UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
 
FORM 20-F
(Mark One)
 
 o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
 
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
 
Commission file number: 001-10306
 
THE ROYAL BANK OF SCOTLAND GROUP plc
 (Exact name of Registrant as specified in its charter)
 
United Kingdom
(Jurisdiction of incorporation)
 
RBS Gogarburn, PO Box 1000, Edinburgh EH12 1HQ, United Kingdom
(Address of principal executive offices)
 
Aileen Taylor, Group Secretary, Tel: +44 (0) 131 626 4099, Fax: +44 (0) 131 626 3081
 
PO Box 1000, Gogarburn, Edinburgh EH12 1HQ
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
American Depositary Shares, each representing 2 ordinary shares, nominal value £1 per share
Ordinary shares, nominal value £1 per share
American Depositary Shares Series F, H, L, M, N, P, Q, R, S, T and U each representing one Non-Cumulative Dollar Preference Share, Series F, H, L, M, N, P, Q, R, S, T and U respectively
Senior Floating Rate Notes due 2013
3.400% Senior Notes due 2013
3.250% Senior Notes due 2014
3.950% Senior Notes due 2015
4.875% Senior Notes due 2015
4.375% Senior Notes due 2016
5.625% Senior Notes due 2020
6.125% Senior Notes due 2021
6.125% Subordinated Tier 2 Notes due 2022
2.550% Senior Notes due 2015
Structured HybrId Equity LinkeD Securities (SHIELDS) due January 16, 2014  linked to the S&P 500 Index
Leveraged CPI Linked Securities due January 13, 2020
RBS US Large Cap TrendpilotTM Exchange Traded Notes due December 7, 2040
RBS US Mid Cap TrendpilotTM Exchange Traded Notes due January 25, 2041
RBS Gold TrendpilotTM Exchange Traded Notes due February 15, 2041
RBS Oil TrendpilotTM Exchange Traded Notes due September 13, 2041
RBS Global Big Pharma Exchange Traded Notes due October 25, 2041
RBS NASDAQ-100® TrendpilotTM Exchange Traded Notes due December 13, 2041
RBS China TrendpilotTM Exchange Traded Notes due April 18, 2042
RBS US Large Cap Alternator Exchange Traded NotesTM due September 5, 2042
RBS Rogers Enhanced Commodity Index Exchange Traded Notes due October 29, 2042
RBS Rogers Enhanced Agriculture Exchange Traded Notes due October 29, 2042
RBS Rogers Enhanced Energy Exchange Traded Notes due October 29, 2042
RBS Rogers Enhanced Precious Metals Exchange Traded Notes due October 29, 2042
RBS Rogers Enhanced Industrial Metals Exchange Traded Notes due October 29, 2042
New York Stock Exchange
New York Stock Exchange*
 
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
NYSE MKT
NYSE MKT
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
NYSE Arca
______________________________________
* Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission.
 
 
 

 
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
None
_______________
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
None
_______________
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2012, the close of the period covered by the annual report:
 
(Title of each class)
(Number of outstanding shares)
Ordinary shares of £1 each
B Shares
Dividend Access Share
11% cumulative preference shares
5½% cumulative preference shares
Non-cumulative dollar preference shares, Series F, H and L to U
Non-cumulative convertible dollar preference shares, Series 1
Non-cumulative euro preference shares, Series 1 to 3
Non-cumulative convertible sterling preference shares, Series 1
Non-cumulative sterling preference shares, Series 1
6,070,765,155
51,000,000,000
1
500,000
400,000
209,609,154
64,772
2,044,418
14,866
54,442

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
x  Yes o  No
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
o  Yes x  No
 
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
x  Yes o  No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
o  Yes o  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  x
Accelerated filer  o
 Non-Accelerated filer  o
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
o  U.S. GAAP
 
x  International Financial Reporting Standards as issued by the International Accounting Standards Board
 
o  Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
o  Item 17 o  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
o  Yes x  No
 
 


 
 
 
 
 

 
 

SEC Form 20-F cross reference guide

Item
Item Caption
Pages
     
PART I
   
1
Identity of Directors, Senior Management, Advisers
Not applicable
     
2
Offer Statistics and Expected Timetable
Not applicable
     
3
Key Information
 
 
Selected financial data
9-10, 401-404, 443-444, 453, 477-479
 
Capitalisation and indebtedness
Not applicable
 
Reasons for the offer and use of proceeds
Not applicable
 
Risk factors
8, 459-471
     
4
Information on the Company
14-18, 63, 96-243, 375-376, 379-380, 384-386, 443-453
 
History and development of the Company
2-3, 5-7, 305-307, 387-389, 414, 456, 492, 505
 
Business overview
5-8, 26-58, 244-248, 305-307, 424-431, 454-457
 
Organisational structure
5-6, 424
 
Property, plant and equipment
384-386, 456
     
4A
Unresolved Staff Comments
Not applicable
     
5
Operating and Financial Review and Prospects
 
 
Operating results
7, 9-63, 244-246, 377-378, 454-455
 
Liquidity and capital resources
62-63, 87-115, 348-375, 377-380, 384-386, 394-399, 401-403, 414, 422-423, 452
 
Research and development, patents, licences etc
Not applicable
 
Trend information
5-7, 459-471
 
Off balance sheet arrangements
409-410, 413-414
 
Contractual obligations
97-111, 405-408
     
6
Directors, Senior Management and Employees
 
 
Directors and senior management
257-260
 
Compensation
279-301, 335-345, 432
 
Board practices
262-274, 279-280, 289-290, 309
 
Employees
28, 306, 335-337
 
Share ownership
297-299
     
7
Major Shareholders and Related Party Transactions
 
 
Major shareholders
309, 456
 
Related party transactions
433-434
 
Interests of experts and counsel
Not applicable
     
8
Financial Information
 
 
Consolidated statements and other financial information
305, 311-441, 479
 
Significant changes
6, 434

 
i

 
 
Item
Item Caption
Pages
     
9
The Offer and Listing
 
 
Offer and listing details
477-478
 
Plan of distribution
Not applicable
 
Markets
476
 
Selling shareholders
Not applicable
 
Dilution
Not applicable
 
Expenses of the issue
Not applicable
     
10
Additional Information
 
 
Share capital
Not applicable
 
Memorandum and articles of association
484-492
 
Material contracts
456-457
 
Exchange controls
484
 
Taxation
480-483
 
Dividends and paying agents
Not applicable
 
Statement of experts
Not applicable
 
Documents on display
492
 
Subsidiary information
Not applicable
     
11
Quantitative and Qualitative Disclosure about Market Risk
66-252, 348-375, 377-378
     
12
Description of Securities other than Equity Securities
458
     
     
PART II
   
13
Defaults, Dividend Arrearages and Delinquencies
Not applicable
     
14
Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable
     
15
Controls and Procedures
271-273, 302-304, 312
16
[Reserved]
 
     
16
A Audit Committee financial expert
268-274
16
B Code of ethics
307
16
C Principal Accountant Fees and services
268-274, 345
16
D Exemptions from the Listing Standards for Audit Committees
Not applicable
16
E Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable
     
16
F Change in Registrant’s Certifying Accountant
Not applicable
16
G Corporate Governance
262-267
16
H Mine Safety Disclosure
Not applicable
     
     
PART III
   
17
Financial Statements
Not applicable
 
   
18
Financial Statements
311-441
 
   
19
Exhibits
506
     
 
Signature
507

 
ii

 
2
Presentation of information
4
Forward-looking statements
5
Description of business
7
Competition
8
Risk factors
9
Key financials
10
Summary consolidated income statement
11
Results summary
14
Analysis of results
26
Divisional performance
59
Consolidated balance sheet
62
Cash flow
63
Capital resources
64
Analysis of balance sheet pre and post disposal groups
66
Risk and balance sheet management
 
 

 
 
1

 
 
Presentation of information
 
 
In this document, and unless specified otherwise, the term ‘company’ or ‘RBSG’ means The Royal Bank of Scotland Group plc, ‘RBS’, ‘RBS Group’ or the ‘Group’ means the company and its subsidiaries, ‘the Royal Bank’ means The Royal Bank of Scotland plc and ‘NatWest’ means National Westminster Bank Plc.

The company publishes its financial statements in pounds sterling (‘£’ or ‘sterling’). The abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of pounds sterling, respectively, and references to ‘pence’ represent pence in the United Kingdom (‘UK’). Reference to ‘dollars’ or ‘$’ are to United States of America (‘US’) dollars. The abbreviations ‘$m’ and ‘$bn’ represent millions and thousands of millions of dollars, respectively, and references to ‘cents’ represent cents in the US. The abbreviation ‘€’ represents the ‘euro’, the European single currency, and the abbreviations ‘€m’ and ‘€bn’ represent millions and thousands of millions of euros, respectively.

Certain information in this report is presented separately for domestic and foreign activities. Domestic activities primarily consist of the UK domestic transactions of the Group. Foreign activities comprise the Group's transactions conducted through those offices in the UK specifically organised to service international banking transactions and transactions conducted through offices outside the UK.

The geographic analysis in the Business Review, including the average balance sheet and interest rates, changes in net interest income and average interest rates, yields, spreads and margins in this report have been compiled on the basis of location of office - UK and overseas. Management believes that this presentation provides more useful information on the Group's yields, spreads and margins of the Group's activities than would be provided by presentation on the basis of the domestic and foreign activities analysis used elsewhere in this report as it more closely reflects the basis on which the Group is managed. ‘UK’ in this context includes domestic transactions and transactions conducted through the offices in the UK which service international banking transactions.

The results, assets and liabilities of individual business units are classified as trading or non-trading based on their predominant activity. Although this method may result in some non-trading activity being classified as trading, and vice versa, the Group believes that any resulting misclassification is not material.

International Financial Reporting Standards
As required by the Companies Act 2006 and Article 4 of the European Union IAS Regulation, the consolidated financial statements of the Group are prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee of the IASB as adopted by the European Union (together ‘IFRS’). They also comply with IFRS as issued by the IASB.

RBS Holdings N.V. (formerly ABN AMRO Holding N.V.)
In 2007, RFS Holdings B.V., which was jointly owned by the Group, the Dutch State (successor to Fortis) and Santander (together, the “Consortium Members”) completed the acquisition of ABN AMRO Holding N.V.

On 1 April 2010, the businesses acquired by the Dutch State were transferred to ABN AMRO Group N.V., itself owned by the Dutch State. In connection with the transfer ABN AMRO Holding N.V. was renamed RBS Holdings N.V. and its banking subsidiary was renamed The Royal Bank of Scotland N.V. (“RBS N.V.”). Certain assets of RBS N.V. continue to be shared by the Consortium Members.

In October 2011, the Group completed the transfer of a substantial part of the UK activities of RBS N.V. to the Royal Bank pursuant to Part VII of the UK Financial Services and Markets Act 2000. Substantially all of the Netherlands and EMEA businesses were transferred in September 2012. Further transfers are expected to take place during 2013 but are subject to certain authorisations including regulatory approval where necessary. The Group now anticipates that the transfers in China will be completed at a later date.
 
 
 
2

 
 
Presentation of information continued
 
 
Non-GAAP financial information
The directors manage the Group’s performance by class of business, before certain reconciling items, as is presented in the segmental analysis on pages 424 to 431 (the “managed basis”). Discussion of the Group’s performance focuses on the managed basis as the Group believes that such measures allow a more meaningful analysis of the Group’s financial condition and the results of its operations. These measures are non-GAAP financial measures. A body of generally accepted accounting principles such as IFRS is commonly referred to as ‘GAAP’. A non-GAAP financial measure is defined as one that measures historical or future financial performance, financial position or cash flows but which excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. Reconciliations of these non-GAAP measures are presented throughout this document or in the segmental analysis on pages 424 to 431. These non-GAAP financial measures are not a substitute for GAAP measures. Furthermore, RBS has divided its operations into “Core” and “Non- Core”. Certain measures disclosed in this document for Core operations and used by RBS management are non-GAAP financial measures as they represent a combination of all reportable segments with the exception of Non-Core. In addition, RBS has further divided parts of the Core business into “Retail & Commercial” consisting of the UK Retail, UK Corporate, Wealth, International Banking, Ulster Bank and US Retail & Commercial divisions. This is a non-GAAP financial measure. Lastly, the Basel III net stable funding ratio (see page 108) represents a non-GAAP financial measure given it is a metric that is not yet required to be disclosed by a government, governmental authority or self-regulatory organisation.
 
Disposal groups
Since 2011, the assets and liabilities relating to the RBS England and Wales and NatWest Scotland branch-based businesses, along with certain SME and corporate activities across the UK (‘UK branch-based businesses’), were classified within Disposal groups. Santander's withdrawal from the sale in October 2012 has led the Group to conclude that a sale within 12 months is unlikely; accordingly the balance sheet at 31 December 2012 does not classify the assets and liabilities of the UK branch-based businesses within Disposal groups. IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’ does not permit restatement on reclassification.

Discontinued operations
The Group sold the first tranche (34.7%) of the share capital of Direct Line Insurance Group plc (DLG) in October 2012 via an Initial Public Offering (IPO), consistent with the plan to cede control by the end of 2013. In accordance with IFRS 5, DLG has been recognised as a discontinued operation with consequent changes to the presentation of comparative information. The assets and liabilities relating to DLG are included in Disposal groups as at 31 December 2012.

Share consolidation
Following approval at the Group’s Annual General Meeting on 30 May 2012, the sub-division and consolidation of the Group’s ordinary shares on a one-for-ten basis took effect on 6 June 2012. Consequently, prior year disclosures relating to or affected by numbers of ordinary shares or share price have been restated.

Glossary
A glossary of terms is provided on pages 494 to 501.
 

 
 
3

 
 
Forward-looking statements

 
Certain sections in this document contain ‘forward-looking statements’ as that term is defined in the United States Private Securities Litigation Reform Act of 1995, such as statements that include the words ‘expect’, ‘estimate’, ‘project’, ‘anticipate’, ‘believes’, ‘should’, ‘intend’, ‘plan’, ‘could’, ‘probability’, ‘risk’, ‘Value-at-Risk (VaR)’, ‘target’, ‘goal’, ‘objective’, ‘will’, ‘endeavour’, ‘outlook’, ‘optimistic’, ‘prospects’ and similar expressions or variations on such expressions.

In particular, this document includes forward-looking statements relating, but not limited to: the Group’s restructuring plans, divestments, capitalisation, portfolios, net interest margin, capital ratios, liquidity, risk weighted assets (RWAs), return on equity (ROE), profitability, cost:income ratios, leverage and loan:deposit ratios, funding and risk profile; discretionary coupon and dividend payments; certain ring-fencing proposals; sustainability targets; regulatory investigations; the Group’s future financial performance; the level and extent of future impairments and write-downs, including sovereign debt impairments; and the Group’s potential exposures to various types of political and market risks, such as interest rate risk, foreign exchange rate risk and commodity and equity price risk. These statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements. For example, certain market risk disclosures are dependent on choices about key model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated.

Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not limited to: global economic and financial market conditions and other geopolitical risks, and their impact on the financial industry in general and on the Group in particular; costs or exposures borne by the Group arising out of the origination or sale of mortgages or mortgage-backed securities in the US; the continuing economic crisis in Europe; competition and consolidation in the banking sector; political risks; the risk of full nationalisation of the Group and its UK bank subsidiaries; HM Treasury exercising influence over the operations of the Group and any proposed offer or sale of its interest affecting the price of securities issued by the Group; the extent of future write-downs and impairment charges caused by depressed asset valuations; deteriorations in borrower and counterparty credit quality; the value or effectiveness of any credit protection purchased by the Group; changes in interest rates, yield curves, foreign currency exchange rates, credit spreads, bond prices, commodity prices, equity prices and basis, volatility and correlation risks; changes in required contributions to compensation schemes in respect of banks and other authorised financial services firms that are unable to meet their obligations to customers; pension fund shortfalls; the ability to access sufficient sources of capital, liquidity and funding when required; ineffective management of capital or changes to capital adequacy or liquidity requirements; changes in the credit ratings of the Group and the UK Government; the ability to access the contingent capital arrangements with HM Treasury and the conversion of the Contingent B Shares in accordance with their terms; changes in UK and foreign laws, regulations, accounting standards and taxes, including changes in regulatory capital regulations and liquidity requirements; the ability to implement strategic plans on a timely basis, or at all, including the disposal of certain non-core assets and of certain assets and businesses required as part of the State Aid restructuring plan; regulatory or legal changes (including those requiring any restructuring of the Group’s operations) in the UK, the US and other countries in which the Group operates or a change in UK Government policy; changes to the monetary and interest rate policies of central banks and other governmental and regulatory bodies; resolution procedures under current and proposed resolution and recovery schemes which may result in various actions being taken in relation to any securities of the Group; organisational restructuring in response to legislative and regulatory proposals in the United Kingdom (UK), European Union (EU) and United States (US); the implementation of recommendations made by the Independent Commission on Banking and their potential implications and equivalent EU and US legislation; litigation, government and regulatory investigations including investigations relating to the setting of LIBOR and other interest rates; changes to the valuation of financial instruments recorded at fair value; impairments of goodwill; the ability of the Group to generate sufficient future taxable profits to recover certain deferred tax assets; general operational risks; the Group’s dependency on its information technology systems; employee misconduct; reputational risk; the ability of the Group to attract or retain senior management or other key employees; insurance claims; limitations on, or additional requirements imposed on, the Group’s activities as a result of HM Treasury’s investment in the Group; and the success of the Group in managing the risks involved in the foregoing.

The forward-looking statements contained in this document speak only as of the date of this announcement, and the Group does not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The information, statements and opinions contained in this document do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.
 

 
 
4

 
 
Business review

 
Description of business
Introduction
The Royal Bank of Scotland Group plc is the holding company of a large global banking and financial services group. Headquartered in Edinburgh, the Group operates in the United Kingdom, the United States and internationally through its principal subsidiaries, the Royal Bank and NatWest. Both the Royal Bank and NatWest are major UK clearing banks. In the United States, the Group's subsidiary RBS Citizens is a large commercial banking organisation. Globally, the Group has a diversified customer base and provides a wide range of products and services to personal, commercial and large corporate and institutional customers.

Following the placing and open offers in December 2008 and in April 2009, HM Treasury owned approximately 70.3% of the enlarged ordinary share capital of the company. In December 2009, the company issued a further £25.5 billion of new capital to HM Treasury. This new capital took the form of B shares, which do not generally carry voting rights at general meetings of ordinary shareholders but are convertible into ordinary shares and qualify as Core Tier 1 capital. Following the issuance of the B shares, HM Treasury's holding of ordinary shares of the company remained at 70.3% although its economic interest rose to 84.4%.

At 31 December 2012, HM Treasury’s holding in the company’s ordinary shares was 65.3% and its economic interest was 81.1%.

The Group had total assets of £1,312.3 billion and owners' equity of £68.1 billion at 31 December 2012. The Group's risk asset ratios at 31 December 2012, were a Total capital ratio of 14.5%, a Core Tier 1 capital ratio of 10.3% and a Tier 1 capital ratio of 12.4%.

Organisational structure and business overview
Organisational change
In January 2012, the Group announced changes to its wholesale banking operations in light of a changed market and regulatory environment. The changes saw the reorganisation of the Group’s wholesale businesses into ‘Markets’ and ‘International Banking’ and the exit from and downsizing of selected activities. The changes ensure the wholesale businesses continue to deliver against the Group’s strategy.

The changes include an exit from cash equities, corporate brokering, equity capital markets and mergers and acquisitions advisory businesses. Significant reductions in balance sheet, funding requirements and cost base in the remaining wholesale businesses will be implemented.

Global Banking & Markets (GBM) and Global Transaction Services (GTS) divisions have been reorganised as follows:

·
The ‘Markets’ business maintains its focus on fixed income, with strong positions in debt capital raising, securitisation, risk management, foreign exchange and rates. It will serve the corporate and institutional clients of all Group businesses.

·
GBM's corporate banking business has been combined with the international businesses of the GTS arm into a new ‘International Banking’ unit and provides clients with a 'one-stop shop' access to the Group’s debt financing, risk management and payments services. This international corporate business will be self-funded through its stable corporate deposit base.
 
·
The domestic small and mid-size corporates previously served by GTS are now managed within RBS's domestic corporate banking businesses in the UK, Ireland (Ulster Bank) and the US (US Retail & Commercial).

Our wholesale business retains its international footprint ensuring that it can serve our customers' needs globally. We believe that, despite current challenges to the sector, wholesale banking services can play a central role in supporting cross border trade and capital flows, financing requirements and risk management and we remain committed to this business.

The Group’s activities are organised on a divisional basis as follows:

UK Retail offers a comprehensive range of banking products and related financial services to the personal market. It serves customers through a number of channels including: the RBS and NatWest network of branches and ATMs in the United Kingdom, telephony, online and mobile. UK Retail remains committed to delivering ‘Helpful and Sustainable’ banking and to the commitments set out in its Customer Charter - the results of which are externally assessed and published every six months.

UK Corporate is a leading provider of banking, finance and risk management services to the corporate and SME sector in the United Kingdom. It offers a full range of banking products and related financial services through a nationwide network of relationship managers, and also through telephone and internet channels. The product range includes asset finance through the Lombard brand.

Wealth provides private banking and investment services in the UK through Coutts & Co and Adam & Company, offshore banking through RBS International, NatWest offshore and Isle of Man Bank, and international private banking through Coutts & Co Ltd.

International Banking serves the world’s largest companies with a leading client proposition focused on financing, transaction services and risk management. International Banking serves as the delivery channel for Markets products to corporate clients and serves international subsidiaries of both International Banking and clients from UK Corporate, Ulster Bank and US Retail & Commercial through its international network.

Ulster Bank is a leading retail and commercial bank in Northern Ireland and the Republic of Ireland. It provides a comprehensive range of financial services through both its Retail Banking division, which provides loan and deposit products through a network of branches and direct channels, and its Corporate Banking division, which provides services to businesses and corporate customers.

US Retail & Commercial provides financial services primarily through the Citizens and Charter One brands. US Retail & Commercial is engaged in retail and corporate banking activities through its branch network in 12 states in the United States and through non-branch offices in other states.

The divisions discussed above are collectively referred to as Retail & Commercial.
 
 
 
5

 
 
Business review continued

 
Markets is a leading origination, sales and trading business across debt finance, fixed income, currencies and investor products. The division offers a unified service to the Group’s corporate and institutional clients. The Markets’ sales and research teams build strong ongoing client partnerships, provide market perspective and access, and work with the division’s trading and structuring teams to meet the client’s objectives across financing, risk management, investment, securitisation and liquidity.

Direct Line Group is a retail general insurer with leading market positions in the United Kingdom, a strong presence in the direct motor channel in Italy and Germany and a focused position in UK SME commercial insurance. The Group operates under highly recognised brands such as Direct Line and Churchill and is comprised of five primary segments: motor, home, rescue and other personal lines, commercial and international.

In the UK, Direct Line Group utilises a multi-brand, multi-product and multi-distribution channel business model that covers most major customer segments for personal lines general insurance. The Group also has a focused presence in the commercial market. The Group occupies leading market positions in terms of in-force policies and has the most highly recognised brands in the UK for personal motor and home insurance including Direct Line and Churchill. Other primary Direct Line Group brands include Privilege and Green Flag; NIG, a provider of insurance solutions to UK SMEs and Direct Line For Business (“DL4B”), the Group’s direct commercial brand. The Group is also a major provider of insurance through a number of strategic partnerships. In Italy and Germany the Group operates under the Direct Line brand. It is planned for control of DLG to be ceded by the end of 2013.

Central Functions comprises Group and corporate functions, such as treasury, finance, risk management, legal, communications and human resources. The Centre manages the Group's capital resources and Group-wide regulatory projects and provides services to the operating divisions.

Non-Core division manages separately assets that the Group intends to run off or dispose of. The division contains a range of businesses and asset portfolios primarily from the legacy GBM businesses, higher risk profile asset portfolios including excess risk concentrations, and other illiquid portfolios. It also includes a number of other portfolios and businesses including regional markets businesses that the Group has concluded are no longer strategic.

Business Services supports the customer-facing businesses and provides operational technology, customer support in telephony, account management, lending and money transmission, global purchasing, property and other services. Business Services drives efficiencies and supports income growth across multiple brands and channels by using a single, scalable platform and common processes wherever possible. It also leverages the Group's purchasing power and is the Group's centre of excellence for managing large-scale and complex change. For reporting purposes, Business Services costs are allocated to the divisions above. It is not deemed a reportable segment.

Business divestments
To comply with the European Commission State aid requirements the Group agreed a series of restructuring measures to be implemented over a four year period from December 2009. These measures supplement the Strategic Plan previously announced by the Group. These include the divestment of Direct Line Insurance Group plc, the sale of 80.01% of the Group’s Global Merchant Services business (completed in 2010) and the sale of substantially all of the RBS Sempra Commodities joint venture business (largely completed in 2010), as well as the divestment of the RBS branch-based business in England and Wales and the NatWest branches in Scotland, along with the direct SME customers across the UK.

In 2010, the Group reached agreement with Santander UK plc (‘Santander’) on the sale of certain UK branch-based businesses broadly comprising the RBS branch-based business in England and Wales and the NatWest branch-based business in Scotland, along with certain SME and corporate activities across the UK. However, in October 2012, the Group announced that it had received notification of Santander’s decision to pull out of its agreed purchase of these businesses. Santander's decision followed extensive work by both parties to separate the businesses into a largely standalone form and to prepare the businesses, customers and staff for transfer. RBS is continuing to work to fulfil its obligations to divest these businesses.

Also in October 2012, the Group sold via an initial public offering 520.8 million ordinary shares in Direct Line Insurance Group plc, representing 34.7% of the total issued share capital. This is consistent with the European Commission’s requirement to cede control by the end of 2013 and complete full divestment from the Group by the end of 2014.

Recent developments
Liability Management Exercise
In January 2013, The Royal Bank of Scotland plc completed a cash tender offer for approximately £2 billion principal amount of certain US Dollar, Euro, Sterling, Swiss Franc and Singapore Dollar denominated senior unsecured securities.

Markets & International Banking Executive changes
On 6 February 2013, the Group announced that John Hourican, Chief Executive, Markets & International Banking, will leave the Group once he has completed a handover of his responsibilities. With effect from 1 March 2013, Suneel Kamlani and Peter Nielsen will be co-heads of the Markets division and John Owen will continue to lead the International Banking division and will all report directly to the Group Chief Executive.

Sale of Direct Line Insurance Group plc ordinary shares
On 13 March 2013, the Group announced a further sale of its stake in Direct Line Insurance Group plc. The further sale resulted in RBS selling 251.4 million shares, raising gross proceeds of £505 million. The Group now holds 48.5% of the issued ordinary share capital of Direct Line Insurance Group plc.
 
Executive director
Joe MacHale will step down from the Board on 4 May 2013.
 
 
 
 
 
6

 
 
Business review continued

 
Competition
The Group faces strong competition in all the markets it serves. Banks’ balance sheets have strengthened whilst loan demand remains subdued as many customers continue to delever and the UK economy has remained weak. Competition for retail deposits remains strong as institutions continue to target strong and diverse funding platforms for their balance sheets.

Competition for corporate and institutional customers in the UK and abroad is from UK banks and from large foreign universal banks that offer combined investment and commercial banking capabilities. In addition, the Group’s Markets division faces strong competition from dedicated investment banks. In asset finance, the Group competes with banks and specialist asset finance providers, both captive and non-captive. In European and Asian corporate and institutional banking markets the Group competes with the large domestic banks active in these markets and with the major international banks.

In the small business banking market, the Group competes with other UK clearing banks, specialist finance providers and building societies.

In the personal banking segment, the Group competes with UK clearing banks and building societies, major retailers and life assurance companies. In the mortgage market, the Group competes with UK clearing banks and building societies. The ambitions of non-traditional players in the UK market remain strong, with new entrants active and potentially seeking to build their platforms by acquiring businesses made available through restructuring of incumbents. The Group distributes life assurance products to banking customers in competition with independent advisors and life assurance companies.

In the UK credit card market large retailers and specialist card issuers are active in addition to the UK banks. In addition to physical distribution channels, providers compete through direct marketing activity and the internet.
 
In Wealth Management, The Royal Bank of Scotland International competes with other UK and international banks to offer offshore banking services. Coutts and Adam & Company compete as private banks with UK clearing and private banks, and with international private banks. Competition in wealth management remains strong as banks maintain their focus on competing for affluent and high net worth customers.

Direct Line Group competes in personal lines insurance and, to a more limited extent, in commercial insurance. There is strong competition from a range of insurance companies which now operate telephone and internet direct sales businesses. Competition in the UK motor market remains intense, and price comparison internet sites now play a major role in the marketplace. These sites have extended their scope to home insurance and other lines. Direct Line Group also competes with local insurance companies in the direct motor insurance markets in Italy and Germany.

In Ireland, Ulster Bank competes in retail and commercial banking with the major Irish banks and building societies, and with other UK and international banks and building societies active in the market. The challenging conditions in the Irish economy persist and many of the domestic Irish banks have required State support and are engaged in significant restructuring actions.

