Obligation HBoS plc 6% ( US4041A3AG79 ) en USD

Société émettrice HBoS plc
Prix sur le marché refresh price now   101.277 %  ▲ 
Pays  Royaume-Uni
Code ISIN  US4041A3AG79 ( en USD )
Coupon 6% par an ( paiement semestriel )
Echéance 31/10/2033



Prospectus brochure de l'obligation HBOS PLC US4041A3AG79 en USD 6%, échéance 31/10/2033


Montant Minimal 1 000 USD
Montant de l'émission 750 000 000 USD
Cusip 4041A3AG7
Notation Standard & Poor's ( S&P ) BBB- ( Qualité moyenne inférieure )
Notation Moody's Baa1 ( Qualité moyenne inférieure )
Prochain Coupon 01/11/2025 ( Dans 155 jours )
Description détaillée HBOS PLC est la société mère de Halifax, Bank of Scotland et autres marques bancaires, offrant une gamme de services financiers aux particuliers et aux entreprises au Royaume-Uni et à l'international.

L'Obligation émise par HBoS plc ( Royaume-Uni ) , en USD, avec le code ISIN US4041A3AG79, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2033

L'Obligation émise par HBoS plc ( Royaume-Uni ) , en USD, avec le code ISIN US4041A3AG79, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par HBoS plc ( Royaume-Uni ) , en USD, avec le code ISIN US4041A3AG79, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







the
OFFERING MEMORANDUM SUPPLEMENT
or
(To Offering Memorandum dated April 30, 2003)
sell
to
er
off
an
$750,000,000
nstitute
co
not
HBOS plc
shall
as Issuer
tted.
6.00% SUBORDINATED NOTES DUE 2033
pplement
permi
Su
t
no
Interest payable on May 1 and November 1 of each year
is
The Notes (as de®ned herein) will be issued by HBOS plc (the ``Issuer''). In the event that payments in respect of the
Notes become subject to certain taxation, the Issuer may be entitled to redeem the Notes as set forth in the
orandum
sale
or
accompanying Offering Memorandum. Otherwise, the Notes are not redeemable prior to the Final Maturity Date (as
Mem
de®ned herein). Pursuant to the requirements of the Financial Services Authority relating to Tier 2 Capital as at the
date of this Offering Memorandum Supplement (i) a Holder's rights and remedies (including the right to accelerate)
ation
upon a default are limited and (ii) any optional tax redemption of Notes would require the prior consent of the
fering
Financial Services Authority. See ``Description of Notes ± Events of Default; Defaults; Limited Right of Acceleration''
Of
solicit
below and ``Description of the Notes and Guarantee ± Optional Tax Redemption'' in the accompanying Offering
Memorandum.
offer,
References herein to the ``Offering Memorandum Supplement'' are to this document (including Appendix A) together
such
with the Offering Memorandum dated April 30, 2003 (the ``Offering Memorandum''). This document should be read
Preliminary
and construed together with the Offering Memorandum. This document supplements, and in certain places modi®es and
supersedes, the information contained in the Offering Memorandum.
This
which
.
in
Application has been made by the Issuer to the United Kingdom Financial Services Authority in its capacity as
competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the ``UK Listing
on
notice
Authority'') for the Notes to be admitted to the Of®cial List of the UK Listing Authority (the ``Of®cial List'') and to
dicti
the London Stock Exchange plc (the ``London Stock Exchange'') for the Notes to be admitted to trading by the
London Stock Exchange which together will constitute of®cial listing on the London Stock Exchange. A copy of the
ithout
juris
Offering Memorandum Supplement which comprises listing particulars (the ``Listing Particulars'') issued in compliance
w
any
with the listing rules made under Part VI of the Financial Services and Markets Act 2000 (the ``FSMA''), has been
in
delivered to the Registrar of Companies in Scotland for registration in accordance with Section 83 of the FSMA.
dment
EACH PURCHASER OF THE NOTES OFFERED HEREBY IN MAKING ITS PURCHASE WILL BE DEEMED
amen
TO HAVE MADE CERTAIN ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET
securities
or
e
FORTH ON THE INSIDE FRONT COVER OF THE OFFERING MEMORANDUM.
thes
of
ISSUE PRICE 98.807% PLUS ACCRUED INTEREST, IF ANY
Interest on the Notes will accrue from October 30, 2003.
completion
sale
any
ange,
There is currently no public market for the Notes. The Notes have not been and will not be registered under the U.S.
be
ch
Securities Act of 1933 (the ``Securities Act'') or the securities laws of any other jurisdiction. The Notes may be offered
only in transactions that are exempt from registration under the U.S. Securities Act or the securities laws of any other
tot there
jurisdiction. Accordingly, the Issuer is offering the Notes only to quali®ed institutional buyers, in accordance with Rule
144A under the Securities Act (``Rule 144A''), and to certain accredited investors pursuant to Section 4(2) of the
shall
subjec
Securities Act and Regulation D promulgated thereunder (``Regulation D''), and to non-U.S. persons outside the United
is
States in compliance with Regulation S under the Securities Act (``Regulation S'').
nor
buy
The Initial Purchasers (as de®ned herein) are offering the Notes subject to various conditions. It is expected that
herein
to
delivery of the Notes will be made on or about October 30, 2003 (the ``Closing Date''), which will be the sixth Business
ed
er
Day following the pricing of the Notes.
off
an
contain
Joint Bookrunning Lead Managers
of
ation
Lehman Brothers
Merrill Lynch & Co.
Morgan Stanley
Inform
solicitation
The date of this Offering Memorandum Supplement is October 24, 2003


