RNS Number:2804B
HBOS PLC
01 August 2007

INTERNATIONAL



Underlying profit before tax in International increased by 12% to #327m (H1 2006
#293m), with all three International divisions contributing to this growth. In
Australia, strong volume and income growth supported the significant investment
in our East Coast expansion plans.  In Ireland the rollout of our branch based
retail business gained momentum with the launch in May 2007 of the personal
current account.  In Europe & North America strong profit growth was driven by
Corporate USA and European Financial Services.



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                                            504            414            468            882
Underlying non-interest income                                 207            187            217            404
     Fees and commission income                                 92             81             74            155
     Fees and commission expense                               (79)           (80)          (109)          (189)
     Change in value of in-force long term                      35             25             79            104
     assurance business
     Net income from long term business                        134            137            134            271
     Investment earnings on surplus assets                       3              2              1              3
     attributable to shareholders using 
     long term assumptions
     Operating lease rental income                               8             10             11             21
     Other operating income                                     19             20             33             53
     Share of profits/(losses) of associates and                 2              1              4              5
     jointly controlled entities
     Operating lease depreciation                               (7)            (8)            (9)           (17)
     Impairment on investment securities                                       (1)            (1)            (2)
Underlying net operating income                                711            601            685          1,286
Underlying operating expenses                                 (334)          (265)          (308)          (573)
      Staff                                                   (183)          (144)          (157)          (301)
      Accommodation, repairs and maintenance                   (23)           (19)           (21)           (40)
      Technology                                               (25)           (16)           (16)           (32)
      Marketing and communication                              (24)           (20)           (23)           (43)
      Depreciation:
Property and equipment and intangible assets                   (20)           (16)           (16)           (32)
      Other                                                    (58)           (49)           (74)          (123)
      Sub total                                               (333)          (264)          (307)          (571)
      Recharges:
Technology                                                      (1)            (1)                           (1)
Accommodation                                                                                 (1)            (1)
Underlying operating profit before provisions                  377            336            377            713
Impairment losses on loans and advances                        (50)           (43)           (53)           (96)
Underlying profit before tax                                   327            293            324            617

Net interest margin                                           1.90%          1.97%          1.98%          1.97%
Impairment losses as a % of average advances                  0.09%          0.11%          0.12%          0.22%
Cost:income ratio                                             47.0%          44.1%          45.0%          44.6%



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 contract liabilities, and net change in insurance
contract liabilities into a single caption called net income from long term
business.

                                    Page 37

                                                                             As at         As at            As at

Balance Sheet and Asset Quality Information                             30.06.2007    30.06.2006       31.12.2006

Loans and advances to customers                                            #56.8bn       #42.7bn          #48.7bn

Impairment provisions on advances                                            #281m         #217m            #246m

Impairment provisions as a % of closing advances                             0.49%         0.51%            0.51%

Classification of advances*:                                                     %             %                %
     Agriculture, forestry and fishing                                           2             1                2
     Energy                                                                      1             1                1
     Manufacturing industry                                                      3             3                3
     Construction and property                                                  22            21               21
     Hotels, restaurants and wholesale and retail trade                          8             8                9
     Transport, storage and communication                                        2             2                2
     Financial                                                                   2             2                2
     Other services etc.                                                         6             7                6
     Individuals:
            Home mortgages                                                      30            30               29
            Other personal lending                                               4             5                5
     Overseas residents                                                         20            20               20
                                                                               100           100              100

Impaired loans                                                               #662m         #503m            #581m

Impaired loans as a % of closing advances                                    1.17%         1.18%            1.19%

Impairment provisions as a % of impaired loans                                 42%           43%              42%

Risk weighted assets                                                       #47.7bn       #37.2bn          #41.3bn

Customer deposits                                                          #19.8bn       #14.3bn          #17.5bn



*       Before impairment provisions.



The results of our International businesses are converted to sterling monthly at
the average exchange rate for the month. The average exchange rates for the
respective reporting periods were:


                                                         Half year      Half year      Half year             Year

                                                             ended          ended          ended            ended

                                                        30.06.2007     30.06.2006     31.12.2006       31.12.2006

#1 : Australian dollar                                        2.44           2.41           2.48             2.45
#1 : Euro                                                     1.48           1.46           1.48             1.47
#1 : US dollar                                                1.97           1.79           1.90             1.84



The closing exchange rates used in the conversion of the International balance
sheets were:


                                                                           As at          As at             As at

                                                                      30.06.2007     30.06.2006        31.12.2006

#1 : Australian dollar                                                      2.36           2.49              2.49
#1 : Euro                                                                   1.49           1.45              1.49
#1 : US dollar                                                              2.01           1.85              1.97

                                     Page 38


Australia



Underlying profit before tax increased by 4% to #144m (H1 2006 #139m). In local
currency, however, underlying profit before tax increased by 16% to A$368m (H1
2006 A$316m), reflecting the continued success of our growth strategy and the
underlying strength and diversity of our businesses. We continue to invest
heavily in future growth as outlined by our recently announced East Coast
expansion programme.  This level of investment will continue to increase in the
second half of the year and into 2008.



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                                     290           237           264              501
Underlying non-interest income                           78            75            67              142
      Fees and commission income                         71            64            56              120
      Fees and commission expense                        (7)           (3)          (10)            (13)
      Net income from long term business                  7             6             7               13
      Operating lease rental income                       3             4             5                9
      Other operating income                              6             5            13               18
      Share of profits/(losses) of associates and         1             2                              2
jointly

      controlled entities

      Operating lease depreciation                       (3)           (3)           (4)             (7)
Underlying net operating income                         368            312           331             643
Underlying operating expenses                          (188)         (146)         (160)           (306)
       Staff                                           (111)          (82)          (89)           (171)
       Accommodation, repairs and maintenance           (13)          (10)          (11)            (21)
       Technology                                       (18)          (10)          (14)            (24)
       Marketing and communication                      (12)          (11)          (10)            (21)
       Depreciation:
          Property and equipment and intangible         (10)           (8)           (8)            (16)
assets
       Other                                            (24)          (25)          (28)            (53)
Underlying operating profit before provisions           180           166            171             337
Impairment losses on loans and advances                 (36)          (27)          (32)            (59)
Underlying profit before tax                            144            139           139             278

Net interest margin                                    2.20%         2.36%         2.30%           2.33%
Impairment losses as a % of average advances           0.13%         0.13%         0.14%           0.27%
Cost:income ratio                                      51.1%         46.8%         48.3%           47.6%



Operating Income and Margins

Net interest income increased by 22% to #290m (H1 2006 #237m) reflecting the
strong growth in both assets and deposits. The decline in the net interest
margin primarily reflects the change in portfolio mix associated with the
strategic growth of our Retail and Commercial businesses, combined with a move
towards a lower risk/reward profile within our Corporate and Asset Finance
businesses and an increasingly competitive retail environment. Annualised growth
in advances and deposits were 40% and 35% respectively.  Underlying non-interest
income rose by 4% to #78m (H1 2006 #75m).


Movement in margin                                                                              Basis points

Net interest margin for the half year ended 31 December 2006                                         230
      Portfolio mix                                                                                   (6)
      Retail competition                                                                              (3)
      Other                                                                                           (1)
Net interest margin for the half year ended 30 June 2007                                             220



                                    Page 39


Operating Expenses

Underlying operating expenses increased 29% to #188m (H1 2006 #146m). We
continue to invest significantly in people, processes, and IT governance and
infrastructure.  A significant part of this investment is in preparation for our
East Coast expansion.



Credit Quality and Provisions

Impaired loans as a % of closing advances remained stable at 0.99% (end 2006
1.00%), the most significant part of the impaired loans continuing to reflect a
small number of corporate transactions.  Impairment provisions as a % of
impaired loans were unchanged at 46% (end 2006 46%).




Balance Sheet and Asset Quality Information                            As at              As at            As at

                                                                   30.06.2007         30.06.2006      31.12.2006

Loans and advances to customers                                       #29.4bn            #21.0bn         #24.5bn

Impairment provisions on advances                                       #135m               #98m           #113m

Impairment provisions as a % of closing advances                        0.46%              0.47%           0.46%

Classification of advances*:                                                %                  %               %
         Agriculture, forestry and fishing                                  3                  3               3
         Energy                                                             2                  2               3
         Manufacturing industry                                             2                  3               3
         Construction and property                                         26                 24              24
         Hotels, restaurants and wholesale and retail trade                 9                  8               9
         Transport, storage and communication                               2                  3               2
         Financial                                                          3                  3               3
         Other services etc.                                                8                  9               7
         Individuals:
            Home Mortgages                                                 39                 41              38
            Other personal lending                                          4                  4               6
         Overseas residents                                                 2                                  2
                                                                          100                100             100

Impaired loans                                                          #292m              #205m           #245m

Impaired loans as a % of closing advances                               0.99%              0.98%           1.00%

Impairment provisions as a % of impaired loans                            46%                48%             46%

Risk weighted assets                                                  #24.4bn            #17.8bn         #21.0bn

Customer deposits                                                     #13.5bn             #9.2bn         #11.5bn



*      Before impairment provisions.





Operational Performance

The significant investment in the business, including our East Coast expansion
programme, is designed to support future profit growth in each of our Retail,
Commercial and Insurance and Investment businesses.  At the same time, further
targeted investments are supporting the growth of our Asset Finance and
Corporate businesses in their specialist markets.



Lending and Deposit Growth

Advances grew by an annualised 40% to #29.4bn (end 2006 #24.5bn) with continued
growth in the retail and commercial books. Customer deposits grew by an
annualised 35% to #13.5bn (end 2006 #11.5bn) as a result of the continued
success of the retail and commercial deposit initiatives.



                                    Page 40


Retail Business

Our Retail business, operating under the BankWest brand, continued its push to
build national market share with its "Betterdeal" strategy and "hero" product
offerings.  Lending was up an annualised 33% to #10.0bn (end 2006 #8.6bn) and
deposits up an annualised 21% to #5.4bn (end 2006 #4.9bn).


Mortgages growth outstripped market growth with a resulting strong gain in
market share to over 3% based on May APRA statistics.  Customer satisfaction has
improved during the period. Continued development to expand our product range
led to the launch of a new rewards card, the BankWest 'More' MasterCard, which
targets general rewards customers to complement our successful Lite MasterCard
and Zero MasterCard.



Commercial Business

Commercial, also under the BankWest brand, performed strongly in the first half
of 2007, with more than double the market growth. Lending grew by an annualised
58% to #9.0bn (end 2006 #7.0bn) and deposits on an annualised basis grew by 46%
to #8.1bn (end 2006 #6.6bn).   Our strategy of developing a team of in-house
specialist bankers with industry-specific knowledge and expertise helped drive
growth and brand awareness.  Business banking, which supports the lower-end SME
sector, more than doubled lending approvals compared to June 2006.   The new
Online International Trade platform has been launched as one of a number of
initiatives in the highly competitive SME market.



Corporate Business

Our BOS International brand lending grew by an annualised 36% to #6.0bn (end Dec
2006 #5.1bn). The first half of 2007 has seen strong growth in numbers and value
of transactions following a strong year in 2006.  We have continued to compete
as an arranger and underwriter in competitive M&A financing and Project Finance
markets and have increased the number of high-value transactions. Our agency and
syndication business has doubled in size since June 2006, and has successfully
established itself as a lead arranger of transactions.  We are continuing to
leverage our UK experience in the local market.



Asset Finance Business

Our Asset Finance business under the Capital Finance brand, grew lending by an
annualised 32% to #4.4bn (end 2006 #3.8bn).  All business units had significant
increases in new business over the corresponding period in 2006.  The Personal
Finance - Motor business has performed well despite pressure from our
competitors.  Business Finance has benefited from strong broker introduced
business and the ongoing success of our strategic alliances.  The property
business has also continued to grow strongly while maintaining credit quality.