In the United States, RBS Citizens competes in the New England, Mid-Atlantic and Mid-West retail and mid-corporate banking markets with local and regional banks and other financial institutions. The Group also competes in the US in large corporate lending and specialised finance markets, and in fixed-income trading and sales. Competition is principally with the large US commercial and investment banks and international banks active in the US. The economic recovery in the US is proving weaker than expected and loan demand is weak in Citizens’ markets.
 

 
 
7

 
 
Business review continued


Risk factors
Set out below is a summary of certain risks which could adversely affect the Group; it should be read in conjunction with the Risk and balance sheet management section of the Business review (pages 66 to 252). This summary should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. A fuller description of these and other risk factors is included on pages 459 to 471.

·
The Group’s businesses, earnings and financial condition have been and will continue to be negatively affected by global economic conditions, the instability in the global financial markets and increased competition and political risks including proposed referenda on Scottish independence and UK membership of the EU. Together with a perceived increased risk of default on the sovereign debt of certain European countries and unprecedented stresses on the financial system within the Eurozone, these factors have resulted in significant changes in market conditions including interest rates, foreign exchange rates, credit spreads, and other market factors and consequent changes in asset valuations.

·
The actual or perceived failure or worsening credit of the Group’s counterparties or borrowers and depressed asset valuations resulting from poor market conditions have adversely affected and could continue to adversely affect the Group.

·
The Group’s ability to meet its obligations’ including its funding commitments depends on the Group’s ability to access sources of liquidity and funding. The inability to access liquidity and funding due to market conditions or otherwise could adversely affect the Group’s financial condition. Furthermore, the Group’s borrowing costs and its access to the debt capital markets and other sources of liquidity depend significantly on its and the UK Government’s credit ratings.

·
The Group is subject to a number of regulatory initiatives which may adversely affect its business, including the UK Government’s implementation of the final recommendations of the Independent Commission on Banking’s final report on competition and possible structural reforms in the UK banking industry, the US Federal Reserve’s proposal for applying US capital, liquidity and enhanced prudential standards to certain of the Group’s US operations.

·
The Group’s business performance, financial condition and capital and liquidity ratios could be adversely affected if its capital is not managed effectively or as a result of changes to capital adequacy and liquidity requirements, including those arising out of Basel III implementation (globally or by European or UK authorities), or if the Group is unable to issue Contingent B Shares to HM Treasury under certain circumstances.

·
As a result of the UK Government’s majority shareholding in the Group it can, and in the future may decide to, exercise a significant degree of influence over the Group including on dividend policy, modifying or cancelling contracts or limiting the Group’s operations. The offer or sale by the UK Government of all or a portion of its shareholding in the company could affect the market price of the equity shares and other securities and acquisitions of ordinary shares by the UK Government (including through conversions of other securities or further purchases of shares) may result in the delisting of the Group from the Official List.

·
The Group or any of its UK bank subsidiaries may face the risk of full nationalisation or other resolution procedures and various actions could be taken by or on behalf of the UK Government, including actions in relation to any securities issued, new or existing contractual arrangements and transfers of part or all of the Group’s businesses.

·
The Group is subject to substantial regulation and oversight, and any significant regulatory or legal developments could have an adverse effect on how the Group conducts its business and on its results of operations and financial condition. In addition, the Group is, and may be, subject to litigation and regulatory investigations that may impact its business, results of operations and financial condition.

·
The Group’s ability to implement its Strategic Plan depends on the success of its efforts to refocus on its core strengths and its balance sheet reduction programme. As part of the Group’s Strategic Plan and implementation of the State Aid restructuring plan agreed with the European Commission and HM Treasury, the Group is undertaking an extensive restructuring which may adversely affect the Group’s business, results of operations and financial condition and give rise to increased operational risk.

·
The Group could fail to attract or retain senior management, which may include members of the Group Board, or other key employees, and it may suffer if it does not maintain good employee relations.

·
Operational and reputational risks are inherent in the Group’s businesses.

·
The value of certain financial instruments recorded at fair value is determined using financial models incorporating assumptions, judgements and estimates that may change over time or may ultimately not turn out to be accurate.

·
The Group’s insurance businesses are subject to inherent risks involving claims on insured events.

·
Any significant developments in regulatory or tax legislation could have an effect on how the Group conducts its business and on its results of operations and financial condition, and the recoverability of certain deferred tax assets recognised by the Group is subject to uncertainty.

·
The Group may be required to make contributions to its pension schemes and government compensation schemes, either of which may have an adverse impact on the Group’s results of operations, cash flow and financial condition.
 

 
 
8

 
 
Business review continued


Key financials
 
for the year ended 31 December
2012 
£m 
2011 
£m 
2010 
£m 
Total income
17,941 
24,651 
26,622 
Operating loss before tax
(5,165)
(1,190)
(154)
Loss attributable to ordinary and B shareholders
(5,971)
(1,997)
(1,125)
Cost:income ratio
99% 
70% 
66% 
Basic and diluted loss from continuing operations per ordinary and B share (1)
(53.7p)
(21.3p)
(2.9p)


at 31 December
2012 
£m 
2011 
£m 
2010 
£m 
Funded balance sheet (2)
870,392 
977,249 
1,026,499 
Total assets
1,312,295 
1,506,867 
1,453,576 
Loans and advances to customers
500,135 
515,606 
555,260 
Deposits
622,684 
611,759 
609,483 
Owners' equity
68,130 
74,819 
75,132 
Risk asset ratios
- Core Tier 1
10.3% 
10.6% 
10.7% 
 
- Tier 1
12.4% 
13.0% 
12.9% 
 
- Total
14.5% 
13.8% 
14.0% 
Notes:
(1)
Prior year data have been adjusted for the sub-division and one-for-ten consolidation of ordinary shares, which took effect in June 2012.
(2)
Funded balance sheet represents total assets less derivatives.


Overview of results
The results of RFS Holdings B.V., the entity that acquired ABN AMRO, are fully consolidated in the Group’s financial statements. The interests of the State of the Netherlands and Santander in RFS Holdings are included in non-controlling interests. Legal separation of ABN AMRO Bank N.V. took place on 1 April 2010. As a result, RBS presents the interests of the Consortium Members in ABN AMRO as discontinued operations.
 

 
 
9

 
 
Business review continued

 
Summary consolidated income statement for the year ended 31 December 2012

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Net interest income
11,402 
12,303 
13,782 
Fees and commissions receivable
5,709 
6,379 
8,193 
Fees and commissions payable
(834)
(962)
(1,892)
Other non-interest income
1,664 
6,931 
6,425 
Insurance net premium income
— 
— 
114 
Non-interest income
6,539 
12,348 
12,840 
Total income
17,941 
24,651 
26,622 
Operating expenses
(17,827)
(17,134)
(17,456)
Profit before insurance net claims and impairment losses
114 
7,517 
9,166 
Insurance net claims
— 
— 
(85)
Impairment losses
(5,279)
(8,707)
(9,235)
Operating loss before tax
(5,165)
(1,190)
(154)
Tax charge
(469)
(1,127)
(703)
Loss from continuing operations
(5,634)
(2,317)
(857)
(Loss)/profit from discontinued operations, net of tax
     
  - Direct Line Group
(184)
301 
(176)
  - Other
12 
47 
(633)
(Loss)/profit from discontinued operations, net of tax
(172)
348 
(809)
Loss for the year
(5,806)
(1,969)
(1,666)
Non-controlling interests
123 
(28)
665 
Other owners’ dividends
(288)
— 
(124)
Loss attributable to ordinary and B shareholders
(5,971)
(1,997)
(1,125)
       
Basic and diluted loss from continuing operations per ordinary and B share (1)
(53.7p)
(21.3p)
(2.9p)

Note:
(1)
Prior year data have been adjusted for the sub-division and one-for-ten consolidation of ordinary shares, which took effect in June 2012.
 

 
 
10

 
 
Business review continued


Results summary
2012 compared with 2011
Operating loss before tax
Operating loss before tax for the year was £5,165 million compared with £1,190 million in 2011.

Total income
Total income decreased by 27% to £17,941 million in 2012, principally reflecting own credit adjustments partially offset by movements in the fair value of the Asset Protection Scheme (APS) and higher net gains on the redemption of own debt.

Net interest income
Net interest income declined by 7% to £11,402 million largely reflecting lower interest-earning asset balances. Group net interest margin (NIM) was up 3 basis points despite very low interest rates and strong deposit competition.

Non-interest income
Non-interest income decreased to £6,539 million from £12,348 million in 2011. This included movements in the fair value of the APS resulting in a £44 million charge (2011 - £906 million), net gain on redemption of own debt of £454 million (2011 - £255 million) and a loss on own credit adjustments of £4,649 million (2011 - £1,914 million gain). On a managed basis non-interest income decreased by £928 million in 2012 principally driven by lower net fees and commissions, largely due to weaker consumer spending volumes in the UK together with legislation changes in the US, and a fall in insurance net premium income, primarily due to lower written premiums in Direct Line Group.

The APS, which the Group exited from during the year, was accounted for as a credit derivative and movements in the fair value of the contract were recorded in income from trading activities. The APS fair value charge was £44 million in 2012 bringing the cumulative charge for the APS to £2.5 billion.

Liability management exercises undertaken by the Group during 2012 resulted in a net gain of £454 million (2011 - £255 million).

The continuing strengthening RBS’s credit profile resulted in a £4,649 million accounting charge in relation to own credit adjustments versus a gain of £1,914 million in 2011. This reflected a tightening of more than 340 basis points in the Group’s credit spreads over the year.

Operating expenses
Operating expenses increased to £17,827 million from £17,134 million in 2011. This included Payment protection Insurance (PPI) costs of £1,110 million (2011 - £850 million), Interest Rate Hedging Products redress and related costs of £700 million, regulatory fines of £381 million, integration and restructuring costs of £1,550 million compared with £1,059 million in 2011, bank levy of £175 million compared with £300 million in 2011 and write-down of goodwill and other intangible assets of £124 million, principally as a result of exits from selective countries and lower revenue projections by Markets. On a managed basis operating expenses fell by 6% to £14,619 million, with staff costs down 6% as headcount fell by 9,600 to 137,200. The decline in expenses was largely driven by Non-Core run-down and lower variable compensation (particularly in Markets), including variable compensation award reductions and clawbacks following the settlements reached with UK and US authorities in relation to attempts to manipulate LIBOR. The run-off of discontinued businesses in Markets and International Banking, following the restructuring announced in January 2012, and simplification of processes and headcount reduction in UK Retail also yielded cost benefits.

To reflect current experience of PPI complaints received, the Group increased its PPI provision by £1,110 million in 2012 compared with £850 million in 2011, bringing the cumulative charge taken to £2.2 billion, of which £1.3 billion (59%) in redress had been paid by 31 December 2012.

Following an industry-wide review conducted in conjunction with the Financial Services Authority, a charge of £700 million has been booked for redress in relation to certain interest-rate hedging products sold to small and medium-sized businesses classified as retail clients under FSA rules.

On 6 February 2013, RBS reached agreement with the Financial Services Authority, the US Department of Justice and the Commodity Futures Trading Commission in relation to the setting of LIBOR and other trading rates, including financial penalties of £381 million. The Group continues to co-operate with other bodies in this regard and expects it will incur some additional financial penalties.

Integration and restructuring costs of £1,550 million increased by £491 million versus £1,059 million in 2011, primarily driven by costs incurred in relation to the strategic restructuring of Markets and International Banking (M&IB) that took place during 2012.

The UK bank levy is based on the total chargeable equity and liabilities as reported in the balance sheet at the end of a chargeable period. The cost of the levy to the Group for 2012 was £175 million compared with £300 million in 2011.
 

 
 
11

 
 
Business review continued


Impairment losses
Impairment losses were £5,279 million, compared with £8,707 million in 2011, with Core impairments falling by £464 million and Non-Core by £1,696 million, mostly in the Ulster Bank and commercial real estate portfolios. There was also the non-repeat of the sovereign debt impairment in 2011. On a managed basis Impairment losses fell to £5,279 million from £7,439 million in 2011.

In 2011, the Group recorded an impairment loss of £1,099 million in respect of its AFS portfolio of Greek government debt. In 2012, the vast majority of this portfolio was exchanged for Greek sovereign debt and European Financial Stability Facility notes; the Greek sovereign debt received in the exchange was sold.

Risk elements in lending represented 9.1% of gross loans and advances to customers excluding reverse repos at 31 December 2012 (2011 - 8.6%).

Provision coverage of risk elements in lending was 52% (2011 - 49%).

Tax
The tax charge for 2012 was £469 million (2011 - £1,127 million). The high tax charge in the year reflects profits in high tax regimes (principally US) and losses in low tax regimes (principally Ireland), losses in overseas subsidiaries for which a deferred tax asset has not been recognised (principally Ireland), the reduction in the carrying value of deferred tax assets in Ireland in view of continuing losses, the reduction in the carrying value of deferred tax assets in Australia following the strategic changes to the Markets and International Banking businesses announced in January 2012 and the effect of the two reductions of 1% in the rate of UK corporation tax enacted in March 2012 and July 2012 on the net deferred tax balance.

Loss per share
Basic and diluted loss from continuing operations per ordinary and B share was 53.7p per share compared with 21.3p per share in 2011.
 
2011 compared with 2010
Operating loss before tax
Operating loss before tax for the year was £1,190 million compared with £154 million in 2010.

Total income
Total income decreased 7% to £24,651 million in 2011, principally reflecting own credit adjustments offset by lower net interest income, lower trading income in Markets and Non-Core, a fall in insurance net premium income, movements in the fair value of the APS and lower net gains on the redemption of own debt.
 
Net interest income
Net interest income fell 11% to £12,303 million largely driven by the run-off of balances and exit of higher margin, higher risk segments in Non-Core. Group NIM was 14 basis points lower, reflecting the cost of carrying a higher liquidity portfolio and by the impact of non-performing assets in the Non-Core division. However, R&C NIM was up 6 basis points, with strengthening asset margins in the first half of the year offsetting the impact of a competitive deposit market.

Non-interest income
Non-interest income decreased to £12,348 million from £12,840 million in 2010. This included movements in the fair value of the APS resulting in a £906 million charge (2010 - £1,550 million), gain on redemption of own debt of £255 million (2010 - £553 million) and a gain on movements in own credit adjustments of £1,914 million (2010 - £242 million gain). On a managed basis non-interest income decreased by £3,374 million in 2011 principally driven by lower trading income in Markets and Non-Core, and a fall in insurance net premium income. Volatile market conditions led to a reduction in Markets trading income, driven by the deterioration in global credit markets as sovereign difficulties in the eurozone grew. Non-Core trading losses increased by £690 million, reflecting costs incurred as part of the division’s focus on reducing capital trading assets.

A gain on the movement in own credit adjustments of £1,914 million was recorded in 2011 as Group credit spreads widened. This compares with a smaller gain of £242 million in 2010.

The APS is accounted for as a credit derivative and movements in the fair value of the contract were recorded in income from trading activities. The APS fair value charge was £906 million in 2011. The cumulative charge for the APS was £2,456 million as at 31 December 2011.
 

 
 
12

 
 
Business review continued


Operating expenses
Operating expenses decreased to £17,134 million (2010 - £17,456 million) of which integration and restructuring costs were £1,059 million compared with £1,032 million in 2010. On a managed basis operating expenses fell by 7% to £15,478 million, driven by cost savings achieved as a result of the cost reduction programme and Non-Core run-off, largely reflecting the disposal of RBS Sempra  and specific country exits. Staff costs fell 9% driven by lower Markets and International Banking variable compensation as a result of its decrease in revenues, and in Non-Core, given the impact of a 32% reduction in headcount and continues business disposals and country exits.
 
A charge of £850 million was booked in relation to PPI claims following the British Bankers’ Association decision, in May 2011, not to appeal the findings of the Judicial Review.

Integration and restructuring costs remained broadly flat at £1,059 million, reflecting significant Markets restructuring in 2011.

The Finance Act 2011 introduced an annual bank levy in the UK. The levy is based on the total chargeable equity and liabilities as reported in the balance sheet at the end of a chargeable period. The cost of the levy to the Group for 2011 was £300 million.

Insurance net claims
Insurance claims were £85 million lower in 2011, reflecting the dissolution of the Group’s bancassurance joint venture at the end of 2010.

Impairment losses
Impairment losses fell to £8,707 million from £9,235 million in 2010, with Core impairments falling by £260 million and Non-Core by £1,557 million, despite continuing challenges in Ulster Bank and corporate real estate portfolios. This was partially offset by impairments taken on the Group’s available-for-sale bond portfolio, as a result of the decline in the value of Greek sovereign bonds. On a managed basis impairment losses fell to £7,439 million from £9,256 million in 2010.

An impairment of £1,099 million was taken on the Group’s AFS bond portfolio in 2011 as a result of the decline in the value of Greek sovereign bonds. As of 31 December 2011, the bonds were marked at 21% of par value.

Risk elements in lending represented 8.6% of gross loans and advances to customers excluding reverse repos at 31 December 2011 (2010 - 7.3%).

Provision coverage of risk elements in lending was 49% (2010 - 47%).

Tax
The tax charge for 2011 was £1,127 million (2010 - £703 million). The high tax charge for the year reflects profits in high tax regimes (principally US) and losses in low tax regimes (principally Ireland), losses in overseas subsidiaries for which a deferred tax asset has not been recognised (principally Ireland and the Netherlands) and the effect of the two reductions of 1% in the rate of UK corporation tax enacted in March 2011 and July 2011 on the net deferred tax balance.

Loss per share
Basic and diluted loss from continuing operations per ordinary and B share was 21.3p per share compared with 2.9p per share in 2010.
 

 
 
13

 
 
Business review continued


Analysis of results
Net interest income
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Interest receivable (1)
18,530 
21,036 
22,352 
Interest payable
(7,128)
(8,733)
(8,570)
Net interest income
11,402 
12,303 
13,782 
       
Yields, spreads and margins of the banking business
Gross yield on interest-earning assets of the banking business (2)
3.13 
3.23 
3.29 
Cost of interest-bearing liabilities of the banking business
(1.55)
(1.68)
(1.47)
Interest spread of the banking business (3)
1.58 
1.55 
1.82 
Benefit from interest-free funds
0.34 
0.34 
0.21 
Net interest margin of the banking business (4)
1.92 
1.89 
2.03 
       
Gross yield (2)
     
  - Group
3.13 
3.23 
3.29 
  - UK
3.49 
3.57 
3.40 
  - Overseas
2.56 
2.77 
3.14 
Interest spread (3)
     
  - Group
1.58 
1.55 
1.82 
  - UK
1.84 
1.82 
1.99 
  - Overseas
1.25 
1.22 
1.58 
Net interest margin (4)
     
  - Group
1.92 
1.89 
2.03 
  - UK
2.04 
2.04 
2.17 
  - Overseas
1.74 
1.69 
1.84 
       
The Royal Bank of Scotland plc base rate (average)
0.50 
0.50 
0.50 
London inter-bank three month offered rates (average)
     
  - Sterling
0.82 
0.87 
0.70 
  - Eurodollar
0.43 
0.33 
0.34 
  - Euro
0.53 
1.36 
0.75 

Notes:
(1)
Interest income includes £565 million (2011 - £627 million; 2010 - £588 million) in respect of loan fees forming part of the effective interest rate of loans and receivables.
(2)
Gross yield is the interest earned on average interest-earning assets of the banking book.
(3)
Interest spread is the difference between the gross yield and the interest rate paid on average interest-bearing liabilities of the banking business.
(4)
Net interest margin is net interest income of the banking business as a percentage of average interest-earning assets of the banking business.
(5)
The analysis into UK and overseas has been compiled on the basis of location of office.
(6)
Interest receivable and interest payable on trading assets and liabilities are included in income from trading activities.
(7)
Interest income includes amounts (unwind of discount) recognised on impaired loans and receivables. The average balances of such loans are included in average loans and advances to banks and loans and advances to customers.
 

 
 
14

 
 
Business review continued
 
 

     
2012
 
2011
     
Average 
balance 
Interest 
Rate 
 
Average 
balance 
Interest 
Rate 
     
£m 
£m 
 
£m 
£m 
%
Assets
               
Loans and advances to banks
- UK
33,656 
248 
0.74 
 
29,852 
277 
0.93 
 
- Overseas
40,342 
245 
0.61 
 
41,716 
403 
0.97 
Loans and advances to customers
- UK
277,321 
11,326 
4.08 
 
293,777 
11,970 
4.07 
 
- Overseas
151,692 
4,862 
3.21 
 
171,938 
5,857 
3.41 
Debt securities
- UK
49,872 
1,015 
2.04 
 
55,074 
1,258 
2.28 
 
- Overseas
40,077 
834 
2.08 
 
58,027 
1,271 
2.19 
Interest-earning assets
- UK
360,849 
12,589 
3.49 
 
378,703 
13,505 
3.57 
 
- Overseas
232,111 
5,941 
2.56 
 
271,681 
7,531 
2.77 
Total interest-earning assets
- banking business (1)
592,960 
18,530 
3.13 
 
650,384 
21,036 
3.23 
 
- trading business (6)
240,131 
     
278,975 
   
Interest-earning assets
 
833,091 
     
929,359 
   
Non-interest-earning assets
 
597,281 
     
605,796 
   
Total assets
 
1,430,372 
     
1,535,155 
   
                 
Percentage of assets applicable to overseas operations
37.8% 
     
40.2% 
   
                 
Liabilities
               
Deposits by banks
- UK
18,276 
196 
1.07 
 
17,224 
242 
1.41 
 
- Overseas
20,200 
404 
2.00 
 
47,371 
740 
1.56 
Customer accounts: demand deposits
- UK
121,252 
643 
0.53 
 
112,777 
666 
0.59 
 
- Overseas
35,087 
210 
0.60 
 
43,177 
483 
1.12 
Customer accounts: savings deposits
- UK
84,972 
1,479 
1.74 
 
76,719 
1,177 
1.53 
 
- Overseas
26,989 
133 
0.49 
 
25,257 
130 
0.51 
Customer accounts: other time deposits
- UK
35,848 
522 
1.46 
 
39,672 
481 
1.21 
 
- Overseas
23,776 
504 
2.12 
 
33,971 
594 
1.75 
Debt securities in issue
- UK
60,709 
1,681 
2.77 
 
108,406 
2,606 
2.40 
 
- Overseas
22,294 
342 
1.53 
 
42,769 
765 
1.79 
Subordinated liabilities
- UK
15,609 
435 
2.79 
 
16,874 
470 
2.79 
 
- Overseas
5,461 
380 
6.96 
 
5,677 
270 
4.76 
Internal funding of trading business
- UK
(21,140)
264 
(1.25)
 
(40,242)
149 
(0.37)
 
- Overseas
11,992 
(65)
(0.54)
 
(8,783)
(40)
0.46 
Interest-bearing liabilities
- UK
315,526 
5,220 
1.65 
 
331,430 
5,791 
1.75 
 
- Overseas
145,799 
1,908 
1.31 
 
189,439 
2,942 
1.55 
Total interest-bearing liabilities
- banking business
461,325 
7,128 
1.55 
 
520,869 
8,733 
1.68 
 
- trading business (6)
248,647 
     
307,564 
   
Interest-bearing liabilities
 
709,972 
     
828,433 
   
Non-interest-bearing liabilities:
               
Demand deposits
- UK
46,420 
     
46,495 
   
 
- Overseas
27,900 
     
19,909 
   
Other liabilities (2)
 
572,820 
     
565,279 
   
Owners' equity
 
73,260 
     
75,039 
   
Total liabilities and owners' equity
 
1,430,372 
     
1,535,155 
   
                 
Percentage of liabilities applicable to overseas operations
33.9% 
     
37.1% 
   

For the notes to this table refer to page 14.
 

 
15

 
 
Business review continued

 
Average balance sheet and related interest continued

   
2010
   
Average 
balance 
Interest 
Rate 
   
£m 
£m 
%
Assets
       
Loans and advances to banks
- UK
20,334 
207 
1.02 
 
- Overseas
30,031 
368 
1.23 
Loans and advances to customers
- UK
309,764 
11,818 
3.82 
 
- Overseas
195,822 
6,894 
3.52 
Debt securities
- UK
60,209 
1,253 
2.08 
 
- Overseas
62,671 
1,812 
2.89 
Interest-earning assets
- UK
390,307 
13,278 
3.40 
 
- Overseas
288,524 
9,074 
3.14 
Total interest-earning assets
- banking business (1)
678,831 
22,352 
3.29 
 
- trading business (6)
276,330 
   
Interest-earning assets
 
955,161 
   
Non-interest-earning assets
 
717,043 
   
Total assets
 
1,672,204 
   
         
Percentage of assets applicable to overseas operations
 
44.1% 
   
         
Liabilities
       
Deposits by banks
- UK
21,816 
334 
1.53 
 
- Overseas
59,799 
999 
1.67 
Customer accounts: demand deposits
- UK
121,186 
624 
0.51 
 
- Overseas
39,127 
607 
1.55 
Customer accounts: savings deposits
- UK
68,142 
935 
1.37 
 
- Overseas
25,587 
213 
0.83 
Customer accounts: other time deposits
- UK
39,934 
431 
1.08 
 
- Overseas
43,996 
914 
2.08 
Debt securities in issue
- UK
111,277 
2,212 
1.99 
 
- Overseas
72,175 
1,065 
1.48 
Subordinated liabilities
- UK
19,442 
398 
2.05 
 
- Overseas
8,714 
19 
0.22 
Internal funding of trading business
- UK
(41,451)
(140)
0.34 
 
- Overseas
(6,864)
(41)
0.60 
Interest-bearing liabilities
- UK
340,346 
4,794 
1.41 
 
- Overseas
242,534 
3,776 
1.56 
Total interest-bearing liabilities
- banking business
582,880 
8,570 
1.47 
 
- trading business (6)
293,993 
   
Interest-bearing liabilities
 
876,873 
   
Non-interest-bearing liabilities:
       
Demand deposits
- UK
46,692 
   
 
- Overseas
23,994 
   
Other liabilities (2)
 
647,739 
   
Owners' equity
 
76,906 
   
Total liabilities and owners' equity
 
1,672,204 
   
         
Percentage of liabilities applicable to overseas operations
 
41.3% 
   

For the notes to this table refer to page 14.
 

 
 
16

 
 
Business review continued

 
Analysis of change in net interest income - volume and rate analysis
Volume and rate variances have been calculated based on movements in average balances over the period and changes in interest rates on average interest-earning assets and average interest-bearing liabilities. Changes due to a combination of volume and rate are allocated pro rata to volume and rate movements.

 
2012 over 2011
 
Increase/(decrease) due to changes in:
 
Average 
volume 
Average 
rate 
Net 
change 
 
£m 
£m 
£m 
Interest-earning assets
     
Loans and advances to banks
     
  UK
32 
(61)
(29)
  Overseas
(13)
(145)
(158)
Loans and advances to customers
     
  UK
(673)
29 
(644)
  Overseas
(664)
(331)
(995)
Debt securities
     
  UK
(115)
(128)
(243)
  Overseas
(376)
(61)
(437)
Total interest receivable of the banking business
     
  UK
(756)
(160)
(916)
  Overseas
(1,053)
(537)
(1,590)
 
(1,809)
(697)
(2,506)
       
Interest-bearing liabilities
     
Deposits by banks
     
  UK
(14)
60 
46 
  Overseas
505 
(169)
336 
Customer accounts: demand deposits
     
  UK
(48)
71 
23 
  Overseas
78 
195 
273 
Customer accounts: savings deposits
     
  UK
(133)
(169)
(302)
  Overseas
(8)
(3)
Customer accounts: other time deposits
     
  UK
50 
(91)
(41)
  Overseas
200 
(110)
90 
Debt securities in issue
     
  UK
1,279 
(354)
925 
  Overseas
325 
98 
423 
Subordinated liabilities
     
  UK
35 
— 
35 
  Overseas
11 
(121)
(110)
Internal funding of trading business
     
  UK
99 
(214)
(115)
  Overseas
13 
12 
25 
Total interest payable of the banking business
     
  UK
1,268 
(697)
571 
  Overseas
1,124 
(90)
1,034 
 
2,392 
(787)
1,605 
       
Movement in net interest income
     
  UK
512 
(857)
(345)
  Overseas
71 
(627)
(556)
 
583 
(1,484)
(901)
 

 
 
17

 
 
Business review continued


Analysis of change in net interest income - volume and rate analysis continued

 
2011 over 2010
 
Increase/(decrease) due to changes in:
 
Average 
 volume 
Average 
rate 
Net 
change 
 
£m 
£m 
£m 
Interest-earning assets
     
Loans and advances to banks
     
  UK
90 
(20)
70 
  Overseas
124 
(89)
35 
Loans and advances to customers
     
  UK
(616)
768 
152 
  Overseas
(825)
(212)
(1,037)
Debt securities
     
  UK
(111)
116 
  Overseas
(127)
(414)
(541)
Total interest receivable of the banking business
     
  UK
(637)
864 
227 
  Overseas
(828)
(715)
(1,543)
 
(1,465)
149 
(1,316)
       
Interest-bearing liabilities
     
Deposits by banks
     
  UK
67 
25 
92 
  Overseas
197 
62 
259 
Customer accounts: demand deposits
     
  UK
47 
(89)
(42)
  Overseas
(58)
182 
124 
Customer accounts: savings deposits
     
  UK
(126)
(116)
(242)
  Overseas
3
80 
83 
Customer accounts: other time deposits
     
  UK
(53)
(50)
  Overseas
189 
131 
320 
Debt securities in issue
     
  UK
58 
(452)
(394)
  Overseas
494 
(194)
300 
Subordinated liabilities
     
  UK
58 
(130)
(72)
  Overseas
(260)
(251)
Internal funding of trading business
     
  UK
(4)
(285)
(289)
  Overseas
10 
(11)
(1)
Total interest payable of the banking business
     
  UK
103 
(1,100)
(997)
  Overseas
844 
(10)
834 
 
947 
(1,110)
(163)
       
Movement in net interest income
     
  UK
(534)
(236)
(770)
  Overseas
16 
(725)
(709)
 
(518)
(961)
(1,479)
 

 
 
18

 
 
Business review continued
 
 
Non-interest income
The following tables reconcile the managed basis results (a non-GAAP financial measure) to the statutory basis results.