IN CONNECTION WITH THE ISSUE AND DISTRIBUTION OF THE NOTES, LEHMAN
BROTHERS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND
MORGAN STANLEY & CO. INCORPORATED OR THEIR RESPECTIVE AGENTS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL FOR A LIMITED PERIOD. IN ANY JURISDICTION WHERE THERE
CAN BE ONLY ONE STABILIZING AGENT, LEHMAN BROTHERS INTERNATIONAL
(EUROPE) OR ITS AGENTS SHALL EFFECT ANY SUCH TRANSACTION. HOWEVER,
NONE OF THE TRANSACTIONS DESCRIBED IN THIS PARAGRAPH ARE REQUIRED
AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
THIS DOCUMENT TOGETHER WITH THE OFFERING MEMORANDUM COMPRISES
LISTING PARTICULARS ISSUED IN COMPLIANCE WITH THE LISTING RULES MADE BY
THE UK LISTING AUTHORITY UNDER PART VI OF THE FSMA FOR THE PURPOSE OF
GIVING INFORMATION WITH REGARD TO THE ISSUER AND THE NOTES.
ANY REFERENCE IN THIS DOCUMENT TO LISTING PARTICULARS MEANS THIS
DOCUMENT
AND
ALL
ITS
APPENDICES
TOGETHER
WITH
THE
OFFERING
MEMORANDUM EXCLUDING ALL INFORMATION INCORPORATED BY REFERENCE.
THE
ISSUER
HAS
CONFIRMED
THAT
ANY
INFORMATION
INCORPORATED
BY
REFERENCE, INCLUDING ANY SUCH INFORMATION TO WHICH READERS OF THE
LISTING PARTICULARS ARE EXPRESSLY REFERRED, HAS NOT BEEN AND DOES NOT
NEED
TO
BE
INCLUDED
IN
THE
LISTING
PARTICULARS
TO
SATISFY
THE
REQUIREMENTS OF THE FSMA OR THE LISTING RULES MADE UNDER SECTION 74
OF THE FSMA BY THE UK LISTING AUTHORITY. THE ISSUER BELIEVES THAT NONE
OF
THE
INFORMATION
INCORPORATED
IN
THE
LISTING
PARTICULARS
BY
REFERENCE CONFLICTS IN ANY MATERIAL RESPECT WITH THE INFORMATION
INCLUDED IN THE LISTING PARTICULARS.
THE ISSUER ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THE
LISTING PARTICULARS. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE
ISSUER (WHO HAS TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE
CASE)
THE
INFORMATION
CONTAINED
IN
THE
LISTING
PARTICULARS
IS
IN
ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO
AFFECT THE IMPORT OF SUCH INFORMATION.
Neither the delivery of this Offering Memorandum Supplement nor any pricing supplement nor the
offering, sale or delivery of any Notes shall, in any circumstances, create any implication that there
has been no adverse change in the ®nancial situation of the Issuer since the date of this document.
The distribution of this Offering Memorandum Supplement and any pricing supplement and the
offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Offering Memorandum Supplement or any pricing supplement comes are
required by the Issuer to inform themselves about and to observe any such restrictions.
Neither this Offering Memorandum Supplement nor any pricing supplement may be used for the
purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is
not authorized or to any person to whom it is unlawful to make such offer or solicitation.
The Issuer has not authorized any offer of the Notes to the public in the U.K. within the meaning of
the Public Offers of Securities Regulations 1995 (as amended) (the ``POS Regulations''). The Notes
may not lawfully be offered or sold to persons in the U.K. except in circumstances which do not
result in an offer to the public in the U.K. within the meaning of the POS Regulations or otherwise
in compliance with all applicable provisions of the POS Regulations.
Neither this Offering Memorandum Supplement nor any pricing supplement constitutes an offer or an
invitation to subscribe for or purchase any Notes and should not be considered as a recommendation
by the Issuer that any recipient of this Offering Memorandum Supplement or any pricing supplement
S-2