Insurance & Investment Business

Our financial planning business continued to grow strongly.  Excluding the
acquisition of Whittaker Macnaught in January 2007, funds under advice grew by
18% supported by the recruitment of additional advisors in our existing
business.  This performance was further supported by a strong performance in
Whittaker Macnaught in the period since its acquisition.  Sales volumes were
driven by the strong lending growth and the extension of relationships with
corporate distribution partners.



                                    Page 41


Prospects


The global economic backdrop, including historically high commodity prices,
remains conducive to solid growth in Australia's economy into 2008.  Growth in
most of Australia's key export markets is expected to continue. Household
consumption is accelerating and filling the minor void left by the slow down in
business investment. Sustained, strong employment growth and a 30-plus year low
in the unemployment rate are the legacies of a prolonged period of stable
economic conditions and support further consolidation in household consumption.
The outlook for the Australian wealth management market remains positive due to
the continued growth in managed funds supported by recent changes in government
policy. The Australian managed funds market is now the fourth largest in the
world.


During the first half of 2007 we have continued to invest heavily in our growth
strategy.  In July we announced that BankWest will open more than 125 retail
stores and 35 business banking centres with the first branches expected to be
opened in the final quarter of 2007. This will require further investment in the
current year and into 2008 and, as previously noted, is expected to slow profit
growth in the near term.


Western Australia remains an important part of our growth plans and focus will
ensure we take advantage of our strong market position in Australia's fastest
growing state. Work has started on BankWest's new headquarters in Perth, due to
be completed in 2009.


We will continue to accelerate our national growth by driving competition in the
Australian market. Our focus on market leading products and service has resulted
in a significant increase in customer numbers. As we expand our physical
presence on the East Coast, we are well placed to build on the market share we
have established.







                                    Page 42


Ireland



Underlying profit before tax increased by 14% to #80m (H1 2006 #70m).  This
growth was achieved at a time of continued investment in our franchise as we
expand our retail branch network and business banking distribution.  Strong
growth has been achieved across all portfolios, with annualised lending growth
of 23% marking the fourth successive half-year period of growth in excess of
20%.



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                                            151             123              145            268
Underlying non-interest income                                  12              18               24             42
      Fees and commission income                                 6               7                7             14
      Operating lease rental income                              5               6                6             12
      Other operating income                                     5              11               12             23
      Share of profits/(losses) of associates and                                                 5              5
      jointly controlled entities
      Operating lease depreciation                              (4)             (5)              (5)           (10)
      Impairment on investment securities                                       (1)              (1)            (2)
Underlying net operating income                                163             141              169            310
Underlying operating expenses                                  (73)            (59)             (74)          (133)
     Staff                                                     (37)            (37)             (36)           (73)
     Accommodation, repairs and maintenance                     (7)             (5)              (4)            (9)
     Technology                                                 (3)             (2)              (1)            (3)
     Marketing and communication                                (8)             (4)             (11)           (15)
     Depreciation:
         Property and equipment and intangible assets           (4)             (4)              (2)            (6)
     Other                                                     (14)             (7)             (20)           (27)
Underlying operating profit before provisions                   90              82               95            177
Impairment losses on loans and advances                        (10)            (12)             (16)           (28)
Underlying profit before tax                                    80              70               79            149

Net interest margin                                           1.67%           1.70%            1.76%          1.73%
Impairment losses as a % of average advances                  0.06%           0.09%            0.11%          0.20%
Cost:income ratio                                             44.8%           41.8%            43.8%          42.9%


Operating Income and Margins

Underlying net operating income increased by 16% to #163m (H1 2006 #141m), the
headline growth rate being reduced by the investment disposal that was a feature
of the first half of 2006.  Net interest income grew by 23% to #151m (H1 2006
#123m). The increase reflected strong growth in advances, moderated by a decline
in margin resulting from changes to funding costs and the expansion of our
retail product offering.


Movement in margin                                                                             Basis points

Net interest margin for the half year ended 31 December 2006                                         176
      Change in funding costs                                                                         (6)
      Retail                                                                                          (3)
Net interest margin for the half year ended 30 June 2007                                             167



The Retail business has seen a small decline in mortgage margins reflecting the
increased level of competition in the market place and our positioning as a
market leader in our main products. While competition intensifies, it is
affordability of our products, our longer opening hours and the quality of our
service that have been identified by our customers as the key points of
differentiation. Within Business Banking, margins remain robust.



                                    Page 43


Operating Expenses

Underlying operating expenses increased by 24% to #73m (H1 2006 #59m). We
continue to build infrastructure with a further 7 Retail branches opened in the
first half of the year, together with the establishment of Business Banking hubs
in Kilkenny, Wexford and Drogheda.



Credit Quality and Provisions

Credit quality remained strong with impaired loans as a % of closing advances
continuing to trend downwards at 1.82% (end 2006 1.87%). In addition to the
favourable portfolio performance, the impairment charge for the first half
reflects a number of recoveries against the impaired portfolio.


           Balance Sheet and Asset Quality Information                     As at           As at           As at

                                                                      30.06.2007      30.06.2006      31.12.2006
           Loans and advances to customers                               #17.7bn         #13.9bn         #15.9bn

           Impairment provisions on advances                               #121m           #100m           #113m

Impairment provisions as a % of closing advances                           0.68%           0.72%           0.71%

Classification of advances*:                                                   %               %               %
      Agriculture, forestry and fishing                                        1                               1
      Energy                                                                   1               1
      Manufacturing industry                                                   4               5               4
      Construction and property                                               29              26              27
      Hotels, restaurants and wholesale and retail trade                      12              14              13
      Transport, storage and communication                                     2               2               2
      Financial                                                                2               1               2
      Other services etc.                                                      6               7               6
      Individuals:
            Home Mortgages                                                    27              27              28
            Other personal lending                                             6               7               6
      Overseas residents                                                      10              10              11
                                                                             100             100             100

Impaired loans                                                             #322m           #263m           #297m

Impaired loans as a % of closing advances                                  1.82%           1.89%           1.87%

Impairment provisions as a % of impaired loans                               38%             38%             38%

Risk weighted assets                                                     #16.1bn         #12.7bn         #14.4bn

Customer deposits                                                         #6.1bn          #4.9bn          #5.8bn



*     Before impairment provisions.



                                    Page 44


Operational Performance



Lending and Deposit Growth

Demand remained buoyant in the first half, with overall lending up 23% on an
annualised basis to #17.7bn (end 2006 #15.9bn). Deposits also grew strongly,
showing an annualised increase of 10% to #6.1bn (end 2006 #5.8bn).



Business Banking

Within the banking franchise, the core divisions of Business, Property and
Regional Banking all contributed to another excellent performance. Advances
growth was strong in the first half, gross lending increased by an annualised
23% to #12.6bn (end 2006 #11.3bn) with pipeline showing similar strength, up 15%
from December 2006.  The recently launched Integrated and Acquisition Finance
business has been successful in securing a number of large ticket, high profile
deals in the first half of 2007.



Retail

Our Retail businesses (Retail Network, Intermediary Mortgage and Asset Finance)
have enjoyed strong growth in the first half of 2007 against the backdrop of an
increasingly competitive marketplace and a softening residential property
market. Advances increased by an annualised 22% to #5.1bn (end 2006 #4.6bn),
with the pipeline increasing by 12% from December 2006. We have increased our
share of gross lending in the mortgage market from 7.4% to 7.7% in the period.


On 21 May 2007, BOSI became a full-service bank with the launch of the new
Halifax Current Account (HCA). The launch has been very well received by the
market with the first six weeks of trading ahead of expectations. We continue
the roll-out of our branch network, with 32 branches now open for business, and
we are on track to achieve our roll-out target for the remainder of the year.





Prospects


The underlying economic conditions in Ireland continue to be positive with
projections showing strong growth in GDP for the remainder of 2007 and 2008, low
unemployment and stability in consumer confidence, albeit that there will
continue to be some softening in the housing market as a result of the
increasing interest rate environment.


House price growth has slowed over the period as a result of uncertainties in
stamp duty reform and continuing interest rate increases. This slowdown in
growth to more sustainable levels is welcome and there are signs of renewed
activity in the mortgage market now that the stamp duty issue has been resolved.
We believe this will build through the second half of the year.


Prospects for our core Business Banking businesses are good, with benign market
conditions and a healthy pipeline.  The Integrated and Acquisition Finance
offering has attracted considerable early success and we will continue to build
on this momentum through the remainder of the year.


In our Retail and Intermediary division, the sales pipeline is strong and
trending upwards as we increase our nationwide footprint.  Affordability, on the
back of eight consecutive rises in the ECB rate, is in the forefront of customer
minds and as the best buy tables demonstrate, our products are ideally placed to
meet this demand.  Therefore, in the mortgage market particularly, we expect to
increase our market share for the second year in a row as we continue to grow
both our intermediary brand (Bank of Scotland Ireland) and our retail brand
(Halifax).


With the launch of the new Halifax current account and with 32 branches now
open, the rollout of the Retail proposition is on target.  While it is still
early days, initial signs for the business are encouraging, and we believe we
are well positioned to benefit from the opportunities in the Irish market.

                                    Page 45


Europe & North America ('ENA')



Underlying profit before tax increased by 23% to #103m (H1 2006 #84m) largely
driven by the targeted expansion of our Corporate USA business and increased
distribution in our European Financial Services business ('EFS').  Our European
Retail businesses continue to invest in the infrastructure required to support
increasing distribution capacity with the ongoing expansion of the Banco Halifax
Hispania ('BHH') branch retail network in Spain and the expansion of
distribution channels for our market leading online mortgage product in BoS
Netherlands ('BoSNL').



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                                        63                 54            59           113
Underlying non-interest income                            117                 94           126           220
      Fees and commission income                           15                 10            11            21
      Fees and commission expense                         (72)               (77)          (99)         (176)
      Change in value of in-force long term                35                 25            79           104

      assurance business
      Net income from long term business*                 127                131            127          258
      Investment earnings on surplus assets                 3                  2             1             3
      attributable to shareholders using 
      long term assumptions
      Other operating income                                8                  4             8            12
      Share of losses of associates and jointly             1                 (1)           (1)           (2)
      controlled entities
Underlying net operating income                           180                148           185           333
Underlying operating expenses                             (73)               (60)          (74)         (134)
      Staff                                               (35)               (25)          (32)          (57)
      Accommodation, repairs and maintenance               (3)                (4)           (6)          (10)
      Technology                                           (4)                (4)           (1)           (5)
      Marketing and communication                          (4)                (5)           (2)           (7)
      Depreciation:
            Property and equipment and intangible          (6)                (4)           (6)          (10)
            assets
      Other                                               (20)               (17)          (26)          (43)
      Sub total                                           (72)               (59)          (73)         (132)
      Recharges:
            Technology                                     (1)                (1)                         (1)
            Accommodation                                                                   (1)           (1)
Underlying operating profit before provisions             107                 88           111           199
Impairment losses on loans and advances                    (4)                (4)           (5)           (9)
Underlying profit before tax                              103                 84           106           190

Net interest margin                                      1.47%              1.43%         1.48%         1.46%
Impairment losses as a % of average advances             0.04%              0.05%         0.06%         0.12%
Cost:income ratio                                        40.6%              40.5%         40.0%         40.2%



*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.



Operating Income and Margins

Net interest income increased by 17% to #63m (H1 2006 #54m) reflecting strong
growth in customer advances across our banking businesses. The decrease in net
interest margin to 1.47% (H2 2006 1.48%) reflects a slight change in the
business mix of our loan book in the US, largely offset by an improvement in our
Retail business, in part due to improved funding rates.

                                    Page 46

Movement in margin                                                                              Basis points
Net interest margin for the half year ended 31 December 2006                                         148
      Lending margin Corporate                                                                        (3)
      Lending margin Retail                                                                            2
Net interest margin for the half year ended 30 June 2007                                             147



Underlying non-interest income increased by 24% to #117m (H1 2006 #94m), and
reflects business growth in EFS and returns from equity realisations in the US.