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Fees and commissions receivable
     
  - managed basis
5,715 
6,384 
8,194 
  - Direct Line Group discontinued operations
(6)
(5)
— 
  - RFS Holdings minority interest
— 
— 
(1)
Statutory basis
5,709 
6,379 
8,193 
       
Fees and commissions payable
     
  - managed basis
(1,269)
(1,460)
(2,211)
  - Direct Line Group discontinued operations
436 
498 
319 
  - RFS Holdings minority interest
(1)
— 
— 
Statutory basis
(834)
(962)
(1,892)
       
Income from trading activities
     
  - managed basis
3,531 
3,313 
6,070 
  - own credit adjustments
(1,813)
293 
(7)
  - Asset Protection Scheme
(44)
(906)
(1,550)
  - Direct Line Group discontinued operations
— 
— 
  - RFS Holdings minority interest
(1)
Statutory basis
1,675 
2,701 
4,517 
       
Gain on redemption of own debt - statutory basis
454 
255 
553 
       
Other operating income
     
  - managed basis
2,397 
2,527 
1,213 
  - own credit adjustments
(2,836)
1,621 
249 
  - integration and restructuring costs
— 
78 
— 
  - strategic disposals
113 
(104)
171 
  - Direct Line Group discontinued operations
(138)
(147)
(124)
  - RFS Holdings minority interest
(1)
— 
(154)
Statutory basis
(465)
3,975 
1,355 
       
Non-interest income (excluding insurance net premium income)
6,539 
12,348 
12,726 
Insurance net premium income
     
  - managed basis
3,718 
4,256 
5,128 
  - Direct Line Group discontinued operations
(3,718)
(4,256)
(5,014)
Statutory basis
— 
— 
114 
       
Total non-interest income - managed basis
14,092 
15,020 
18,394 
       
Total non-interest income - statutory basis
6,539 
12,348 
12,840 
 

 
 
19

 
 
Business review continued
 
 
Non-interest income continued
2012 compared with 2011
Non-interest income was down 47% at £6,539 million primarily due to the accounting charge for improved own credit of £4,649 million compared with a credit of £1,914 million in 2011, partially offset by a lower fair value charge of £44 million compared with £906 million in 2011 on the APS. On a managed basis non-interest income was down 6% at £14,092 million with higher profits on available-for-sale bond disposals in Group Treasury more than offset by a 10% decline in fees and commissions, largely due to a decline in UK Retail fees as a result of weaker consumer spending volumes, and lower insurance net premium income.

The APS, which the Group exited in October 2012, was accounted for as a credit derivative and movements in the fair value of the contract were recorded in income from trading activities. The APS fair value charge was £44 million in 2012 versus £906 million in 2011, bringing the cumulative charge for the APS to £2.5 billion.

Liability management exercises undertaken by the Group during 2012 resulted in a net gain of £454 million (2011 - £255 million).

Net fees and commissions fell by 10% largely due to a decline in UK Retail fees, as a result of weaker consumer spending volumes, and in Markets, primarily due to the run-off in the cash equity business.

Markets trading income was sustained, despite the significant reduction in trading assets following its restructuring early in 2012.

The decrease in other operating income predominantly reflected own credit adjustments and the disposal of RBS Aviation Capital in June 2012, which resulted in lower rental income in Non-Core partially offset by a lower fair value charge on the APS.

The continuing strengthening of RBS’s credit profile resulted in a £4,649 million accounting charge in relation to own credit adjustment versus a gain of £1,914 million in 2011. This reflected a tightening of more than 340 basis points in the Group’s cash market credit spreads over the year.
 
2011 compared with 2010
Non-interest income decreased by £492 million in 2011 principally driven by lower trading income in Markets and Non-Core, partially offset by a higher gain on movements in own credit adjustments. On a managed basis non-interest income decreased by £3,374 million in 2011 principally driven by lower trading income in Markets and Non-Core and a fall in insurance net premium income.

A gain on the movement in own credit adjustments of £1,914 million was recorded in 2011 as Group credit spreads widened. This compares with a smaller gain of £242 million in 2010.

The APS is accounted for as a credit derivative and movements in the fair value of the contract were recorded in income from trading activities. The APS fair value charge was £906 million in 2011. The cumulative charge for the APS was £2,456 million as at 31 December 2011.

In 2011, the Group redeemed certain mortgage backed debt securities in exchange for cash, resulting in gains totalling £255 million. This compared with a gain of £553 million in 2010 on a liability management exercise to redeem a number of Tier 1 and upper Tier 2 securities.

A charge of £850 million was booked in relation to PPI claims following the British Bankers’ Association decision, in May 2011, not to appeal the findings of the Judicial Review.

Volatile market conditions led to a reduction in Markets trading income, driven by the deterioration in global credit markets as sovereign difficulties in the eurozone grew.

Non-Core trading losses increased by £690 million, reflecting costs incurred as part of the division’s focus on reducing capital trading assets, with activity including the restructuring of monoline exposures, which mitigated both significant immediate and future regulatory uplifts in risk-weighted assets.
 
On a statutory basis insurance net premium income was reclassified to discontinued operations. On a managed basis insurance net premium income fell by 17% largely driven by Direct Line Group’s exit from certain business segments, along with reduced volumes driven by the de-risking of the motor book. Insurance net premium income in Non-Core also decreased as legacy policies ran-off.

2010 results included £482 million of income recorded for GMS prior to its disposal in November 2010.
 

 
20

 
 
Business review continued
 
 
Operating expenses and insurance claims
The following tables reconcile the managed basis results (a non-GAAP financial measure) to the statutory basis results.

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Staff costs
     
  - managed basis
7,639 
8,163 
8,956 
  - integration and restructuring costs
885 
489 
614 
  - bonus tax
— 
27 
99 
  - Direct Line Group discontinued operations
(447)
(322)
(292)
  - RFS Holdings minority interest
(1)
(1)
Statutory basis
8,076 
8,356 
9,379 
       
Premises and equipment
     
  - managed basis
2,198 
2,278 
2,276 
  - integration and restructuring costs
152 
173 
126 
  - Direct Line Group discontinued operations
(118)
(28)
(22)
  - RFS Holdings minority interest
— 
— 
— 
Statutory basis
2,232 
2,423 
2,380 
       
Other administrative expenses
     
  - managed basis
3,248 
3,395 
3,716 
  - Payment Protection Insurance costs
1,110 
850 
— 
  - Interest Rate Hedging Products redress and related costs
700 
— 
— 
  - regulatory fines
381 
— 
— 
  - integration and restructuring costs
371 
386 
272 
  - bank levy
175 
300 
— 
  - Direct Line Group discontinued operations
(395)
(495)
(424)
  - RFS Holdings minority interest
— 
Statutory basis
5,593 
4,436 
3,571 
       
Administrative expenses
15,901 
15,215 
15,330 
       
Depreciation and amortisation
     
  - managed basis
1,534 
1,642 
1,762 
  - Direct Line Group discontinued operations
(52)
(36)
(25)
  - amortisation of purchased intangible assets
178 
222 
369 
  - integration and restructuring costs
142 
11 
20 
  - RFS Holdings minority interest
— 
— 
(1)
Statutory basis
1,802 
1,839 
2,125 
       
Write-down of goodwill and other intangible assets - statutory basis
124 
80 
Operating expenses
17,827 
17,134 
17,456 
       
Insurance net claims
     
  - managed basis
2,427 
2,968 
4,783 
  - Direct Line Group discontinued operations
(2,427)
(2,968)
(4,698)
Statutory basis
— 
— 
85 
       
Staff costs as a percentage of total income
45% 
34% 
35% 
 
 
 
21

 
 
Business review continued
 
 
2012 compared with 2011
Operating expenses increased by £693 million, or 4% primarily due to charges resulting from legacy conduct issues partially offset by Non-Core run-down and run-off of exited businesses in Markets and International Banking, following the restructuring announced in January 2012. Simplification of processes and headcount reduction in UK Retail also yielded cost benefits. On a managed basis operating expenses fell by £859 million, or 6%, with staff costs also down 6% (but broadly stable as a percentage of total income) as headcount fell by 9,600 to 137,200. The decline in expenses was largely driven by Non-Core run-down and lower variable compensation (particularly in Markets), including bonus award reductions and clawbacks following the settlements reached with UK and US authorities in relation to attempted LIBOR manipulation.

Staff expenses were cut by 3%. On a managed basis staff costs were down 6%, as headcount fell by 9,600 to 137,200.

To reflect current experience of PPI complaints received, RBS increased its PPI provision by £1,110 million in 2012, bringing the cumulative charge taken to £2.2 billion, of which £1.3 billion in redress had been paid by 31 December 2012.

On 31 January 2013, the Financial Services Authority announced the findings of its industry-wide review of the sale of Interest Rate Hedging Products to some small and medium-sized businesses that were classified as retail clients under FSA rules. As a result, RBS provided £700 million in 2012 to meet the costs of redress.

On 6 February 2013, RBS reached agreement with the Financial Services Authority, the US Department of Justice and the Commodity Futures Trading Commission in relation to the setting of LIBOR and other trading rates, including financial penalties of £381 million. The Group continues to co-operate with other bodies in this regard and expects it will incur some additional financial penalties.

2011 compared with 2010
Group expenses fell by 2% in 2011, driven by cost savings achieved as a result of the cost reduction programme and Non-Core run-off, largely reflecting the disposal of RBS Sempra and specific country exits, partially offset by PPI costs. On a managed basis Group expenses were 7% lower in 2011, driven by cost savings achieved as a result of the cost reduction programme and Non-Core run-off, largely reflecting the disposal of RBS Sempra and specific country exits.

Staff costs fell 11%, driven by lower Markets and International Banking discretionary compensation as a result of its decrease in revenues, and in Non-Core, given the impact of a 32% reduction in headcount and continued business disposals and country exits. On a managed basis staff costs fell 9%.

In May 2011, following the decision of the British Bankers’ Association not to appeal the judgement of the judicial review, the Group recorded a provision of £850 million in respect of the costs of PPI redress.

The Group’s cost reduction programme delivered cost savings with an underlying run rate of over £3 billion by the end of 2011.
 
Integration costs
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Staff costs
— 
38 
210 
Premises and equipment
(2)
Other administrative expenses
51 
143 
Depreciation and amortisation
— 
11 
20 
 
— 
106 
376 
Note:
(1)
Integration costs in 2011 excluded a £2 million charge included within net interest income and a loss of £3 million within other operating income in respect of integration activities.


2012 compared with 2011
Integration costs were nil compared with £106 million in 2011. Integration costs decreased primarily due to a reduction of RBS N.V. (formerly ABN AMRO) integration activity during the year.

2011 compared with 2010
Integration costs were £106 million compared with £376 million in 2010. Integration costs decreased primarily due to a reduction of RBS N.V. (formerly ABN AMRO) integration activity during the year.

Accruals in relation to integration costs are set out below.
 
At 
1 January 
2012 
(Credit)/charge 
to income 
statement 
- continuing 
operations 
Utilised 
during 
the year 
At 
31 December 
2012 
 
£m 
£m 
£m 
£m 
Premises and equipment
11 
(2)
— 
Other administrative expenses
— 
 
14 
— 
— 
14 
 
 
 
22

 
 
Business review continued
 
 
Restructuring costs

 
2012 
(managed)
Discontinued 
operations 
Continuing 
 operations 
(statutory)
2011 
(managed)
Discontinued 
operations 
Continuing 
 operations 
(statutory)
2010 
(managed)
Discontinued 
operations 
Continuing 
 operations 
(statutory)
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Staff costs
737 
(37)
700 
356 
(14)
342 
353 
(12)
341
Premises and equipment
145 
(4)
141 
156 
(1)
155 
117 
— 
117
Other administrative expenses
270 
(9)
261
276 
(8)
268 
104 
(8)
96
Depreciation and amortisation
142 
— 
142 
— 
— 
 
1,294 
(50)
1,244 
788 
(23)
765 
574 
(20)
554 

2012 compared with 2011
Restructuring costs were £1,244 million compared with £765 million in 2011. The increase was primarily driven by costs incurred in relation to the strategic restructuring of Markets and International Banking announced in January 2012. On a managed basis restructuring costs were £1,294 million compared with £788 million in 2011.

2011 compared with 2010
Restructuring costs were £765 million compared with £554 million in 2010. The increase is due to the number of Group restructuring projects increasing during the year. On a managed basis restructuring costs were £788 million compared with £574 million in 2010.
 
Accruals in relation to restructuring costs are set out below.
 
At 
1 January 
2012 
Currency 
translation 
adjustments 
Charge 
to income 
statement 
- continuing 
operations 
Charge 
to income 
statement 
- discontinued 
operations 
Utilised 
during 
the year 
Transfer to 
disposal 
groups 
At 
31 December 
2012 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Staff costs - redundancy
126 
626 
37 
(336)
(24)
434 
Staff costs - other
40 
— 
74 
— 
(3)
— 
111 
Premises and equipment
166 
— 
141 
(22)
— 
289 
Other administrative expenses
110 
(2)
261 
(107)
(7)
264 
Depreciation and amortisation
— 
— 
142 
— 
(142)
— 
— 
 
442 
1,244 
50 
(641)
(31)
1,067 

Divestment costs
 
2012 
(managed)
Discontinued 
operations 
Continuing 
 operations 
(statutory)
2011 
(managed)
Discontinued 
operations 
Continuing 
 operations 
(statutory)
2010 
(managed)
Discontinued 
operations 
Continuing 
 operations 
(statutory)
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Staff costs
148 
(37)
111 
95 
(11)
84 
51 
— 
51 
Premises and equipment
(11)
(2)
11 
— 
11 
— 
Other administrative expenses
99 
(37)
62 
59 
(9)
50 
25 
— 
25 
 
256 
(85)
171 
165 
(20)
145 
82 
— 
82 
 
2012 compared with 2011
Divestment costs were £171 million compared with £145 million in 2011 as the preparation for the European Commission mandated divestments continued throughout 2012. On a managed basis divestment costs were £256 million compared with £165 million in 2011. 

 2011 compared with 2010
Divestment costs of £145 million compared with £82 million in 2010 related to the European Commission mandated divestments. On a managed basis divestment costs were £165 million in 2011 compared wtih £82 million in 2010.

Accruals in relation to divestment costs are set out below.
 
At 
1 January 
2012 
Charge/(credit) 
to income 
statement 
- continuing 
operations 
Charge 
to income 
statement 
- discontinued 
operations 
Utilised 
during 
the year 
Transfer to 
disposal 
groups 
At 
31 December 
2012 
 
£m 
£m 
£m 
£m 
£m 
£m 
Staff costs - redundancy
45 
47 
37 
(41)
(1)
87 
Staff costs - other
64 
— 
(19)
— 
46 
Premises and equipment
— 
(2)
11 
(9)
— 
— 
Other administrative expenses
21 
62 
37 
(43)
(4)
73 
 
67 
171 
85 
(112)
(5)
206 
 

 
 
23

 
 
Business review continued


Impairment losses
The following tables reconcile the managed basis results (a non-GAAP financial measure) to the statutory basis results.

 
2012 
2011 
2010 
 
£m 
£m 
£m 
New impairment losses
5,620 
9,234 
9,646 
Less: recoveries of amounts previously written-off
(341)
(527)
(411)
Charge to income statement
5,279 
8,707 
9,235 
       
Comprising:
     
Loan impairment losses
5,315 
7,241 
9,144 
Securities
     
  - managed basis
(36)
198 
112 
  - sovereign debt impairment
— 
1,099 
— 
  - interest rate hedge adjustments on impaired available-for-sale
    sovereign debt
— 
169 
— 
Direct Line Group discontinued operations
— 
— 
(21)
Statutory basis
(36)
1,466 
91 
       
Charge to income statement
5,279 
8,707 
9,235 

2012 compared with 2011
Total impairment losses fell by £3,428 million, or 39%, to £5,279 million. Within this, loan impairment losses declined by £1,926 million to £5,315 million, primarily driven by a £1,518 million fall in Non-Core impairments, mostly in the Ulster Bank and commercial real estate portfolios.

Core loan impairments were down £408 million, or 12%, largely due to lower default rates in UK Retail and an improved credit environment for US Retail & Commercial, which helped drive impairment reductions of £259 million and £165 million respectively. Core Ulster Bank impairments stabilised, though still at a very high level (£1,364 million in 2012 versus £1,384 million in 2011).

Loan impairments as a percentage of gross loans and advances improved by 30 basis points, principally reflecting the improved credit profile in Non-Core and the better US credit environment.

Loan impairment provisions rose to £21.3 billion, increasing coverage of risk elements in lending to 52%, compared with 49% in 2011.

2011 compared with 2010
Impairment losses decreased by 6% compared with 2010, driven largely by a £1,569 million reduction in Non-Core loan impairments, despite continuing challenges in Ulster Bank and corporate real estate portfolios. This was partially offset by impairments taken on the Group’s available-for-sale bond portfolio, as a result of the decline in the value of Greek sovereign bonds. On a managed basis impairment losses decreased by 20% compared to 2010.

Retail & Commercial impairment losses fell by £227 million, driven by improving credit metrics in UK Retail and US Retail & Commercial partially offset by increases in Ulster Bank, largely reflecting a deterioration in credit metrics on the mortgage portfolio, and a single name provision in International Banking.

Total Core and Non-Core Ulster Bank impairment losses decreased by 4%, as the £223 million increase in Core Ulster Bank losses was more than offset by a decrease in losses recognised in Non-Core.

The Group held Greek government bonds with a notional amount of £1.45 billion. As a result of Greece’s continuing fiscal difficulties, the Group recorded impairment charges on these bonds totalling £1,099 million during the year. These charges were recorded to write the bonds down to their market price as at 31 December 2011 (c.21% of notional).
 
 
 
24

 
 
Business review continued


Tax

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Tax charge
(469)
(1,127)
(703)
       
 
%
%
UK corporation tax rate
24.5 
26.5 
28.0 
Effective tax rate
nm 
nm 
nm 

nm = not meaningful

The actual tax charge differs from the expected tax credit computed by applying the standard rate of UK corporation tax as follows:

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Expected tax credit
1,265 
315 
44 
Sovereign debt impairment where no deferred tax asset recognised
— 
(275)
— 
Other losses in year where no deferred tax asset recognised
(511)
(530)
(450)
Foreign profits taxed at other rates
(383)
(417)
(517)
UK tax rate change impact
(149)
(112)
(83)
Unrecognised timing differences
59 
(20)
11 
Non-deductible goodwill impairment
— 
(24)
(3)
Items not allowed for tax
     
  - losses on disposals and write-downs
(49)
(72)
(311)
  - UK bank levy
(43)
(80)
— 
  - regulatory fines
(93)
— 
— 
  - employee share schemes
(9)
(113)
(32)
  - other disallowable items
(246)
(258)
(296)
Non-taxable items
     
  - gain on sale of RBS Aviation Capital
26 
— 
— 
  - gain on sale of Global Merchant Services
— 
12 
221 
  - gain on redemption of own debt
— 
— 
11 
  - other non-taxable items
104 
242 
341 
Taxable foreign exchange movements
(1)
Losses brought forward and utilised
Reduction in carrying value of deferred tax asset in respect of losses in
     
  - Australia
(191)
— 
— 
  - Ireland
(203)
— 
— 
Adjustments in respect of prior years
(47)
199 
355 
Actual tax charge
(469)
(1,127)
(703)

2012 compared with 2011
The high tax charge in 2012 reflects profits in high tax regimes (principally US) and losses in low tax regimes (principally Ireland), losses in overseas subsidiaries for which a deferred tax asset has not been recognised (principally Ireland), the reduction in the carrying value of deferred tax assets in Ireland in view of continuing losses, the reduction in the carrying value of deferred tax assets in Australia following the strategic changes to the Markets and International Banking businesses announced in January 2012, and the effect of the two reductions of 1% in the rate of UK corporation tax enacted in March 2012 and July 2012 on the net deferred tax balance.

2011 compared with 2010
The high tax charge in 2011 reflects profits in high tax regimes (principally US) and losses in low tax regimes (principally Ireland), losses in overseas subsidiaries for which a deferred tax asset has not been recognised (principally Ireland and the Netherlands) and the effect of two reductions of 1% in the rate of UK corporation tax enacted in March 2011 and July 2011 on the net deferred tax balance.
 
 
 
25

 
 
 
 
Business review continued

 
Divisional performance

Operating profit/(loss) by division
2012 
2011 
2010 
£m 
£m 
£m 
UK Retail
1,891 
2,021 
1,348 
UK Corporate
1,796 
1,924 
1,893 
Wealth
253 
248 
283 
International Banking
594 
755 
1,311 
Ulster Bank
(1,040)
(984)
(683)
US Retail & Commercial
754 
537 
349 
Retail & Commercial
4,248 
4,501 
4,501 
Markets
1,509 
899 
2,724 
Direct Line Group
441 
454 
(295)
Central items
143 
191 
630 
Core
6,341 
6,045 
7,560 
Non-Core
(2,879)
(4,221)
(5,715)
Managed basis
3,462 
1,824 
1,845 
Reconciling items
     
Own credit adjustments
(4,649)
1,914 
242 
Asset Protection Scheme
(44)
(906)
(1,550)
Payment Protection Insurance costs
(1,110)
(850)
— 
Interest Rate Hedging Products redress and related costs
(700)
— 
— 
Regulatory fines
(381)
— 
— 
Sovereign debt impairment
— 
(1,099)
— 
Interest rate hedge adjustments on impaired available-for-sale sovereign debt
— 
(169)
— 
Amortisation of purchased intangible assets
(178)
(222)
(369)
Integration and restructuring costs
(1,550)
(1,064)
(1,032)
Gain on redemption of own debt
454 
255 
553 
Strategic disposals
113 
(104)
171 
Bank levy
(175)
(300)
— 
Bonus tax
— 
(27)
(99)
Write-down of goodwill and other intangible assets
(518)
(11)
(10)
RFS Holdings minority interest
(20)
(7)
(150)
Operating loss including the results of Direct Line Group discontinued operations
(5,296)
(766)
(399)
Direct Line Group discontinued operations*
131 
(424)
245 
Group
(5,165)
(1,190)
(154)
 
* Included within Direct Line Group discontinued operations are the managed basis divisional results of Direct Line Group (DLG), certain DLG related activities in Central items and Non-Core, and related one-off and other items including write-down of goodwill, integration and restructuring costs and strategic disposals.

 
26

 
Business review continued

Impairment losses/(recoveries) by division
2012 
£m 
2011 
£m 
2010 
£m 
UK Retail
529 
788 
1,160 
UK Corporate
838 
793 
767 
Wealth
46 
25 
18 
International Banking
111 
168 
86 
Ulster Bank
1,364 
1,384 
1,161 
US Retail & Commercial
91 
326 
519 
Retail & Commercial
2,979 
3,484 
3,711 
Markets
37 
38 
65 
Central items
40 
(2)
Core
3,056 
3,520 
3,780 
Non-Core
2,223 
3,919 
5,476 
Managed basis
5,279 
7,439 
9,256 
Reconciling items
     
Sovereign debt impairment
— 
1,099 
— 
Interest rate hedge adjustments on impaired available-for-sale sovereign debt
— 
169 
— 
Group
5,279 
8,707 
9,256 
 
Net interest margin by division
2012 
2011 
2010 
UK Retail
3.58 
3.95 
3.89 
UK Corporate
3.06 
3.06 
2.89 
Wealth
3.73 
3.23 
3.26 
International Banking
1.64 
1.73 
1.92 
Ulster Bank
1.88 
1.87 
2.03 
US Retail & Commercial
3.00 
3.06 
2.82 
Retail & Commercial
2.92 
2.97 
2.91 
Non-Core
0.31 
0.63 
1.02 
       
Group net interest margin
1.92 
1.89 
2.03 


Risk-weighted assets by division
2012 
£bn 
2011 
£bn 
2010 
£bn 
UK Retail
45.7 
48.4 
48.8 
UK Corporate
86.3 
79.3 
84.2 
Wealth
12.3 
12.9 
12.5 
International Banking
51.9 
43.2 
51.7 
Ulster Bank
36.1 
36.3 
31.6 
US Retail & Commercial
56.5 
59.3 
57.4 
Retail & Commercial
288.8 
279.4 
286.2 
Markets
101.3 
120.3 
110.3 
Other
5.8 
12.0 
18.0 
Core
395.9 
411.7 
414.5 
Non-Core
60.4 
93.3 
153.7 
Group before benefit of Asset Protection Scheme
456.3 
505.0 
568.2 
Benefit of Asset Protection Scheme
— 
(69.1)
(105.6)
Group before RFS Holdings minority interest
456.3 
435.9 
462.6 
RFS Holdings minority interest
3.3 
3.1 
2.9 
Group
459.6 
439.0 
465.5 
 
 
 
27

 
 
 
Divisional performance continued
Employee numbers at 31 December
(full time equivalents rounded to the nearest hundred)

 
2012 
2011 
2010 
UK Retail
26,000 
27,700 
28,200 
UK Corporate
13,300 
13,600 
13,200 
Wealth
5,300 
5,700 
5,200 
International Banking
4,400 
5,400 
5,300 
Ulster Bank
4,500 
4,200 
4,200 
US Retail & Commercial
14,700 
15,400 
15,900 
Retail & Commercial
68,200 
72,000 
72,000 
Markets
11,200 
13,900 
15,700 
Direct Line Group
14,200 
14,900 
14,500 
Central items
6,800 
6,200 
4,700 
Core
100,400 
107,000 
106,900 
Non-Core
3,100 
4,700 
6,900 
 
103,500 
111,700 
113,800 
Business Services
33,200 
34,000 
34,400 
Integration and restructuring
500 
1,100 
300 
Group
137,200 
146,800 
148,500 
 

 
 
28

 
Business review continued

 
UK Retail
 
2012 
2011 
2010 
£m 
£m 
£m 
Net interest income
3,990 
4,302 
4,054 
Net fees and commissions
884 
1,066 
1,100 
Other non-interest income
95 
140 
322 
Non-interest income
979 
1,206 
1,422 
Total income
4,969 
5,508 
5,476 
Direct expenses
     
  - staff
(800)
(839)
(889)
  - other
(372)
(437)
(480)
Indirect expenses
(1,377)
(1,423)
(1,514)
 
(2,549)
(2,699)
(2,883)
Profit before impairment losses and insurance net claims
2,420 
2,809 
2,593 
Insurance net claims
— 
— 
(85)
Impairment losses
(529)
(788)
(1,160)
Operating profit
1,891 
2,021 
1,348 
       
Analysis of income by product
     
Personal advances
916 
1,089 
993 
Personal deposits
661 
961 
1,102 
Mortgages
2,367 
2,277 
1,984 
Cards
863 
950 
962 
Other, including bancassurance in 2010
162 
231 
435 
Total income
4,969 
5,508 
5,476 
       
Analysis of impairments by sector
     
Mortgages
92 
182 
177 
Personal
307 
437 
682 
Cards
130 
169 
301 
Total impairment losses
529 
788 
1,160 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase
  agreements) by sector
     
Mortgages
0.1% 
0.2% 
0.2% 
Personal
3.5% 
4.3% 
5.8% 
Cards
2.3% 
3.0% 
4.9% 
Total
0.5% 
0.7% 
1.1% 
       
Performance ratios
     
Return on equity (1)
24.4% 
24.5% 
16.3% 
Net interest margin
3.58% 
3.95% 
3.89% 
Cost:income ratio
51% 
49% 
53% 
       
 
 
 
29

 
Business review continued

 
UK Retail continued

 
2012 
£bn 
2011 
£bn 
2010 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross) (2)
     
  - mortgages
99.1 
95.0 
90.6 
  - personal
8.8 
10.1 
11.7 
  - cards
5.7 
5.7 
6.1 
 
113.6 
110.8 
108.4 
Loan impairment provisions
(2.6)
(2.7)
(2.7)
Net loans and advances to customers
111.0 
108.1 
105.7 
       
Risk elements in lending (2)
4.6 
4.6 
4.6 
Provision coverage (3)
58% 
58% 
59% 
       
Customer deposits (2)
107.6 
101.9 
96.1 
Assets under management (excluding deposits)
6.0 
5.5 
5.7 
Loan:deposit ratio (excluding repos)
103% 
106% 
110% 
Risk-weighted assets
45.7 
48.4 
48.8 
 
 
Notes:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions).
(2)
Includes businesses outlined for disposal: gross loans and advances to customers £7.6 billion (2011 - £7.3 billion; 2010 - £6.8 billion), risk elements in lending £0.5 billion (2011 and 2010 - £0.5 billion) and customer deposits £8.5 billion (2011 - £8.8 billion; 2010 - £9.0 billion).
(3)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.