should subscribe for or purchase any Notes. Each recipient shall be taken to have made its own
investigation and appraisal of the ®nancial condition of the Issuer.
Each person receiving this Offering Memorandum Supplement acknowledges that (i) such person has
been afforded an opportunity to request from the Issuer, and to review, and has received, all
additional information considered by it to be necessary to verify the accuracy and completeness of the
information contained herein, and (ii) no person has been authorized to give any information or to
make any representation concerning the Issuer or the Notes other than those contained herein and, if
given or made, such information or representation should not be relied upon as having been
authorized by the Issuer.
S-3


RECENT DEVELOPMENTS
On May 9, 2003, the Issuer announced that it had made a proposal to the Board of Bank of Western
Australia Ltd (``BankWest'') in which it currently holds the majority interest of 57%. Under the
proposal the Issuer's Australian subsidiary, Scottish Western Australia Holdings Pty Ltd, would
acquire all the outstanding shares it does not already control and all options would be cancelled
through two Schemes of Arrangement.
The Federal Court of Australia made orders approving the Schemes of Arrangement on August 26,
2003 which had previously been approved by BankWest's minority shareholders and option holders at
Scheme Meetings held on August 18, 2003. The Schemes of Arrangement became unconditional
following lodgment of the Court orders with the Australian Securities and Investments Commission.
The consideration of A$4.25 per share for all shares not held by the Issuer and the cash payment for
cancellation of options, a total consideration of approximately A$1.05 billion (approximately £434
million, based on current exchange rates) was paid from the Issuer's existing capital resources on
September 10, 2003 when the transaction completed.
On 3rd October, 2003 Gordon McQueen, a director of the Issuer and of the Governor and Company
of the Bank of Scotland and Chairman and Chief Executive of HBOS Treasury Services plc
(``Treasury Services''), announced his intention to retire at the end of the year from these positions.
He will be succeeded as Chief Executive of Treasury Services by Lindsay Mackay, currently Head of
Treasury of Treasury Services.
S-4


CAPITALIZATION AND INDEBTEDNESS
The following table and notes thereto show the unaudited capitalization and indebtedness of the Issuer
and its subsidiaries (the ``HBOS Group'') as at the date set forth below.
As at June
30, 2003
(£ millions)
Authorized capital
91/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each)
375
PPPPPPPPPPPPPPPPPPP
93/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each)
125
PPPPPPPPPPPPPPPPPPP
6.125% Non-Cumulative Redeemable Preference Shares (of £1 each)
200
PPPPPPPPPPPPPPPPPP
Sterling Preference Shares (of £1 each)
2,000
PPPPPPPPPPPPPPPPPPPPPPP PPPPPPPPPPPPPPPPPPPPP
8.117% Non-Cumulative Perpetual Preference Shares Class A (of £10 each)
3
PPPPPPPPPPPP
7.754% Non-Cumulative Perpetual Preference Shares Class B (of £10 each)
1
PPPPPPPPPPPP
Ordinary Shares (of 25p each)
1,185
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
3,889
As at June
30, 2003
(e millions)
Euro Preference Shares
1,500
PPPPPPPP PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
1,500
As at June
30, 2003
(US$ millions)
US$ Preference Shares
2,500
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
2,500
As at June
30, 2003
(£ millions)
Issued Capital
91/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each, fully paid)
300
PPPPPPPPP
93/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each, fully paid)
100
PPPPPPPPP
Ordinary Shares (of 25p each, fully paid)
959
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Reserves
13,495
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Shareholders' Funds (including non-equity interests)
14,854
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Minority Interests ± Equity
461
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Minority and Other Interests ± Non Equity(1)
2,350
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
2,811
Subordinated loan capital(2)
± Undated(3)
4,048
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
± Dated(4)
7,427
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Total Capital Resources
29,140
PPPPPPPP PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
S-5


