Moody's affirms Lloyds TSB long-term rating at Aa3 stable, downgrades BFSR to C-
London, 03 November 2009 -- Moody's Investors Service affirmed the senior unsecured debt and  deposit ratings of Lloyds TSB Bank plc (Lloyds TSB) and Bank of Scotland  plc at Aa3 with a stable outlook, as well as the A1 senior unsecured  rating of the holding companies Lloyds Banking Group plc (Lloyds) and  HBOS plc, also with a stable outlook. The short-term  P-1 ratings of these entities were also affirmed. The Bank  Financial Strength Rating ("BFSR") of Lloyds TSB was downgraded  to C- (mapping to a baseline credit assessment -- BCA -  of Baa2) from C (BCA of A3), and the BFSR of Bank of Scotland was  downgraded to D+ (BCA of Baa3) from C- (BCA of Baa2).  The outlook on all BFSRs remains negative. 
  
  A provisional (P) Ba2 rating is to be assigned to the new LT2 Enhanced  Capital Notes ("ECNs") guaranteed by Lloyds TSB and a (P)Ba3  rating to the ECNs to be guaranteed by Lloyds Banking Group. A  final rating will be assigned upon receipt of final documents. 
  
  Elisabeth Rudman, Senior Credit Officer at Moody's and lead  analyst for Lloyds, said: "Following Lloyds' decision  to opt out of the government's Asset Protection Scheme, the  capital being raised should provide the group with a sufficient buffer  against the remaining expected losses. Nevertheless, Lloyds  is now more exposed towards the tail-risk of a potentially worse-than  expected asset quality deterioration, which is reflected in the  downgrade of the BFSR to C-. The Aa3 debt ratings of Lloyds  TSB remain unaffected as we assume an unchanged likelihood of support." 
  
  More detail is provided below on the ratings of the hybrid securities  of the group (including the correction of the rating of one instrument),  as well as rating actions on Bank of Scotland (Ireland). The government  backed ratings assigned to the debt instruments benefiting from a UK government  guarantee remain at Aaa. 
  
  
LLOYDS ANNOUNCEMENT 
  The rating action follows today's announcement that instead of participating  in the UK Government's Asset Protection Scheme as announced in March  2009, Lloyds will implement an alternative capital raising plan.  This plan includes a GBP13bn rights issue, and the exchange  of existing Lloyds' deferrable hybrid instruments into contingent  convertible instruments, called Enhanced Capital Notes (GBP6.0bn)  and into ordinary shares (GBP1.5bn). Of this amount  GBP20.5bn is fully underwritten by a consortium led by Bank  of America Merrill Lynch and UBS. 
  
  In addition, Lloyds has agreed in principle with the European Commission  that the State Aid Remedy will include the divestment of a GBP70bn  retail banking business with a 4.6% personal current account  market share and 19% of the Group's mortgage book,  as well as a 2 year prohibition on discretionary coupon payments on existing  hybrid instruments (excluding those issued by the insurance operations). 
  
  DOWNGRADE OF BFSR 
  The C BFSR previously assigned to Lloyds TSB was based on the assumption  that the bank would participate in the UK Government's Asset Protection  Scheme (APS) as laid out in March 2009. Today's downgrade  of the BFSR to C- (mapping to a BCA of Baa2) with a negative outlook  incorporates the updated capital raising plans and reflects Moody's  view that although the new capital raising plan has certain advantages,  in terms of providing permanent equity capital rather than lower-quality  government B shares, the opt-out from the APS exposes the  bank to greater tail risk in its loan and securities portfolios,  thereby negatively affecting the bank's intrinsic credit profile. 
  
  We note that the impairments taken in Q309 of GBP5.2bn represent  a slowdown in impairments compared to the GBP13.4bn impairments  reported (pro-forma) in H109. However, there is still  much uncertainty over the trajectory of the UK economy, corporate  insolvencies and unemployment. Our own assumptions for loan losses  in the UK have been set out in a Special Comment published in October  2009 entitled "Moody's Approach to Estimating UK Banks'  Credit Losses". Based on these assumptions, our loss  estimates indicate that Lloyds may continue to experience a further deterioration  in asset quality over the coming quarters, particularly in commercial  property exposures and higher risk mortgages. The substantially  higher losses under our stress scenario in the absence of the APS indicate  this higher tail risk, thereby putting more downward pressure on  the BFSR of Lloyds TSB. The APS, on the other hand,  would have provided greater protection against the tail risk. 
  