Over the last four years UK Retail has undertaken stretching initiatives and undergone significant change in order to meet its goal to consistently improve the service it offers to its customers. Highlights in 2012 include:

·  
Continued progress on the RBS and NatWest Customer Charter commitments supporting our goal of becoming Britain’s most helpful retail bank;

·  
Providing more than £500 million of cheaper mortgages through the Government’s Funding for Lending Scheme (FLS), launched at the end of June 2012 and opened for drawings in August 2012, which represents 14% of all completions in the last quarter of 2012;

·  
Seeking and responding to customer feedback to enhance the retail mobile banking app which is used by more than two million customers to manage their money and complete over one million transactions every week;

·  
Increasing online banking webchat functionality to allow customers real-time access to an advisor, direct from their computer, who can answer queries and action basic account services 24 hours a day; and

·  
Continued to invest in simplifying processes to make it easier for customers to bank with us, including introducing more than 200 cash deposit machines and ATMs to further reduce queuing times in branches.
 
However, the business has also had setbacks in the year. Customers suffered from disruptions to payment systems in June. Throughout this time UK Retail staff worked tirelessly to deal quickly with the issues and provide full redress and compensation to customers affected. In addition, the provision relating to historic Payment Protection Insurance (PPI) mis-selling was increased by £1.1 billion in 2012, bringing total PPI expense to date to £2.2 billion. This expense is not included in operating profit. With the new UK conduct regulator examining many products and services along with associated disclosures and sales practices, there are likely to be further impacts to business practices and potential additional costs of redress. The business is actively working to ensure its products set and sales practices are appropriate.

Ross McEwan joined UK Retail as its new Chief Executive in September 2012 and spent considerable time engaging with customers and employees around the country and reviewing business processes and performance. With his management team, he has developed a range of initiatives, building upon existing efforts, which focus on simplifying processes and providing a better experience for all customers. Ultimately, with a lot of hard work, the goal is to be the best retail bank in the UK.

 
30

 
Business review continued
  
 
2012 compared with 2011
Operating profit fell by 6% as a 10% decline in income was only partly offset by lower costs, down 6%, and improved impairment losses, down 33%.

Mortgage balances grew by £4.1 billion with the share of new business at 10%, ahead of our stock level of 8%. Growth as a result of FLS was starting to appear by the end of the year as mortgage applications moved through the pipeline to completion. Deposit growth of 6% was in line with the market and drove a 300 basis point improvement in the loan:deposit ratio to 103%.

Net interest income was down 7% due to weaker deposit margins and reduction in unsecured balances, partly offset by mortgage growth. Unsecured balances now represent 13% of total loans and advances to customers compared with 23% in 2008, following realignment of risk appetite and strong mortgage growth. Net interest margin declined as a result of lower rates on current account hedges and increased competition on savings rates in the early part of the year, partly offset by widening asset margins.

Non-interest income was 19% lower mainly due to:
·  
lower unauthorised overdraft fees as we continue to help customers manage their finances by providing mobile text alerts and further improving mobile banking functionality;

·  
weak consumer confidence lowering spending and associated fees on cards; and

·  
lower investment income as a result of weak customer demand and less advisor availability due to restructuring and retraining in preparation for regulatory changes in 2013.

Costs were down £150 million, 6%, driven by the ongoing simplification of processes across the business, lower headcount and lower FSCS levy.

Impairment losses were £259 million or 33% lower, reflecting the continued benefit of risk appetite tightening in prior years and also a smaller unsecured loan book. Impairments as a percentage of loans and advances were 50 basis points versus 70 basis points in 2011.

Risk-weighted assets continued to improve over the year as the portfolio mix adjusted, with increases in lower-risk secured mortgages, decreases in unsecured lending and further quality improvements across the book.

2011 compared with 2010
UK Retail delivered strong full year results, as operating profit increased by £673 million to £2,021 million, despite continued uncertainty in the economic climate and the low interest rate environment. Profit before impairment losses and insurance net claims was up £216 million or 8%, while impairments fell by £372 million, with further improvements in the unsecured book and continued careful mortgage underwriting. Return on equity improved to 24.5%.

The division continued to focus on growing secured lending while at the same time building customer deposits, thereby reducing the Group’s reliance on wholesale funding. Loans and advances to customers grew 2%, with a change in mix from unsecured to secured as the Group actively sought to improve its risk profile. Mortgage balances grew by 5%, while unsecured lending contracted by 11%.

·  
Mortgage growth reflected continued strong new business levels. Gross mortgage lending market share of 10% continues above our stock position of 8%.

·  
Customer deposits grew 6%, outperforming the market total deposit growth of 3%. Savings balances grew by £6 billion, or 9%, with 1.5 million accounts opened, demonstrating the strength of our customer franchise and our strategy to further develop primary banking relationships.

Net interest income increased by 6% to £4,302 million, driven by strong balance sheet growth. Net interest margin increased 6 basis points recovering asset margins more than offset by more competitive savings rates and lower long term swap rate returns adversely impacting liability margins.

Non-interest income declined 15% to £1,206 million, primarily driven by lower investment and protection income as a result of the dissolution of the bancassurance joint venture. In addition, a number of changes have been made to support delivery of Helpful Banking, such as ‘Act Now’ text alerts, which have decreased fee income.

Overall expenses decreased by 6%. Cost reductions were driven by a clear management focus on process re-engineering and operational efficiency together with benefits from the dissolution of the bancassurance joint venture, partly offset by higher inflation rates in utility and mail costs.

Impairment losses decreased 32% to £788 million reflecting the impact of a strengthened risk appetite, and a more stable economic environment.

Risk-weighted assets were broadly stable, with volume growth in lower risk secured mortgages more than offset by a decrease in the unsecured portfolio.
 
 
31

 
Business review continued
  
 
UK Corporate

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Net interest income
2,974 
3,092 
3,000 
Net fees and commissions
1,365 
1,375 
1,353 
Other non-interest income
384 
396 
443 
Non-interest income
1,749 
1,771 
1,796 
Total income
4,723 
4,863 
4,796 
Direct expenses
     
  - staff
(928)
(922)
(912)
  - other
(364)
(390)
(411)
Indirect expenses
(797)
(834)
(813)
 
(2,089)
(2,146)
(2,136)
Profit before impairment losses
2,634 
2,717 
2,660 
Impairment losses
(838)
(793)
(767)
Operating profit
1,796 
1,924 
1,893 
       
Analysis of income by business
     
Corporate and commercial lending
2,636 
2,643 
2,571 
Asset and invoice finance
685 
660 
616 
Corporate deposits
568 
694 
738 
Other
834 
866 
871 
Total income
4,723 
4,863 
4,796 
       
Analysis of impairments by sector
     
Financial institutions
15 
20 
20 
Hotels and restaurants
52 
59 
52 
Housebuilding and construction
143 
103 
131 
Manufacturing
49 
34 
Private sector education, health, social work, recreational and community services
37 
113 
30 
Property
252 
170 
245 
Wholesale and retail trade, repairs
112 
85 
91 
Asset and invoice finance
40 
38 
64 
Shipping
82 
22 
Other
56 
149 
129 
Total impairment losses
838 
793 
767 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase
  agreements) by sector
     
Financial institutions
0.3% 
0.3% 
0.3% 
Hotels and restaurants
0.9% 
1.0% 
0.8% 
Housebuilding and construction
4.2% 
2.6% 
2.9% 
Manufacturing
1.0% 
0.7% 
— 
Private sector education, health, social work, recreational and community services
0.4% 
1.3% 
0.3% 
Property
1.0% 
0.6% 
0.8% 
Wholesale and retail trade, repairs
1.3% 
1.0% 
0.9% 
Asset and invoice finance
0.4% 
0.4% 
0.6% 
Shipping
1.1% 
0.3% 
0.1% 
Other
0.2% 
0.6% 
0.5% 
Total
0.8% 
0.7% 
0.7% 
       
Performance ratios
     
Return on equity (1)
14.5% 
15.2% 
13.6% 
Net interest margin
3.06% 
3.06% 
2.89% 
Cost:income ratio
44% 
44% 
45% 

Note:
(1)
Divisional return on equity is based on divisional operating profit after tax, divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions).
 
 
32

 
Business review continued
 
 
 
2012 
2011 
2010 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross) (1)
     
  - financial institutions
5.8 
5.8 
6.2 
  - hotels and restaurants
5.6 
6.1 
6.8 
  - housebuilding and construction
3.4 
3.9 
4.5 
  - manufacturing
4.7 
4.7 
5.4 
  - private sector education, health, social work, recreational and community services
8.7 
8.7 
9.0 
  - property
24.8 
28.2 
29.5 
  - wholesale and retail trade, repairs
8.5 
8.7 
9.9 
  - asset and invoice finance
11.2 
10.4 
9.9 
  - shipping
7.6 
7.8 
7.5 
  - other
26.7 
26.4 
25.1 
 
107.0 
110.7 
113.8 
Loan impairment provisions
(2.4)
(2.1)
(1.7)
Net loans and advances to customers
104.6 
108.6 
112.1 
       
Total third party assets
110.2 
114.2 
117.0 
Risk elements in lending (1)
5.5 
5.0 
4.0 
Provision coverage (2)
45% 
40% 
44% 
       
Customer deposits (1)
127.1 
126.3 
124.5 
Loan:deposit ratio (excluding repos)
82% 
86% 
90%
Risk-weighted assets
86.3 
79.3 
84.2 

Notes:
(1)
Includes businesses outlined for disposal: loans and advances to customers £11.3 billion (2011 - £12.2 billion; 2010 - £13.9 billion), risk elements in lending £0.9 billion (2011 - £1.0 billion; 2010 - £1.2 billion) and customer deposits £13.0 billion (2011- £13.0 billion; 2010 - £15.0 billion).
(2)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.

During 2012, UK Corporate continued to support its customers and the UK economy and further demonstrated a commitment to the communities it operates in.

RBS was the first bank to support the Government’s Funding for Lending Scheme (FLS). The division is using the FLS to stimulate loan demand through reduced interest rates for its customers. Since the scheme’s launch, UK Corporate has supported over 11,000 SMEs with over £1.7 billion of allocated funds through FLS initiatives. In addition, UK Corporate is providing targeted support to manufacturers through its Manufacturing Fund. This has made £1 billion available to customers, facilitating investment in technology and innovation and freeing up working capital. UK Corporate launched a Carbon Reduction Fund which provides £200 million of ring-fenced funding for businesses undertaking energy-efficiency projects. The division has also supported its clients in accessing the corporate bond markets. Corporate clients raised a total of £19 billion of bonds in 2012.

Throughout the year, UK Corporate has also continued to invest in the service it delivers to its customers through:

·  
The introduction of a new enhanced telephony and online offering, Business Connect. This already supports over 170,000 small business customers, offering telephony access to experienced relationship managers from 8am to 8pm, in addition to its traditional branch and relationship manager network;

·  
New mobile banking apps that allow customers to manage multiple accounts, make payments and transfers, and view detailed statements. In 2012 over 70,000 users were using the app twice a day, transacting more than £700 million since launch; and

·  
Regional ‘Great place to do business’ events which bring investors, local authorities and prominent members of the community together to identify opportunities for stimulating growth in the community.

UK Corporate has invested significantly to further enhance the skills of its people. As part of improvements to its specialist sector propositions, the business is tailoring its industry leading accreditation programme with industry specific modules. The bespoke modules are endorsed by key sector bodies such as the National Farmers’ Union.

UK Corporate was the first high street bank to support the Evening Standard and City Gateway apprenticeship initiative, hiring an initial 16 young people onto its scheme.
 
 
 
33

 
Business review continued
 

UK Corporate continued
2012 compared with 2011
With economic factors continuing to suppress business confidence, 2012 saw lower income and operating profit. Nonetheless, the business delivered a return on equity of 14.5%, slightly below the prior year and comfortably ahead of the cost of capital.

Operating profit decreased by 7%, with income down 3% and increased impairments, up 6%, partially offset by a 3% decrease in costs.

Net interest income was 4% lower, reflecting a 3% fall in lending volumes as loan repayments outstripped new lending, deposit margin compression due to strong competition and the continuation of low yields on current accounts. This was partially offset by improved asset margins and a 1% increase in deposit volumes.

Non-interest income was broadly in line with 2011, with stable income from transaction services, asset finance, Markets revenue share and other lending fees.

Total costs were down 3% due to tight control over direct discretionary expenditure combined with lower indirect costs as a result of operational savings, partially offset by increased investment expenditure.

Core lending balances were up £200 million, excluding the property, housebuilding and construction sectors. The loan:deposit ratio decreased by 400 basis points, principally reflecting deposit growth and portfolio de-risking, particularly in commercial real estate. The Group took part in a number of Government initiatives, seeking responsibly to stimulate additional credit demand in the face of continued customer deleveraging and low business confidence levels.

Impairments increased by 6% with lower specific provisions, mainly in the SME business, more than offset by reduced levels of latent provision releases across the division (£44 million in 2012 versus £226 million in 2011). Impairments as a percentage of loans and advances edged up modestly to 80 basis points.

Risk-weighted assets increased by 9% as regulatory changes to capital models during H2 2012 totalling £15 billion (primarily the implementation of the market-wide slotting approach on real estate and increases to default risk weights in other models) were partly offset by a fall in funded assets.

Not reflected in operating results was UK Corporate’s £350 million share of the provision for interest rate swap redress which relates to prior periods, mainly pre-2008.

2011 compared with 2010
Operating profit increased by 2% to £1,924 million, as higher income was partially offset by higher impairments and an increase in expenses.

Net interest income increased by 3%. Net interest margin improved 17 basis points with benefits from re-pricing the lending portfolio and the revision to income deferral assumptions in Q1 2011 partially offset by increased funding costs together with continued pressure on deposit margins. A 1% increase in deposit balances supported an improvement in the loan:deposit ratio to 86%.

Non-interest income decreased by 1% as a result of lower Markets cross-sales and fee income, partially offset by increased Invoice Finance and Lombard income.

Excluding the £29 million OFT penalty in 2010, total costs increased by 2%, largely reflecting increased investment in the business and higher costs of managing the non-performing book.

Impairments of £793 million were 3% higher due to increased specific impairments and collectively assessed provisions, partially offset by lower latent loss provisions.
 
 
 
34

 
Business review continued

 
Wealth

 
2012 
2011 
2010 
£m 
£m 
£m 
Net interest income
720 
645 
588 
Net fees and commissions
366 
375 
376 
Other non-interest income
84 
84 
71 
Non-interest income
450 
459 
447 
Total income
1,170 
1,104 
1,035 
Direct expenses
     
  - staff
(424)
(413)
(382)
  - other
(223)
(195)
(142)
Indirect expenses
(224)
(223)
(210)
 
(871)
(831)
(734)
Profit before impairment losses
299 
273 
301 
Impairment losses
(46)
(25)
(18)
Operating profit
253 
248 
283 
       
Analysis of income
     
Private banking
956 
902 
836 
Investments
214 
202 
199 
Total income
1,170 
1,104 
1,035 
       
Performance ratios
     
Return on equity (1)
13.7% 
13.1% 
15.9% 
Net interest margin
3.73% 
3.23% 
3.26% 
Cost:income ratio
74% 
75% 
71% 
       
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross)
     
  - mortgages
8.8 
8.3 
7.8 
  - personal
5.5 
6.9 
6.7 
  - other
2.8 
1.7 
1.6 
 
17.1 
16.9 
16.1 
Loan impairment provisions
(0.1)
(0.1)
(0.1)
Net loans and advances to customers
17.0 
16.8 
16.0 
       
Risk elements in lending
0.2 
0.2 
0.2 
Provision coverage (2)
44% 
38% 
30% 
Assets under management (excluding deposits)
28.9 
30.9 
33.9 
       
Customer deposits
38.9 
38.2 
37.1 
Loan:deposit ratio (excluding repos)
44% 
44% 
43% 
Risk-weighted assets
12.3 
12.9 
12.5 

Notes:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions).
(2)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.
 

 
 
35

 
Business review continued
 
 
Wealth continued
2012 saw improved performance overall, with higher lending and deposit margins and volumes driving higher income.

In 2012 the Coutts businesses continued to focus on implementing and delivering the new divisional strategy outlined in 2011. The sale of Coutts’ Latin American businesses and the completion of the rollout of Coutts global technology platform in the UK were tangible examples of this. By the end of the year the division had exited over 100 countries since the strategy was introduced and was serving clients in the remaining countries through one central operating platform, a clear demonstration of the division’s commitment to its strategy.

In the UK, Q4 2012 saw the launch of Coutts’ new Retail Distribution Review (RDR)-compliant advice proposition and products. Significant investment was made during 2012 to ensure clients would continue to receive the best service, advice and products based on their specific needs. One example of this was the introduction of seven new UK and global RDR-compliant multi-asset funds, allowing clients to continue to invest in a broad range of asset classes matched to their needs and risk appetites.

Clients in the UK also benefited from the launch of the Coutts Mobile service in October, offering clients greater choice and flexibility in the way they manage their banking needs electronically.

In the International business, the division further invested in Dubai, Singapore and Mumbai as it continued to embed its targeted growth strategy. Clients also benefited from enhancements to the collateralised lending programme, where higher lending limits and a greater number of currencies available has increased its relevance to clients.

2012 compared with 2011
Operating profit increased by £5 million, or 2% to £253 million driven by higher income partially offset by increased expenses and impairment losses.

Total income increased by £66 million, with net interest income up £75 million, largely driven by improvements in margins and strong divisional treasury income, particularly during H1 2012.

Non-interest income fell by 2% as the gain from the disposal of the Latin American, Caribbean and African businesses was more than offset by a decline in fee income in the UK and lower investment volumes, driven by continued economic uncertainty.

Expenses were £40 million or 5% higher at £871 million, with significant investment in change programmes, including the development of new products and services capability and the implementation of RDR in the UK.

Expenses also increased as a result of client redress following a past business review into the sale of the ALICO Enhanced Variable Rate Fund announced in November 2011 and a Financial Services Authority fine of £8.75 million relating to Anti Money Laundering control processes.

Client assets and liabilities fell by 1% with a £2 billion decrease in assets under management, primarily reflecting low margin client outflows of £1.4 billion and the impact of client transfers following the disposal of the Latin American, Caribbean and African businesses. This fall was partially offset by increases in lending and deposit volumes.

Impairment losses were £46 million, up £21 million, largely reflecting a small number of large specific impairments.

2011 compared with 2010
Operating profit decreased by 12% on 2010 to £248 million, driven by increases in expenses (13%) and impairments (39%) partially offset by a 7% growth in income.

Income increased by £69 million with a strong treasury income and increases in lending and deposit volumes. Non-interest income rose 3%, with investment income growing 2% despite turbulent market conditions.

Expenses increased by £97 million, largely driven by adverse foreign exchange movements and headcount growth to service the increased revenue base. Additional strategic investment in technology enhancement, rebranding and programmes to support regulatory change also contributed to the increase.

Client assets and liabilities managed by the division decreased by 1%. Customer deposits grew 3% in a competitive environment and lending volumes grew 5%. Assets under management declined 9%, with fund outflows contributing 3% of the decrease and market conditions making up the balance.

 
36

 
Business review continued

 
International Banking

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Net interest income from banking activities
922 
1,199 
1,353 
Funding costs of rental assets
(9)
(42)
(37)
Net interest income
913 
1,157 
1,316 
Non-interest income
1,209 
1,398 
1,961 
Total income
2,122 
2,555 
3,277 
Direct expenses
     
  - staff
(577)
(706)
(871)
  - other
(162)
(226)
(274)
Indirect expenses
(678)
(700)
(735)
 
(1,417)
(1,632)
(1,880)
Profit before impairment losses
705 
923 
1,397 
Impairment losses
(111)
(168)
(86)
Operating profit
594 
755 
1,311 
       
Of which:
     
Ongoing businesses
602 
773 
1,348 
Run-off businesses
(8)
(18)
(37)
       
Analysis of income by product
     
Cash management
943 
940 
1,368 
Trade finance
291 
275 
243 
Loan portfolio
865 
1,265 
1,578 
Ongoing businesses
2,099 
2,480 
3,189 
Run-off businesses
23 
75 
88 
Total income
2,122 
2,555 
3,277 
       
Analysis of impairments by sector
     
Manufacturing and infrastructure
42 
254 
(17)
Property and construction
17 
102 
Transport and storage
(3)
11 
— 
Telecommunications, media and technology
12 
— 
Banks and financial institutions
43 
(42)
49 
Other
10 
(72)
(55)
Total impairment losses
111 
168 
86 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase
  agreements)
0.3% 
0.3% 
0.2% 
       
Performance ratios (ongoing businesses)
     
Return on equity (1)
9.2% 
11.5% 
15.4% 
Net interest margin
1.64% 
1.73% 
1.92% 
Cost:income ratio
66% 
62% 
55% 
 
Note:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions), for the ongoing businesses.
 
 
 
37

 
 
 
International Banking continued

 
2012 
£bn 
2011 
£bn 
2010 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross) (1)
42.2 
57.7 
62.9 
Loan impairment provisions
(0.4)
(0.8)
(0.8)
Net loans and advances to customers
41.8 
56.9 
62.1 
Loans and advances to banks
4.7 
3.4 
3.9 
Securities
2.6 
6.0 
6.8 
Cash and eligible bills
0.5 
0.3 
0.7 
Other
3.4 
3.3 
4.4 
       
Total third party assets (excluding derivatives mark-to-market)
53.0 
69.9 
77.9 
Risk elements in lending
0.4 
1.6 
1.5 
Provision coverage (2)
93% 
52% 
58% 
       
Customer deposits (excluding repos)
46.2 
45.1 
43.7 
Bank deposits (excluding repos)
5.6 
11.4 
7.3 
Loan:deposit ratio (excluding repos and conduits)
85% 
103% 
112% 
Risk-weighted assets
51.9 
43.2 
51.7 
       
 
£m 
£m 
£m 
Run-off businesses (1)
     
Total income
23 
75 
88 
Direct expenses
(31)
(93)
(125)
Operating loss
(8)
(18)
(37)

Notes:
(1)
Excludes disposal groups.
(2)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.
(3)
Run-off businesses consist of the exited corporate finance businesses.

International Banking was formed in January 2012 to create an integrated, client-focused business which serves RBS’s large global customers’ financing, risk management, trade finance, payments and cash management needs internationally.

Since its formation, the division has made significant progress in strengthening its balance sheet and making efficient use of resources. The loan portfolio decreased significantly due to strategic reduction initiatives and disciplined capital allocation. The division’s liability composition also improved, with additional customer deposits raised in the final quarter and the strategic run-off of commercial paper and short-term bank deposits.

Performance in 2012 was restricted by macroeconomic pressures and additional regulatory requirements across the industry. Given these constraints, International Banking kept its focus on cost control throughout the year.

Despite these headwinds, the division was recognised externally for its efforts in serving its customers’ needs, helping RBS Group gain awards such as:
·  
Top European investment grade corporate bond bookrunner (Dealogic).

·  
Number one cash management manager in the UK and number two in Europe (Euromoney Cash Management Survey).

·  
Quality Leader in Large Corporate Trade Finance in the UK, and number one for Large Corporate Trade Finance Penetration in the UK (Greenwich).
 
 
 
38

 
Business review continued

 
2012 compared with 2011
Operating profit decreased by £161 million as a decline in income was only partially mitigated by lower expenses and impairment losses.

Income was 17% lower:
·  
Loan portfolio decreased by 32%, mainly due to a strategic reduction in assets, in order to allocate capital more efficiently, and the effect of portfolio credit hedging and lower corporate appetite for risk management activities.

·  
Cash management was broadly in line with the previous year. Deposit margins declined following reductions in both three month LIBOR and five year fixed rates across Europe; however, this was offset by lower liquidity costs due to the strategic initiative to reduce short-term bank deposits.

·  
Trade finance increased by 6% as a result of increased activity, particularly in Asia.

·  
The restructuring in 2012 led to a reduction in activities undertaken in the division, which contributed to a decline in income.

Expenses declined by £215 million, reflecting planned restructuring initiatives following the formation of the International Banking division. Savings were achieved through headcount reduction, run-off of discontinued businesses and a resulting decrease in infrastructure support costs. Revenue-linked expenses also fell in line with the decrease in income.

Impairment losses decreased by £57 million with the non-repeat of a single name impairment.

Third party assets declined by 24%, with targeted reductions in the lending portfolio following a strategic reduction in assets.

Customer deposits increased by 2%. Successful efforts to rebuild customer confidence following the Moody’s credit rating downgrade and the Group technology incident in June 2012 outweighed economic pressures. This, coupled with the managed reduction in loans and advances to customers, improved the loan:deposit ratio to 85%.

Bank deposits were down 51%, mainly as a result of lower short-term balances, reflecting a strategic initiative to reduce liquidity outflow risk.

Risk-weighted assets increased by 20%, reflecting the impact of regulatory uplifts partially offset by successful mitigation through balance sheet reduction. Risk-weighted asset intensity in the loan book has increased significantly given the uplifts, which will result in strategic adjustments going forward.

2011 compared with 2010
Operating profit was down 42%, partly reflecting the sale of Global Merchant Services (GMS) which completed on 30 November 2010. Adjusting for the disposal, operating profit decreased 32%, driven by a decrease in income and an impairment provision on a single name in 2011.

Excluding GMS income of £451, income was 10% lower despite the success of deposit-gathering initiatives, as customer deposits increased £1 billion in a competitive environment.

Excluding GMS expenses of £244 million, expenses decreased by £4 million, reflecting business improvement initiatives and investment in technology and support infrastructure.

Impairment losses increased to £168 million compared with £86 million in 2010 reflecting a single name impairment.
 

 
 
39

 
Business review continued
 
 
Ulster Bank

 
2012 
2011 
2010 
£m 
£m 
£m 
Net interest income
649 
736 
839 
Net fees and commissions
145 
142 
156 
Other non-interest income
51 
69 
58 
Non-interest income
196 
211 
214 
Total income
845 
947 
1,053 
Direct expenses
     
  - staff
(211)
(221)
(237)
  - other
(49)
(67)
(74)
Indirect expenses
(261)
(259)
(264)
 
(521)
(547)
(575)
Profit before impairment losses
324 
400 
478 
Impairment losses
(1,364)
(1,384)
(1,161)
Operating loss
(1,040)
(984)
(683)
       
Analysis of income by business
     
Corporate
360 
435 
521 
Retail
360 
428 
465 
Other
125 
84 
67 
Total income
845 
947 
1,053 
       
Analysis of impairments by sector
     
Mortgages
646 
570 
294 
Corporate
     
  - property
276 
324 
375 
  - other corporate
389 
434 
444 
Other lending
53 
56 
48 
Total impairment losses
1,364 
1,384 
1,161 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase
  agreements) by sector
     
Mortgages
3.4% 
2.9% 
1.4% 
Corporate
     
  - property
6.4% 
6.8% 
6.9% 
  - other corporate
5.0% 
5.6% 
4.9% 
Other lending
3.8% 
3.5% 
3.7% 
Total
4.2% 
4.1% 
3.1% 
       
Performance ratios
     
Return on equity (1)
(21.8%)
(22.8%)
(16.8%)
Net interest margin
1.88% 
1.87% 
2.03% 
Cost:income ratio
62% 
58% 
55% 

Note:
(1)
Divisional return on equity is based on divisional operating loss after tax divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions).

 
40

 
Business review continued

 
 
2012 
2011 
2010 
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross)
     
  - mortgages
19.2 
20.0 
21.2 
  - corporate
     
      - property
4.3 
4.8 
5.4 
      - other corporate
7.8 
7.7 
9.0 
  - other lending
1.3 
1.6 
1.3 
 
32.6 
34.1 
36.9 
Loan impairment provisions
(3.9)
(2.7)
(1.6)
Net loans and advances to customers
28.7 
31.4 
35.3 
       
Risk elements in lending
     
  - mortgages
3.1 
2.2 
1.5 
  - corporate
     
      - property
1.9 
1.3 
0.7 
      - other corporate
2.3 
1.8 
1.2 
  - other lending
0.2 
0.2 
0.2 
Total risk elements in lending
7.5 
5.5 
3.6 
Provision coverage (1)
52% 
50% 
45% 
       
Customer deposits
22.1 
21.8 
23.1 
Loan:deposit ratio (excluding repos)
130% 
143% 
152% 
Risk-weighted assets
36.1 
36.3 
31.6 
       
Spot exchange rate - €/£
1.227 
1.196 
1.160 
 
Note:
(1)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.

The challenging macroeconomic environment across the island of Ireland had a significant impact on Ulster Bank’s financial performance for 2012. There were some emerging signs of improvement in the Republic of Ireland economy during Q4 2012, most notably in the availability of institutional funding, some stabilisation of residential property prices and continued economic growth, albeit modest.
 
While impairment levels remained elevated during 2012, net interest margin and expense management improved. Further progress was made on Ulster Bank’s deposit gathering strategy with customer deposit balances increasing by 9% in Q4 2012, driving a significant reduction in the loan to deposit ratio.