Operating Expenses

Underlying operating expenses increased by 22% to #73m (H1 2006 #60m), and
remain broadly in line with the second half of 2006. The increase from the first
half of 2006 reflects continued investment to support the phased expansion of
our sales and distribution channels, particularly in the USA, and to meet
ongoing legislative changes in key markets. In BHH, investment continued in the
retail branch network, with the opening of branches in Majorca and Calahonda,
taking the number of branches in Spain to 21. Investment by BHH also included
the establishment of a sales presence in Dublin in 2007 to maximise growth
opportunities arising from the buoyant Irish expatriate market for Spanish
banking facilities. The first half of 2007 has also seen us open a new office in
Toronto.  Despite these investments, the cost:income ratio of 40.6% remains
broadly unchanged (H1 2006 40.5%).



Credit Quality and Provisions

Credit quality remains strong across the division. Impaired loans as a % of
closing advances increased to 0.49% (end 2006 0.47%), reflecting moderate
increases across our diversified portfolio. Impairment losses as a % of average
advances improved marginally to 0.04% (H1 2006 0.05%).  Impairment provisions as
a % of impaired loans remain broadly in line with 2006 at 52% (end 2006 51%).

                                    Page 47



                                                                              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                                              #9.7bn          #7.8bn         #8.3bn

Impairment provisions on advances                                              #25m            #19m           #20m

Impairment provisions as a % of closing advances                              0.26%           0.24%          0.24%

Classification of advances*:                                                      %               %              %
      Hotels, restaurants and wholesale and retail trade                          2               3              1
      Financial                                                                                   1              1
      Other services                                                                                             1
      Individuals:
            Home mortgages                                                        6               7              7
      Overseas residents:
            Manufacturing industry                                                3                              1
            Construction and property                                             7               5              6
            Hotels, restaurants and wholesale and retail trade                    2               2              1
            Transport, storage and communication                                  1               1              1
            Financial                                                             3               3              3
            Other services                                                       16              16             16
            Individuals:
            Home mortgages                                                       60              62             62
                                                                                100             100            100

Impaired loans                                                                 #48m            #35m           #39m

Impaired loans as a % of closing advances                                     0.49%           0.45%          0.47%

Impairment provisions as a % of impaired loans                                  52%             54%            51%

Risk weighted assets                                                         #7.2bn          #6.7bn         #5.9bn

Customer deposits                                                            #0.2bn          #0.2bn         #0.2bn

*       Before impairment provisions.





Operational Performance



Lending and Deposit Growth

ENA experienced robust growth levels in the first half of 2007, with an
annualised increase in lending of 34% to #9.7bn (end 2006 #8.3bn).  This
reflects strong annualised growth of 76% in Corporate and 17% in Retail.


The particularly strong growth experienced in Corporate USA enhances the spread
of the portfolio both geographically and by business, with 34% of lending in
Corporate and 66% in Retail. In Retail, our lending portfolio is almost wholly
in the form of residential mortgages while Corporate continues to benefit from a
diverse portfolio spread across a range of specialist sectors (e.g. Oil & Gas,
Gaming, Real Estate).



                                    Page 48

                                                                                As at        As at        As at

Advances                                                                   30.06.2007   30.06.2006   31.12.2006

                                                                                  #bn          #bn          #bn

Corporate                                                                         3.3          2.4          2.4

Retail                                                                            6.4          5.4          5.9

                                                                                  9.7          7.8          8.3



Corporate

Our Corporate USA business, based in eight major economic centres across the
USA, has delivered strong lending growth and profits despite the impact of a
weakening US dollar. Lending grew by an annualised 76% to #3.3bn (end 2006
#2.4bn), reflecting the momentum generated in our mainstream corporate business
following the disposal of our investment in Drive Financial Services in December
2006. The US business has continued to focus on its chosen specialist sectors,
while expanding the regional banking partnership initiative which identifies US
regional banks with whom we can partner in commercial lending opportunities. In
July we opened a new corporate office in Miami and have plans to open a further
office before the end of the year.



Retail

BoSNL, our market leading online mortgage sales business, saw lending grow by an
annualised 21% to #5.2bn (end 2006 #4.7bn). The expansion of our intermediary
distribution channels has contributed significantly to this growth. In Spain, in
a difficult market, BHH has grown its lending by an annualised 14%, as we
continue our strategy of rolling out retail branches in key UK and Irish
expatriate destinations across Spain.



European Financial Services

Our European investment business has performed well despite the continuing slow
market conditions in our core German market which is undergoing significant
legislative change. While sales levels in the German investment market are down
15% compared with the same period last year, our sales have risen by 5% to #41m
(H1 2006 #39m). In addition, we continue to enter into new distribution
agreements and this, coupled with ongoing product innovation, leaves EFS well
placed to take advantage of an improvement in market conditions. Funds under
management increased by an annualised 8% to #10.0bn (end 2006 #9.6bn).


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 30.06.2007 30.06.2006 30.06.2006 30.06.2006  30.06.2006Total

                              Single     Annual      Total  Total APE     Single     Annual      Total              APE

                                  #m         #m         #m         #m         #m         #m         #m               #m
                                                                                       

Life:                             81         28        109         36         79         25        104               33
     With profits                 13          5         18          6         33          5         38                9

     Unit Linked                  68         21         89         28         46         13         59               18

     Protection                               2          2          2                     7          7                6

Individual Pensions                           5          5          5                     6          6                6
Total                             81         33        114         41         79         31        110               39


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

                                    Page 49


Profit increased by 44% to #56m (H1 2006 #39m), driven by the value of new
business and profits emerging from the in-force business, particularly that of
Heidelberger Leben.  The vast majority of investment business in EFS is
accounted for on an EV basis under IFRS.  The table below analyses the EV profit
contribution of EFS.


                                                             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                                            25           21                23           44
   Actual vs expected experience                                    12            6                13           19
                                                                    37           27                36           63
Contribution from new business                                      16           10                26           36
Investment earnings on net assets using long term                    3            2                 1            3
assumptions
Underlying profit before tax                                        56           39                63          102



New business profitability, as measured on the embedded value basis under IFRS
was 39% (H2 2006 41%, H1 2006 26%).



Prospects

We continue to pursue our strategy of targeted organic growth while exploring
opportunities to develop new markets. Moving forward, our plans include
expanding the depth of our presence in current markets by increasing
distribution channels through the development of new products, new relationships
and extending our physical presence. Our newly established business based in
Toronto will initially focus on specialist corporate sectors such as corporate
finance, real estate, infrastructure and natural resources and with a pipeline
of business already in place, we are optimistic about our growth prospects.



We operate in established, affluent and accessible markets which are forecast to
maintain robust growth and which suit HBOS products and risk appetite.  The
continued attractiveness of the economic, political and fiscal conditions in our
markets will play a major role in the pace of our expansion, as will our ability
to continue to attract high quality, talented colleagues.  With our current low
market penetrations the scale of the opportunity is substantial.



                                    Page 50


TREASURY & ASSET MANAGEMENT



Underlying profit before tax increased by 24% to #194m (H1 2006 #156m)
reflecting strong revenue growth, offset in part by our investment in the
development of new product capabilities and distribution. Asset quality remains
high and no credit provisions were required in the period.



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                                             93             105             100             205
Underlying non-interest income                                 267             186             229             415
      Net trading income                                       105             106             143             249
      Fees and commission income                               128              90              96             186
      Fees and commission expense                              (21)            (23)            (20)            (43)

      Other operating income                                    55              13               9              22

      Share of profits of associates and jointly                                                 1               1
      controlled entities

Underlying net operating income                                360             291             329             620
Underlying operating expenses                                 (170)           (135)           (157)           (292)
      Staff                                                    (99)            (77)            (94)           (171)
     Accommodation, repairs and maintenance                     (1)                             (1)             (1)
      Technology                                                (5)             (5)             (5)            (10)
      Marketing and communication                               (2)             (3)             (3)             (6)
      Depreciation:
      Property and equipment and intangible assets              (2)             (2)             (2)             (4)
      Other                                                    (40)            (37)            (41)            (78)
      Subtotal                                                (149)           (124)           (146)           (270)

      Recharges:

     Technology                                                 (3)             (3)             (3)             (6)
      Accommodation                                             (7)             (7)             (7)            (14)
      Other shared services                                    (11)             (1)             (1)             (2)
Underlying operating profit                                    190             156             172             328

Non-operating income                                             4                              22              22

Underlying profit before tax                                   194             156             194             350



Net interest margin (bps)*                                       5               7               6               7

Cost:income ratio                                             47.2%          46.4%            47.7%          47.1%
Insight's funds under management                           #102.1bn         #88.7bn         #98.6bn         #98.6bn
    of which, overlay funds under management                 #8.1bn                          #5.0bn          #5.0bn
Invista's funds under management                            #10.2bn          #7.9bn          #9.2bn          #9.2bn
Risk weighted assets                                        #15.4bn         #14.5bn        #15.0bn         #15.0bn



*       Net interest margin has been calculated as net interest income divided
by average interest earning assets excluding securities classified as trading
assets but including lending to other members of the group.



Operating Income and Margins

Underlying net operating income increased by 24% to #360m (H1 2006 #291m).  Net
interest income decreased by 11% to #93m (H1 2006 #105m), #24m of this reduction
being due to the use of non-interest bearing investments, where the return is
reported through non-interest income rather than net interest income.



Underlying non-interest income increased by 44% to #267m (H1 2006 #186m). This
strong growth includes the income from the non-interest bearing investments
referred to above and the inclusion of the Payment & International Services
business, previously reported in Corporate, from 1 January 2007, which accounts
for #11m of the increase.

                                    Page 51



Operating Expenses

Underlying operating expenses increased by 26% to #170m (H1 2006 #135m). The
increase reflects the ongoing development of the business and the operating
expenses relating to the Payment & International Services business, which
accounts for #10m of the increase.



Asset Quality and Provision

Within our Treasury operations, we maintain a cautious policy to avoid
sub-investment grade investments, with 99% of our inter-bank and structured
investment portfolios rated A or above.  During the period no credit provisions
were required.



Non-operating Income

Following a strategic review of the non-core Channel Islands business, Insight
announced in May 2007 the sale of its Guernsey based retail business (with
#0.5bn of assets under management) to Syndicate Asset Management. Completion
took place at the end of June with a gain on sale of #4m.





Operational Performance



Funding

Treasury continues to be active in supporting the Group's capital and funding
plans, arranging five capital issues on behalf of HBOS plc: two floating rate
lower Tier 2 subordinated debt issues (Euro1,000m and US$1,000m); two fixed/
floating rate subordinated debt issues (AUD$600m and CAD$500m); and a US$750m
Tier 1 perpetual preference share issue.



Approximately #11.6bn of funds were raised from existing programmes during the
first half of the year. This comprised approximately #3.2bn from covered bonds
and approximately #8.4bn from securitisations.  These transactions included the
first securitisation of UK residential mortgages originated by Birmingham
Midshires through the Pendeford programme and the continued development of the
covered bond market in the United States.  HBOS also completed an unfunded
synthetic securitisation.



Sales and Trading

UK Sales performance was strong with revenues increasing by 38% to #90m (H1 2006
#65m), primarily as a result of increased Corporate sales revenues, which
accounts for #9m of the increase, and the inclusion of the Payment &
International Services business.  UK Trading revenues are in line with the first
half of 2006 at #90m (H1 2006 #91m), resulting from increased structured
transaction business revenue being offset by widening of credit spreads.



Insight

The restructure of the UK Equity platform in the middle of last year is having
the desired result, turning around the below benchmark performance of 2006 to
deliver 2007 year to date performance well ahead of benchmark. Global Equity
performance continues to be very strong. With the exception of UK Fixed Income
(which had previously experienced 3 years of solid out performance), our cash
and fixed income funds delivered above benchmark performance for the first half
of the year. Our Absolute Return funds continue to perform well, ahead of their
benchmark. Of the other asset classes, performance has generally been good;
overall 13 out of the 18 asset classes that Insight manages are ahead of
benchmark for the half year to June 2007.