  The BFSR of Bank of Scotland has been downgraded from C- to D+,  reflecting the higher risk assets within the Bank of Scotland loan books.  Over the long term, as the Bank of Scotland becomes fully integrated  within Lloyds Banking Group and the assets that are outside the risk appetite  of the group are wound down, we would expect the BFSR of Bank of  Scotland to be equalized with that of Lloyds TSB. 
  
  AFFIRMATION OF SENIOR RATINGS 
  The affirmation of the Aa3 senior debt and deposit ratings reflects our  view that the group remains of high systemic importance in the UK financial  system. Despite the divestments resulting from the agreement with  the EC, as the largest retail bank in the UK, with leading  market shares in mortgages and savings, we expect Lloyds to remain  systemically important. Nevertheless, as Moody's has  noted previously, it is clear that over the medium term the intention  of the Tripartite Authorities is to put in place measures to enable the  failure of large, systemic banks to be resolved in a way that could  allow losses to be shared by all providers of wholesale funding.  When this materialises further, it could put downward pressure on  the long-term debt and deposit ratings on large UK banks,  including Lloyds Banking Group. 
  
  NEW RATING TO BE ASSIGNED TO ENHANCED CAPITAL NOTES 
  
  Moody's will assign a provisional (P) Ba2 rating to the Enhanced  Capital Notes (ECNs) to be guaranteed by Lloyds TSB Bank plc and a (P)  Ba3 to the ECNs guaranteed by Lloyds Banking Group plc. These instruments  are dated non-deferrable instruments, however, the  securities convert into a fixed number of ordinary shares if the bank's  Core Tier 1 ratio drops below 5%. The instruments can be  exchanged par-for-par for existing Tier 1 and Upper Tier  2 securities, and whereas many of the existing securities will be  likely to defer in line with EC rulings, we understand that the  new securities will not be subject to any forced deferral. 
  
  Moody's notes that Lloyds has indicated it will be managing its  Core Tier 1 ratios to remain above 7%, and therefore the  probability of conversion to equity is currently low. However,  the loss severity to investors in the event of conversion could be very  high due to the fixed conversion ratio, and this risk is reflected  in the rating assigned, which is three notches below the bank's  BCA (with an additional notch for the securities guaranteed by the group  to reflect structural subordination). 
  
  SUBORDINATED CAPITAL SECURITIES 
  
  Banking Entities 
  In line with the downgrade of the BFSR of Lloyds TSB to C- (mapping  to a BCA of Baa2) and the BFSR of Bank of Scotland to D+ (mapping  to a BCA of Baa3), the dated subordinated debt instruments of the  banking entities have been downgraded by 2 notches as outlined below. 
  
  The junior subordinated debt and preference shares of the banking entities  have already been rated on an expected loss basis, on the assumption  that any agreement with the EC on state aid remedies will result in the  omission of coupons on instruments that are deferrable. The ratings  of these instruments have not changed, but the outstanding reviews  on the junior subordinated debt and cumulative preference shares will  be concluded shortly following today's clarification as to which  instruments are to defer, and there may be downgrades of the instruments  remaining under review by 1 or more notches: 
  
  Lloyds TSB Bank: 
  Senior Subordinated Debt downgraded from Baa1 (negative outlook) to Baa3  (negative outlook) 
  Junior Subordinated Debt affirmed at Ba1 (rating remains under review  for possible downgrade) 
  Cumulative Preference Shares: affirmed at Ba2 (rating under review  for possible downgrade) 
  Non-cumulative Preference Shares: affirmed at B3 (stable  outlook) 
  
  Lloyds Banking Group: 
  Senior Subordinated Debt downgraded from Baa2 (negative outlook) to Ba1  (negative outlook) 
  Non-cumulative Preference Shares: affirmed at B3 (stable  outlook) 
  
  Bank of Scotland: 
  Senior Subordinated Debt downgraded from Baa1 (negative outlook) to Baa3  (negative outlook) 
  Junior Subordinated Debt affirmed at Ba1 (rating remains under review  for possible downgrade) 
  Cumulative Preference Shares: affirmed at Ba2 (rating under review  for possible downgrade) 
  Non-cumulative Preference Shares: affirmed at B3 (stable  outlook) 
  