As at June
30, 2003
(£ millions)
Other Borrowings(5)
Deposits by banks
41,712
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Customer accounts
161,333
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Debt securities in issue
91,817
PPPPPPPP PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Total Indebtedness
294,862
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
Total Capitalization and Indebtedness(6)
324,002
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
(1)
The Minority and Other Interests ± Non Equity were comprised as follows:
As at June
30, 2003
(£ millions)
US$1 billion Preferred Securities(i)
641
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£600 million Preferred Securities(i)
600
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£250 million Preferred Securities(ii)
250
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£150 million Preferred Securities(ii)
150
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£245 million Preferred Securities(i)
245
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
e415 million Preferred Securities(i)
289
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£198 million non-cumulative preference shares
198
PPPPPPPPPPPPPPPP PPPPPPPPPPPPPPPPPPPPP
Unamortized Premiums, Discounts and Issue Costs
(23)
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
2,350
(i)
The Issuer provides a subordinated guarantee in respect of each of the issue of US$1 billion 6.85% Guaranteed Non-voting Non-
cumulative Perpetual Preferred Securities issued by HBOS Capital Funding No. 1 L.P., the issue of £600,000,000 6.461%
Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities issued by HBOS Capital Funding L.P., the issue of
£245,000,000 7.881% Guaranteed Non-voting, Non-cumulative, Preferred Securities issued by HBOS Sterling Finance (Jersey)
L.P. and the issue of e415,000,000 Fixed to Floating Guaranteed Non-voting, Non-cumulative, Preferred Securities issued by
HBOS Euro Finance (Jersey) L.P.
(ii) The Governor and Company of the Bank of Scotland (``Bank of Scotland'') has provided a subordinated guarantee in respect of
each of the issues of £250,000,000 8.117% Non-cumulative Perpetual Preferred Securities Class A and £150,000,000 7.754% Non-
cumulative Perpetual Preferred Securities Class B by Bank of Scotland Capital Funding L.P. All other non-equity minority
interests are unguaranteed.
(2)
All loan capital issued by the HBOS Group, as detailed in the tables below, has been issued on an
unsecured basis. Unless otherwise stated, issues of loan capital are unguaranteed.
S-6


(3)
The Subordinated Undated Loan Capital was comprised as follows:
As at June
30, 2003
(£ millions)
e500 million Fixed to Floating Rate Undated Subordinated Notes
348
PPPPPPPPPPPPPPPPPPP
£150 million 7.286% Series A Perpetual Regulatory Tier 1 Securities
150
PPPPPPPPPPPPPPPPPP
£150 million 7.281% Series B Perpetual Regulatory Tier 1 Securities
150
PPPPPPPPPPPPPPPPPP
£300 million 7.5% Undated Subordinated Step-Up Notes
300
PPPPPPPPPPPPPPPPPPPPPPPPPPP
JPY 42.5 billion 3.50% Undated Subordinated Yen Step-Up Notes
214
PPPPPPPPPPPPPPPPPPP
US$300 million Reset Notes
182
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£200 million Perpetual Notes
200
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£200 million 7.375% Undated Subordinated Guaranteed Bonds(i)
200
PPPPPPPPPPPPPPPPPPPPP
e300 million Floating Rate Undated Subordinated Step-Up Notes
209
PPPPPPPPPPPPPPPPPPP
US$250 million Floating Rate Primary Capital Notes
151
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£150 million Instruments
150
PPPPPPP PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£150 million Instruments
150
PPPPPPP PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
JPY 17 billion Instruments
97
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£100 million Instruments
100
PPPPPPP PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£100 million 12% Perpetual Subordinated Bonds
100
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£100 million 8.75% Perpetual Subordinated Bonds
100
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£75 million 13.625% Perpetual Subordinated Bonds
75
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
JPY 9 billion Instruments
46
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£50 million 9.375% Perpetual Subordinated Bonds
50
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£500 million 5.75% Undated Subordinated Step-up Note
500
PPPPPPP PPPPPPPPPPPPPPPPPPPPP
£600 million 5.75% Undated Subordinated Step up Notes
600
PPPPPPPPPPPPPPPPPPPPPPPPPPP
Unamortized Premiums, Discounts and Issue Costs
(24)
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
4,048
(i)
Clerical Medical Investment Group (Holdings) Limited (``CMIG'') (a wholly owned subsidiary of the Issuer) has provided a
subordinated guarantee to Clerical Medical Finance plc (``CMF'') (a wholly owned subsidiary of CMIG) in relation to the issue by
CMF of £200 million 7.375% Undated Subordinated Guaranteed Bonds.
S-7


