multi-channel, multi-brand operating model, leveraging the strength of the
Group's brands and customer base, but also further extending our presence in 3rd
party channels.


In General Insurance, the medium term prospects for our combined personal lines
businesses remain strong, subject to a degree of regulatory uncertainty until
the Competition Commission enquiry reports.  We will continue to leverage our
market leading position in mortgages to target further growth in Household
Insurance, through the development of our product propositions and brand
offerings.  In Motor Insurance, we will utilise the strength of the esure,
Sheilas' Wheels and Sainsbury's brands alongside our efficient internet
infrastructure to deliver profitable growth.


In Investment, demographic trends and increasing wealth point to significant
long term growth potential.  Our multi-brand, multi-channel operating model and
distribution strength represent a clear source of competitive advantage.  In our
mass market Bancassurance channel, our focus is on growing capacity through the
recruitment and retention of high quality advisers whilst developing direct
access to our one million strong existing customer base.  We will continue our
focused strategy targeting profitable segments of the Intermediary channel and
aligning our products and broker consultants accordingly.  Finally, we will
continue to focus on exploiting the significant growth opportunities in the
wealth sector through both SJP and BOSIS.

                                    Page 36




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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