Following the Group technology incident in June 2012, Ulster Bank made significant efforts to help customers who were affected, extending branch hours, tripling call centre staff and providing full redress.
 
 
41

 
 
 
Ulster Bank continued
2012 compared with 2011
Operating loss increased by £56 million primarily reflecting a reduction in income driven by lower interest earning asset volumes.

Total expenses fell by £26 million, reflecting the benefits of cost saving initiatives.

Impairment losses remained elevated, as weak underlying credit metrics prevailed. Falling asset values throughout most of 2012 and high levels of unemployment coupled with weak domestic demand continued to depress the property market. The impairment charge for 2012 was driven by a combination of new defaulting customers and deteriorating security values. Risk elements in lending increased by £2 billion during the year reflecting continued difficult conditions in both the commercial and residential property sectors.

The loan to deposit ratio improved from 143% to 130%, driven by a combination of deposit growth and a decrease in the loan book. The loan book increased by 1% as a result of movements in foreign exchange rates offset by natural amortisation and limited new lending due to low levels of market demand. Retail and SME deposits increased by 8%; however, this was partly offset by outflows of wholesale balances driven by market volatility and the impact of a rating downgrade in the second half of 2011.

2011 compared with 2010
Profit before impairment losses decreased by £78 million in 2011 with lower income partially mitigated by cost savings. Impairment losses of £1,384 million increased by 19% from 2010 resulting in an operating loss of £984 million, 44% higher than 2010.

Income fell by 10% driven by a contracting performing loan book coupled with higher funding costs. Loans and advances to customers decreased by 8% during 2011.

Expenses fell by 5% reflecting tight management of the cost base across the business.

Impairment losses increased by 19% largely reflecting the deterioration in credit metrics on the mortgage portfolio driven by a combination of higher debt flow and further fall in asset prices.

Despite intense competition, retail and small business deposit balances have grown strongly throughout 2011, driven by the benefits of a focused deposit gathering strategy. However, total customer deposit balances fell by 6% largely driven by the outflow of wholesale customer balances due to rating downgrades.

Risk-weighted assets increased by 15% in 2011 reflecting the deterioration in credit risk metrics.
 
 
 
42

 
Business review continued

 
US Retail & Commercial

 
2012 
2011 
2010 
 
2012 
2011 
2010 
 
US$m 
US$m 
US$m 
 
£m 
£m 
£m 
Net interest income
3,087 
3,048 
2,940 
 
1,948 
1,900 
1,902 
Net fees and commissions
1,233 
1,350 
1,328 
 
778 
841 
859 
Other non-interest income
579 
473 
464 
 
365 
296 
301 
Non-interest income
1,812 
1,823 
1,792 
 
1,143 
1,137 
1,160 
Total income
4,899 
4,871 
4,732 
 
3,091 
3,037 
3,062 
Direct expenses
             
  - staff
(1,313)
(1,344)
(1,238)
 
(828)
(838)
(801)
  - other
(833)
(893)
(897)
 
(526)
(557)
(580)
  - litigation settlement
(138)
— 
— 
 
(88)
— 
— 
Indirect expenses
(1,274)
(1,250)
(1,255)
 
(804)
(779)
(813)
 
(3,558)
(3,487)
(3,390)
 
(2,246)
(2,174)
(2,194)
Profit before impairment losses
1,341 
1,384 
1,342 
 
845 
863 
868 
Impairment losses
(145)
(524)
(802)
 
(91)
(326)
(519)
Operating profit
1,196 
860 
540 
 
754 
537 
349 
               
Average exchange rate - US$/£
       
1.585 
1.604 
1.546 
               
Analysis of income by product
             
Mortgages and home equity
856 
744 
786 
 
541 
463 
509 
Personal lending and cards
643 
709 
761 
 
405 
442 
492 
Retail deposits
1,364 
1,487 
1,465 
 
860 
927 
948 
Commercial lending
965 
936 
901 
 
609 
584 
583 
Commercial deposits
698 
667 
627 
 
441 
416 
406 
Other
373 
328 
192 
 
235 
205 
124 
Total income
4,899 
4,871 
4,732 
 
3,091 
3,037 
3,062 
               
Analysis of impairments by sector
             
Residential mortgages
(2)
44 
85 
 
(1)
28 
55 
Home equity
150 
165 
164 
 
95 
103 
106 
Corporate and commercial
(120)
88 
354 
 
(77)
55 
228 
Other consumer
104 
101 
146 
 
65 
61 
96 
Securities
13 
126 
53 
 
79 
34 
Total impairment losses
145 
524 
802 
 
91 
326 
519 
               
Loan impairment charge as % of gross customer loans and
  advances (excluding reverse repurchase agreements) by sector
             
Residential mortgages
— 
0.5% 
0.9% 
 
— 
0.5% 
0.9% 
Home equity
0.7% 
0.7% 
0.7% 
 
0.7% 
0.7% 
0.7% 
Corporate and commercial
(0.3%)
0.2% 
1.1% 
 
(0.3%)
0.2% 
1.1% 
Other consumer
0.8% 
0.8% 
1.4% 
 
0.8% 
0.8% 
1.4% 
Total
0.2% 
0.5% 
1.0% 
 
0.2% 
0.5% 
1.0% 
               
Performance ratios
             
Return on equity (1)
8.3% 
6.3% 
3.7% 
 
8.3% 
6.3% 
3.7% 
Adjusted return on equity (non-GAAP) (2)
8.9% 
6.3% 
3.7% 
 
8.9% 
6.3% 
3.7% 
Net interest margin
3.00% 
3.06% 
2.82% 
 
3.00% 
3.06% 
2.82% 
Cost:income ratio
73% 
72% 
72% 
 
73% 
72% 
72% 
Adjusted cost:income ratio (2)
71% 
72% 
72% 
 
71% 
72% 
72% 
 
Notes:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions).
(2)
Excludes litigation settlement and net gain on sale of Visa B shares in 2012 of £88 million (US$138 million) and £39 million (US$62 million) .
 
 
43

 
Business review continued
 

US Retail & Commercial continued

 
2012 
2011 
2010 
 
2012 
2011 
2010 
 
US$bn 
US$bn 
US$bn 
 
£bn 
£bn 
£bn 
Capital and balance sheet
             
Loans and advances to customers (gross)
             
  - residential mortgages
9.4 
9.4 
9.4 
 
5.8 
6.1 
6.1 
  - home equity
21.5 
23.1 
23.6 
 
13.3 
14.9 
15.2 
  - corporate and commercial
38.5 
35.3 
31.7 
 
23.8 
22.9 
20.5 
  - other consumer
13.5 
12.0 
10.7 
 
8.4 
7.7 
6.9 
 
82.9 
79.8 
75.4 
 
51.3 
51.6 
48.7 
Loan impairment provisions
(0.9)
(1.1)
(1.2)
 
(0.5)
(0.7)
(0.8)
Net loans and advances to customers
82.0 
78.7 
74.2 
 
50.8 
50.9 
47.9 
               
Total third party assets
117.3 
117.3 
112.4 
 
72.5 
75.8 
72.4 
Investment securities
19.5 
23.5 
21.4 
 
12.0 
15.2 
13.8 
Risk elements in lending
             
  - retail
1.3 
1.0 
0.7 
 
0.8 
0.6 
0.4 
  - commercial
0.6 
0.6 
0.7 
 
0.3 
0.4 
0.5 
Total risk elements in lending
1.9 
1.6 
1.4 
 
1.1 
1.0 
0.9 
Provision coverage (1)
48% 
72% 
85% 
 
48% 
72% 
85% 
               
Customer deposits (excluding repos)
95.6 
92.8 
92.1 
 
59.2 
60.0 
59.3 
Bank deposits (excluding repos)
2.9 
8.0 
9.5 
 
1.8 
5.2 
6.1 
Loan:deposit ratio (excluding repos)
86% 
85% 
81% 
 
86% 
85% 
81% 
Risk-weighted assets
91.3 
91.8 
89.1 
 
56.5 
59.3 
57.4 
               
Spot exchange rate - US$/£
       
1.616 
1.548 
1.552 
 
Note:
(1)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.

In the first quarter of 2012, RBS Citizens implemented five strategic priorities to sharpen the division’s back-to-basics strategy. The strategy is founded on the belief that building an engaged workforce which is focused on the customer experience and on being their primary banking partner, with an embedded culture of risk management, will position the franchise to deliver financial results consistent with a top performing regional bank.

Efforts in both the Consumer and Commercial businesses throughout 2012 were aligned with those priorities and our customers have acknowledged our efforts. According to a 2012 survey conducted by American Banker, RBS Citizens was ranked in the top ten of US banks for corporate reputation, an improvement of eight places from 2011.

Core Customer Commitments were implemented in Consumer Banking’s branch network at the end of last year. Early indications show progress towards the Commitments’ aim to enhance customer experience:

·  
At the end of 2012, 77% of customers surveyed externally were ‘completely satisfied’ or ‘very satisfied’, compared with the peer average of 71%.

·  
RBS Citizens’ net promoter score, a measure of how likely customers are to recommend the bank, increased to 20% over the course of 2012 and was over ten percentage points above the peer average.
 
Consumer Banking further improved and expanded its distribution channels and product capabilities including the roll-out of intelligent deposit machines and the on-going build out of its mortgage capabilities, reaching the top 20 nationally for mortgage originations in 2012. The business made enhancements to its mobile banking services and subsequently its apps for both iPhone and Android were rated the ‘best integrated apps’ in the industry based on an analysis of consumer ratings conducted by Javelin Strategy & Research.

In 2012, Commercial Banking responded to client feedback, introducing its own core Client Commitments and developing a new Commercial Client on-boarding process to improve the way clients are welcomed to RBS Citizens.

Commercial Banking took further significant steps towards strengthening its customer proposition with a more streamlined, efficient and integrated service and product offering by integrating the Treasury Solutions, Foreign Exchange and Interest Rate Derivatives functions into Commercial Banking.

The business made good progress towards expanding its capital markets capabilities. At the end of 2012, RBS Citizens ranked #4 in the new capital markets business for middle market customers within the footprint, and ranked in the top ten nationally.
 

 
 
44

 
Business review continued

 
2012 compared with 2011
US Retail & Commercial posted an operating profit of £754 million ($1,196 million), up £217 million ($336 million), or 40%, from 2011. Excluding the £88 million ($138 million) litigation settlement in Q1 2012 and the £39 million ($62 million) net gain on the sale of Visa B shares in Q2 2012, operating profit was up £266 million ($412 million), or 50%, largely reflecting lower impairment losses due to an improved credit environment.

Net interest income was up £48 million ($39 million), or 3%, driven by targeted commercial loan growth, deposit pricing discipline and lower funding costs. This was partially offset by consumer loan run-off and lower asset yields reflecting prevailing economic conditions.

Non-interest income was up £6 million. In US dollar terms non-interest income was down $11 million, or 1%, reflecting a decline in debit card fees as a result of the Durbin Amendment legislation and lower securities gains and deposit fees. This was largely offset by strong mortgage banking fees of £69 million ($109 million), up 71%, and the £47 million ($75 million) gross gain on the sale of Visa B shares.

Gross loans and advances to customers were down £0.3 billion. In US dollar terms loans and advances to customers were up $3.1 billion, or 4%, due to strong growth in commercial loan volumes.

Customer deposits decreased by 1% as a result of movements in foreign exchange rates partially offset by strong growth achieved in checking balances. Consumer checking balances fell by 1% while small business checking balances grew by 4% over the year.

Excluding the £88 million ($138 million) litigation settlement, relating to a class action lawsuit regarding the way overdraft fees were assessed on customer accounts prior to 2010, and the £8 million ($13 million) litigation reserve associated with the sale of Visa B shares, and a one-off £21 million ($33 million) pension gain in Q4 2012, total expenses were down 1%, reflecting lower loan collection costs and the elimination of the Everyday Points rewards programme for consumer debit card customers, partially offset by higher operational losses.

During the year, RBS Citizens offered former employees a one-time opportunity to receive the value of future pension benefits as a single lump sum payment. The transaction allowed RBS Citizens to partially de-risk its pension plan and future liability under the plan. A strong participant take-up rate of 60% enabled RBS Citizens to reduce its pension liability by 17% and recognise a £21 million ($33 million) accounting gain.

Impairment losses were down £235 million ($379 million), or 72%, reflecting an improved credit environment and lower impairments on securities. Loan impairments improved by £168 million ($266 million) driven primarily by commercial loan impairments. Impairments as a percentage of loans and advances fell to 20 basis points.

2011 compared with 2010
Operating profit increased to £537 million ($860 million) from £349 million ($540 million), an increase of £188 million ($320 million), or 54%. Excluding a credit of £73 million ($113 million) related to changes to the defined benefit plan in Q2 2010, operating profit increased £261 million ($433 million), or 95%, substantially driven by lower impairments and improved income.

The macroeconomic operating environment remained challenging, with low rates, high unemployment, a soft housing market, sluggish consumer activity and the continuing impact of legislative changes including the Durbin Amendment in the Dodd-Frank Act which became effective on 1 October 2011.

The Durbin Amendment lowers the allowable interchange on debit transactions to $0.23-$0.24 per transaction. The current annualised impact of the Durbin Amendment is estimated at £94 million ($150 million).

Net interest income was down £2 million. In US dollar terms, net interest income increased by $108 million, or 4%. Net interest margin improved by 24 basis points to 3.06% reflecting changes in deposit mix, continued discipline around deposit pricing and the positive impact from the balance sheet restructuring programme carried out during Q3 2010 combined with strong commercial loan growth, partially offset by run-off of consumer loans.

Non-interest income was down £23 million. In US dollar terms, non interest income increase by $31 million, or 2%. The increase was primarily driven by higher account and transaction fees, partially offset by the impact of legislative changes on debit card and deposit fees.

Excluding the defined benefit plan credit of £73 million ($113 million) in Q2 2010, total expenses were down £93 million ($16 million), 4%, due to a number of factors including lower Federal Deposit Insurance Corporation (FDIC) deposit insurance levies, and lower litigation and marketing costs, partially offset by higher regulatory costs.

Impairment losses declined by £193 million ($278 million), or 37%, largely reflecting an improved credit environment slightly offset by higher impairments related to securities. Loan impairments as a percentage of loans and advances improved to 0.5% from 1.0%.

Customer deposits were up 1% with particularly strong growth achieved in checking balances. Consumer checking balances grew by 6%, while small business checking balances grew by 5% over the year.
 

 
 
45

 
Business review continued

 
Markets

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Net interest income
111 
67 
581 
Net fees and commissions receivable
128 
371 
520 
Income from trading activities
4,105 
3,846 
5,020 
Other operating income
139 
131 
112 
Non-interest income
4,372 
4,348 
5,652 
Total income
4,483 
4,415 
6,233 
Direct expenses
     
  - staff
(1,453)
(1,963)
(2,082)
  - other
(721)
(746)
(663)
Indirect expenses
(763)
(769)
(699)
 
(2,937)
(3,478)
(3,444)
Profit before impairment losses
1,546 
937 
2,789 
Impairment losses
(37)
(38)
(65)
Operating profit
1,509 
899 
2,724 
       
Of which:
     
Ongoing businesses
1,564 
943 
2,743 
Run-off businesses
(55)
(44)
(19)
       
Analysis of income by product
     
Rates
2,006 
1,474 
2,312 
Currencies
757 
1,060 
1,047 
Asset backed products (ABP)
1,318 
1,254 
1,479 
Credit markets
862 
616 
1,350 
Investor products and equity derivatives
224 
593 
672 
Total income ongoing businesses
5,167 
4,997 
6,860 
Inter-divisional revenue share
(691)
(767)
(883)
Run-off businesses
185 
256 
Total income
4,483 
4,415 
6,233 
       
Memo - fixed income and currencies
     
Rate/currencies/ABP/credit markets
4,943 
4,404 
6,188 
Less: primary credit markets
(568)
(688)
(863)
Total fixed income and currencies
4,375 
3,716 
5,325 
       
Performance ratios (ongoing businesses)
     
Return on equity (1)
10.0% 
6.1% 
19.1% 
Cost:income ratio
64% 
77% 
53% 
Compensation ratio (2)
32% 
42% 
31% 
 
Notes:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions), for the ongoing businesses.
(2)
Compensation ratio is based on staff costs as a percentage of total income.

 
46

 
Business review continued

 
 
2012 
2011 
2010 
 
£bn 
£bn 
£bn 
Capital and balance sheet (ongoing businesses)
     
Loans and advances to customers (gross)
29.8 
31.5 
24.4 
Loan impairment provisions
(0.2)
(0.2)
(0.2)
Net loans and advances to customers
29.6 
31.3 
24.2 
Loans and advances to banks
16.6 
29.9 
44.4 
Reverse repos
103.8 
100.4 
94.7 
Securities
92.4 
108.1 
115.8 
Cash and eligible bills
30.2 
28.1 
38.8 
Other
11.8 
14.8 
20.1 
Total third party assets (excluding derivatives mark-to-market)
284.4 
312.6 
338.0 
Net derivative assets (after netting)
21.9 
37.0 
37.4 
       
Provision coverage (1)
77% 
75% 
86% 
       
Customer deposits (excluding repos)
26.3 
36.8 
37.4 
Bank deposits (excluding repos)
45.4 
48.2 
50.6 
       
Risk-weighted assets
101.3 
120.3 
110.3 
       
Run-off businesses (2)
£m 
£m 
£m 
Total income
185 
256 
Direct expenses
(62)
(229)
(275)
Operating loss
(55)
(44)
(19)
       
Balance sheet - run-off businesses (2)
£bn 
£bn 
£bn 
Total third party assets (excluding derivatives mark-to-market)
0.1 
1.3 
2.4 
 
Notes:
(1)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.
(2)
Run-off businesses consist of the exited cash equities, corporate banking and equity capital market operations.
 
During 2012, the economic environment was dominated by weak prospects for global growth and the uncertain outlook for Eurozone sovereign debt. However, positive central bank activity and a more stable credit environment resulted in marginally improved trading opportunities.

Against this backdrop, the division continued to focus on its strengths and client offering. In January 2012 RBS announced the creation of the Markets division and, at the same time, the exit of the cash equities and mergers & acquisitions businesses. Following further review in Q4 2012, the remaining Investor Products and Equity Derivatives (IPED) operation was moved into Rates to form a Derivative Product Solutions (DPS) business. In addition, Markets has also developed a range of measures to enhance its culture and control environment, focusing on improving both supervision and behaviours. Taken together, these actions reinforce Markets’ commitment to put the client at the centre of everything we do and to focus resources on meeting client needs.
 

 
 
47

 
Business review continued

 
Markets continued
2012 compared with 2011
Operating profit increased by 68% reflecting 2% growth in income and 20% decrease in direct expenses, most notably through a reduction in staff costs.

Rates benefited from a strong trading performance, while losses incurred in managing counterparty exposures during the third quarter of 2011 were not repeated during 2012. Revenues for the year were up 36% to £2.0 billion.

Currencies volumes were weak across the industry, although the Spot FX business minimised the impact on revenue. Options income was limited by further Eurozone uncertainty.

Asset Backed Products continued to perform strongly as markets were sustained throughout the year by investors’ search for yield. Revenues for the year were £1.3 billion, up 5% from a strong performance of £1.25 billion in 2011.

A 40% increase in Credit Markets revenue to £862 million was driven by Flow Credit which, as a result of improved risk management and more benign market conditions, recorded good profitability compared with a loss in 2011. This was partially offset by weaker earnings from credit origination.

The 62% decrease in IPED followed significantly weaker client volumes in key markets. The business has been restructured and rationalised. It will be reported within Rates going forward.

The division focused on controlling costs throughout 2012, driving total expenses down by 16%. Lower staff expenses, down 26%, reflect lower headcount and lower levels of variable compensation, including reductions and clawbacks following the Group’s LIBOR settlements reached on 6 February 2013, with the compensation ratio falling from 42% to 32%. Headcount reductions totalled 2,700 in the year, including that resulting from the exit of businesses announced in January. Other expenses fell by 3% as rigorous controls on discretionary expenditure and the exiting of product areas continued to take effect, partially offset by higher legal expenses.

The reduction in third party assets reflected management action to optimise and de-risk the balance sheet, consistent with previously disclosed medium-term objectives.

The division reduced risk-weighted assets, successfully focusing on lowering risk and enhancing models whilst managing the requirement for greater prudence in the regulatory environment.

Not reflected in Markets operating results in 2012 were the following items: £381 million for regulatory fines; £350 million for its share of the provision for interest rate swap redress; and approximately £700 million in restructuring costs associated with the strategic changes that took place during 2012.

2011 compared with 2010
Operating profit fell by 67%, from £2,724 million for 2010 to £899 million for 2011, driven by a 29% decrease in revenue. The year was characterised by volatile and deteriorating credit markets, especially during the second half of the year when the European sovereign debt crisis drove a sharp widening in credit spreads.

Due to this deterioration in the markets both the Rates and Credit businesses suffered significantly, and income from trading activities fell from £5,234 million in 2010 to £4,601 million in 2011. The heightened volatility increased risk aversion amongst clients and limited opportunities for revenue generation in the secondary markets.

Total costs increased by 1% due to increased investment costs in 2011, which included a programme to meet new regulatory requirements. The compensation ratio in Markets was 42%, driven by fixed salary costs and prior year deferred awards.

Variable compensation accrued in the first half of the year were reduced in the second half of the year, leaving the former GBM 2011 variable compensation awards 58% lower than 2010.

Third party assets fell from £338.0 billion in 2010 to £312.6 billion in 2011 as a result of lower levels of activity and careful management of balance sheet exposures.

A 9% increase in risk-weighted assets reflected the impact of significant regulatory changes, with a £21 billion uplift as a result of CRD III, largely offset by the impact of the division’s focus on risk management.
 
 
48

 
Business review continued
 

Direct Line Group

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Earned premiums
4,044 
4,221 
4,459 
Reinsurers' share
(326)
(252)
(148)
Net premium income
3,718 
3,969 
4,311 
Fees and commissions
(430)
(400)
(410)
Instalment income
126 
138 
159 
Investment income
243 
265 
277 
Other income
60 
100 
179 
Total income
3,717 
4,072 
4,516 
Direct expenses
     
  - staff expenses
(338)
(288)
(287)
  - other expenses
(387)
(333)
(325)
Total direct expenses
(725)
(621)
(612)
Indirect expenses
(124)
(225)
(267)
 
(849)
(846)
(879)
Net claims
(2,427)
(2,772)
(3,932)
Operating profit/(loss)
441 
454 
(295)
       
Analysis of income by product
     
Personal lines motor excluding broker
     
  - own brands
1,733 
1,874 
1,962 
  - partnerships
138 
228 
373 
Personal lines home excluding broker
     
  - own brands
475 
490 
488 
  - partnerships
377 
378 
408 
Personal lines rescue and other excluding broker
     
  - own brands
182 
185 
197 
  - partnerships
184 
132 
168 
Commercial
347 
346 
333 
International
337 
365 
341 
Other (1)
(56)
74 
246 
Total income
3,717 
4,072 
4,516 
       
In-force policies (000s)
     
Personal lines motor excluding broker
     
  - own brands
3,714 
3,787 
4,162 
  - partnerships
336 
320 
645 
Personal lines home excluding broker
     
  - own brands
1,754 
1,811 
1,797 
  - partnerships
2,485 
2,497 
2,530 
Personal lines rescue and other excluding broker
     
  - own brands
1,803 
1,844 
1,966 
  - partnerships
7,628 
7,307 
7,497 
Commercial
466 
422 
352 
International
1,462 
1,387 
1,082 
Other (1)
50 
644 
Total in-force policies (2)
19,698 
19,376 
20,675 
 

 
 
49

 
Business review continued

 
Direct Line Group continued

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Gross written premium
     
Personal lines motor excluding broker
     
  - own brand
1,494 
1,584 
1,647 
  - partnerships
136 
137 
257 
Personal lines home excluding broker
     
  - own brand
455 
474 
478 
  - partnerships
534 
549 
556 
Personal lines rescue and other excluding broker
     
  - own brand
177 
174 
178 
  - partnerships
176 
174 
159 
Commercial
436 
435 
397 
International
557 
570 
425 
Other (1)
201 
Total gross written premium
3,966 
4,098 
4,298 
       
Performance ratios
     
Return on tangible equity (3)
11.7% 
10.3% 
(6.8%)
Loss ratio (4)
65% 
70% 
91% 
Commission ratio (5)
12% 
10% 
10% 
Expense ratio (6)
23% 
21% 
20% 
Combined operating ratio (7)
100% 
101% 
121% 
Balance sheet
     
Total insurance reserves (£m) (8)
8,066 
7,284 
7,643 
 
Notes:
(1)
‘Other’ predominately consists of the personal lines broker business and from 2012 businesses previously reported in Non-Core.
(2)
Total in-force policies include travel and creditor policies sold through RBS Group. These comprise travel policies included in bank accounts e.g. Royalties Gold Account, and creditor policies sold with bank products including mortgage, loan and card payment protection.
(3)
Return on tangible equity is based on annualised operating profit after tax divided by average tangible equity adjusted for dividend payments.
(4)
Loss ratio is based on net claims divided by net premium income.
(5)
Commission ratio is based on fees and commissions divided by net premium income.
(6)
Expense ratio is based on expenses divided by net premium income.
(7)
Combined operating ratio is the sum of the loss, commission and expense ratios.
(8)
Consists of general and life insurance liabilities, unearned premium reserves and liability adequacy reserve.

In October 2012, the Group completed the successful initial public offering of Direct Line Group, selling 520.8 million of its existing ordinary shares. This represented 34.7% of the issued share capital, generating gross proceeds of £911 million.

During 2012, Direct Line Group made good progress despite competitive market conditions. The operating profit of £441 million was down £13 million compared with the previous year driven by lower total income, partially offset by lower net claims.

A combined operating ratio (COR) of 100% represented an improvement of 100 basis points compared with 2011 driven predominantly by an improved loss ratio. The full year 2012 result included Home weather event claims of approximately £105 million versus £20 million in 2011, which was more than offset by £390 million of releases from reserves held against prior year claims across the portfolio. Of these releases, £68 million related to the run-off business where the impact on the income statement is broadly neutral. For Direct Line Group’s ongoing operations, the current year attritional loss ratio improved by 1.6 percentage points which reflects actions taken to improve risk selection and the implementation of the claims transformation programme. In 2012 all categories within Direct Line Group made an operating profit.

Direct Line Group made further progress in executing its strategic plan with developments made in its pricing capability through the implementation of a new pricing model and rating engine across the Motor and Home divisions. The new claims management system introduced during 2011 is now operational for the majority of new Motor and Home claims. Benefits, including shorter settlement times for customers and improved legal case management, are being realised as a result of the improved claims process.

During 2012, a number of partnership agreements, including Nationwide Building Society and Sainsbury’s Bank, were either renewed or extended. In addition, Direct Line Group signed an arm’s length, five year distribution agreement with RBS Group for the continued provision, post divestment, of general insurance products to UK Retail customers.

Following launch on comparethemarket.com, Churchill and Privilege motor and home products are now available on all four major price comparison websites in the UK. This reinforces Direct Line Group’s multi-channel distribution strategy.
 
 
 
50

 
Business review continued
 
 
Direct Line Group continues to focus on reducing operational costs, targeting the delivery of gross annual cost savings of £100 million in 2014 through overall improvements in operational efficiency including claims handling, continued efforts to simplify internal structures and better managing customer acquisition costs. Steps announced during the second half of the year included measures to reduce costs in central functions as well as the reduction of around 70 senior leadership roles across the organisation.

Roll-out of a new e-trading platform in Commercial began in Q3 2012 and was launched in January 2013. This new platform has been developed to aid with internal cost efficiency and provide new routes to market as well as to significantly improve the interface with brokers and customers.

International consolidated its direct market position in Italy and Germany with a total of 1.5 million in-force policies at the end of 2012. Gross written premium for 2012 was up 4% in local currency on 2011 and followed a period of strong growth in 2010 and 2011.

Direct Line Group further improved its capital efficiency following a number of initiatives including the consolidation of four underwriting entities into one. The combined entity, U K Insurance Limited, received inaugural credit ratings of ‘A’ from Standard and Poor’s and ‘A2’ from Moody’s. Direct Line Group also issued £500 million of Tier 2 debt and paid £1 billion of dividends to RBS Group.

Direct Line Group operates in an industry that is under a significant amount of scrutiny and is preparing for substantial regulatory change. Direct Line Group is actively engaging with major stakeholders throughout the ongoing debates surrounding referral and legal fees, the increase in whiplash claims and the implementation of the gender directive in order to help deliver the best possible outcome for its customers and shareholders.

Separation and divestment update
From 1 July 2012, Direct Line Group has operated on a substantially standalone basis with independent corporate functions and governance following the successful implementation of a comprehensive programme of separation initiatives. During 2012, these included launching a new corporate identity and the Direct Line Group Board became fully compliant with the UK Corporate Governance Code following further non-executive director appointments. New contracts of employment have been agreed and issued to staff, independent HR systems have been implemented and an arm’s length transitional services agreement has been reached with RBS Group for residual services. In January 2013, it was announced that Capgemini would design, deliver and operate Direct Line Group’s IT infrastructure.