  HBOS: 
  Senior Subordinated Debt downgraded from Baa2 (negative outlook) to Ba1  (negative outlook) 
  Junior Subordinated Debt affirmed at Ba1 (rating remains under review  for possible downgrade) 
  Non-cumulative Preference Shares: affirmed at B3 (stable  outlook) 
  
  
  Correction to rating of Lloyds TSB 4.385% Perpetual Capital  Securities and Bank of Scotland MTN programme 
  Moody's has corrected the rating of Lloyds TSB 4.385%  EUR750m step-up perpetual capital securities (ISIN XS0218638236)  from Baa3 to Ba2 (under review for possible downgrade). Although  the instrument had been identified in our database as a cumulative preference  share, due to an administrative error it had not been downgraded  with other cumulative preference shares in previous rating actions. 
  
  Moody's has also corrected the subordinated and junior subordinated  debt ratings assigned to Bank of Scotland's Global MTN Programme.  Due to an administrative error the ratings assigned were Baa2, rather  than Baa1 (subordinated rating) and Ba1 under review for possible downgrade  (junior subordinated rating) prior to today's rating action.  As a result of today's rating action those ratings move to Baa3  (subordinated rating) and Ba1 under review for possible downgrade (junior  subordinated rating). 
  
  Insurance operations 
  The review direction on the junior subordinated debts with full optional  deferral features issued by Scottish Widows plc (GBP 560m 5.125  per cent.) and Clerical Medical Finance (EUR 750m 4.25 per  cent.) -- both Ba1 - was changed to uncertain from  possible downgrade where they were placed last September 09, 2009.  The action reflects the EC's intention not to force coupon deferral on  these securities as a part of its approval of Lloyds' State-aid  package; nevertheless, Moody's expects that, given the  current restructuring situation of the bank, there is still a moderate  risk of coupon deferral on these securities. 
  
  The Baa2 junior subordinated debt (GBP200m 7 3/8 per cent.) rating  of Clerical Medical Finance plc and the Baa1 senior subordinated debt  (EUR 400m 6.45 per cent.) rating of Clerical Medical Finance  plc were placed on review for possible downgrade to reflect the deterioration  in LBG's stand-alone credit profile, as reflected in  the downgrade of the BFSR of Lloyds TSB and Bank of Scotland; the  ratings also reflect the limited ability for CMF to defer payments on  these two issues as coupon deferral is restricted to mandatory triggers  upon specified remote solvency level. For all the insurance instruments,  Moody's rating reviews will focus on the extent to which capital  at the insurance and banking operations is likely to be managed collectively  going forwards. 
  
  SCOTTISH WIDOWS AND CLERICAL MEDICAL FINANCE RATING ACTIONS 
  The review direction on the following ratings was changed to uncertain  from review for possible downgrade: 
  Scottish Widows: 
  Junior Subordinated Debt: Ba1 (review direction uncertain) -  GBP560m 5.125 per cent. Perpetual  
  Clerical Medical Finance: 
  Junior Subordinated Debt (guaranteed by Clerical Investment Group Ltd):  Ba1 (review direction uncertain) - €750m 4.25 per cent.  Perpetual 
  The following ratings were placed on review for possible downgrade: 
  Clerical Medical Finance: 
  Junior Subordinated Debt (guaranteed by Clerical Investment Group Ltd)  Baa2 (review for downgrade) - GBP200m 7 3/8 per cent. Undated  Subordinated Guaranteed Bonds 
  Senior Subordinated Debt (guaranteed by Clerical Investment Group Ltd)  Baa1 (review for downgrade) - EUR400m 6.45 per cent.  Due 2023 Subordinated Guaranteed Bonds 
  
  REVIEW OF BANK OF SCOTLAND (IRELAND) 
  The Baa1/Prime-2/D- ratings of Bank of Scotland (Ireland)  Limited, the group's Irish subsidiary, have been placed  on review for possible downgrade. The D- BFSR currently  assigned to Bank of Scotland (Ireland) was based on Moody's understanding  that the bank's parent would put in place a scheme whereby it was  to mirror the UK Government's Asset Protection Scheme, thereby  largely mitigating further downward pressure on the rating. These  pressures result from the uncertainties around the future of the weak  retail business, the bank's large single borrower concentrations  as well as its overall exposure to the Irish commercial real estate sector,  the very high reliance on the parent for funding and the broader risks  relating to the Irish economy. The review for possible downgrade  on the BFSR will therefore focus on how the group plans to mitigate the  risks within the Irish subsidiary without the protection that the APS  would have brought. 
    