Insight saw gross inflows of #14.9bn (H1 2006 #10.7bn). Net inflows totalled
#6.0bn (H1 2006 #7.4bn) with Institutional Fixed Income and Liability Driven
Investment ('LDI') mandates again the driving force behind these strong sales
figures.  Within the gross inflows, #3.1bn (H1 2006 nil) related to overlay
mandates, where we are appointed to manage the risks of pension schemes'
liabilities rather than the underlying portfolio of assets.  Overall assets
under management increased to #102.1bn (end 2006 #98.6bn) which incorporates a
transfer out of #4.2bn as part of the agreed sale of Equitable Life funds.



Insight achieved recognition as one of the market leaders in the Institutional
pension market by recently winning several prestigious industry awards. At the
Financial Times Business Pension and Investment Provider Awards 2007, Insight
was named UK Fixed Income Manager of the Year and LDI Manager of the Year. At
the Global Pension Awards Insight was crowned LDI Manager of the Year.



                                    Page 52


Invista

Invista's assets under management increased to #10.2bn (end 2006 #9.2bn).
Invista now manages a total of 19 funds, 5 on behalf of the HBOS Group, invested
across the UK and Continental Europe in commercial and residential property
assets.  During the first half of 2007, Invista continued to deliver strong
investment performance for its clients and saw strong fund flows into its range
of open-ended client funds. Furthermore it was successfully awarded a mandate to
manage the newly launched St. James's Place Authorised Property Unit Trust in
January 2007, and a further mandate to manage #325m of residential property on
behalf of the Wellcome Trust.



Invista successfully completed two balance sheet investments, using the proceeds
raised at IPO. The first of which was the acquisition of a Euro348m portfolio of
French assets through a 50/50 JV with a long standing joint venture partner. The
second was the acquisition of a #127.5m UK residential portfolio with a joint
venture partner.  The residential portfolio has a long-term lease with the
Ministry of Defence and a gross yield of around 6.7%.  These acquisitions are
consistent with the strategy that the company set out to investors at the time
of IPO.





Prospects



Treasury's primary focus is to deliver a top quality service and performance to
our other divisions and our clients, and we will continue to invest in our
capabilities to do so.  Access to customers, product innovation and strong
standing in the market underpins our confidence in continued profitable growth
prospects.  Our cautious approach to risk will, however, remain unaltered.



Insight's leading position in the Fixed Income and LDI markets in the UK
provides the ideal platform to expand into Europe. Early signs are very
promising as we have already secured a number of mandates for Absolute Return,
Fixed Income and Global Equity. With the continued strong performance of
Insight's Absolute Return funds, we plan to generate additional sales as pension
schemes increasingly look for alternative solutions to run their investment
portfolios.



Invista has successfully built a platform for growth and is now well positioned
to benefit from its presence in the UK and European commercial and residential
property markets.  It has successfully begun its programme of balance sheet
deployment which will enable it to set up and launch new and innovative funds
for its clients.  Central to Invista's growth strategy are the areas of UK
residential and Europe, where there are plans to establish a physical presence
which will begin with the opening of an office in Paris during 2007.

                                    Page 53


FINANCIAL REVIEW



Group underlying profit before tax increased by 13% to #2,962m (H1 2006
#2,612m).  Underlying net operating income rose by 11% driven by strong growth
in underlying non-interest income. Underlying operating expenses rose by 8% and
impairment losses by 11%.



Basic earnings per share increased by 22% to 55.1p (H1 2006 45.3p).  Underlying
earnings per share rose 16% to 54.6p (H1 2006 47.0p) and the interim dividend
increased by 23% to 16.6p. The interim dividend will be paid on 8 October 2007
to ordinary shareholders on the register at the close of business on 10 August
2007. The table below reconciles 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
Adjusted for:
Retail banking fee refunds                              (79)
Impact of the 2008 change in corporation tax            (18)
rate on 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 tax                                     2,997          2,654             3,052              5,706



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, such refunds, including
amounts agreed in principle but not yet paid, together with the associated
administration costs, amounted to #79m, reported outside of our underlying
results as they relate predominantly to fees charged in prior years.



As a result of the 2007 Finance Act, the main UK corporation tax rate will
reduce from 30% to 28% in April 2008.  This change affects the income
recognition of leases that contain tax variation clauses resulting in an
estimated reduction in the underlying lease receivables at June 2007 of #18m
(pre-tax).  The change in tax rate also reduces the deferred tax net liabilities
of the Group by #110m at June 2007.  The net benefit to profit attributable to
ordinary shareholders of #97m has been excluded from the underlying results.



The table below reconciles underlying profit attributable to ordinary
shareholders to profit attributable to ordinary shareholders.


                                                         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 attributable to ordinary                   2,046          1,794          2,022          3,816
shareholders
Adjusted for:
Retail banking fee refunds                                     (55)
Impact of the 2008 change in corporation tax rate on:
      the value of leasing assets                              (13)
      deferred tax net liabilities                             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 held for sale                                           3              3
attributable to ordinary shareholders
Profit attributable to ordinary shareholders                 2,063          1,729          2,091          3,820



                                    Page 54


Divisional financial performance can be summarised as follows:


Half year ended 30 June 2007   Retail  Corporate  Insurance  International Treasury Group Drive Half year  Half year

                                                          &                       & Items

                                                 Investment                   Asset                 ended      ended

                                                                               Mgmt            30.06.2007 30.06.2006

                                   #m        #m         #m             #m       #m    #m     #m        #m         #m

Underlying net interest income  2,087       992        (50)           504       93                  3,626      3,647
Underlying non-interest income    630       922        775            207      267                  2,801      2,150
Underlying net operating        2,717     1,914        725            711      360                  6,427      5,797
income
Underlying operating expenses  (1,053)     (436)      (409)          (334)    (170) (161)          (2,563)    (2,369)
Impairment losses on loans and   (678)     (235)                      (50)                           (963)      (864)
advances
Underlying operating profit       986     1,243        316            327      190  (161)           2,901      2,564
Non-operating income               57                                            4                     61         48
Underlying profit before tax    1,043     1,243        316            327      194  (161)           2,962      2,612

Half year ended 30 June 2006
Underlying profit before tax    1,133       809        287            293      156  (111)    45     2,612
Increase/(decrease) in           (8)%       54%        10%            12%      24%  (45)%             13%
underlying profit before tax





Taxation



As a result of the 2007 Finance Act, the main UK corporation tax rate will
reduce from 30% to 28% in April 2008.  This has resulted in a reduction to the
deferred tax net liabilities of the Group of #110m at June 2007, which has been
excluded from our underlying results.



The tax charge for the period of #858m (H1 2006 #865m) includes #167m (H1 2006
#134m) in respect of the tax charge levied on life companies for policyholder
tax and a decrease of #110m in respect of the change in the main UK corporation
tax rate. Excluding these items results in an effective rate of 28.3% (H1 2006
29.0%).  The tax charge of #858m includes overseas tax of #80m (H1 2006 #82m).





Post Tax Return on Mean Equity



Group post tax return on mean equity ('ROE') increased to 21.0% (H1 2006 20.5%).
This increase was driven by a 14% increase in the underlying post tax profit
attributable to ordinary shareholders compared to just a 12% increase in mean
equity, the latter benefiting from the cumulative impact of the share buyback
programme.


                                                            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 attributable to                               2,046        1,794        2,022        3,816

ordinary shareholders

Mean Equity                                                    19,665       17,611       19,059       18,375

                                                                    %            %            %            %
Group post tax return on mean equity                             21.0         20.5         21.0         20.8



Note:     ROE is calculated by dividing underlying profit attributable to
ordinary shareholders by the monthly average of ordinary shareholders' funds.



                                    Page 55


Net Interest Income



Underlying net interest income fell by 1% to #3,626m compared to the
corresponding period last year. On a like-for-like basis*, excluding the impact
of the disposal of Drive, the acquisition of Lex and non-interest income bearing
Treasury investments, underlying net interest income has grown by 4% to #3,682m
(H1 2006 #3,531m).



The Group net interest margin fell 3bps against H2 2006, 1 bp of which was due
to the impact of non-interest income bearing Treasury investments and the
remainder reflecting the reduction in the Retail margin of 3bps and a fall in
International of 8bps.


                                                            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

Interest receivable                                            15,561       12,187       14,555       26,742
Interest payable                                              (11,935)      (8,540)     (10,802)     (19,342)
Underlying net interest income (including Drive)                3,626        3,647        3,753        7,400

Drive                                                                         (120)        (134)        (254)

Underlying net interest income (excluding Drive)                3,626        3,527        3,619        7,146



Average balances

Interest earning assets:

- Loans and advances                                          383,723       366,556      379,216      372,938

- Securities and other liquid assets                           50,589        43,457       42,037       42,741

                                                              434,312       410,013      421,253      415,679

Drive                                                                       (1,164)      (1,523)      (1,345)

                                                              434,312       408,849      419,730      414,334



Group net interest margin (excluding Drive)                      1.68%        1.74%        1.71%        1.72%



Divisional net interest margins:

    Retail                                                       1.73%        1.80%        1.76%        1.78%
    Corporate                                                    2.12%        2.37%        2.13%        2.25%

    International                                                1.90%        1.97%        1.98%        1.97%

    Treasury & Asset Management                                  0.05%        0.07%        0.06%        0.07%





* Net interest income on a like-for-like basis is calculated as follows:


                                                            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 (excluding Drive)                           3,626        3,527        3,619        7,146

Lex                                                                32            4           33           37

Non-interest bearing Treasury investments                          24

Net interest income (like-for-like basis)                       3,682        3,531        3,652        7,183




                                    Page 56

Non-interest Income



Underlying non-interest income increased by 30% to #2,801m (H1 2006 #2,150m).
Net fees and commissions have increased by 9% where growth in Corporate, due to
higher underwriting fees, and in Treasury & Asset Management, have more than
offset a fall in Retail in respect of lower Credit Card default fees.  Profits
on the sale of investment securities increased to #316m, mainly reflecting
realisations within the Corporate Fund Investment portfolio. Net operating lease
income increased by 65% reflecting the full consolidation of Lex which became a
fully owned subsidiary on 31 May 2006.


                                                            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

Fees and commission income                                      1,193        1,116        1,059        2,175
Fees and commission expense                                      (539)        (514)        (498)      (1,012)
Net earned premiums on insurance contracts                      3,051        2,976        2,672        5,648
Net trading income                                                141          131          148          279
Change in value of in-force long term assurance business          159          142          140          282
Other operating income:
    Profit on sale of investment securities                       316           92          215          307
    Operating lease rental income                                 655          389          653        1,042
    Net investment income related to insurance and              3,481        1,819        4,487        6,306
investment business
    Other income                                                  178           44          104          148
Non-interest income                                             8,635        6,195        8,980       15,175



Impairment on investment securities                               (27)         (59)         (12)         (71)

Operating lease depreciation                                     (500)        (295)        (517)        (812)
Change in investment contract liabilities                      (2,423)        (927)      (1,983)      (2,910)
Net claims incurred on insurance contracts                     (1,433)      (1,263)      (1,065)      (2,328)
Net change in insurance contract liabilities                   (1,388)      (1,202)      (2,692)      (3,894)
Change in unallocated surplus                                    (169)        (301)        (268)        (569)

Share of profits of associates and jointly controlled             106            2          124          126
entities
Underlying non-interest income                                  2,801        2,150        2,567        4,717






Underlying non-interest income analysed by division:
                                                             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


Retail                                                             630          682          670        1,352
Corporate                                                          922          348          705        1,053
Insurance & Investment                                             775          747          747        1,494
International                                                      207          187          217          404
Treasury & Asset Management                                        267          186          229          415
Underlying non-interest income (excluding Drive)                 2,801        2,150        2,568        4,718
Drive                                                                                        (1)          (1)
Underlying non-interest income (including Drive)                 2,801        2,150        2,567        4,717

                                    Page 57


Operating Expenses



Underlying operating expenses increased by 8% to #2,563m (H1 2006 #2,369m).  The
increase of #194m over last year includes planned investments in International
and Treasury & Asset Management, the implementation costs of our cost efficiency
programme and the full consolidation of Lex which became a wholly owned
subsidiary on 31 May 2006.