(4)
The Subordinated Dated Loan Capital was comprised as follows:
As at June
30, 2003
(£ millions)
US$300 million 8.80% Notes 2004(i)
182
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£400 million 8.75% Subordinated Notes 2006
400
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
US$150 million 8.85% Notes 2006(i)
91
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£75 million 9.125% Subordinated Notes 2006
75
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£60 million 9.00% Instruments 2006
60
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
e650 million 4.75% Subordinated Bonds 2009
452
PPPPPPPPPPPPPPPP PPPPPPPPPPPPPPPPPPPPP
US$500 million Floating Rate Subordinated Step-up Callable Notes 2009
303
PPPPPPPPPPPPP
e500 million 5.50% Instruments 2009
348
PPPPPPPPPPPPPPPPPPPPPPPP PPPPPPPPPPPPPPPPPPPPP
£75 million Floating Rate Subordinated Notes 2009
75
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
US$500 million Notes 2010(i)
303
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£75 million Floating Rate Instruments 2010
75
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
US$150 million Notes 2011(i)
91
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
e million Floating Rate Notes 2011
5
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
e750 million Subordinated Fixed Rate Notes 2012
522
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
US$450 million Subordinated Floating Rate Notes 2012
272
PPPPPPP PPPPPPPPPPPPPPPPPPPPP
£200 million Floating Rate Step-up Callable Subordinated Notes 2012
200
PPPPPPPPPPPPPPPP
e12.8 million 6.25% Instruments 2012
9
PPPPPPPPPPPPPPPPPPPPPPP PPPPPPPPPPPPPPPPPPPPP
A$75 million Callable Notes 2012
31
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
e1,000 million Subordinated Callable Fixed/Floating Rate Instruments 2013
696
PPPPPPPPPP
e325 million 6.125% Notes 2013
226
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
US$1 billion Subordinated Guaranteed Notes 2013 (ii)
605
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
JPY 60 billion 0.55% Subordinated Callable Notes 2013
307
PPPPPPPP PPPPPPPPPPPPPPPPPPPPP
£250 million 11% Subordinated Bonds 2014
250
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
e1 billion 4.875% Subordinated Notes 2015
696
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£150 million 10.5% Subordinated Bonds 2018
150
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
£250 million 6.375% Instruments 2019
250
PPPPPPPPPPPPPPPPPPPPPPP PPPPPPPPPPPPPPPPPPPPP
£500 million 9.375% Subordinated Bonds 2021
500
PPPPPPPPPPPPPPPP PPPPPPPPPPPPPPPPPPPPP
e400 million 6.45% Fixed/Floating Subordinated Guaranteed Bonds 2023(iii)
278
PPPPPPPPPPP
Unamortized Premiums, Discounts and Issue Costs
(25)
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
7,427
(i)
These notes, the proceeds of which are on-lent to Bank of Scotland are liabilities of Scotland International Finance No. 2 B.V.
(``SIF No. 2'') a wholly owned subsidiary undertaking of Bank of Scotland, and are guaranteed by Bank of Scotland on a
subordinated basis.
(ii) These notes, the proceeds of which are on-lent to the Issuer, are liabilities of SIF No. 2, a wholly owned subsidiary undertaking of
Bank of Scotland, and are guaranteed on a subordinated basis jointly and severally by the Issuer and Bank of Scotland.
(iii) CMIG has provided a subordinated guarantee to CMF in relation to the issue by CMF of 6.45% Fixed/Floating Subordinated
Guaranteed Bonds 2023.
(5)
As indicated in the table on page S-6, as at June 30, 2003, the HBOS Group had other borrowings of
£294,862 million (including deposits by banks of £41,712 million, customer accounts of £161,333
million and debt securities in issue of £91,817 million). Save for £295 million of the HBOS Group's
debt securities in issue which are unguaranteed but secured on advances to customers and certain
other assets of the HBOS Group and £10,830 million of the HBOS Group's debt securities in issue
which are unguaranteed but secured on asset backed securities of the HBOS Group, none of the other
borrowings listed is secured or guaranteed. As at June 30, 2003, the HBOS Group had contingent
liabilities (including guarantees) of £3,255 million. No account has been taken of intra-HBOS Group
guarantees.
S-8