The Group sold the first tranche of ordinary shares representing 34.7% of the share capital of Direct Line Group in October 2012 via an Initial Public Offering. This is consistent with the Group’s plan to cede control of Direct Line Group by the end of 2013 and a step toward complete disposal by the end of 2014, as required by the European Commission.

In accordance with IFRS 5, Direct Line Group has been recognised as a discontinued operation with consequent changes to the presentation of comparative information. The assets and liabilities relating to Direct Line Group are included in Disposal groups as of 31 December 2012. The Group has written down its investment in Direct Line Group at 31 December 2012 to 216 pence per share, the market value on that date, which resulted in a £394 million goodwill write-down.

2012 compared with 2011
Operating profit of £441 million was £13 million, or 3% lower than 2011 as lower total income was partially offset by lower net claims.

Gross written premium of £3,966 million was 3% lower, driven by the impact of de-risking in previous years and changes in the mix of the portfolio in Motor together with competitive market conditions in Home. International was also down reflecting adverse exchange rate movements.

Total income of £3,717 million was £355 million, or 9% lower than prior year due to flow through of lower written premiums, increased commissions payable relating to business previously reported within Non-Core, the cessation of Tesco Personal Finance tariff income and lower supply chain income and lower investment income.

Investment income of £243 million was £22 million lower, primarily as a result of £27 million financing costs relating to the Tier 2 debt issued in April 2012 and lower reinvestment rates during 2012. This was mostly offset by higher realised gains arising from portfolio management initiatives, including those arising from business previously reported in Non-Core.

Net claims of £2,427 million were £345 million, or 12% lower than 2011 reflecting lower exposure, higher releases of reserves from prior years and improved claims experience. The 2012 result includes approximately £105 million of Home weather event claims, significantly more than £20 million in 2011 under benign weather conditions.

Expenses of £849 million were broadly flat. Staff expenses were £50 million, or 17% higher partly reflecting the transfer of some head office functions costs to Direct Line Group ahead of separation from RBS Group, together with additional staff recruited to provide services previously provided by RBS Group.

Direct Line Group’s reported Return on Tangible Equity was 11.7% in 2012.
 
 
51

 
Business review continued

 
Direct Line Group continued
2011 compared with 2010
Operating profit rose by £749 million in 2011, principally due to the non repeat of the bodily injury reserve strengthening in 2010, de-risking of the motor book, exit of certain business segments and more benign weather in 2011.

Gross written premium fell £200 million, 5%, as the business continued to drive improved profitability through reduced volumes in unattractive segments. This was partially offset by growth in Commercial and International.

Total income fell £444 million, 10%, following the exit of personal lines broker, a decline in premiums reflecting reduced motor volumes and higher reinsurance costs to reduce the risk profile of the book.

Net claims fell £1,160 million, 30%, due to the non recurrence of bodily injury reserve strengthening in 2010, actions taken to de-risk the book, the exit of certain business segments and more benign weather in 2011.
Total direct expenses rose by £9 million principally driven by project activity to support the transformation plan.

Investment income fell £12 million, 4%, reflecting decreased yields on the portfolio in 2011, partially offset by higher realised gains.

At the end of 2011, Direct Line Group's investment portfolios comprised primarily cash, gilts and investment grade bonds. Within the UK portfolio, £8.9 billion, and the International portfolio, £827 million, there was no exposure to sovereign debt issued by Portugal, Ireland, Italy, Greece or Spain.

Total in-force policies fell 6% in the year due to planned de-risking of the motor book and the exiting of certain other segments and partnerships, including personal lines broker.
 

 
 
52

 
Business review continued
 
 
Central items

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Central items not allocated
143 
191 
630 

Funding and operating costs have been allocated to operating divisions, based on direct service usage, requirement for market funding and other appropriate drivers where services span more than one division.

Residual unallocated items relate to volatile corporate items that do not naturally reside within a division.

2012 compared with 2011
Central items not allocated represented a credit of £143 million compared with £191 million in 2011.

Significant central costs included the Group technology incident cost of £175 million, a £160 million provision for various litigation and legacy conduct issues, as well as unallocated Treasury costs of circa £390 million. VAT recoveries of £85 million and Group Pension fund adjustment of circa £50 million in 2011 were not repeated.

Offsetting these costs, profits on Group Treasury available-for-sale bond disposals totalled £880 million compared with £516 million in 2011, as active management of the liquid assets portfolio as well as favourable market conditions enabled the Group to crystallise gains on some holdings.

2011 compared with 2010
Central items not allocated represented a credit of £191 million in 2011, a decline of £439 million compared with 2010.

2010 benefited from c.£300 million of accounting gains on hybrid securities, c.£150 million of which was amortised during 2011.

A VAT recovery of £176 million in 2010 compared with £85 million recovered in 2011.

 
53

 
Business review continued

 
Non-Core

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Net interest income
346 
863 
1,756 
Funding costs of rental assets
(102)
(215)
(283)
Net interest income
244 
648 
1,473 
Net fees and commissions
105 
(38)
471 
Loss from trading activities
(654)
(721)
(31)
Insurance net premium income
— 
286 
702 
Other operating income
     
  - rental income
523 
958 
1,035 
  - other (1)
70 
55 
(896)
Non-interest income
44 
540 
1,281 
Total income
288 
1,188 
2,754 
Direct expenses
     
  - staff
(272)
(375)
(731)
  - operating lease depreciation
(246)
(347)
(452)
  - other
(163)
(256)
(573)
Indirect expenses
(263)
(317)
(500)
 
(944)
(1,295)
(2,256)
(Loss)/profit before insurance net claims and impairment losses
(656)
(107)
498 
Insurance net claims
— 
(195)
(737)
Impairment losses
(2,223)
(3,919)
(5,476)
Operating loss
(2,879)
(4,221)
(5,715)
       
Analysis of income/(loss) by business
     
Banking & portfolios
40 
1,465 
1,463 
International businesses
250 
411 
778 
Markets
(2)
(688)
513 
Total income
288 
1,188 
2,754 
       
Loss from trading activities
     
Monoline exposures
(205)
(670)
(5)
Credit derivative product companies
(205)
(85)
(139)
Asset-backed products (2)
101 
29 
235 
Other credit exotics
(28)
(175)
77 
Equities
(2)
(11)
(17)
Banking book hedges
(38)
(1)
(82)
Other
(277)
192 
(100)
 
(654)
(721)
(31)
       
Impairment losses
     
Banking & portfolios
2,346 
3,833 
5,328 
International businesses
56 
82 
200 
Markets
(179)
(52)
Total impairment losses
2,223 
3,919 
5,476 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase
  agreements) (3)
     
Banking & portfolios
4.2% 
4.9% 
5.0% 
International businesses
5.1% 
3.7% 
4.4% 
Markets
— 
(3.0%)
0.2% 
Total
4.2% 
4.8% 
4.9% 
 
Notes:
(1)
Includes losses on disposals of £14 million for 2012 (2011 - £127 million; 2010 - £504 million).
(2)
Asset-backed products include super asset backed structures and other asset-backed products.
(3)
Includes disposal groups.

 
54

 
Business review continued
 
 
 
2012 
2011 
2010 
Performance ratios
     
Net interest margin
0.31% 
0.63% 
1.02% 
Cost:income ratio
nm 
109% 
82% 
Adjusted cost:income ratio (1)
nm 
130% 
112% 
nm = not meaningful
     
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross) (2)
55.4 
79.4 
108.4 
Loan impairment provisions
(11.2)
(11.5)
(10.3)
Net loans and advances to customers
44.2 
67.9 
98.1 
       
Total third party assets (excluding derivatives)
57.4 
93.7 
137.9 
Total third party assets (including derivatives)
63.4 
104.7 
153.9 
       
Risk elements in lending (2)
21.4 
24.0 
23.4 
Provision coverage (3)
52% 
48% 
44% 
Customer deposits (2)
2.7 
3.5 
6.7 
Risk-weighted assets
60.4 
93.3 
153.7 
       
Gross customer loans and advances
     
Banking & portfolios
54.5 
77.3 
104.9 
International businesses
0.9 
2.0 
3.5 
Markets
— 
0.1 
— 
 
55.4 
79.4 
108.4 
       
Risk-weighted assets
     
Banking & portfolios
53.3 
64.8 
83.5
International businesses
2.4 
4.1 
5.6
Markets
4.7 
24.4 
64.6
 
60.4 
93.3 
153.7 
       
Third party assets (excluding derivatives)
     
Banking & portfolios
51.1 
81.3 
113.9
International businesses
1.2 
2.9 
4.4
Markets
5.1 
9.5 
19.6
 
57.4 
93.7 
137.9 


Third party assets (excluding derivatives)
31 December 
2011 
£bn 
Run-off 
£bn 
Disposals/ 
restructuring 
£bn 
Drawings/ 
roll overs 
£bn 
Impairments 
£bn 
Foreign 
exchange 
£bn 
31 December 
2012 
£bn 
Commercial real estate
31.5 
(5.0)
(2.2)
0.1 
(1.7)
(0.6)
22.1 
Corporate
42.2 
(7.3)
(9.8)
1.6 
(0.4)
(0.8)
25.5 
SME
2.1 
(1.0)
(0.3)
0.2 
— 
— 
1.0 
Retail
6.1 
(0.8)
(1.9)
0.1 
(0.2)
(0.1)
3.2 
Other
1.9 
(1.3)
— 
— 
— 
(0.1)
0.5 
Markets
9.8 
(1.0)
(3.9)
0.3 
0.1 
(0.2)
5.1 
Total (excluding derivatives)
93.6 
(16.4)
(18.1)
2.3 
(2.2)
(1.8)
57.4 
Markets - RBS Sempra Commodities JV
0.1 
(0.1)
— 
— 
— 
— 
— 
Total (4)
93.7 
(16.5)
(18.1)
2.3 
(2.2)
(1.8)
57.4 

Notes:
(1)
Adjusted cost:income ratio represents operating expenses expressed as a percentage of total income after netting insurance claims against income.
(2)
Excludes disposal groups.
(3)
Provision coverage percentage represents loan impairment provisions as a percentage of risk elements in lending.
(4)
Disposals of £0.2 billion have been signed as at 31 December 2012 but are pending completion (2011 - £0.2 billion; 2010 - £12 billion).
 
 
 
55

 
 
 
Non-Core continued
 
Commercial real estate third party assets
2012 
2011 
2010 
£bn 
£bn 
£bn 
UK (excluding NI)
8.9 
11.4 
16.7 
Ireland (ROI and NI)
5.8 
7.7 
10.2 
Spain
1.4 
1.8 
1.3 
Rest of Europe
4.9 
7.9 
9.4 
USA
0.9 
2.2 
3.6 
RoW
0.2 
0.5 
1.4 
Total (excluding derivatives)
22.1 
31.5 
42.6 

Impairment losses by donating division and sector
2012 
2011 
2010 
£m 
£m 
£m 
UK Retail
     
Mortgages
— 
Personal
(27)
Total UK Retail
(22)
13 
       
UK Corporate
     
Manufacturing and infrastructure
19 
76 
26 
Property and construction
88 
224 
437 
Transport
16 
52 
Financial institutions
(38)
69 
Lombard
48 
75 
129 
Other
107 
96 
166 
Total UK Corporate
240 
528 
830 
       
Ulster Bank
     
Mortgages
— 
— 
42 
Commercial real estate
     
  - investment
288 
609 
630 
  - development
611 
1,552 
1,759 
Other corporate
77 
173 
251 
Other EMEA
15 
52 
Total Ulster Bank
983 
2,349 
2,734 
       
US Retail & Commercial
     
Auto and consumer
49 
58 
82 
Cards
(9)
23 
SBO/home equity
130 
201 
277 
Residential mortgages
21 
16 
Commercial real estate
(12)
40 
185 
Commercial and other
(12)
(3)
17 
Total US Retail & Commercial
177 
303 
588 
       
Markets
     
Manufacturing and infrastructure
57 
(290)
Property and construction
623 
752 
1,296 
Transport
199 
(3)
33 
Telecoms, media and technology
32 
68 
Banking and financial institutions
(58)
(98)
196 
Other
18 
(19)
14 
Total Markets
817 
757 
1,258 
       
Other
     
Wealth
51 
Central items
Total Other
53 
       
Total impairment losses
2,223 
3,919 
5,476 
 

 
 
56

 
Business review continued

 
Gross loans and advances to customers (excluding reverse repurchase agreements) by donating
  division and sector
 
2012 
2011 
2010 
£m 
£m 
£m 
UK Retail
     
Mortgages
— 
1.4 
1.6 
Personal
— 
0.1 
0.4 
Total UK Retail
— 
1.5 
2.0 
       
UK Corporate
     
Manufacturing and infrastructure
0.1 
0.1 
0.3 
Property and construction
3.6 
5.9 
11.4 
Transport
3.8 
4.5 
5.4 
Financial institutions
0.2 
0.6 
0.8 
Lombard
0.4 
1.0 
1.7 
Other
4.2 
7.5 
7.4 
Total UK Corporate
12.3 
19.6 
27.0 
       
Ulster Bank
     
Commercial real estate
     
  - investment
3.4 
3.9 
4.0 
  - development
7.6 
8.5 
8.4 
Other corporate
1.6 
1.6 
2.2 
Other EMEA
0.3 
0.4 
0.4 
Total Ulster Bank
12.9 
14.4 
15.0 
       
US Retail & Commercial
     
Auto and consumer
0.6 
0.8 
2.6 
Cards
— 
0.1 
0.1 
SBO/home equity
2.0 
2.5 
3.2 
Residential mortgages
0.4 
0.6 
0.7 
Commercial real estate
0.4 
1.0 
1.5 
Commercial and other
0.1 
0.4 
0.5 
Total US Retail & Commercial
3.5 
5.4 
8.6 
       
Markets
     
Manufacturing and infrastructure
3.9 
6.6 
8.7 
Property and construction
12.3 
15.3 
19.6 
Transport
1.7 
3.2 
5.5 
Telecoms, media and technology
0.4 
0.7 
0.9 
Banking and financial institutions
4.7 
5.6 
12.0 
Other
3.7 
7.0 
9.3 
Total Markets
26.7 
38.4 
56.0 
       
Other
     
Wealth
— 
0.2 
0.4 
Direct Line Group
— 
— 
0.2 
Central items
— 
(0.2)
(1.0)
Total Other
— 
— 
(0.4)
       
Gross loans and advances to customers (excluding reverse repurchase agreements)
55.4 
79.3 
108.2 
 

 
 
57

 
Business review continued
 
 
Non-Core continued
Non-Core third party assets fell to £57 billion, a reduction of £36 billion, or 39%, during the year and an overall reduction of £200 billion, or 78%, since the division was set up. This was achieved through a mixture of disposals, run-off and impairments. By the end of 2012, the Non-Core funded balance sheet was under 7% of the Group’s funded balance sheet compared with 21% when the division was created. Non-Core remains on target to reach its third party asset target of c.£40 billion, a reduction of approximately 85% of its original portfolio, by the end of 2013.

2012 compared with 2011
Third party assets declined by £36 billion, or 39%, largely reflecting disposals of £18 billion and run-off of £16 billion. The disposal of RBS Aviation Capital in Q2 2012 contributed c.£5 billion of this reduction.

Risk-weighted assets were £33 billion lower, principally driven by disposals, run-off and restructuring of existing positions.

An operating loss of £2,879 million was £1,342 million lower than 2011, principally due to lower impairments and expenses, partially offset by lower net interest income following run-off and disposals.

Impairment losses fell by £1,696 million to £2,223 million, with £1,366 million of this reduction from the Ulster Bank portfolio and £269 million from the real estate portfolio.

Income declined by £900 million as continued divestment and run-off reduced net interest income. Rental income was lower following the disposal of RBS Aviation Capital in Q2 2012.

Expenses were £351 million lower, driven by reduced headcount and lower operating lease depreciation, principally following the disposal of RBS Aviation Capital.

Headcount declined by 34% to 3,100 reflecting the divestment activity and run-off across the business.

2011 compared with 2010
Operating loss of £4,221 million in 2011 was £1,494 million lower than the loss recorded in 2010. The continued divestment of Non-Core businesses and portfolios has reduced revenue streams as well as the cost base.

Losses from trading activities increased by £690 million compared with 2010, principally as a result of the disposal of RBS Sempra Commodities in 2010 and costs incurred as part of the division’s focus on reducing capital intensive trading assets and mitigating future regulatory uplifts in risk-weighted assets.

Impairment losses fell by £1,557 million despite ongoing challenges in the real estate and Ulster Bank portfolios, reflecting improvements in other asset classes.

Third party assets declined by £44 billion (32%) reflecting disposals of £22 billion and run-off of £22 billion.

Risk-weighted assets were £60 billion lower than 2010, principally driven by significant disposal activity on trading book assets combined with run-off.

Headcount declined by 2,200 (32%) to 4,700 in 2011, largely reflecting the divestment activity in relation to Asia, Non-Core Insurance and RBS Sempra Commodities.

 
58

 
Business review continued
 
 
Consolidated balance sheet at 31 December 2012

 
2012 
2011
2010 
 
£m 
£m
£m 
Assets
     
Cash and balances at central banks
79,290 
79,269 
57,014 
Net loans and advances to banks
29,168 
43,870 
57,911 
Reverse repurchase agreements and stock borrowing
34,783 
39,440 
42,607 
Loans and advances to banks
63,951 
83,310 
100,518 
Net loans and advances to customers
430,088 
454,112 
502,748 
Reverse repurchase agreements and stock borrowing
70,047 
61,494 
52,512 
Loans and advances to customers
500,135 
515,606 
555,260 
Debt securities
157,438 
209,080 
217,480 
Equity shares
15,232 
15,183 
22,198 
Settlement balances
5,741 
7,771 
11,605 
Derivatives
441,903 
529,618 
427,077 
Intangible assets
13,545 
14,858 
14,448 
Property, plant and equipment
9,784 
11,868 
16,543 
Deferred tax
3,443 
3,878 
6,373 
Prepayments, accrued income and other assets
7,820 
10,976 
12,576 
Assets of disposal groups
14,013 
25,450 
12,484 
Total assets
1,312,295 
1,506,867 
1,453,576 
       
Liabilities
     
Bank deposits
57,073 
69,113 
66,051 
Repurchase agreements and stock lending
44,332 
39,691 
32,739 
Deposits by banks
101,405 
108,804 
98,790 
Customers deposits
433,239 
414,143 
428,599 
Repurchase agreements and stock lending
88,040 
88,812 
82,094 
Customer accounts
521,279 
502,955 
510,693 
Debt securities in issue
94,592 
162,621 
218,372 
Settlement balances
5,878 
7,477 
10,991 
Short positions
27,591 
41,039 
43,118 
Derivatives
434,333 
523,983 
423,967 
Accruals, deferred income and other liabilities
14,801 
23,125 
23,089 
Retirement benefit liabilities
3,884 
2,239 
2,288 
Deferred tax
1,141 
1,945 
2,142 
Insurance liabilities
— 
6,312 
6,794 
Subordinated liabilities
26,773 
26,319 
27,053 
Liabilities of disposal groups
10,170 
23,995 
9,428 
Total liabilities
1,241,847 
1,430,814 
1,376,725 
       
Non-controlling interests
2,318 
1,234 
1,719 
Owners’ equity
68,130 
74,819 
75,132 
Total equity
70,448 
76,053 
76,851 
       
Total liabilities and equity
1,312,295 
1,506,867 
1,453,576 
 

 
 
59

 
Business review continued
 
 
Commentary on consolidated balance sheet
2012 compared with 2011
Total assets of £1,312.3 billion at 31 December 2012 were down £194.6 billion, 13%, compared with 31 December 2011. This was principally driven by a decrease in loans and advances to banks and customers led by Non-Core disposals and run off, decreases in debt securities and the continuing reduction in the mark-to-market value of derivatives.

Loans and advances to banks decreased by £19.4 billion, 23%, to £64.0 billion. Excluding reverse repurchase agreements and stock borrowing (‘reverse repos’), down £4.7 billion, 12%, to £34.8 billion, bank placings declined £14.7 billion, 34%, to £29.2 billion.

Loans and advances to customers declined £15.5 billion, 3%, to £500.1 billion. Within this, reverse repurchase agreements were up £8.6 billion, 14%, to £70.0 billion. Customer lending decreased by £24.0 billion, 5%, to £430.1 billion, or £22.6 billion to £451.2 billion before impairments. This reflected reductions in Non-Core of £22.6 billion, along with declines in International Banking, £14.3 billion, UK Corporate, £2.9 billion, Markets, £1.0 billion and Ulster Bank, £0.7 billion, together with the effect of exchange rate and other movements, £4.7 billion. These were partially offset by the transfer from disposal groups of £18.9 billion of customer balances relating to the UK branch-based businesses, together with underlying growth in UK Retail, £2.6 billion, US Retail & Commercial, £1.9 billion and Wealth, £0.2 billion.

Debt securities were down £51.6 billion, 25%, to £157.4 billion, driven mainly by reductions within Markets and Group Treasury in holdings of UK and Eurozone government securities and financial institution bonds.

Settlement balance assets and liabilities decreased £2.0 billion to £5.7 billion and £1.6 billion to £5.9 billion respectively reflecting the overall reduction in the size of the balance sheet.

Movements in the value of derivative assets, down £87.7 billion, 17%, to £441.9 billion, and liabilities, down £89.7 billion, 17%, to £434.3 billion, primarily reflect decreases in interest rate and credit derivative contracts, together with the effect of currency movements, with Sterling strengthening against both the US dollar and the Euro.

Intangible assets decreased £1.3 billion, 9%, to £13.5 billion, primarily as a result of write-down of the Direct Line Group goodwill, £0.4 billion, and the transfer of the remaining £0.5 billion of goodwill together with £0.2 billion of other intangible assets to assets of disposal groups at 31 December 2012.

Property, plant and equipment decreased by £2.1 billion, 18%, to £9.8 billion driven largely by the disposal of investment property in Non-Core.

The decrease in assets and liabilities of disposal groups, down £11.4 billion, 45%, to £14.0 billion, and £13.8 billion, 58%, to £10.2 billion respectively, primarily reflects the removal of the UK branch-based businesses from disposal groups following Santander’s withdrawal from the purchase, together with the disposal of RBS Aviation Capital in the second quarter. These were partly offset by the transfer to disposal groups of Direct Line Group at 31 December 2012.

Deposits by banks decreased £7.4 billion, 7%, to £101.4 billion, with a decrease in inter-bank deposits, down £12.0 billion, 17%, to £57.1 billion. This was partly offset by an increase in repurchase agreements and stock lending (‘repos’), up £4.6 billion, 12%, to £44.3 billion, improving the Group’s mix of secured and unsecured funding.

Customer accounts increased £18.3 billion, 4%, to £521.3 billion. Within this, repos decreased £0.8 billion, 1%, to £88.0 billion. Excluding repos, customer deposits were up £19.1 billion, 5%, at £433.2 billion, primarily reflecting the transfer from disposal groups of £21.5 billion of customer accounts relating to the UK branch-based businesses together with underlying increases in UK Retail, £6.0 billion, International Banking, £2.0 million, US Retail & Commercial, £1.8 billion, UK Corporate, £0.8 billion, Ulster Bank, £0.7 billion and Wealth, £0.7 billion. This was partially offset by decreases in Markets, £9.7 billion, and Non-Core, £0.9 billion, together with exchange and other movements £3.8 billion.

Debt securities in issue decreased £68.0 billion, 42%, to £94.6 billion reflecting the maturity of the remaining notes issued under the UK Government’s Credit Guarantee Scheme, £21.3 billion, the repurchase of bonds and medium term notes as a result of the liability management exercise completed in September 2012, £4.4 billion, and the continuing reduction of commercial paper and medium term notes in issue in line with the Group’s strategy.

Short positions were down £13.4 billion, 33%, to £27.6 billion mirroring decreases in debt securities.

Retirement benefit liabilities increased by £1.6 billion, 73%, to £3.9 billion with net actuarial losses of £2.3 billion on the Group's defined benefit pension schemes, primarily arising from significant reductions in the real discount rates in the Sterling, Euro and US dollar currency zones. These were partially offset by the £0.6 billion excess of employer contributions paid over the current year pension charge.

Insurance liabilities of £6.2 billion relating to Direct Line Group were transferred to liabilities of disposal groups at 31 December 2012.

Subordinated liabilities increased by £0.5 billion, 2% to £26.8 billion, primarily as a result of the net increase in dated loan capital. Issuances of £1.4 billion and redemptions of £0.3 billion were partly offset by a net decrease of £0.6 billion arising from the liability management exercise completed in March 2012, which consisted of redemptions of £3.4 billion offset by the issuance of £2.8 billion new loan capital.

Non-controlling interests increased by £1.1 billion, 88%, to £2.3 billion, predominantly due to the sale of 34.7% of the Group’s investment in Direct Line Group during the fourth quarter.

Owner’s equity decreased by £6.7 billion, 9%, to £68.1 billion, driven by the £6.0 billion attributable loss for the period together with movements in foreign exchange reserves, £0.9 billion, the recognition of actuarial losses in respect of the Group’s defined benefit pension schemes, net of tax, £1.9 billion, and other reserve movements of £0.2 billion. Partially offsetting these reductions were gains in available-for-sale reserves, £0.6 billion, and cash flow hedging reserves, £0.8 billion, share capital and reserve movements in respect of employee share schemes, £0.8 billion and other share issuances of £1.0 billion.
 
 
60

 
Business review continued
 

Commentary on consolidated balance sheet
2011 compared with 2010
Total assets of £1,506.9 billion at 31 December 2011 were up £53.3 billion, 4%, compared with 31 December 2010. This principally reflects an increase in cash and balances at central banks and the mark-to-market value of derivatives in Markets, partly offset by decreases in debt securities and equity shares and the continuing disposal and run-off of Non-Core assets.

Cash and balances at central banks were up £22.3 billion, 39%, to £79.3 billion due to improvements in the Group’s structured liquidity position during 2011.

Loans and advances to banks decreased by £17.2 billion, 17%, to £83.3 billion. Reverse repurchase agreements and stock borrowing (‘reverse repos’) were down £3.2 billion, 7%, to £39.4 billion and bank placings declined £14.0 billion, 24%, to £43.9 billion, primarily as a result of the reduction in exposure to eurozone banks and lower cash collateral requirements.

Loans and advances to customers were down £39.7 billion, 7%, to £515.6 billion. Within this, reverse repurchase agreements were up £9.0 billion, 17%, to £61.5 billion. Customer lending decreased by £48.7 billion, 10%, to £454.1 billion or £46.9 billion, 9%, to £473.9 billion before impairment provisions. This reflected the transfer to disposal groups of £19.5 billion of customer balances relating to the UK branch-based businesses. There were also planned reductions in Non-Core of £28.1 billion, together with declines in International Banking, £4.7 billion, UK Corporate, £3.0 billion and Ulster Bank, £2.0 billion, together with the effect of exchange rate and other movements, £1.9 billion. These were partially offset by growth in Markets, £6.4 billion, Wealth, £0.8 billion, UK Retail, £2.3 billion and US Retail & Commercial, £2.8 billion.

Debt securities were down £8.4 billion, 4%, to £209.1 billion driven mainly by a reduction in holdings of government and financial institution bonds in Markets and Group Treasury.

Equity shares decreased £7.0 billion, 32%, to £15.2 billion which largely reflects the closure of positions to reduce the Group’s level of unsecured funding requirements to mitigate the potential impact of unfavourable market conditions.

Settlement balances declined £3.8 billion, 33% to £7.8 billion as a result of decreased customer activity.

Movements in the value of derivative assets up £102.5 billion, 24%, to £529.6 billion, and liabilities, up £100.0 billion, 24%, to £524.0 billion, primarily reflect increases in interest rate contracts as a result of a significant downward shift in interest rates across all major currencies, together with increases in the mark-to-market value of credit derivatives as a result of widening credit spreads and rising credit default swap prices.

Property, plant and equipment declined £4.7 billion, 28%, to £11.9 billion, primarily as a result of the transfer of RBS Aviation Capital’s operating lease assets to disposal groups.

Deferred taxation was down £2.5 billion, 39%, to £3.9 billion, largely as a result of the utilisation of brought forward tax losses in the UK.

The increase in assets and liabilities of disposal groups reflects the reclassification of the UK branch-based businesses and RBS Aviation Capital pending their disposal, partly offset by the completion of disposals, primarily RBS Sempra Commodities JV and certain Non-Core project finance assets.

Deposits by banks increased £10.0 billion, 10%, to £108.8 billion, with higher repurchase agreements and stock lending (‘repos’), up £6.9 billion, 21%, to £39.7 billion and higher inter-bank deposits, up £3.1 billion, 5%, to £69.1 billion.

Customer accounts fell £7.7 billion, 2%, to £503.0 billion. Within this, repos increased £6.7 billion, 8%, to £88.8 billion. Excluding repos, customer deposits were down £14.4 billion, 3%, to £414.1 billion, reflecting the transfer to disposal groups of £21.8 billion of customer accounts relating to the UK branch-based businesses. This was partly offset by the net effect of growth in International Banking, £1.7 billion, UK Corporate, £1.8 billion, UK Retail, £5.8 billion, US Retail & Commercial, £0.5 billion and Wealth, £1.8 billion, together with exchange rate and other movements of £0.5 billion and declines in Markets, £1.1 billion, Ulster Bank, £0.8 billion and Non-Core, £2.9 billion.

