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ANNUAL REPORT AND ACCOUNTS 2008

Notes to the consolidated financial statements

40 Subordinated liabilities

 

Note

 

2008
£m

 

2007
£m

Preferred securities

         

6.90% Perpetual Capital Securities (US$1,000 million)

d , g

 

756

 

471

Fixed/Floating Rate Non-Cumulative Callable Preference Shares callable 2015 (£600 million)

a , b

 

584

 

593

Fixed/Floating Rate Non-Cumulative Callable Preference Shares callable 2016 (US$1,000 million)

a , c

 

824

 

515

6% Non-cumulative Redeemable Preference Shares

o

 

 

Euro Step-up Non-Voting Non-Cumulative Preferred Securities callable 2012 (€430 million)

d , m

 

459

 

335

7.875% Perpetual Capital Securities (€500 million)

d , f , p

 

472

 

7.875% Perpetual Capital Securities (US$1,250 million)

d , f , p

 

921

 

6.35% Step-up Perpetual Capital Securities callable 2013 (€500 million)

d , f , k

 

512

 

365

Sterling Step-up Non-Voting Non-Cumulative Preferred Securities callable 2015 (£250 million)

d , n

 

248

 

248

4.385% Step-up Perpetual Capital Securities callable 2017 (€750 million)

d , f , k

 

720

 

504

     

5,496

 

3,031

Undated subordinated liabilities

         

Primary Capital Undated Floating Rate Notes:

d , e

       

Series 1 (US$750 million)

   

515

 

374

Series 2 (US$500 million)

   

343

 

249

Series 3 (US$600 million)

   

412

 

299

113/4% Perpetual Subordinated Bonds (£100 million)

   

100

 

100

55/8% Undated Subordinated Step-up Notes callable 2009 (€1,250 million)

d , k

 

1,212

 

915

Undated Step-up Floating Rate Notes callable 2009 (€150 million)

d , e

 

144

 

110

65/8% Undated Subordinated Step-up Notes callable 2010 (£410 million)

d , j

 

409

 

408

5.125% Step-up Perpetual Subordinated Notes callable 2015 (£560 million)

d , h

 

536

 

534

5.57% Undated Subordinated Step-up Coupon Notes callable 2015 (¥20,000 million)

d , l

 

189

 

111

5.125% Undated Subordinated Step-up Notes callable 2016 (£500 million)

d , j

 

455

 

449

61/2% Undated Subordinated Step-up Notes callable 2019 (£270 million)

d , j

 

241

 

238

8% Undated Subordinated Step-up Notes callable 2023 (£200 million)

d , j

 

186

 

188

61/2% Undated Subordinated Step-up Notes callable 2029 (£450 million)

d , j

 

444

 

444

6% Undated Subordinated Step-up Guaranteed Bonds callable 2032 (£500 million)

d , j

 

452

 

450

 

5,638

 

4,869

Dated subordinated liabilities

         

51/4% Subordinated Notes 2008 (DM 750 million)

   

 

281

105/8% Guaranteed Subordinated Loan Stock 2008 (£100 million)

i

 

 

100

91/2% Subordinated Bonds 2009 (£100 million)

   

100

 

100

61/4% Subordinated Notes 2010 (€400 million)

   

404

 

302

12% Guaranteed Subordinated Bonds 2011 (£100 million)

i

 

100

 

100

91/8% Subordinated Bonds 2011 (£150 million)

   

149

 

149

43/4% Subordinated Notes 2011 (€850 million)

   

836

 

609

57/8% Subordinated Guaranteed Bonds 2014 (€750 million)

   

821

 

591

57/8% Subordinated Notes 2014 (£150 million)

   

149

 

149

65/8% Subordinated Notes 2015 (£350 million)

   

320

 

316

Subordinated Step-up Floating Rate Notes 2016 callable 2011 (£300 million)

e

 

300

 

300

Subordinated Step-up Floating Rate Notes 2016 callable 2011 (€500 million)

e

 

480

 

371

Subordinated Fixed to Floating Rate Notes due 2018 callable 2013 (€1,000 million)

k , p

 

992

 

Subordinated Fixed to Floating Rate Notes due 2020 callable 2015 (£750 million)

k , p

 

754

 

Subordinated Floating Rate Notes 2020 (€100 million)

e

 

96

 

73

5.75% Subordinated Step-up Notes 2025 callable 2020 (£350 million)

   

309

 

305

95/8% Subordinated Bonds 2023 (£300 million)

   

312

 

312

     

6,122

 

4,058

Total subordinated liabilities

 

17,256

 

11,958

These liabilities will, in the event of the winding-up of the issuer, be subordinated to the claims of depositors and all other creditors of the issuer. The Group has not had any defaults of principal, interest or other breaches with respect to its subordinated liabilities during the period (2007: nil).