Staff costs increased by 10% against the corresponding period last year due in
part to increased performance based remuneration in Corporate and the
continuation of our East Coast expansion in Australia.




                                                            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

Staff                                                           1,404        1,271        1,403        2,674

Accommodation, repairs and maintenance                            224          205          216          421
Technology                                                        134          115          123          238
Marketing and communication                                       187          180          187          367
Depreciation:
        Property and equipment and intangible assets              210          190          190          380
Other                                                             404          408          420          828
Underlying operating expenses                                   2,563        2,369        2,539        4,908



Operating lease depreciation                                      500          295          517          812
Change in investment contract liabilities                       2,423          927        1,983        2,910

Net claims incurred on insurance contracts                      1,433        1,263        1,065        2,328
Net change in insurance contract liabilities                    1,388        1,202        2,692        3,894

Change in unallocated surplus                                     169          301          268          569

Total                                                           8,476        6,357        9,064       15,421






Underlying operating expenses analysed by division:
                                                            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

Retail                                                           1,053        1,052        1,075       2,127

Corporate                                                          436          366          446         812
Insurance & Investment                                             409          418          402         820
International                                                      334          265          308         573
Treasury & Asset Management                                        170          135          157         292
Group Items                                                        161          111          130         241
Underlying operating expenses (excluding Drive)                  2,563        2,347        2,518       4,865

Drive                                                                            22           21          43
Underlying operating expenses (including Drive)                  2,563        2,369        2,539       4,908






                                    Page 58

Cost:income Ratio



In the first half of 2007, the Group cost:income ratio improved to 39.9% (H1
2006 41.3%, restated to exclude Drive).


                                                            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 operating expenses                                    2,563        2,347        2,518       4,865



Underlying net interest income                                   3,626        3,527        3,619       7,146
Underlying non-interest income                                   2,801        2,150        2,568       4,718
Underlying net operating income                                  6,427        5,677        6,187      11,864


                                                                     %            %            %            %

Group cost:income ratio                                           39.9         41.3         40.7         41.0




Divisional cost:income ratios are summarised below:
                                                            Half year    Half year    Half year         Year

                                                                ended        ended        ended        ended

                                                           30.06.2007   30.06.2006   31.12.2006   31.12.2006

                                                                    %            %            %            %


Retail                                                            38.8         38.5         38.2         38.4
Corporate                                                         22.8         27.1         26.8         26.9
International                                                     47.0         44.1         45.0         44.6
Treasury & Asset Management                                       47.2         46.4         47.7         47.1





Group Items

Group Items principally comprise the expenses of managing the Group, including
technology so far as it is not devolved to divisions, accommodation and other
shared services such as cheque clearing, mailing, etc. The costs of technology,
accommodation and other shared services (other than those borne directly by
Group functions) are subsequently recharged to divisions according to their
usage and are shown under the operating expense analysis for each division.
Group Items has increased by 45% compared to the corresponding period last year
due in part to the implementation costs of the cost efficiency programme.


                                                            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

Staff                                                             160          135          156          291
Accommodation, repairs and maintenance                            183          167          178          345
Technology                                                         52           41           50           91
Marketing and communication                                        35           33           34           67
Depreciation:
  Property and equipment and intangible assets                     99           97           95          192
Other                                                             116           94          106          200
Sub total                                                         645          567          619        1,186

Less Recharges:
  Technology                                                     (182)        (180)        (185)        (365)
  Accommodation                                                  (189)        (171)        (194)        (365)
  Other shared services                                          (113)        (105)        (110)        (215)
Total                                                             161          111          130          241



                                    Page 59


Group Embedded Value Information (IFRS Basis)



The sources of profit from all long term assurance business accounted for as
insurance contracts on an embedded value ('EV') basis under IFRS 4 are set out
below.  This table includes that part of our Repayment Insurance business
accounted for on an EV basis but excludes investment contracts accounted for
under IAS 39.


                                               Half year ended                        Half year ended

                                                  30.06.2007                             30.06.2006
                                                                 UK                                    UK

                                              UK            General                UK             General    
 
                                      Investment  Europe  Insurance  Total Investment*  Europe  Insurance   Total

                                              #m      #m         #m     #m          #m      #m         #m      #m

Expected contribution from existing           76      25          2    103          72       21         11    104
business
Actual vs expected experience on              34      12         24     70          17        6                23
existing business
                                             110      37         26    173          89       27         11    127
Contribution from new business               142      16          4    162         105       10         14    129
Investment earnings on net assets             54       3          5     62          59        2          3     64
using long term assumptions
Contribution from insurance                  306      56         35    397         253       39         28    320
contracts**


                                               Half year ended                        Half year ended

                                                  31.12.2006                             31.12.2006

                                                                 UK                                    UK

                                              UK            General                UK             General    
 
                                      Investment  Europe  Insurance  Total Investment*  Europe  Insurance   Total

                                              #m      #m         #m     #m          #m      #m         #m      #m

Expected contribution from existing           63      23        (6)     80         135       44          5    184
business
Actual vs expected experience on             (1)      13        33      45          16       19         33     68
existing business
                                              62      36        27     125         151       63         38    252
Contribution from new business               111      26        11     148         216       36         25    277
Investment earnings on net assets             54       1         3      58         113        3          6    122
using long term assumptions
Contribution from insurance                  227      63        41     331         480      102         69    651
contracts**



*     As explained on page 32, contribution from insurance contracts has been
restated to allocate the other income and costs line item previously disclosed
separately.

**    On an underlying basis



The embedded value of long term assurance business accounted for under IFRS 4,
which excludes investment contract business accounted for under IAS 39, is set
out below.


                                                    As at                                 As at

                                                 30.06.2007                             31.12.2006

                                                                UK                                    UK

                                             UK            General                UK             General    
 
                                     Investment  Europe  Insurance  Total  Investment  Europe  Insurance   Total

                                             #m      #m         #m     #m          #m      #m         #m      #m

Shareholder funds                         2,322      92             2,414       2,315      69         52   2,436
Value of in-force business (net of        1,624     441        193  2,258       1,544     419        162   2,125
tax)
Total embedded value (net of tax)         3,946     533        193  4,672       3,859     488        214   4,561

Shareholder funds as a % of total           59%     17%               52%         60%     14%        24%     53%
EV



                                    Page 60

                                                                              Half year ended 30.06.2007

                                                                                                      UK

                                                                               UK                General     

                                                                       Investment    Europe    Insurance     Total      
                                                                                               
                                                                               #m        #m           #m        #m

Opening embedded value                                                     3,859        488          214    4,561

Contribution from insurance contracts                                        306         56           35      397
Developments costs, associated overheads and financing costs                (126)                            (126)
Underlying embedded value profit before tax                                  180         56           35      271
Short term investment fluctuations                                           (39)         6                   (33)
Underlying tax charge                                                        (30)       (17)          (5)     (52)
Shareholder tax rate change                                                   54                               54
Dividends paid                                                                                       (51)     (51)
Other capital movements                                                      (78)                             (78)
Movement in embedded value in the period                                      87         45          (21)     111

Closing embedded value                                                     3,946        533          193    4,672





The economic assumptions (gross of tax) used in the calculation of the embedded
values are unchanged from those used at the end of 2006. These are as follows:


                                                                                           As at            As at

                                                                                      30.06.2007       31.12.2006

                                                                                               %                %
Risk discount rate*                                                                          8.0              8.0
Return on fixed income securities                                                      5.0 - 5.5        5.0 - 5.5
Return on equities                                                                           7.5              7.5
Expense inflation rate                                                                       3.0              3.0



*    Included in the risk discount rate is an investment risk component which is
chosen so as to avoid capitalising any investment risk premiums over the long
term view of the risk free rate of return.



                                    Page 61

Balance Sheet Analysis



Loans and advances to customers increased by an annualised 10% to #395.2bn (end
2006 #376.8bn).  The increase was 4% in Retail, 14% in Corporate and 34% in
International on an annualised basis.



Customer deposits increased by an annualised 14% to #227.1bn (end 2006 #211.9bn)
and wholesale funding increased by 5% on an annualised basis to #219.0bn (end
2006 #214.2bn).


                                         Retail   Corporate   International Treasury &       Total        Total

                                                                            Asset Mgmt  30.06.2007   31.12.2006

                                            #bn         #bn             #bn        #bn         #bn          #bn

Loans and advances to customers           242.1        95.8            56.8        0.5       395.2        376.8
Impairment provisions                       2.1         0.7             0.3                    3.1          3.1
Loans and advances to customers           244.2        96.5            57.1        0.5       398.3        379.9
(before provisions)

Risk weighted assets                      109.6       111.9            47.7       15.4       285.5*       276.0*
Customer deposits                         151.3        41.9            19.8       14.1       227.1        211.9



*    Includes risk weighted assets of #0.9bn (end 2006 #0.8bn) attributable to
Insurance & Investment.



Classification of advances



The mix of the Group's gross lending portfolio at the period end is summarised
in the following table:


                                                                                 As at        As at        As at

                                                                            30.06.2007   30.06.2006   31.12.2006

                                                                                     %            %            %
Energy                                                                               1                         1
Manufacturing industry                                                               2            2            2
Construction and property                                                           11           10           11
Hotels, restaurants and wholesale and retail trade                                   3            3            3
Transport, storage and communication                                                 1            1            2
Financial                                                                            2            3            2
Other services                                                                       6            6            5
Individuals:
      Residential Mortgages                                                         61           63           61
      Other personal lending                                                         5            7            6
Overseas residents                                                                   8            5            7
Total                                                                              100          100          100



                                    Page 62


Credit Quality & Provisions



The total charge for loan impairment losses against Group profits was #963m (H1
2006 #864m) representing 0.25% of average advances (H1 2006 0.24%).
                                                                                                           Total

                                                                                                              #m

At 1 January 2007                                                                                          3,089
Amounts written off during the period                                                                       (926)
New impairment provisions less releases                                                                    1,003
Exchange movements                                                                                             8
Discount unwind on impaired advances                                                                         (65)

Closing balance at 30 June 2007                                                                            3,109



New impairment provisions less releases                                                                    1,003

Recoveries of amounts previously written off                                                                 (40)

Net charge to income statement                                                                               963




Impairment provisions as a % of closing advances are analysed in the following
table:


                                             As at 30.06.2007        As at 30.06.2006        As at 31.12.2006
                                                      As % of                 As % of         #m      As % of
                                                      closing                 closing                 closing
                                              #m     advances         #m     advances                advances
Retail                                     2,080         0.86      2,105         0.92      2,108         0.89
Corporate                                    748         0.78        702         0.82        735         0.82
International                                281         0.49        217         0.51        246         0.51
Drive                                                                 66         5.08
Total impairment provisions                3,109         0.79      3,090         0.85       3,089         0.82
                                                        



Impaired loans as a % of closing advances and impairment provisions as a % of
impaired loans are analysed by division in the following table:

                                            Advances   Impaired   Impaired loans      Impairment       Impairment
                                                          loans  as % of closing      provisions  provisions as %
                                                                        advances                      of impaired
                                                                                                            loans
                                                 #bn         #m                %              #m                %
As at 30 June 2007
Retail:     Secured                            224.4      4,183             1.86             340                8

               Unsecured                        17.7      2,277            12.86           1,740               76
               Total                           242.1      6,460             2.67           2,080               32
Corporate                                       95.8      1,518             1.58             748               49
International                                   56.8        662             1.17             281               42
Treasury & Asset Management                      0.5
Total                                          395.2      8,640             2.19           3,109               36

As at 31 December 2006
Retail:      Secured                           219.4      4,047             1.84             408               10
               Unsecured                        18.3      2,411            13.17           1,700               71
               Total                           237.7      6,458             2.72           2,108               33
Corporate                                       89.6      1,163             1.30             735               63
International                                   48.7        581             1.19             246               42
Treasury & Asset Management                      0.8
Total                                          376.8      8,202             2.18           3,089               38

                                    Page 63


Capital Structure



Tier 1 and Total regulatory capital ratios remain strong at 8.0% (end 2006 8.1%)
and 12.0% (end 2006 12.0%) respectively.  This position has been achieved
notwithstanding a share buyback of #394m (including costs) in the first half of
2007.