Debt securities in issue were down £55.8billion, 26% to £162.6 billion driven by reductions in the level of certificates of deposit and commercial paper in Markets and Group Treasury.

Settlement balances declined £3.5 billion, 32%, to £7.5 billion and short positions were down £2.1 billion, 5%, to £41.0 billion due to decreased customer activity.

Subordinated liabilities were down £0.7 billion, 3%, to £26.3 billion, primarily reflecting the redemption of £0.2 billion US dollar and £0.4 billion Euro denominated dated loan capital.

The Group’s non-controlling interests decreased by £0.5 billion, 28%, to £1.2 billion, primarily due to the disposal of the majority of the RBS Sempra Commodities JV business, £0.4 billion.

Owners’ equity decreased by £0.3 billion to £74.8 billion. This was driven by the attributable loss for the year, £2.0 billion, together with the recognition of actuarial losses in respect of the Group’s defined benefit pension schemes, net of tax, £0.5 billion and exchange rate and other movements of £0.3 billion. Offsetting these reductions were gains in available-for-sale reserves, £1.1 billion and cashflow hedging reserves, £1.0 billion and the issue of shares under employee share schemes, £0.4 billion.

 
61

 
Business review continued

 
Cash flow
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Net cash flows from operating activities
(45,113)
3,325 
19,291 
Net cash flows from investing activities
27,175 
14 
3,351 
Net cash flows from financing activities
2,017 
(1,741)
(14,380)
Effects of exchange rate changes on cash and cash equivalents
(3,893)
(1,473)
82 
Net (decrease)/increase in cash and cash equivalents
(19,814)
125 
8,344 

2012
The major factors contributing to the net cash outflow from operating activities of £45,113 million were the decrease of £48,736 million in operating assets and liabilities, the net operating loss before tax of £5,276 million from continuing and discontinued operations, loans and advances written off net of recoveries of £3,925 million and other non-cash items of £1,491 million. These were partially offset by the elimination of foreign exchange differences of £7,140 million, provisions for impairment losses of £5,283 million and depreciation and amortisation of £1,854 million.

Net cash inflows from investing activities of £27,175 million related to the net inflows from sales of securities of £26,092 million, the sale of property, plant and equipment of £2,215 million and investments in business interests and intangible assets of £352 million offset by net cash outflows from the purchase of property, plant and equipment of £1,484 million.

Net cash inflows from financing activities of £2,017 million relate primarily to the issue of subordinated liabilities of £2,093 million and proceeds of non-controlling interests issued of £889 million partly offset by interest paid on subordinated liabilities of £746 million and dividends paid of £301 million.

2011
The major factors contributing to the net cash inflow from operating activities of £3,325 million were the elimination of foreign exchange differences of £2,702 million, depreciation and amortisation of £1,875 million and inflow from other items of £2,900 million, partially offset by the net operating loss before tax of £708 million from continuing and discontinued operations and the decrease of £3,444 million in operating assets and liabilities.
Net cash inflows from investing activities of £14 million related to the net inflows from sales of securities of £3,074 million, and sale of property, plant and equipment of £1,840 million offset by net cash outflows from investments in business interests and intangible assets of £1,428 million and from the purchase of property, plant and equipment of £3,472 million.

Net cash outflows from financing activities of £1,741 million relate primarily to interest on subordinated liabilities of £714 million, repayment of subordinated liabilities of £627 million and redemption of non-controlling interests of £382 million.

2010
The major factors contributing to the net cash inflow from operating activities of £19,291 million were the increase of £17,095 million in operating assets less operating liabilities, depreciation and amortisation of £2,220 million and income taxes received of £565 million, partly offset by the net operating loss before tax of £940 million from continuing and discontinued operations.

Net cash flows from investing activities of £3,351 million relate to the net inflows from sales of securities of £4,119 million and investments in business interests and intangibles of £3,446 million. This was partially offset by the outflow of £4,112 million from investing activities of discontinued operations.

Net cash outflow from financing activities of £14,380 million primarily arose from the redemption of non-controlling interests of £5,282 million, dividends paid of £4,240 million, repayment of subordinated liabilities of £1,588 million and the redemption of preference shares of £2,359 million.

 
62

 
Business review continued

 
Capital resources
The following table analyses the Group's regulatory capital resources on a fully consolidated basis at 31 December as monitored by the FSA for regulatory purposes.

 
2012 
2011 
2010 
2009 
2008 
 
£m 
£m 
£m 
£m 
£m 
Capital base
         
Tier 1 capital
57,135 
56,990 
60,124 
76,421 
69,847 
Tier 2 capital
12,152 
8,546 
9,897 
15,389 
32,223 
Tier 3 capital
— 
— 
— 
— 
260 
 
69,287 
65,536 
70,021 
91,810 
102,330 
Less: Supervisory deductions
(2,487)
(4,828)
(4,732)
(4,565)
(4,155)
Total regulatory capital
66,800 
60,708 
65,289 
87,245 
98,175 
           
Risk-weighted assets
         
Credit risk
323,200 
344,300 
385,900 
513,200 
551,300 
Counterparty risk
48,000 
61,900 
68,100 
56,500 
61,100 
Market risk
42,600 
64,000 
80,000 
65,000 
46,500 
Operational risk
45,800 
37,900 
37,100 
33,900 
36,900 
 
459,600 
508,100 
571,100 
668,600 
695,800 
Asset Protection Scheme relief
— 
(69,100)
(105,600)
(127,600)
n/a 
 
459,600 
439,000 
465,500 
541,000 
695,800 
           
Risk asset ratios
Core Tier 1
10.3 
10.6 
10.7 
11.0 
6.6 
Tier 1
12.4 
13.0 
12.9 
14.1 
10.0 
Total
14.5 
13.8 
14.0 
16.1 
14.1 

It is the Group's policy to maintain a strong capital base, to expand it as appropriate and to utilise it efficiently throughout its activities to optimise the return to shareholders while maintaining a prudent relationship between the capital base and the underlying risks of the business. In carrying out this policy, the Group has regard to the supervisory requirements of the Financial Services Authority (FSA). The FSA uses Risk Asset Ratio (RAR) as a measure of capital adequacy in the UK banking sector, comparing a bank's capital resources with its risk-weighted assets (the assets and off-balance sheet exposures are 'weighted' to reflect the inherent credit and other risks); by international agreement, the RAR should be not less than 8% with a Tier 1 component of not less than 4%. At 31 December 2012, the Group's total RAR was 14.5% (2011 - 13.8%) and the Tier 1 RAR was 12.4% (2011 -13.0%). For further information refer to Balance sheet management: Capital management on pages 86 to 95.
 
 
 
63

 
Business review continued
 
 
Analysis of balance sheet pre and post disposal groups
In accordance with IFRS 5 assets and liabilities of disposal groups are presented as a single line on the face of the balance sheet. As allowed by IFRS, disposal groups are included within risk measures in the Risk and balance sheet management section.

 
2012
 
2011
 
2010
 
Balance 
sheet 
Disposal 
groups (1)
Gross of 
disposal 
 groups 
 
Balance 
sheet 
Disposal 
groups (2)
Gross of 
disposal 
groups 
 
Balance 
sheet 
Disposal 
groups (3)
Gross of 
disposal 
groups 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Assets
                     
Cash and balances at central banks
79,290 
18 
79,308 
 
79,269 
127 
79,396 
 
57,014 
184 
57,198 
Net loans and advances to banks
29,168 
2,112 
31,280 
 
43,870 
87 
43,957 
 
57,911 
651 
58,562 
Reverse repurchase agreements and stock borrowing
34,783 
— 
34,783 
 
39,440 
— 
39,440 
 
42,607 
— 
42,607 
Loans and advances to banks
63,951 
2,112 
66,063 
 
83,310 
87 
83,397 
 
100,518 
651 
101,169 
Net loans and advances to customers
430,088 
1,863 
431,951 
 
454,112 
19,405 
473,517 
 
502,748 
5,013 
507,761 
Reverse repurchase agreements and stock borrowing
70,047 
— 
70,047 
 
61,494 
— 
61,494 
 
52,512 
— 
52,512 
Loans and advances to customers
500,135 
1,863 
501,998 
 
515,606 
19,405 
535,011 
 
555,260 
5,013 
560,273 
Debt securities
157,438 
7,186 
164,624 
 
209,080 
— 
209,080 
 
217,480 
— 
217,480 
Equity shares
15,232 
15,237 
 
15,183 
15,188 
 
22,198 
20 
22,218 
Settlement balances
5,741 
— 
5,741 
 
7,771 
14 
7,785 
 
11,605 
555 
12,160 
Derivatives
441,903 
15 
441,918 
 
529,618 
439 
530,057 
 
427,077 
5,148 
432,225 
Intangible assets
13,545 
750 
14,295 
 
14,858 
15 
14,873 
 
14,448 
— 
14,448 
Property, plant and equipment
9,784 
223 
10,007 
 
11,868 
4,749 
16,617 
 
16,543 
18 
16,561 
Deferred tax
3,443 
— 
3,443 
 
3,878 
— 
3,878 
 
6,373 
— 
6,373 
Other financial assets
— 
924 
924 
 
1,309 
— 
1,309 
 
1,306 
— 
1,306 
Prepayments, accrued income and other assets
7,820 
742 
8,562 
 
9,667 
456 
10,123 
 
11,270 
704 
11,974 
Assets of disposal groups
14,013 
(13,838)
175 
 
25,450 
(25,297)
153 
 
12,484 
(12,293)
191 
Total assets
1,312,295 
— 
1,312,295 
 
1,506,867 
— 
1,506,867 
 
1,453,576 
— 
1,453,576 
                       
Liabilities
                     
Bank deposits
57,073 
57,074 
 
69,113 
69,114 
 
66,051 
266 
66,317 
Repurchase agreements and stock lending
44,332 
— 
44,332 
 
39,691 
— 
39,691 
 
32,739 
— 
32,739 
Deposits by banks
101,405 
101,406 
 
108,804 
108,805 
 
98,790 
266 
99,056 
Customer deposits
433,239 
753 
433,992 
 
414,143 
22,610 
436,753 
 
428,599 
2,267 
430,866 
Repurchase agreements and stock lending
88,040 
— 
88,040 
 
88,812 
— 
88,812 
 
82,094 
— 
82,094 
Customer accounts
521,279 
753 
522,032 
 
502,955 
22,610 
525,565 
 
510,693 
2,267 
512,960 
Debt securities in issue
94,592 
— 
94,592 
 
162,621 
— 
162,621 
 
218,372 
— 
218,372 
Settlement balances
5,878 
— 
5,878 
 
7,477 
7,485 
 
10,991 
907 
11,898 
Short positions
27,591 
— 
27,591 
 
41,039 
— 
41,039 
 
43,118 
— 
43,118 
Derivatives
434,333 
434,340 
 
523,983 
126 
524,109 
 
423,967 
5,042 
429,009 
Accruals, deferred income and other liabilities
14,801 
2,679 
17,480 
 
23,125 
1,233 
24,358 
 
23,089 
925 
24,014 
Retirement benefit liabilities
3,884 
— 
3,884 
 
2,239 
— 
2,239 
 
2,288 
— 
2,288 
Deferred tax
1,141 
— 
1,141 
 
1,945 
— 
1,945 
 
2,142 
— 
2,142 
Insurance liabilities
— 
6,193 
6,193 
 
6,312 
— 
6,312 
 
6,794 
— 
6,794 
Subordinated liabilities
26,773 
529 
27,302 
 
26,319 
— 
26,319 
 
27,053 
— 
27,053 
Liabilities of disposal groups
10,170 
(10,162)
 
23,995 
(23,978)
17 
 
9,428 
(9,407)
21 
Total liabilities
1,241,847 
— 
1,241,847 
 
1,430,814 
— 
1,430,814 
 
1,376,725 
— 
1,376,725 

For the notes to this table refer to the following page.
 
 
 
64

 
Business review continued
 
 
Analysis of balance sheet pre and post disposal groups continued

 
2012
 
2011
 
2010
 
Balance 
sheet 
Disposal 
groups (1)
Gross of 
disposal 
 groups 
 
Balance 
sheet 
Disposal 
groups (2)
Gross of 
disposal 
groups 
 
Balance 
sheet 
Disposal 
groups (3)
Gross of 
disposal 
groups 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Selected financial data
                     
Gross loans and advances to customers
451,224 
1,875 
453,099 
 
473,872 
20,196 
494,068 
 
520,803 
5,049 
525,852 
Customer loan impairment provisions
(21,136)
(12)
(21,148)
 
(19,760)
(791)
(20,551)
 
(18,055)
(36)
(18,091)
Net loans and advances to customers
430,088 
1,863 
431,951 
 
454,112 
19,405 
473,517 
 
502,748 
5,013 
507,761 
                       
Gross loans and advances to banks
29,282 
2,112 
31,394 
 
43,993 
87 
44,080 
 
58,038 
651 
58,689 
Bank loan impairment provisions
(114)
— 
(114)
 
(123)
— 
(123)
 
(127)
— 
(127)
Net loans and advances to banks
29,168 
2,112 
31,280 
 
43,870 
87 
43,957 
 
57,911 
651 
58,562 
                       
Total loan impairment provisions
(21,250)
(12)
(21,262)
 
(19,883)
(791)
(20,674)
 
(18,182)
(36)
(18,218)
                       
Customer REIL
40,993 
13 
41,006 
 
40,708 
1,549 
42,257 
 
38,453 
53 
38,506 
Bank REIL
134 
— 
134 
 
137 
— 
137 
 
145 
— 
145 
REIL
41,127 
13 
41,140 
 
40,845 
1,549 
42,394 
 
38,598 
53 
38,651 
                       
Gross unrealised gains on debt securities
3,946 
230 
4,176 
 
4,978 
— 
4,978 
 
2,595 
— 
2,595 
Gross unrealised losses on debt securities
(1,832)
(15)
(1,847)
 
(3,408)
— 
(3,408)
 
(4,097)
— 
(4,097)

Notes:
(1)
Primarily Direct Line Group.
(2)
Primarily UK branch-based businesses, RBS Aviation Capital, sold in 2012, and remainder of RBS Sempra Commodities JV.
(3)
Primarily RBS Sempra Commodities JV, Non-Core project finance assets and certain interests in Latin America, Europe and the Middle East.
 
 
 
65

 
 
 
 
 
Business review Risk and balance sheet management
 
 

68
Our business and our strategy
68
Strategic risk objectives
72
Risk appetite and risk governance
86
Capital management
96
Liquidity, funding and related risks
116
Credit risk
153
Balance sheet analysis
201
Market risk
211
Country risk
240
Other risks
 
 
 
 
66

 
Business review Risk and balance sheet management continued
 
 
Strategic risk objectives
68
Our business and our strategy
68
Strategic risk objectives
68
Key developments
69
Top and emerging risk scenarios
 

 
 
 
67

 
Business review Risk and balance sheet management continued
 
 
Our business and our strategy
Our approach to risk management
Except as otherwise indicated by an asterisk (*), the information in the Risk and balance sheet management section (pages 66 to 252) is within the scope of the Independent auditor’s report.

In the balance sheet, all assets and liabilities of disposal groups are presented as a single line. In the risk and balance sheet management section, balances and exposures relating to disposal groups are included within risk measures for all periods presented. Refer to pages 64 and 65 for analysis of balance sheet pre and post disposal groups.

Strategic risk objectives*
Risk management plays an integral role in the delivery of the Group’s strategic goal to be a safe and secure banking group. The implementation of a stronger and more effective culture of risk management and control provides the platform necessary to address historical vulnerabilities, rebuild upon the Group’s core strengths and position it on a sustainable and profitable path for future growth.

Financial strength and resilience are at the heart of the Group’s Strategic Plan. The Group has defined this level of robustness as that which is capable of achieving and sustaining a standalone credit rating (i.e. without government support) that is in line with those of its strongest international peers.

Given this central aim, in 2009 the Group Board set out four key strategic objectives, aligned to the Group’s Strategic Plan. These are to:

· 
Maintain capital adequacy: to ensure that the Group has sufficient capital resources to meet regulatory requirements and to cover the potential for unexpected losses in its asset portfolio;

· 
Deliver stable earnings growth: to ensure that strategic growth is based around a longer-term risk versus reward consideration, with significantly lower volatility in underlying profitability than was seen over the previous five years;

· 
Ensure stable and efficient access to funding and liquidity: such that the Group has sufficient funding to meet its obligations, taking account of the constraint that some forms of funding may not be available when they are most needed; and

· 
  
Maintain stakeholder confidence: to ensure that stakeholders have confidence in the Group’s recovery plan, its ability to deliver its strategic objectives and the effectiveness of its business culture and operational controls.

Each objective is essential in its own right, but also mutually supportive of the others.

These strategic risk objectives are the bridge between the Group-level business strategy and the frameworks, limits and tolerances that are used to set risk appetite and manage risk in the business divisions on a day-to-day basis.

We set risk appetite at Group level. This establishes the level and type of risks that we are able and willing to take to meet our strategic objectives and our wider obligations to stakeholders. We cascade and embed this risk appetite across the Group, allowing:

· 
each business to understand its acceptable levels of risk; and

· 
commercial strategies to be aligned with the use of available financial resources.

By setting a clear risk appetite and embedding a strong risk culture throughout our businesses, we can identify, measure and control risk exposures and respond effectively to shocks.

Key developments
In 2012, the Group continued to strengthen its approach to risk management amidst a challenging and ever-changing external environment. Areas of progress included:

· 
reducing exposures in line with the objective of being safe and sustainable;

· 
improving the quality of data, including forward-looking measures;

· 
developing a framework for the effective management of conduct risk;

· 
strengthening the credit risk and country risk appetite and management frameworks and ensuring consistent application across the Group; and

· 
further realigning the Group Policy Framework to the business model and continuing assurance.

This is how the Group brings the Strategic Plan to life in the management of risk.
 

More detailed discussions on how the Group strengthened its approach to risk management in 2012 and the areas of focus going forward is contained within the relevant sub-sections on the following pages.
 

*unaudited
 
68

 
Business review Risk and balance sheet management continued


Strategic risk objectives* continued
Top and emerging risk scenarios*
As part of its risk management process, the Group identifies and monitors its top and emerging risk scenarios. Such risk scenarios are those the materialisation of which would lead to a significant unexpected negative outcome, thereby causing the Group as a whole or a particular division to fail to meet one or more strategic risk objectives. In assessing the potential impact of risk materialisation, the Group takes into account both financial and reputational considerations.

Although management is concerned with a range of risk scenarios, a relatively small number attracted particular attention from senior management during the past year. These can be grouped into three broad categories:

·  
Macro-economic risks.

·  
Regulatory and legal risks.

·  
Risks related to the Group’s operations.

In addition, further information on these and other risks facing the Group appears in the discussion of Risk Factors on pages 459 to 471.

Descriptions of top and emerging risks are provided below:

Macro-economics risks

(i) Increased defaults in sectors to which the Group has concentrated exposure, particularly commercial real estate
The Group has concentrated lending exposure to several sectors, most notably commercial real estate, giving rise to the risk of losses and reputational damage from unexpectedly high defaults. Another sector to which the Group has concentrated lending exposure is shipping. Several of the Group’s businesses are exposed to these sectors, principally Non-Core, Ulster Bank and UK Corporate.

Impact on the Group
· 
If borrowers are unable to refinance existing debt, they may default. Further, if the value of collateral they have provided continues to decline, the resulting impairments may be larger than expected. In addition, as other lenders seek to sell assets, the Group may find it more difficult to meet its own targets for a reduction in its exposure to certain sectors.

Mitigants
· 
The Group is mitigating its risks by monitoring exposures carefully and achieving reductions through a combination of repayments, roll-offs and asset sales whenever possible. In addition, it has placed limits on the origination of new business of this type.

(ii) The risk of a eurozone event
Europe was of concern throughout the year owing to a combination of slow growth in major economies and negative growth in peripheral countries labouring under high public debt burdens. As a result, several risks might materialise, including the default of one or more eurozone sovereigns, the exit from the eurozone of one or more member countries or the redenomination of the currency of a eurozone country followed by the devaluation of that country’s currency. Although the Group’s direct exposure to most peripheral eurozone countries is modest, it has material exposure to Ireland through its ownership of Ulster Bank.  In addition, it has material exposure to core eurozone countries such as Germany, the Netherlands, France and, to a lesser extent, Italy. Details of the Group’s eurozone exposures appear on pages 215 to 239. All divisions are affected by this risk.

Impact on the Group
· 
If a peripheral eurozone sovereign defaults on its debt, the Group could experience unexpected impairments, either as a result of its exposure to the sovereign or as a result of its exposure to financial institutions or corporations located in that country.

· 
If one or more sovereigns exit the eurozone, credit ratings for eurozone borrowers more broadly may be downgraded, resulting in increases in credit spreads and decreases in security values, giving rise to market value losses.

· 
If one or more peripheral eurozone sovereigns redenominates its currency, resulting in a devaluation, the Group could experience losses to the extent that its exposures to these sovereigns are not funded by liabilities that similarly redenominate.

Mitigants
The Group has taken a number of steps to mitigate the impact of these risks.

· 
To mitigate the impact of a eurozone sovereign default, the Group has reduced its exposures to peripheral eurozone countries. To mitigate the impact of the exit from the eurozone of one or more countries, and the sovereign ratings downgrade that would likely result, the Group has extended its limit control framework to include all eurozone countries.

· 
Finally, to mitigate the impact of redenomination, the Group has reduced exposures and sought where possible to reduce mismatches between the currencies in which assets and liabilities are denominated.

(iii) The risk of a more severe or protracted economic downturn
Following the financial crisis of 2007, economies in the UK, Europe and the US have struggled to recover and return to growth. An unexpectedly severe downturn could result from economic weakness in the emerging markets of Asia, spreading to the US, the UK and Europe. A slowdown in or reversal of economic growth could undermine the austerity plans of the UK and other countries in Europe. The risk to the UK is of particular concern. While all divisions are potentially affected, those most at risk include UK Corporate, UK Retail, Markets, Non-Core and Ulster Bank.
 
 
*unaudited
 
69

 
Business review Risk and balance sheet management continued
 

Impact on the Group
· 
If the UK experiences an unexpectedly severe economic downturn, the Group is exposed to the risk of losses largely as a result of increased impairments in its retail and commercial businesses in the UK. Its investment banking activities in the UK could also be adversely affected.

· 
A worsening of the already difficult economic environment in Ireland could result in increased impairments in Ulster Bank. In addition, it could make the sale or refinancing of related exposures in Non-Core more difficult, slowing progress towards the elimination of these exposures.
 
Mitigants
· 
To mitigate the risk, the Group actively monitors its risk positions with respect to country, sector, counterparty and product relative to risk appetite, placing exposures on Watch and subjecting them to greater scrutiny. In addition, the Group reduces exposures when appropriate and practicable.

(iv) An increase in the Group’s obligations to support pension schemes
The Group has established various pension schemes, thereby incurring certain obligations as sponsor of these schemes. All of the Group’s businesses are exposed to this risk.

· 
If the value of the pension scheme assets is not adequate to fund pension scheme liabilities, the Group may be required to set aside additional capital in support of the schemes. The amount of additional capital that may be required depends on the size of the shortfall when the assets are valued. However, as asset values are lower and liabilities higher than they were when the fund was last valued, an increase in capital required is a possibility.

· 
In addition, the Group may be required to increase its cash contributions to the schemes. Similarly, the amount of additional cash contributions that may be required depends on the size of the shortfall when the assets are valued. If interest rates fall further, the value of the schemes’ assets may decline as the value of their liabilities increases, leading to the need to increase cash contributions still further.

Mitigants
· 
In order to mitigate the risk, the Group has taken a number of steps, including changing the terms of its pension schemes to reduce the rate at which liabilities are increasing. These include: capping the growth rate of pensionable salary at two percent, and changing the retirement age to 65 with same contributions, with the option for individuals to retire at age 60 and pay an extra five percent of their salary to fund it.

Regulatory and legal risks

(i) A failure to demonstrate compliance with existing regulatory requirements related to conduct
The Group is subject to regulation governing the conduct of its business activities. For example, it must ensure that it sells its products and services only to informed and suitable customers and handles complaints efficiently and effectively. This risk affects all divisions.

Impact on the Group
· 
If the Group sells unsuitable products and services to customers or if the sales process is flawed, it may incur regulatory censure, including fines. In addition, it may suffer serious reputational damage.

· 
If the Group fails to handle customer complaints appropriately, it may incur regulatory censure, including fines. In addition, it may incur increased costs as it investigates these complaints and compensates customers. Further, it may suffer serious reputational damage.

Mitigants
In order to mitigate these risks, the Group has taken a number of steps:

· 
In order to mitigate the risk of mis-selling, affected divisions are exiting some businesses and improving staff training and controls in others.

· 
In order to improve the handling of customer complaints, divisions have detailed action plans in place to meet or exceed customer and regulatory requirements and address known shortcomings.

(ii) A failure to demonstrate compliance with other existing regulatory requirements
The Group is also subject to regulation governing its business activities more broadly. For example, it is required to take the steps necessary to ensure that it complies with rules in place to prevent money laundering, bribery and other forms of unlawful activity. It is also required to comply with certain regulations regarding the timely provision of banking services to customers. This risk affects all divisions.

Impact on the Group
· 
  
If the Group sells products and services to sanctioned individuals or groups, it may expose itself to the risk of litigation as well as regulatory censure. Its reputation would also suffer materially.

· 
If the Group, as a result of a systems failure, is unable to provide banking services to customers, it may incur regulatory fines and censure as well as suffer significant reputational damage.
 
 
*unaudited
 
70

 
Business review Risk and balance sheet management continued
 
 
Strategic risk objectives*: Top and emerging risk scenarios continued
Mitigants
· 
The Group is in the process of installing a new global client screening program, the objective of which is to prevent the inadvertent provision of products and services to sanctioned individuals or groups.

· 
The Group has also established and is implementing a plan to enhance the resilience of information technology and payment processing systems.

(iii) Losses or reputational damage arising from litigation
Given its diverse operations, the Group is exposed to the risk of litigation. For example, during the course of 2012, it was the subject of investigations into its activities in respect of LIBOR as well as securitisation. This risk affects all of the Group’s divisions.

Impact on the Group
· 
As a result of litigation, the Group may incur fines, suffer reputational damage, or face limitations on its ability to operate. In the case of LIBOR, the Group reached settlements with the Financial Services Authority, the Commodity Futures Trading Association and the US Department of Justice. It continues to cooperate with other governmental and regulatory authorities in relation to LIBOR investigations; the probable outcome is that the Group will incur additional financial penalties at the conclusion of these investigations.

Mitigants
· 
The Group defends claims against it to the best of its ability.

(iv) A failure to demonstrate compliance with new requirements arising from structural reform
In addition to existing regulation, the Group will be subject to new regulation arising from structural reform. For example, legislation creating the Single European Payment Area (SEPA) will require the Group to develop and implement the infrastructure necessary to effect domestic and cross border payments. This risk affects Markets, International Banking and Ulster Bank in particular.

Impact on the Group
· 
Compliance with the regulation will require substantial changes in the Group’s systems. As a result, the Group may not be able to meet the deadline for implementation, giving rise to the risk of regulatory fines and censure. In addition, as such a failure would affect customers, it could also have a material negative impact on the Group’s reputation.

Mitigants
· 
The Group has a project in train to design, develop and deliver the required systems changes.

Risks related to the Group’s operations

(i) A failure of information technology systems
The Group relies on information technology systems to service its customers, giving rise to the risk of losses and significant reputational damage should one or more of these systems fail. The risks of an information technology system failure affects all of the Group’s businesses.

Impact on the Group
· 
A failure could prevent the Group from making or receiving payments, processing vouchers or providing other types of services to its customers.

· 
A failure could also prevent the Group from managing its liquidity position, giving rise to the risk of illiquidity.

· 
A lack of management information could lead to an inadvertent breach of regulations governing capital or liquidity.

· 
A failure could also leave the Group vulnerable to cyber crime. The Group is also exposed to this risk indirectly, through outsourcing arrangements with third parties.

Mitigants
· 
The Group has developed a risk appetite framework to manage these risks and is implementing a plan to bring its risk position within risk appetite by improving batch processing through process redesign and simplification. The Group expects these investments to result in improvements over the course of 2013 and 2014.

(ii) A failure of operational controls
The Group is exposed to the risk of losses arising from a failure of supervisory controls to prevent a deviation from procedures. An example of such a deviation is an unauthorised trading event. Should existing controls prove inadequate, one or more individuals may expose the Group to risks far in excess of its approved risk appetite. While all divisions are exposed to this risk to some degree, Markets is particularly at risk.

Impact on the Group
· 
  
If one or more individuals deviate from procedures, the Group may take excessively large positions. If market prices change adversely, the Group may incur losses. Such losses may be substantial if the positions themselves are very large relative to the relevant market.

Mitigants
· 
Markets has developed a plan for addressing identified weaknesses, has benchmarked it against those of its peers and is implementing it.
 