At 31 December 2008 £17,156 million (2007: £11,577 million) of subordinated liabilities had a contractual residual maturity of greater than one year.

a) Any repayment of preference shares would require prior notification to the Financial Services Authority. In certain circumstances, the shares may be mandatorily exchanged for qualifying non-innovative tier 1 securities. The Company may declare no dividend or a partial dividend on these preference shares. Dividends may be reduced if the distributable profits of the Company are insufficient to cover the payment in full of the dividends and also the payment in full of all other dividends on shares issued by the Company.

b) Dividends will accrue at a rate of 6.369 per cent per annum up to 24 August 2015, and, unless redeemed, at a rate reset quarterly equal to 1.28 per cent per annum above the London interbank offered rate for three-month sterling deposits thereafter. These preference shares can be redeemed at the option of the Company on 25 August 2015 or quarterly thereafter.

c) Dividends will accrue at a rate of 6.267 per cent per annum up to 13 November 2016 and, unless redeemed, at a rate reset quarterly equal to 1.035 per cent per annum above the London interbank offered rate for three-month sterling deposits thereafter. These preference shares can be redeemed at the option of the Company on 14 November 2016 or every 10 years thereafter.

d) In certain circumstances, these notes, bonds and securities would acquire the characteristics of preference share capital. Any repayments of undated subordinated liabilities would require prior notification to the Financial Services Authority. They are accounted for as liabilities since coupon payments are mandatory as a consequence of the terms of the 6 per cent Non-cumulative Redeemable Preference Shares.

e) These notes bear interest at rates fixed periodically in advance based on London interbank rates.

f) In certain circumstances the interest payments on these securities can be deferred although in this case neither Lloyds TSB Bank plc nor Lloyds Banking Group plc can declare or pay a dividend until payments have been resumed. In the event of a winding up of Lloyds TSB Bank plc, these securities will acquire the characteristics of preference shares.

g) In certain circumstances the interest payments on these securities can be deferred although in this case neither Lloyds TSB Bank plc nor Lloyds Banking Group plc can declare or pay a dividend until payments are resumed. Any deferred payments will be made good on redemption of the securities. The securities can be redeemed at par at the option of Lloyds TSB Bank plc on any coupon date.

h) In certain circumstances the interest payments on these securities can be deferred although in this case Scottish Widows plc cannot declare or pay a dividend until any deferred payments have been made.

i) Issued by a group undertaking under the Company's subordinated guarantee.

j) At the callable date the coupon on these notes will be reset by reference to the applicable five year benchmark gilt rate.

k) In the event that these notes are not redeemed at the callable date, the coupon will be reset to a floating rate.

l) In the event that these notes are not redeemed at the callable date, the coupon will be reset to a margin of 1.60 per cent over the five year Yen swap rate.

m) These securities constitute limited partnership interests in Lloyds TSB Capital 1 L.P., a Jersey limited partnership in which Lloyds TSB (General Partner) Limited, a wholly owned subsidiary, is the general partner. Non-cumulative income distributions accrue at a fixed rate of 7.375 per cent per annum up to 7 February 2012; thereafter they will accrue at a margin of 2.33 per cent over EURIBOR. This issue was made under the limited subordinated guarantee of Lloyds TSB Bank plc. In certain circumstances these preferred securities will be mandatorily exchanged for preference shares in Lloyds Banking Group plc. Lloyds Banking Group plc has entered into an agreement whereby dividends may only be paid on its ordinary shares if sufficient distributable profits are available for distributions due in the financial year on these preferred securities.

n) These securities constitute limited partnership interests in Lloyds TSB Capital 2 L.P., a Jersey limited partnership in which Lloyds TSB (General Partner) Limited, a wholly owned subsidiary, is the general partner. Non-cumulative income distributions accrue at a fixed rate of 7.834 per cent per annum up to 7 February 2015; thereafter they will accrue at a margin of 3.50 per cent over a rate based on the yield of specified UK Government stock. This issue was made under the limited subordinated guarantee of Lloyds TSB Bank plc. In certain circumstances these preferred securities will be mandatorily exchanged for preference shares in Lloyds Banking Group plc. Lloyds Banking Group plc has entered into an agreement whereby dividends may only be paid on its ordinary shares if sufficient distributable profits are available for distributions due in the financial year on these preferred securities.

o) Since 2004, the Company has had in issue 400 6 per cent non-cumulative preference shares of 25p each. The shares, which are redeemable at the option of the Company at any time, carry the rights to a fixed rate non-cumulative preferential dividend of 6 per cent per annum; no dividend shall be payable in the event that the directors determine that prudent capital ratios would not be maintained if the dividend were paid. Upon winding up, the shares rank equally with any other preference shares issued by the Company.

p) Issued during 2008 to finance the general business of the Group.

Changes in the issued preference share capital of the Group during January 2009 are discussed in note 52.

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