Risk weighted assets increased by an annualised 7% to #285.5bn (end 2006
#276.0bn).  The RWAs at 30 June 2007 are based on new prudential rules relating
to the consolidation of participations(1).  Had the new rules been applied at
December 2006 the RWAs would have been #5.0bn lower at #271.0bn and therefore
the actual annualised growth in RWAs over the first half of 2007 would have been
around 11%.  RWAs are quoted after capital relief achieved by securitisations.
New securitisations during the six months to June 2007 have provided an
additional #7.5bn of capital relief and this has been offset by #3.5bn due to
the redemption of existing loan securitisations.



In addition to retained earnings, Tier 1 capital was strengthened by #374m by
the issuance of non-innovative preference shares of US$750m in May 2007. These
increases were offset by #394m of ordinary shares bought back in the period.
Tier 1 gearing at the half year was 26.0% (end 2006 25.0%) in line with our
benchmark range of 25% +/- 2%.



The change resulting from the new prudential rules on the consolidation of
participations(1) has reduced Tier 1 capital by a net #216m.



Tier 2 capital was increased during the period by a dated subordinated debt
issue of Euro1bn in March 2007, AUD$600m in May 2007, US$1bn in June 2007 and
CAD$500m in June 2007. In sterling equivalent terms at 30 June 2007, this new
issuance totalled #1,660m.



Supervisory deductions mainly reflect investments in subsidiary undertakings
that are not within the banking group for regulatory purposes together with
deductions relating to the securitisation of loans. These unconsolidated
investments are primarily Clerical Medical, St James's Place, St. Andrew's
Group, Heidelberger Leben and the Group's investment in Crest Nicholson, a
housebuilder.  Total supervisory deductions increased to #6,211m from #5,666m as
a result of the investment in Crest Nicholson, increases in the embedded value
of life policies held and increased securitisations outlined above.



(1) As part of Prudential Sourcebook for Banks, Building Societies and
Investment Firms (BIPRU), rules on the consolidation of participations have been
implemented from 1 January 2007.  The change principally requires 'proportional'
consolidation of jointly controlled entities and associates and results in a
reduction of risk weighted assets and minority interests and goodwill balances
relating to these participations.



                                    Page 64



Capital Structure                                                           As at          As at          As at

                                                                       30.06.2007     30.06.2006     31.12.2006

                                                                               #m             #m             #m
Risk Weighted Assets

Banking book - on balance sheet                                            260,369       246,982        253,839

Banking book - off balance sheet                                            16,102        13,218         14,272

Trading book                                                                 9,016         6,977          7,901

Total Risk Weighted Assets                                                 285,487       267,177        276,012



Tier 1

Ordinary share capital                                                        936            950            941
Preference share capital                                                    2,781          2,465          2,422
Eligible reserves                                                          18,981         17,307         18,496
Minority interests (equity)                                                   124            808          1,058
Preferred securities                                                        3,178          3,249          3,189
Less: goodwill & other intangible assets                                   (3,034)        (3,119)        (3,677)
Total Tier 1 capital                                                       22,966         21,660         22,429

Tier 2

Available for sale reserve                                                    161            154            168
Undated subordinated debt                                                   5,562          5,911          5,598
Dated subordinated debt                                                     9,174          8,002          7,914
Collectively assessed impairment provisions                                 2,485          2,502          2,711
Total Tier 2 capital                                                       17,382         16,569         16,391

Supervisory deductions:
      Unconsolidated investments - Life                                    (4,444)        (4,182)        (4,260)
      Unconsolidated investments - Other                                     (506)          (561)          (510)
      Investments in other banks and other deductions                      (1,261)          (757)          (896)
Total supervisory deductions                                               (6,211)        (5,500)        (5,666)

Total regulatory capital                                                   34,137         32,729         33,154

Tier 1 capital ratio (%)                                                      8.0            8.1            8.1
Total capital ratio (%)                                                      12.0           12.2           12.0





                                    Page 65

FINANCIAL INFORMATION

(In accordance with the Listing Rules of the Financial Services Authority)



Basis of Preparation



The Group is adopting IFRS 7 'Financial Instruments: Disclosures' and the
'Capital disclosure amendment' to IAS 1 'Presentation of financial statements'
together with the following IFRICs for reporting purposes in its 2007 Annual
Report and Accounts. IFRIC 7 'Applying the Restatement Approach under IAS 29
Financial Reporting in Hyperinflationary Economies', IFRIC 8 'Scope of IFRS 2
Share-based Payment', IFRIC 9 'Reassessment of Embedded Derivatives' and 'IFRIC
10 'Interim Financial Reporting and Impairment' and the standards above have
been adopted by the European Union and are applicable to the Group for the
financial year to 31 December 2007.



As explained in the 2006 Annual Report and Accounts there is no financial impact
from the implementation of these standards and interpretations by the Group and
they are primarily concerned with disclosure in the financial statements.
Accordingly, there have been no significant changes to the accounting policies
as described in the 2006 Annual Report and Accounts. The financial information
has been prepared on the basis of the accounting policies adopted in the
financial statements for the year ended 31 December 2006.



Section 240 Statement



The comparative figures for the year ended 31 December 2006 do not constitute
the company's statutory accounts for that financial year within the meaning of
section 240 of the Companies Act 1985 but are derived from the 2006 accounts.
Those accounts, which were prepared in accordance with International Financial
Reporting Standards as adopted by the European Union, have been reported on by
the company's auditors and their report was unqualified and does not contain
statements under Section 237(2) or (3) of the Companies Act 1985.





                                    Page 66

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

Interest receivable                                            15,549       12,187       14,555       26,742
Interest payable                                              (11,935)      (8,540)     (10,802)     (19,342)
Net interest income                                             3,614        3,647        3,753        7,400
Fees and commission income                                      1,193        1,116        1,059        2,175
Fees and commission expense                                      (539)        (514)        (498)      (1,012)
Net earned premiums on insurance contracts                      3,051        2,976        2,672        5,648
Net trading income                                                141          131          148          279
Change in value of in-force long term assurance business          159          142          140          282
Net investment income related to insurance and investment       3,615        1,861        4,584        6,445
business
Other operating income                                          1,143          525          972        1,497
Net operating income (Note 1)                                  12,377        9,884       12,830       22,714
Change in investment contract liabilities                      (2,423)        (927)      (1,983)      (2,910)
Net claims incurred on insurance contracts                     (1,433)      (1,263)      (1,065)      (2,328)
Net change in insurance contract liabilities                   (1,388)      (1,202)      (2,692)      (3,894)
Change in unallocated surplus                                    (169)        (301)        (268)        (569)
Administrative expenses (Note 2)                               (2,432)      (2,179)      (2,444)      (4,623)
Depreciation and amortisation:                                   (710)        (485)        (707)      (1,192)
          Intangible assets other than goodwill                   (94)         (80)         (81)        (161)
          Property and equipment                                 (116)        (110)        (109)        (219)
          Operating lease assets                                 (500)        (295)        (517)        (812)
Goodwill impairment                                                (2)                      (55)         (55)
Operating expenses                                             (8,557)      (6,357)      (9,214)     (15,571)
Impairment losses on loans and advances                          (963)        (864)        (878)      (1,742)
Impairment on investment securities                               (27)         (59)         (12)         (71)
Operating profit                                                2,830        2,604        2,726        5,330
Share of profits of jointly controlled entities                    97           (2)         114          112
Share of profits of associated undertakings                         9            4           10           14
Non-operating income (Note 3)                                      61           48          202          250
Profit before taxation                                          2,997        2,654        3,052        5,706
Tax on profit (Note 4)                                           (858)        (865)        (907)      (1,772)
Profit after taxation (continuing operations)                   2,139        1,789        2,145        3,934
Profit of disposal group classified as                              4                         5            5

held for 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


Basic earnings per share - continuing operations                 55.1p        45.3p        55.2p       100.5p
Basic earnings per share - disposal group                                                   0.1p         0.1p
Basic earnings per share - total                                 55.1p        45.3p        55.3p       100.6p

Diluted earnings per share - continuing operations               54.6p        44.9p        54.5p        99.4p
Diluted earnings per share - disposal group                                                 0.1p         0.1p
Diluted earnings per share - total                               54.6p        44.9p        54.6p        99.5p

Details of dividends are set out in Note 5.



                                    Page 67

Consolidated Balance Sheet

                                                                                As at        As at        As at

                                                                           30.06.2007   30.06.2006   31.12.2006

                                                                                   #m           #m           #m
Assets
Cash and balances at central banks                                              1,780        1,653        1,966
Items in course of collection                                                   1,074        1,074          880
Financial assets held for trading                                              58,250       42,187       49,139
Disposal group assets held for sale                                                                       1,388
Derivative assets                                                              12,205        9,441        8,612
Loans and advances to banks                                                     9,001       16,656       11,593
Loans and advances to customers                                               395,210      361,631      376,808
Investment securities                                                         120,864      113,271      117,031
Interests in jointly controlled entities                                          652          133          420
Interests in associated undertakings                                              141          181          181
Goodwill and other intangible assets                                            2,739        2,736        2,689
Property and equipment                                                          1,506        1,492        1,573
Investment properties                                                           5,324        4,626        5,010
Operating lease assets                                                          4,707        4,826        4,681
Deferred costs                                                                    899          632          853
Value of in-force long term assurance business                                  3,267        2,994        3,104
Other assets                                                                    5,396        5,705        3,887
Prepayments and accrued income                                                  1,075        1,195        1,214
Total Assets                                                                  624,090      570,433      591,029

Liabilities
Deposits by banks                                                              37,530       33,805       30,557
Customer accounts                                                             227,117      208,137      211,857
Financial liabilities held for trading                                         22,346       23,625       22,334
Disposal group liabilities held for sale                                                                    909
Derivative liabilities                                                         15,061       10,064       10,755
Notes in circulation                                                              859          841          857
Insurance contract liabilities                                                 26,074       22,709       24,977
Investment contract liabilities                                                53,441       48,100       49,486
Unallocated surplus                                                             1,712        1,275        1,543
Net post retirement benefit liabilities                                           543        1,905          912
Current and deferred tax liabilities                                            3,115        2,337        2,670
Other liabilities                                                               7,249        5,990        6,387
Accruals and deferred income                                                    2,782        2,622        3,071
Other provisions                                                                  190          207          201
Debt securities in issue                                                      181,477      169,449      183,650
Other borrowed funds                                                           22,713       20,074       19,692
Total Liabilities                                                             602,209      551,140      569,858

Shareholders' Equity
Issued share capital and share premium (Note 6)                                 4,059        3,903        3,995
Other reserves                                                                  1,146          875        1,161
Retained earnings                                                              16,316       14,310       15,529
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



                                    Page 68

Consolidated Statement of Recognised Income and Expense


                                                            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 actuarial gains from defined benefit plans (net of            261                       163          163
tax)
Foreign exchange translation                                       63          (98)          75          (23)

Available for sale investments
   Net change in fair value (net of tax)                           87           95           95          190
   Net gains transferred to the income                           (129)         (64)        (107)        (171)

   statement (net of tax)

Cash flow hedges
   Effective portion of changes in fair value                      74          (87)         296          209

   taken to equity (net of tax)
   Net gains/(losses) transferred to the income                  (118)         203         (117)          86

   statement (net of tax)
Revaluation of existing net assets upon acquisition of                                      (15)         (15)
jointly controlled entity
Net income recognised directly in equity                          238           49          390          439
Profit for the year                                             2,143        1,789        2,150        3,939
Total recognised income and expense                             2,381        1,838        2,540        4,378