  The review for possible downgrade of the Baa1/Prime-2 bank deposit  ratings will also focus on the longer-term strength of the franchise.  Although we expect support from Lloyds Banking Group to remain strong  the long-term viability of the franchise may be impaired further  by the withdrawal from the APS and therefore may lead to a reducing importance  of BOSI to Lloyds. 
  
  PREVIOUS RATING ACTIONS 
  The last rating action on the group was on 22 June 2009 when the senior  debt ratings of Lloyds TSB were affirmed at Aa3 and the BFSR was downgraded  to C and the last rating action on subordinated capital securities took  place on 9 September 2009, when the junior subordinated debt instruments  and cumulative preference shares were downgraded to Ba1/ Ba2 and left  under review for further possible downgrade. 
  
  The principal methodologies used in rating this issuer were "Bank  Financial Strength Ratings: Global Methodology" (February  2007) and "Incorporation of Joint-Default Analysis into Moody's  Bank Ratings: A Refined Methodology" (March 2007), which  can be found at 
OpenDNS in the Rating Methodologies  sub-directory under the Research & Ratings tab. Other  methodologies and factors that may have been considered in the process  of rating this issuer can also be found in the Rating Methodologies sub-directory  on Moody's website. 
  
  Downgrades: 
  ..Issuer: Bank of Scotland plc 
  ....Bank Financial Strength Rating,  Downgraded to D+ from C- 
  ....Multiple Seniority Medium-Term  Note Program, Downgraded to Baa3, Ba1 from Baa2, Baa2 
  ....Subordinate Regular Bond/Debenture,  Downgraded to Baa3 from Baa1 
  ..Issuer: HBOS plc 
  ....Multiple Seniority Medium-Term  Note Program, Downgraded to Ba1 from Baa2 
  ....Subordinate Regular Bond/Debenture,  Downgraded to Ba1 from Baa2 
  ..Issuer: Halifax plc 
  ....Subordinate Regular Bond/Debenture,  Downgraded to Baa3 from Baa1 
  ..Issuer: Leeds Permanent Building Society 
  ....Subordinate Regular Bond/Debenture,  Downgraded to Baa3 from Baa1 
  ..Issuer: Lloyds Banking Group plc 
  ....Subordinate Regular Bond/Debenture,  Downgraded to Ba1 from Baa2 
  ..Issuer: Lloyds TSB Bank Plc 
  ....Bank Financial Strength Rating,  Downgraded to C- from C 
  ....Preferred Stock Preferred Stock,  Downgraded to Ba2 from Baa3 
  ....Subordinate Regular Bond/Debenture,  Downgraded to Baa3 from Baa1 
  ..Issuer: Scotland International Finance No.  2 B.V. 
  ....Subordinate Regular Bond/Debenture,  Downgraded to Baa3 from Baa1 
  On Review for Possible Downgrade: 
  ..Issuer: Bank of Scotland (Ireland) Limited 
  ....Bank Financial Strength Rating,  Placed on Review for Possible Downgrade, currently D- 
  ....Deposit Rating, Placed on Review  for Possible Downgrade, currently P-2 
  ....Senior Unsecured Deposit Rating,  Placed on Review for Possible Downgrade, currently Baa1 
  ..Issuer: Clerical Medical Finance plc 
  ....Junior Subordinated Regular Bond/Debenture,  Placed on Review for Possible Downgrade, currently Baa2 
  ....Subordinate Regular Bond/Debenture,  Placed on Review for Possible Downgrade, currently Baa1 
  On Review Direction Uncertain: 
  ..Issuer: Clerical Medical Finance plc 
  ....Junior Subordinated Regular Bond/Debenture,  Placed on Review Direction Uncertain, currently Ba1 
  ..Issuer: Scottish Widows plc 
  ....Junior Subordinated Regular Bond/Debenture,  Placed on Review Direction Uncertain, currently Ba1 
  Outlook Actions: 
  ..Issuer: Bank of Scotland (Ireland) Limited 
  ....Outlook, Changed To Rating Under  Review From Negative 
  ..Issuer: Halifax plc 
  ....Outlook, Changed To Stable(m) From  Rating Under Review