(6)
Since June 30, 2003 there have been no material changes in the HBOS Group's capitalization,
indebtedness, contingent liabilities or guarantees, save for the issue by the Issuer of e750,000,000
Undated Subordinated Fixed to Floating Rate Notes on 14 October 2003.
S-9


DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby supplements, and in certain
places modi®es and supersedes, the description of the general terms and provisions of the Notes set forth
in the accompanying Offering Memorandum, to which description reference is hereby made. Capitalized
terms not de®ned herein have the meanings assigned to such terms in the accompanying Offering
Memorandum. The section references used below refer to the Amended and Restated Indenture dated as
of April 30, 2003, as amended, supplemented or otherwise modi®ed and in effect from time to time
among the Issuer, Bank of Scotland, SIF No. 2 and The Bank of New York as Trustee and as
amended, supplemented and modi®ed by the Supplemental Indenture to be dated October 30, 2003
between the Issuer and Bank of New York as Trustee (the ``Indenture''). The following summaries of
the Indenture do not purport to be complete and are quali®ed in their entirety by reference to all the
provisions of the Indenture.
General
The Notes will be designated as the Issuer's 6.00% Subordinated Notes due 2033 (the ``Notes'') and
will bear interest from October 30, 2003, payable semi-annually in arrears, on each May 1 and
November 1, beginning May 1, 2004, to the persons in whose names the Notes are registered at the
close of business on April 15 or October 15, as the case may be, next preceding such May 1 or
November 1. The ®rst payment on May 1, 2004 will be a long ®rst coupon of 181 days. The Notes
will mature on November 1, 2033 (the ``Final Maturity Date'') and be redeemed at par. The Notes
are not redeemable prior to the Final Maturity Date by the Issuer, except in the event that the Notes
become subject to certain taxation in which case the Issuer may be entitled to redeem the Notes as
set forth under ``Description of the Notes and the Guarantees ± Optional Tax Redemption'' in the
accompanying Offering Memorandum. The Notes will be issued under the Indenture. The place of
payment for the Notes shall be The City of New York and payments in respect of the Notes shall be
made on days which are Business Days in New York.
The Notes will constitute unsecured and subordinated debt obligations of the Issuer. By purchasing
Notes, each Holder of Notes is deemed to acknowledge that its claims against the Issuer under the
Notes are subordinated to the claims of Senior Creditors of the Issuer. See ``Subordination'' below.
The Notes will be sold in denominations of $1,000 and integral multiples of $l,000 in excess thereof
(or, in the case of any sale to an ``accredited investor'' as de®ned in Regulation D promulgated under
the Securities Act, in minimum amounts of $250,000 and integral multiples of $1,000 in excess
thereof). See ``Description of the Notes and the Guarantees ± General'' in the accompanying Offering
Memorandum.
Additional Notes may be issued with the same terms as the Notes offered hereby without the consent
of any Holder, which will be consolidated and form one series with the Notes previously offered
hereby).
The Notes sold to quali®ed institutional buyers (``QIBs'') in reliance on Rule 144A, will initially be
represented by interests in one or more global notes in registered form (the ``Rule 144A Global
Notes''). The Notes sold to investors in reliance on Regulation S under the Securities Act will initially
be represented by interests in one or more global notes in registered form (the ``Regulation S Global
Notes'' and, together with the Rule 144A Global Notes, the ``Global Notes''). On the Closing Date,
the Global Notes will be deposited with the Trustee as custodian for DTC, in New York, and
registered in the name of DTC or its nominee, in each case for credit to an account of a direct or
indirect participant in DTC as described below. Bene®cial interests in the Rule 144A Global Notes
may not be exchanged for bene®cial interests in the Regulation S Global Notes at any time except in
the limited circumstances described in the accompanying Offering Memorandum. See ``Description of
the Notes and the Guarantees ± Depositary Procedures ± Exchange Among the Global Notes'' in the
accompanying Offering Memorandum.
Notes sold to ``accredited investors'' as de®ned in Regulation D promulgated under the Securities
Act, if any, will be represented by Notes in de®nitive form.
The Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or
to a successor of DTC or its nominee. Bene®cial interests in the Global Notes may not be exchanged
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