Attributable to:
Parent company shareholders                                     2,352        1,808        2,510        4,318
Minority interests                                                 29           30           30           60
                                                                2,381        1,838        2,540        4,378





                                    Page 69

Consolidated Cash Flow Statement


                                                                        Half year      Half year           Year

                                                                            ended          ended          ended

                                                                       30.06.2007     30.06.2006     31.12.2006

                                                                               #m             #m             #m

Profit before taxation                                                      2,997          2,654          5,706

Adjustments for:
Impairment losses on loans and advances                                       963            864          1,742
Depreciation and amortisation                                                 710            485          1,192
Goodwill impairment                                                             2                            55
Interest on other borrowed funds                                              609            578          1,157
Pension charge for defined benefit schemes                                     72             82            164
Exchange differences                                                          295          1,618          3,157
Movements in derivatives held for trading                                     659          2,227          4,081
Other non-cash items                                                         (741)          (282)          (902)
Net change in operating assets                                            (32,937)       (26,790)       (53,452)
Net change in operating liabilities                                        26,158         28,385         44,743
Net cash flows from operating activities before tax                        (1,213)         9,821          7,643
Income taxes paid                                                            (449)          (426)          (991)
Cash flows from operating activities                                       (1,662)         9,395          6,652
Cash flows from investing activities                                          186         (7,283)       (10,319)
Cash flows from financing activities                                        1,115           (799)        (2,106)
Net (decrease)/increase in cash and cash equivalents                         (361)         1,313         (5,773)
Opening cash and cash equivalents                                           8,191         13,964         13,964
Closing cash and cash equivalents                                           7,830         15,277          8,191


Analysis of Cash and Cash Equivalents                                   Half year      Half year           Year

                                                                            ended          ended          ended

                                                                       30.06.2007     30.06.2006     31.12.2006

                                                                               #m             #m             #m
Cash and balances at central banks repayable on demand                        457            598            663
Loans and advances to banks repayable in less than 3 months                 7,373         14,679          7,528
Closing cash and cash equivalents                                           7,830         15,277          8,191



                                    Page 70


Consolidated Cash Flow Statement (continued)
                                                                        Half year      Half year           Year

                                                                            ended          ended          ended

                                                                       30.06.2007     30.06.2006     31.12.2006

                                                                               #m             #m             #m


Investing Activities
Sale and maturity of investment securities                                 16,327          9,397         24,448
Purchase of investment securities                                         (15,751)       (14,093)       (31,260)
Sale of other intangible assets                                                18             14             27
Purchase of other intangible assets                                          (142)           (98)          (194)
Sale of property and equipment                                                108             62             60
Purchase of property and equipment                                           (158)          (138)          (280)
Sale of investment properties                                                  57              1              2
Purchase of investment properties                                                             (6)
Sale of operating lease assets                                                319            294            800
Purchase of operating lease assets                                           (881)        (2,346)        (1,804)
Cash contribution to defined benefit pension schemes                          (75)           (95)          (860)
Investment in subsidiary undertakings                                                       (228)        (1,241)
Disposal of subsidiary undertakings                                            479                           87
Investment in jointly controlled entities and associated                     (219)           (97)          (202)
undertakings
Disposal of jointly controlled entities and associated undertakings            55             16             29
Dividends received from jointly controlled entities                            43             24             57
Dividends received from associated undertakings                                 6             10             12
Cash flows from investing activities                                          186         (7,283)       (10,319)

Financing Activities
Issue of shares                                                                64            441            548
Share capital buyback, including costs                                       (394)          (502)          (982)
Issue of other borrowed funds                                               3,944            867          1,571
Repayments of other borrowed funds                                           (530)           (80)          (777)
Minority interest acquired                                                                                  287
Minority interest disposed                                                   (129)                          (30)
Equity dividends paid                                                      (1,101)          (960)        (1,501)
Dividends paid to minority shareholders in                                    (25)           (16)           (22)

subsidiary undertakings
Interest on other borrowed funds relating to servicing of finance            (686)          (541)        (1,153)
Movement in own shares                                                        (28)            (8)           (47)
Cash flows from financing activities                                        1,115           (799)        (2,106)



                                    Page 71

Notes to the Accounts

                                                          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

1.  Net operating income


    Net operating income includes:
    Dividend income on financial investments
    designated as:
           Available for sale                                     14            18             7            25
           Loans and receivables                                                 1           (1)
    Net realised gains on sale of financial
    instruments designated as:
           Available for sale                                    184            92           152           244
           Loans and receivables                                                               1             1

2.  Administrative expenses

    Administrative expenses include:
    Retail banking fee refunds                                    79
    Mortgage endowment compensation                                                           95           95
                                                                  79                          95           95
    Administrative expenses also include:
    Staff costs                                                1,404         1,271         1,403        2,674
    Accommodation, repairs and maintenance                       224           205           216          421
    Technology                                                   134           115           123          238
    Marketing and communication                                  187           180           187          367

3.  Non-operating income

    Profit on sale and leaseback of certain premises              28            22                          22
    Profit on the part disposal of Rightmove plc                  29            17                          17
    Profit on the dilution of shareholding in Invista                                         22            22
    Real Estate Investment Management Holdings plc
    Profit on the sale of Retail Financial Services                              9                           9
    Limited
    Profit on the sale of Drive Financial Services LP                                        180           180
    Profit on the sale of Insight Investment                       4
    Management (C.I.) Limited
                                                                  61            48           202           250
    Taxation

4.

    As a result of the 2007 Finance Act, the main UK corporation tax rate will reduce from 30% to 28% in April
    2008.  This has resulted in a reduction to deferred tax net liabilities of the Group of #110m at June
    2007.



    The tax charge for the period of #858m (H1 2006 #865m) includes #167m (H1 2006 #134m) in respect of the
    tax charge levied on life companies for policyholder tax and a decrease of #110m in respect of the change
    in the corporation tax rate.  Excluding these items results in an effective rate of 28.3% (H1 2006 29.0%).
    The tax charge of #858m includes overseas tax of #80m (H1 2006 #82m).



    A reconciliation of the actual tax charge to the expected tax charge at the standard rate of corporation
    tax of 30% is detailed below:



                                    Page 72



                                                          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
                                                                              
      Expected tax charge at 30%                                899           796           916         1,712
      Expenses not deductible/(income not chargeable)           (22)           17            (8)            9
      for tax purposes
      Net effect of differing tax rates overseas                 (1)           (6)           22            16
      Book gains covered by capital losses/indexation           (35)          (13)          (96)         (109)
      Policyholder tax/differing tax rates for life             117            96            58           154
      assurance business
      Impairment on investment securities                        12            22             1            23
      Adjustments in respect of previous periods                 (4)          (48)           41            (7)
      Reduction in deferred tax from change in                 (110)

      UK tax rate
      Other                                                       2             1           (27)          (26)
      Total income tax on profit                                858           865           907         1,772





 5.   Dividends

      After the balance sheet date an interim dividend of 16.6 pence per ordinary share issued was proposed by
      the Directors. This interim dividend has not been provided for but the estimated impact on retained
      earnings, based on the number of shares in issue at 30 June 2007, is #622m.



      At 30 June 2007 #51m (H1 2006 #30m) of preference dividends have been charged directly to retained
      earnings in respect of preference shares classified as equity (as shown in Note 6) along with #1,048m of
      ordinary dividends.


 6.   Preference shares

      Included in issued share capital and share premium is #1,267m of preference shares classified as equity
      as detailed below:


                                                                          As at         As at           As at

                                                                     30.06.2007    30.06.2006      31.12.2006

                                                                             #m            #m              #m

      6.0884% preference shares issued May 2005                             750           750             750
      6.475% preference shares issued June 2005                             198           198             198
      6.3673% preference shares issued June 2006                            350           350             350
                                                                          1,298         1,298           1,298
      Less: issue costs                                                     (31)          (31)            (31)
                                                                          1,267         1,267           1,267

                                    Page 73

 7.  Capital Funding

     During the period the Group has reduced its share capital and share premium by #394m through the share buy
     back programme.



     On 21 May 2007 HBOS issued 7,500 American Depository Receipts representing US$750m 6.657% Fixed-to-Floating
     Rate preference shares. These are non-innovative non-equity preference shares that are classified as Tier 1
     securities.



     During the period HBOS has issued four tranches of subordinated debt; on 20 March 2007 Euro1bn Subordinated
     Callable Notes 2017, on 27 April 2007 AUD$600m subordinated notes, on 6 June 2007 US$1bn Subordinated
     Callable Notes 2017 and on 20 June 2007 CAD$500m Callable Fixed to Floating Rate Notes 2017.



     The Group has also issued debt securities and other funding instruments in support of its ongoing
     securitisation and funding programmes.



 8.  Contingent Liabilities

     On 27 July 2007 it was announced that the Company, along with seven other major UK current account providers,
     had reached agreement with the Office of Fair Trading to start legal proceedings in the High Court of England
     and Wales for a declaration (or declarations) to resolve legal uncertainties concerning the level, fairness
     and lawfulness of unauthorised overdraft charges (the "test case").  It was also announced that the Company
     and those other providers will seek a stay of all current and potential future Court proceedings which are
     brought against them in the UK concerning these charges and have obtained the consent of the Financial
     Services 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.  A definitive 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.



                                    Page 74


Independent review report to HBOS plc



Introduction

We have been instructed by the company to review the financial information for
the six months ended 30 June 2007 which comprises the financial information set
out on pages 66 to 74. We have read the other information contained in the
Interim Results 2007 Stock Exchange Announcement ("interim report") and
considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.



This report is made solely to the company in accordance with the terms of our
engagement to assist the company in meeting the requirements of the Listing
Rules of the Financial Services Authority. Our review has been undertaken so
that we might state to the company those matters we are required to state to it
in this report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the company for
our review work, for this report, or for the conclusions we have reached.



Directors' responsibilities

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.



Review work performed

We conducted our review in accordance with guidance contained in Bulletin 1999/
4: Review of interim financial information issued by the Auditing Practices
Board for use in the UK. A review consists principally of making enquiries of
group management and applying analytical procedures to the financial information
and underlying financial data and, based thereon, assessing whether the
accounting policies and presentation have been consistently applied unless
otherwise disclosed. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is
substantially less in scope than an audit performed in accordance with
International Standards on Auditing (UK and Ireland) and therefore provides a
lower level of assurance than an audit. Accordingly, we do not express an audit
opinion on the financial information.



Review conclusion

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2007.



KPMG Audit Plc

Chartered Accountants

Edinburgh

31 July 2007



                                    Page 75

SUPPLEMENTARY EMBEDDED VALUE INFORMATION FOR THE UK INVESTMENT BUSINESS



Introduction

The introduction of IFRS in 2005 resulted in a change to the timing of reported
profit recognition in respect of Investment Business.  Under IFRS, insurance
contracts continue to be accounted for on an Embedded Value ('EV') basis but
investment contracts are now all accounted for under IAS 39.  This has the
effect of delaying the recognition of profit in respect of some investment
contracts and, in particular, has resulted in the reporting of losses in the
year of their sale.



To assist in the understanding of the underlying performance and value
generation of our UK Investment Business, the supplementary information set out
below provides the financial results for our UK Investment Business as if both
insurance and investment contracts (including mutual funds) were accounted for
on an EV basis.  We refer to this as the 'Full EV' basis.  The Full EV basis
uses the same methodology as that which is applied to the calculation of EV on
insurance contract business under IFRS.  The economic assumptions used for the
Full EV basis are the same as used under the reported IFRS basis set out on page
61.



Applying the Full EV basis results in the earlier recognition of profit on new
investment contract business, but subsequently a lower contribution from
existing business, when compared to the recognition of profits on investment
contracts under IAS 39.  Differences between actual and expected experience on
existing business often have a greater impact on a Full EV basis, as changes in
experience can result in significant adjustments to modelled future cashflows.
In contrast, under IAS 39, variations in experience compared to expectations are
recognised in the income statement in the year in which they arise.



No additional information has been provided in relation to General Insurance or
European Financial Services as the investment business not already accounted for
on an EV basis under IFRS on these businesses is immaterial.



Key Financial Highlights

The key highlights of the Full EV basis are as follows:



*                Group embedded value on a Full EV basis was #7,407m as at 30
June 2007 (end 2006 #7,086m), #2,735m higher than reported under IFRS.



*                Underlying earnings per share on the Full EV basis increased
15% to 57.1p (H1 2006 49.6p), 2.5p (5%) higher than reported under IFRS.



*                Overall, underlying profit before tax for the UK Investment
Business increased 27% to #345m (H1 2006 #272m), #136m higher than reported
under IFRS.



*                Contribution from new business in the UK Investment Business
increased by 25% to #273m (H1 2006 #219m), #255m higher than reported under
IFRS.



A comparison of the Group's financial results on a Full EV basis and the IFRS
basis is set out below.


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

                                              Full EV Basis        IFRS Basis     Full EV Basis        IFRS Basis
Underlying profit before tax                        #3,098m           #2,962m           #2,760m           #2,612m
Underlying EPS                                        57.1p             54.6p             49.6p             47.0p
Post tax return on mean equity                        20.6%             21.0%             20.4%             20.5%


                                                      As at             As at             As at             As at

                                                 30.06.2007        30.06.2007        31.12.2006        31.12.2006

                                              Full EV Basis        IFRS Basis     Full EV Basis        IFRS Basis
Group embedded value (net of tax)*                  #7,407m           #4,672m           #7,086m           #4,561m
Net asset value                                        580p              541p              561p              516p

*       Includes Europe of #533m (end 2006 #488m) and UK General Insurance of
#193m (end 2006 #214m).

                                    Page 76


UK Investment Business



Full EV Information

Underlying profit before tax for our UK Investment Business on the Full EV basis
was 27% higher in the first half of 2007 at #345m (H1 2006 #272m), primarily due
to a strong increase in the contribution from new business in 2007.  The table
below analyses this result:


                                 Half year ended 30.06.2007                  Half year ended 30.06.2006
                             Life &      Life &       Mutual             Life &      Life &       Mutual

                           Pensions    Pensions        Funds           Pensions    Pensions        Funds

                          Insurance  Investment    Investment         Insurance  Investment    Investment

                          Contracts   Contracts    Contracts  Total   Contracts   Contracts    Contracts  Total

                                 #m          #m           #m     #m          #m          #m           #m     #m
Contribution from
existing business
Expected contribution            76          64            31    171         72           50           26    148
Actual vs expected               34         (51)         (14)   (31)         17         (25)         (26)   (34)
experience
                                110          13            17    140         89           25                 114
Contribution from new           142          71            60    273        105           60           60    225
business
Investment earnings on           54           4                   58         59            3                  62
net assets
Contribution from               306          88            77    471        253           88           60    401
Investment Business
Development expenditure        (38)                             (38)       (39)                             (39)
Overheads associated           (24)                             (24)       (26)                             (26)
with development
activity
Debt Financing cost            (64)                             (64)       (64)                             (64)
Underlying profit              180*          88            77    345        124           88           60    272
before tax



*       Development costs, overheads and financing costs have been attributed to
Life & Pensions Insurance Contracts business for presentational purposes only.



The contribution from new business under the Full EV basis increased by 21% in
H1 2007 to #273m (H1 2006 #225m), reflecting strong growth in volumes and
increased margins.  Increased sales of bonds through the Bancassurance channel
and strong sales growth through Wealth Management were the primary drivers.



The contribution from existing business increased by 23% to #140m (H1 2006
#114m).  The expected contribution improved by 16% to #171m (H1 2006 #148m)
whilst negative Actual vs Expected experience was broadly stable.  This
reflected the positive impact of changes to non-unit reserving due to the FSA
Policy Statement PS06/14 offset by adverse persistency experience.



                                    Page 77


Reconciliation of IFRS to Full EV

A reconciliation of underlying profit before tax on the Full EV basis with the
reported IFRS basis is set out below.


                               Half year ended 30.06.2007                     Half year ended 30.06.2006
                          Life &        Life &        Mutual             Life &      Life &       Mutual

                        Pensions      Pensions         Funds           Pensions    Pensions        Funds

                       Insurance    Investment    Investment          Insurance  Investment   Investment

                       Contracts     Contracts     Contracts  Total   Contracts   Contracts    Contracts  Total

                              #m            #m            #m     #m          #m          #m           #m     #m

Underlying profit             180           34            (5)   209         124           23         (23)    124
before tax (IFRS
basis)
Additional                                 128           127    255                      106          133    239
contribution from
new business
Lower contribution                         (78)          (45)  (123)                    (44)         (50)   (94)
from existing
business
Additional                                   4                    4                        3                   3
investment earnings
on net assets

Increase in                                 54            82    136                       65           83    148
underlying profit
before tax

Underlying profit            180*           88            77    345         124           88           60    272
before tax (Full EV
basis)


*    Development costs, overheads and financing costs have been attributed to
Life & Pensions Insurance Contracts business for presentational purposes only.



Moving to the Full EV basis results in earlier recognition of profits from sales
of new investment contracts, offset in part by the subsequent recognition of
lower profits on existing investment contracts.  The Full EV basis, unlike the
IFRS basis, recognises profits on new business at the point of sale with the
contribution from existing business consisting only of subsequent changes in the
net present value of future cashflows and changes in experience compared to that
initially modelled at the point of sale.



The contribution from new investment contracts under the Full EV basis was #255m
higher than under the reported IFRS result, the Full EV contribution being #131m
compared to a loss of #124m under the IFRS basis.



Under the Full EV basis, the contribution from existing investment contracts in
H1 2007 was #123m lower than under the IFRS basis, the Full EV basis
contribution being #30m compared to #153m under the IFRS basis.  The lower
contribution from existing business under the Full EV basis includes #(65)m of
actual versus expected experience on investment contracts, which largely
reflects worse than expected persistency on Intermediary business.  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.



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 for the UK Investment Business (including both Life &
Pensions and Mutual Funds) calculated by reference to the Full EV basis is set
out below.


                               Half year ended 30.06.2007                   Half year ended 30.06.2006
                        New Business   New Business   New Business   New Business   New Business    New Business
                                       Contribution  Profitability                  Contribution   Profitability
                                APE*                                         APE*
                                                 #m           %APE                            #m            %APE
                                  #m                                           #m
Bancassurance                    524            177             34            455            152              33
Intermediary                     238             24             10            271             24               9
Wealth Management                188             72             38            139             49              35
Total                            950            273             29            865            225              26

Life & Pensions                  731            213             29            609            165              27
Mutual Funds                     219             60             27            256             60              23
Total                            950            273             29            865            225              26

*    Excluding business (#54m APE in 2007, #39m in 2006) distributed but not
manufactured by the Group.

                                    Page 78


New business profitability increased to 29% (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).  The rise in Intermediary margins to 10% reflects our increasing
focus on profitable products and segments in this channel.



Overall Life & Pensions margins increased to 29% (H1 2006 26%) due to strong
sales of bonds through the Bancassurance channel and improvements in margins on
pensions business, particularly through our Wealth Management channel.  The
increase in Mutual Funds profitability largely reflects efficiencies from larger
case sizes and changes in the mix of funds.



Balance Sheet Information

The total net of tax embedded value of UK Investment Business on the Full EV
basis is as follows:


                                           As at 30.06.2007                          As at 31.12.2006
                                 Life &     Life &     Mutual              Life &      Life &      Mutual

                               Pensions   Pensions      Funds            Pensions    Pensions       Funds

                               Insurance Investment Investment          Insurance  Investment  Investment

                               Contracts Contracts  Contracts    Total  Contracts   Contracts   Contracts    Total

                                     #m         #m         #m       #m         #m          #m         #m       #m

Shareholder funds                  2,322        456        246    3,024     2,315         469        230    3,014
Value of in-force business         1,624      1,389         44    3,657     1,544       1,249        577    3,370
(net of tax)
Total embedded value (net of       3,946      1,845        890    6,681     3,859       1,718        807    6,384
tax)*

* Total embedded value excludes subordinated debt liabilities for the UK
Investment Business of #992m (end 2006 #987m).



The table below analyses the movement in embedded value of our UK Investment
Business on the Full EV basis:


                                                                           Half year ended 30.06.2007
                                                                       Life &       Life &       Mutual

                                                                     Pensions     Pensions        Funds

                                                                    Insurance   Investment   Investment

                                                                    Contracts    Contracts    Contracts      Total

                                                                           #m           #m           #m         #m

Opening embedded value                                                  3,859        1,718          807      6,384

     Contribution from Investment business                                306           88           77        471
     Development costs, associated overheads and financing               (126)                                (126)
costs *
     Underlying profit before tax                                         180           88           77        345
     Short term investment fluctuations                                   (39)          34           17         12
     Underlying tax charge                                                (30)         (40)         (31)      (101)
     Shareholder tax rate change                                           54           44           15        113
     Dividends paid                                                                    (39)                    (39)
     Other capital movements                                              (78)          40            5        (33)
Movement in embedded value                                                 87          127           83        297
Closing embedded value                                                  3,946        1,845          890      6,681

*    Development costs, overheads and financing costs have been attributed to
Life & Pensions Insurance Contracts business for presentational purposes only.









                                    Page 79


DIVIDEND REINVESTMENT PLAN



Shareholders who have already completed a Mandate Form to receive their
entitlement to dividends in ordinary shares need take no action as they will
automatically receive ordinary shares in respect of the interim dividend of
16.6p per ordinary share for the year ending 31 December 2007.  Shareholders who
have not already completed a Mandate Form and also wish to participate in the
Dividend Reinvestment Plan ('DRIP') in respect of the interim dividend are
required to complete and return a Mandate Form to our Plan Administrator -
Computershare Investor Services PLC, PO Box 1909, The Pavilions, Bridgwater
Road, Bristol BS99 7DS.  A Mandate Form and a copy of the Terms and Conditions
of the HBOS plc Dividend Reinvestment Plan can be obtained from our Plan
Administrator on 0870 702 0102 or downloaded from the HBOS plc website.



EXPECTED TIMETABLE


       1 August 2007 2007 Interim Results Announcement
       8 August 2007 Ordinary shares quoted ex-dividend
       8 August 2007 6.475% preference shares quoted ex-dividend
      10 August 2007 Ordinary shares record date for the interim dividend 2007
      10 August 2007 6.475% preference shares record date
   10 September 2007 Return date for mandates for the DRIP for the interim dividend 2007
   17 September 2007 6.475% preference shares dividend payment
      8 October 2007 Ordinary shares interim dividend payment
     10 October 2007 6.0884% preference shares quoted ex-dividend
     12 October 2007 6.0884% preference shares record date
     26 October 2007 Last date by which CREST entitlement statements and new ordinary share
                     certificates will be posted and shareholder accounts credited in respect of the
                     DRIP purchases for interim ordinary dividend 2007
     31 October 2007 9.25% & 9.75% preference shares quoted ex-dividend
     2 November 2007 9.25% & 9.75% preference shares record date
    13 November 2007 6.0884% preference shares dividend payment
    30 November 2007 9.25% & 9.75% preference shares dividend payment
    27 February 2008 2007 Preliminary Results Announcement




                                    Page 80


CONTACTS


Investor Relations                 Charles Wycks
                                   Director of Investor Relations
                                   (0131) 243 5509
                                   (020) 7905 9600
                                   charleswycks@hbosplc.com


                                   John Hope
                                   Director, Investor Relations
                                   (0131) 243 5508
                                   (020) 7905 9600
                                   johnhope@hbosplc.com


Press Office                       Shane O'Riordain
                                   General Manager, Group Communications
                                   (020) 7905 9600
                                   07770 544585 (mobile)
                                   shaneo'riordain@hbosplc.com

                                    Page 81




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            The company news service from the London Stock Exchange
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