 
*unaudited
 
71

 
Business review Risk and balance sheet management continued
 
 
Risk appetite and risk governance
73
Risk appetite
75
Risk organisation
76
Risk governance
80
Stress testing
81
Risk coverage
 
 
 
 
 
72

 
Business review Risk and balance sheet management continued
 
 
Risk appetite and risk governance
Risk appetite*
Risk appetite is both a key business tool and an integral part of RBS’s enterprise-wide approach to risk management. It is aligned with the Group’s strategic objectives, helping to strike an optimal balance between building a sustainable risk profile and creating long-term value for the Group’s customers, investors and wider stakeholders. The risk appetite framework is designed to ensure that each business can withstand significant deteriorations in economic and market conditions.

The Group’s risk appetite is set and owned by the Group Board. It identifies and establishes the level and type of risks that RBS is able and willing to take in order to:

· 
  
meet its strategic objectives - the Group’s Strategic Plan is built on the core foundations of serving its customers well, building a sustainable risk profile and creating long-term value for its shareholders; and

· 
meet its wider obligations to stakeholders - a bank that is safe and sound and puts serving customers at the heart of its thinking should also perform well for its owners, employees, regulators and communities.

Risk appetite is cascaded and embedded across the Group. It provides a greater understanding of the acceptable levels of risk for each business, aligning commercial strategies with the use of scarce financial resources, such as capital and funding. It provides a solid platform from which RBS can focus on its key business strengths and competitive advantages over the long term.

Delivering a sustainable and conservative risk profile
Risk appetite starts with the tone from the top (i.e. the strategic goals and risk philosophy set by the Group Board) and is cascaded through key targets, limits and risk tolerances that influence decision making from enterprise-wide to transactional level.

A strong risk culture is a key part of ensuring risk appetite is effectively embedded across the Group. The link between risk appetite and strategic objectives encourages people at all levels of the business to think about risk, how they apply it and how they manage it. It incorporates the quantitative and qualitative aspects of risk, and uses both absolute and relative risk measures.

The risk appetite framework is based upon four main pillars:

· 
Risk envelope metrics - RBS has set sustainable business goals over a medium-term horizon (including a target for the capital ratio, leverage ratio, loan:deposit ratio, liquidity portfolio and use of wholesale funding. These effectively set the broad boundaries within which the Group operates. The Non-Core division also acts as a primary driver for reducing risk and the size of the balance sheet.

· 
Quantitative risk appetite targets - Risk appetite is also aligned to potential risk exposures and vulnerabilities under severe but plausible stress conditions. Quantitative targets, under stress conditions, are set around the Group’s strategic risk objectives (refer to page 68).

· 
Qualitative risk appetite targets - The third strategic risk objective of maintaining stakeholder confidence covers qualitative aspects relating to the culture of risk management and controls and meeting stakeholder expectations. Risk appetite is based around identified expectations across a range of stakeholders (e.g. customers, employees, investors and the general public) and is closely aligned with key risk policies and controls (e.g. the Group Policy Framework, conduct risk, reputational risk).

· 
  
Risk control frameworks and limits - Risk control frameworks set granular tolerances and limits for material risk types (e.g. credit risk, market risk, conduct risk and operational risk) that are used to manage risk on a day-to-day basis. These limits support and are required to be consistent with the high-level risk appetite targets.

The framework is supported by a programme of communication, engagement and training rolled out across the Group to engender a wide understanding of the purpose and value of an effective risk appetite.

The Group Policy Framework (see following section) directly supports the qualitative aspects of risk appetite, helping to rebuild and maintain stakeholder confidence in the Group’s risk control and governance. This integrated approach ensures that an appropriate standard of control is set for each of the material risks the Group faces, with an effective assurance process put in place to monitor and report on performance.

Risk appetite has its own policy standard within the Group Policy Framework that sets out clear roles and responsibilities to measure, cascade and report performance against risk appetite, and to provide assurances that business is being conducted within approved risk limits and tolerances.

The Board Risk Committee reviews the framework and its targets on a regular basis to ensure they remain aligned to strategic objectives, business performance, emerging risks and changes in the external environment.


*unaudited
 
73

 
Business review Risk and balance sheet management continued

Creating sustainable value within risk appetite
Risk appetite supports value creation delivered in a safe and sustainable way. It is embedded within the annual planning and budgeting process. Business strategies are designed on the basis of key value drivers (e.g. regulatory framework, customer franchises, internal control framework, incentives) and whether they fit within agreed risk appetite boundaries.

A range of different but complementary tools have been developed to measure whether strategic plans are consistent with risk appetite, to test broader ‘what if’ questions and to assess the impact of changes in key assumptions:

· 
Integrated stress testing - (refer to page 80) assesses how earnings, capital and funding positions change under an unfavourable, yet plausible, scenario. Stress scenarios can differ by theme, geographical location or severity.

· 
Economic capital - provides complementary insights, with a breadth of understanding of risk profile changes and ‘tail risks’ across millions of different modelled scenarios.

· 
Sensitivity analysis - provides ‘ready reckoners’ around changes in key variables. It offers a high-level view on questions such as ‘what if GDP worsened by a further 1%?’, identifying certain tipping points where the Group’s risk profile moves outside its risk appetite.

Effective processes for reporting the results have also been developed, presenting the Board and senior management with a holistic and dynamic view of key risk exposures.

Group Policy Framework*
Achieving and sustaining a robust control framework comparable to those of the Group’s strongest international peers is critical to achieving the successful delivery of the Group’s risk objectives.

The Group Policy Framework (GPF), introduced in 2009, supports this goal by providing a consistent and structured overarching framework for conduct, control and governance. It provides clear guidance and controls on how the Group does business, linked to its risk appetite, its business conduct and compliance responsibilities, and its focus on delivering a control environment consistent with best practice against relevant external benchmarks.

The GPF and related initiatives aim to ensure that:

· 
The Group has ethical principals and clear control standards to identify the risks it faces to support effective risk management and meet regulatory and legal requirements;

· 
Policies are followed across the Group and compliance can be clearly evidenced, assessed and reported by line management;

· 
The control environment is monitored and overseen through good governance.

Communication and training programmes ensure staff are aware of their own responsibilities. Policy standard owners and sponsors review their policies on a regular basis, documenting identified shortfalls and addressing them within an agreed time frame.

In 2011, a number of key enhancements were delivered including the following:

· 
The Group’s policy standards were rewritten to ensure they clearly express the existing mandatory controls required to mitigate the key risks the Group faces;

· 
All of the Group’s policy standards were externally benchmarked; and

· 
For each policy standard, appropriate risk-based assurance activity was introduced to ensure each division is appropriately controlled and compliance with policy can be demonstrated.

During 2012, the scope of the GPF was refined further. Key developments included:

· 
Following external benchmarking exercises, additional policy standards were introduced setting out new mandatory controls required to mitigate key risks to the Group.

· 
A conduct risk framework was agreed and is being progressively established. Grouped under four policy standards - employee conduct, corporate conduct, market conduct; and conduct towards our customers - each is designed to provide high level direction to the Group and is supported by the Group's Code of Conduct (refer to page 307 for more detail).

· 
The Group’s key credit risk policies and mandatory controls were restructured and realigned to reflect the two distinct portfolios of credit risk: wholesale and retail. These changes are aimed at simplifying the policy structure and making it clearer to divisions which standards are applicable to their respective businesses.

· 
Certain procedural-related policy standards were removed from the framework to reduce bureaucracy and simplify the structure.

The GPF continues to be improved. The results of assurance activity, monitoring and analysis of the internal and external environment are used to reassess the policy standards on a regular basis.
 
 
*unaudited
 
74

 
Business review Risk and balance sheet management continued
 

Risk appetite and risk governance continued
Risk organisation*
The Group has an independent risk management function (‘RBS Risk Management’) which manages risk through independent challenge and oversight of the customer-facing businesses and support functions. It provides an overarching risk control framework linked to the risk appetite of the Group.

The Head of Restructuring and Risk is the Group Chief Risk Officer, who leads this function through the strategic setting and execution of its responsibilities. The Head of Restructuring and Risk reports to the Group Chief Executive and the Board Risk Committee, with a right of access to the Chairman.

RBS Risk Management is designed to align as closely as possible with the customer-facing businesses and support functions while maintaining an appropriate level of independence, which underpins the Group’s approach to risk management and is reinforced through the Group by appropriate reporting lines.

Within RBS Risk Management, Group functional heads (e.g. the Group Chief Credit Officer for the credit risk discipline, the Group Head of Operational Risk for the operational risk discipline) report directly into the Head of Restructuring and Risk and are responsible for firm-wide risk appetite and standards under their respective disciplines. For example, Group Compliance is responsible for conduct risk policy ownership, change management, assurance and training frameworks at Group level, including anti-money laundering, sanctions, terrorist financing, anti-bribery and corruption.

Risk management within divisions focuses on all material risks including credit, market, operational, regulatory and country risk, and business activities. Liquidity risk and the day-to-day management of liquidity and funding of the book is Group Treasury’s responsibility.

Oversight of risk within divisions is the responsibility of the relevant divisional Chief Risk Officer (CRO), with input from the relevant Group heads of function. This involves ensuring that:

· 
All activities undertaken by the individual divisions are consistent with the Group’s risk appetite targets;

· 
Group policies and resulting operating frameworks, including delegated authorities and limits, are complied with through effective monitoring and exception reporting; and

·   
There is the effective operation of Group-wide risk processes such as the Group Policy Framework and the New Product Risk Assessment Process.

Divisional CROs have a direct functional reporting line to the Deputy Group CRO.

The Head of Restructuring and Risk and the Deputy Group CRO have a direct involvement in the selection, appointment or removal of divisional CROs and Group functional heads and also have responsibility for their ongoing performance assessment and management.

Divisions mirror the Group set-up for risk management, i.e. the Divisional Executive Committees are responsible for setting and owning their risk appetite within Group constraints. The Divisional Risk Committees oversee the businesses relative to divisional and Group risk appetite and focus on ensuring that risks are adequately monitored and controlled.

The Divisional CROs provide independent oversight to this process, with support from the Group Chief Risk Officer, the Deputy Group CRO and Group functional heads as appropriate. Additional challenge and oversight is provided by Group functional heads on an ongoing basis and by Divisional Risk and Audit Committees on a periodic review basis.

For more information on risk governance and a presentation of the Group’s risk committees, refer to pages 76 to 79. For a summary of the main risk types faced by the Group and how it manages each of them, refer to pages 81 to 85
 
Three lines of defence
Having a strong three lines of defence model is important in a strong control environment. The Executive Committee approved a refreshed model in February 2012 and work is underway to embed this across the Group. The model’s main purpose is to define accountabilities and responsibilities for managing risk across the Group.

 
*unaudited
 
75

 
Business review Risk and balance sheet management continued
 

Risk governance*
The Group is committed to achieving the highest standards of corporate governance in every aspect of the business, including risk management.
A key aspect of the Group Board’s responsibility as the main decision-making body at Group level is the setting of Group risk appetite to ensure that the levels of risk that the Group is willing to accept in the attainment of its strategic business and financial objectives are clearly understood.

To enable the Group Board to carry out its objectives, it has delegated authority to senior Board and executive committees, as required and appropriate. A number of key committees specifically consider risk across the Group, as set out in the diagram below.
 

Notes:
(1)
The following sub-committees report directly to the Group Asset and Liability Management Committee: Capital and Stress Testing Committee, Pension Risk Committee, Balance Sheet Management Committee.
(2)
The following sub-committees report directly to the Group Risk Committee: Global Market Risk Committee, Group Country Risk Committee, Group Models Committee, Group Credit Risk Committee and Operational Risk Executive Committee. In addition, Divisional Risk Committees report to the Group Risk Committee. The Capital and Stress Testing Committee also provides monthly updates to the Group Risk Committee, escalating issues as necessary.
 
 
*unaudited
 
76

 
Business review Risk and balance sheet management continued
 

Risk appetite and risk governance: Risk governance* continued
The key risk responsibilities of each of these committees as well as their membership are set out in the table below. Further information on the Group Board and Board Committees is available on page 256.

These committees are supported at a divisional level by a risk governance structure embedded in the business. These committees play a key role in ensuring that the Group’s risk appetite is supported by effective risk management frameworks, limits and policies, together with clear accountabilities for approval, monitoring, oversight, reporting and escalation.

During 2012, the Conduct Risk Committee was created as a sub-committee of the Executive Risk Forum. Effective conduct risk management is not only a commercial imperative for the Group; customers, clients and counterparties demand it as a precursor to building trust. For more information on conduct risk and the Group’s management of this risk type, refer to page 249.

Board/Committee
Risk focus
Membership
Group Board
 
The Group Board ensures that the Group manages risk effectively by approving and monitoring the Group’s risk appetite, considering Group stress scenarios and agreed mitigants and identifying longer-term strategic threats to the Group’s business operations.
The Board of directors
Executive Committee
 
 
The Executive Committee considers recommendations on risk management matters referred by the Executive Risk Forum and/or Group Risk Committee, including recommendations on risk appetite, risk policies and risk management strategies. It operates under delegated authority from the Group Board.
Group Chief Executive
Group Finance Director
Chief Administration Officer
Chief Executive Officers of divisions
Head of Restructuring and Risk
Board Risk Committee
 
The Board Risk Committee provides oversight and advice to the Group Board on current and potential future risk exposure of the Group and risk strategy. It reviews the Group’s performance on risk appetite, oversees the operation of the Group Policy Framework and provides a risk review of remuneration arrangements. It operates under delegated authority from the Group Board.
At least three independent non-executive directors, one of whom is the Chairman of the Group Audit Committee.
Group Audit Committee
The Group Audit Committee reviews accounting policies, financial reporting and regulatory compliance practices of the Group, as well as its systems and standards of internal controls and monitors the Group’s processes for internal audit and external audit. It has responsibility for monitoring relationships with regulatory authorities. It operates under delegated authority from the Group Board.
At least three independent non-executive directors, at least one of whom is a financial expert as defined in the SEC rules under the US Exchange Act.
Group Performance and Remuneration Committee
 
The Group Performance and Remuneration Committee has oversight of the Group’s policy on remuneration and receives advice from RBS Risk Management and the Board Risk Committee to ensure that there is thorough risk input into incentive plan design and target setting, as well as risk review of performance bonus pools and clawback. It operates under delegated authority from the Group Board.
At least three independent non-executive directors
Group Sustainability Committee
The Group Sustainability Committee is responsible for overseeing and challenging how management is addressing sustainability and reputation issues related to all stakeholder groups. This includes customer and related citizenship activities, oversight of the delivery of the Purpose, Vision and Values cultural and behavioural change, and oversight of the sustainability aspects of the people agenda. It operates under delegated authority from the Group Board.
Independent non-executive directors
 
 
*unaudited
 
77

 
Business review Risk and balance sheet management continued

 
Board/Committee
Risk focus
Membership
Executive Risk Forum
 
The Executive Risk Forum has full authority to act on all material and/or enterprise-wide risk and control matters across the Group. It approves the most material limits and decisions above defined thresholds and delegates decisions below these thresholds to sub-committees and appropriate individuals. It operates under delegated authority from the Executive Committee.
Group Chief Executive
Group Finance Director
Chief Administration Officer
Chief Executive Officers of divisions
Head of Restructuring and Risk
Deputy Group Chief Risk Officer
Group Asset and Liability Management Committee
 
The Group Asset and Liability Management Committee is responsible for identifying, managing and controlling Group balance sheet risks in executing its business strategy. It operates under delegated authority from the Executive Risk Forum.
Group Finance Director
Group Treasurer
Chief Executive Officers of divisions
Head of Restructuring and Risk
Key Group Finance function heads
Chief Executive Officer, Markets, M&IB
Group Risk Committee
 
The Group Risk Committee acts on material and/or enterprise-wide risk and control matters across the Group. It is an oversight committee which reviews and challenges risks and limits across the functional areas and plays a key role exercising and demonstrating effective risk oversight across the Group. It reviews risks and issues on both a thematic and specific basis and focuses on forward-looking, emerging risks. It considers the overall risk profile across the Group and identifies any key issues for escalation to the Executive Risk Forum. It operates under delegated authority from the Executive Risk Forum.
Deputy Group Chief Risk Officer
Divisional Chief Risk Officers
Key Group Risk function heads
 
Conduct Risk Committee
The Conduct Risk Committee is responsible for the governance, leadership and strategic oversight of the Group’s conduct risk agenda, as well as escalating and reporting any material or strategically significant issues or matters to the Executive Risk Forum. It operates under delegated authority from the Executive Risk Forum.
 
Head of Restructuring and Risk
Group General Counsel
Deputy Group Chief Risk Officer
Global Head of Compliance
Director, Group Regulatory Affairs
Chief Executive Officer, Wealth Management
Managing Director, Products and Marketing, UK Retail
Chief Executive Officer, Corporate Banking
Vice Chairman, RBS Citizens Financial Group
Co-Head, M&IB Americas
Director, Group Operations, Business Services
Chief Operating Officer, Ulster Bank Group
Chief Executive Officer, RBS England & Wales and NatWest Scotland
Head of Group Internal Audit
Pension Risk Committee
The Pension Risk Committee considers the Group-wide view of pension risk appetite, mechanisms that could potentially be used for managing risk within the funds, and implications of the pension schemes’ financial strategy. It also reviews actuarial funding assumptions from a Group perspective as appropriate. The Pension Risk Committee consults with the Trustee’s Investment Executive where necessary. The Pension Risk Committee operates under delegated authority from the Group Asset and Liability Management Committee.
Group Finance Director
Head of Restructuring and Risk
Group Treasurer
Global Head of Market and Insurance Risk
Group Chief Accountant
Chief Executive Officer, Markets, M&IB
Global Head of Markets, M&IB
Group Head of Pension Risk
Deputy Group Chief Risk Officer
Head of Group Pensions
 
 
*unaudited
 
78

 
Business review Risk and balance sheet management continued

Risk appetite and risk governance: Risk governance* continued

Board/Committee
Risk focus
Membership
Capital and Stress Testing Committee
The Capital and Stress Testing Committee leads the integrated development and maintenance of risk capital approaches, frameworks and standards. It reviews positions and plans, agrees approaches and standards and provides cross-functional challenge on the topics outlined in its terms of reference. It is responsible to the Group Finance Director and the Head of Restructuring and Risk for many of these activities. It provides updates to the Group Asset and Liability Management Committee and Group Risk Committee and seeks approvals where necessary. It operates under delegated authority from the Group Asset and Liability Management Committee.
Group Finance Director
Key Group Finance function heads
Key Group Risk function heads
Executive Credit Group
 
The Executive Credit Group decides on requests for the extension of existing or new credit limits on behalf of the Group Board where the proposed aggregate facility limits are in excess of the credit approval authorities granted to individuals in divisions or in RBS Risk Management, or where an appeal against a decline decision of the Group Chief Credit Officer (or delegates) or Group Chief Risk Officer is referred for final decision.
Group A members (1)
Head of Restructuring and Risk
Deputy Chief Risk Officer
Group Chief Credit Officer/Chief Credit Officer N.V.
Head of Global Restructuring Group
Chief Risk Officer, Corporate Banking
 
Group B members (1)
Group Chief Executive
Group Finance Director
Deputy Chief Executive Officers, M&IB
 
(1)Decisions require input from at least one member from each of Group A and Group B.
Divisional Risk and Audit Committees
Divisional Risk and Audit Committees report to the Board Risk Committee and the Group Audit Committee on a quarterly basis. Their main responsibilities are to:
 
· monitor the performance of the divisions relative to divisional and Group risk appetite; and
 
· review accounting policies, internal control, financial reporting functions, internal audit, external audit and regulatory compliance.
Members: at least three non-executive members who are executives of the Group who do not have executive responsibility in the relevant division.
 
Attendees: at least two executives of the division, as appropriate. Representatives from finance, risk, internal audit and external audit.
 
Members of the Board Risk Committee and Group Audit Committee also have the right to attend.
 
 
*unaudited
 
79

 
Business review Risk and balance sheet management continued

Stress testing*
Stress testing describes the evaluation of a bank’s financial position under severe but plausible stress scenarios. Stress testing also refers to the broader framework under which these tests are developed, evaluated and used within the Group’s decision-making process in the context of the wider economic environment.

Internal stress tests
The Group’s stress testing framework is designed to embed stress testing as a key risk management technique into mainstream risk reporting, capital planning and business processes at divisional, legal entity and Group levels.

The Executive Risk Forum (see Risk governance on page 78) is the main body overseeing the Group's stress testing approach, processes and results. The forum is primarily responsible for reviewing and challenging the results of any Group-wide stress test and ensuring that, where necessary, appropriate management actions are undertaken. The Board Risk Committee receives reports detailing stress tests undertaken as part of the financial planning process. It reviews and challenges the stress scenarios and considers their impact on the Group's financial position. These reports outline relevant management actions as well as the extent to which such actions mitigate the effects of the stress scenario on the Group’s capital adequacy. The Board Risk Committee may also request additional stress tests as it deems necessary.

Stress testing forms part of the Group's risk and capital management framework and is a major component of the Basel III requirements. It highlights to senior management potential unexpected adverse outcomes related to a mixture of risks and provides an indication of how much capital might be required to absorb losses should adverse scenarios materialise. Stress tests, part of the financial planning process are conducted and presented to senior management semi-annually. Stress tests are also conducted to meet regulatory requirements as well as to assess the impact of business decisions on the Group's capital position. Examples of the former include the European Banking Authority’s EU-wide stress tests, the International Monetary Fund’s Financial Sector Assessment Program and the UK Financial Services Authority’s anchor stress tests while examples of the latter include stress tests conducted in connection with the transfer of assets from The Royal Bank of Scotland N.V. to The Royal Bank of Scotland plc.
Scenario stress testing is conducted throughout the Group as detailed below:

·  
As part of the financial planning and strategy cycle, stress tests are conducted by divisions and aggregated to produce firm-wide results. These stress tests are also used for monitoring divisional and Group risk appetite.

·  
Stress testing is performed centrally by Group functions both to meet regulatory requirements and for ad-hoc business analysis and decision-making. These stress tests also include reverse stress tests, which identify scenarios and circumstances that could render RBS’s business model unviable.

·  
Division-specific stress testing is undertaken to support risk identification and risk management decision-making.

·  
Risk-type specific stress testing is also conducted. For example, within the market risk management framework, a comprehensive programme of stress tests covers a variety of historical and hypothetical scenarios, including reverse stress tests.

Stress test scenarios specifically target both firm-wide vulnerabilities and negative global impacts. They consider a five-year horizon and include stress projections for macroeconomic variables such as GDP, unemployment rates, property prices, stock price indices, interest rates and inflation.
 
 
*unaudited
 
80

 
Business review Risk and balance sheet management continued

Risk appetite and risk governance continued
Risk coverage*
The main risk types faced by the Group are presented below, together with a summary of the key areas of focus and how the Group managed these risks in 2012.

Risk type
Definition
Features
How the Group managed risk and the focus in 2012
Capital adequacy risk
The risk that the Group has insufficient capital.
Potential to disrupt the business model and stop normal functions of the Group.
 
Potential to cause the Group to fail to meet the supervisory requirements of regulators.
 
Significantly driven by credit risk losses.
Core Tier 1 ratio was 10.3%, a sixty basis point improvement on 2011 (excluding the effect of APS). This largely reflected reduction in risk profile with risk-weighted assets (RWAs) down by nearly 10%, principally in Non-Core due to disposals and run-off and in Markets.
 
Refer to pages 86 to 95.
Liquidity and funding
The risk that the Group is unable to meet its financial liabilities as they fall due.
 
The Group’s performance in 2012 represented a new benchmark in the management of liquidity risk as the Group began operating under normalised market practices for the management of liquidity and funding risk despite a backdrop of continued market uncertainty and certain Group-specific factors such as a downgrade of the Group’s external credit rating.
 
The Group met or exceeded its medium term strategic funding and liquidity targets by 2012 year end. This included a loan:deposit ratio of 100%, short-term wholesale funding (STWF) of £42 billion, representing 5% of funded assets (target: less than 10%) and £147 billion liquidity portfolio which covered STWF 3.5 times (target: greater than 1.5 times STWF).
 
Refer to pages 96 to 115.
Credit risk
The risk that the Group will incur losses owing to the failure of a customer or counterparty to meet its obligation to settle outstanding amounts.
Loss characteristics vary materially across portfolios.
 
Significant link between losses and the macroeconomic environment.
 
Can include concentration risk - the risk of loss due to the concentration of credit risk to a specific product, asset class, sector or counterparty.
 
 
The Group manages credit risk based on a suite of credit approval, risk concentration, early warning and problem management frameworks and associated risk management systems and tools.
 
With a view to strengthening its credit risk management framework and ensuring consistent application across the Group, during 2012 the Group Credit Risk function launched a set of credit control standards with which divisions must comply, to supplement the existing policy suite. These standards comprise not only governance and policy but also behavioural, organisational and management norms that determine how the Group manages credit from origination to repayment.
 
During 2012, loan impairment charges were 27% lower than in 2011 despite continuing challenges in Ulster Bank Group (Core and Non-Core) and commercial real estate portfolios. Credit risk associated with legacy exposures continued to be reduced, with a further 34% decline in Non-Core credit RWAs during the year. The Group also continued to make progress in reducing key credit concentration risks, with exposure to commercial real estate declining 16% during 2012.
 
Refer to pages 116 to 200.
 
 
*unaudited
 
81

 
Business review Risk and balance sheet management continued

Risk type
Definition
Features
How the Group managed risk and the focus in 2012
Country risk
The risk of material losses arising from significant country-specific events.
Can arise from sovereign events, economic events, political events, natural disasters or conflicts.
 
Potential to affect parts of the Group’s credit portfolio that are directly or indirectly linked to the country in question.
 
Primarily present in credit portfolios of Markets, International Banking, Ulster Bank (Ireland), Group Centre (mainly Treasury) and Non-Core.
Under the Group's country risk framework, all countries except the UK and the US are currently under limit control. All countries with material exposures are monitored continually using the Group’s country risk watchlist process to identify emerging issues and facilitate the development of mitigation strategies. Detailed portfolio reviews are undertaken on a regular basis to ensure that country portfolio compositions remain aligned to the Group’s country risk appetite in light of evolving economic and political developments.
 
In the context of several sovereign downgrades, the Group has made continued progress in managing down its sovereign exposures. Having recognised an impairment on its holding of Greek government bonds in 2011, the Group participated in the restructuring of Greek sovereign debt in the first quarter of 2012 and no longer holds Greek government bonds. During 2012, the Group brought nearly all advanced countries under country limit control and further restricted its country risk appetite. Balance sheet exposures to periphery eurozone countries decreased by 13% or £9 billion to £59 billion with £20 billion outside of Ireland. Funding mismatches in Ireland and Spain reduced to approximately £9 billion and £4 billion respectively. Mismatches in other periphery eurozone countries were modest.
 
Refer to pages 211 to 239.
Insurance risk
The risk of financial loss through fluctuations in the timing, frequency and/or severity of insured events, relative to the expectations at the time of underwriting.
Frequent small losses which are material in aggregate. Infrequent large material losses.
The Group’s insurance risk resides principally in its majority owned subsidiary, Direct Line Insurance Group plc (DLG), which is listed on the London Stock Exchange. DLG ensures that it prices its policies and invests its resources appropriately to minimise the risk of potential loss. The risks are mitigated by agreeing policies and minimum standards that are regularly reviewed. The controls are supplemented by reviews by external experts.
 
 
 
*unaudited
 
82

 
Business review Risk and balance sheet management continued
 

Risk appetite and risk governance: Risk coverage* continued

Risk type
Definition
Features
How the Group managed risk and the focus in 2012
Market risk
The risk arising from fluctuations in interest rates, foreign currency, credit spreads, equity prices, commodity prices and risk-related factors such as market volatilities.
Frequent small losses which are material in aggregate.
 
Infrequent large material losses due to stress events.
 
The majority of the Group’s market risk exposure is in the Markets, International Banking and Non-Core divisions and Group Treasury. The Group is also exposed to market risk through interest rate risk and foreign exchange risk on its non-trading activities in the retail and commercial businesses.
 
A comprehensive structure is in place aimed at ensuring the Group does not exceed its qualitative and quantitative tolerance for market risk.
 
The Group’s market risk policy statements set out its qualitative tolerance for market risk. They define the governance, responsibilities and requirements for the identification, measurement, analysis, management and communication of market risk arising from the Group’s trading and non-trading investment activities.
 
The Group market risk limit framework expresses the Group’s quantitative tolerance for market risk. The Group limit metrics capture, in broad terms, the full range of market risk exposures, ensuring the risk is appropriately defined and communicated.
 
During 2012, the Group continued to reduce its risk exposures; market risk limits were lowered accordingly. Average trading VaR was £97 million, 8% lower than 2011, largely reflecting asset sales in Non-Core and decreases in ABS trading inventory in Markets.
 
Refer to pages 201 to 210.
Operational risk
The risk of loss resulting from inadequate or failed processes, people, systems or from external events.
Frequent small losses.
 
Infrequent significant losses.
The Group aims to manage operational risk to an acceptable level by taking into account the cost of minimising the risk against the resultant reduction in exposure.
 
During 2012, the Group continued to make good progress in enhancing its operational risk framework and risk management capabilities. Key areas of focus have included: embedding risk assessments, increasing the coverage of the scenario analysis portfolio, and improving statistical capital modelling capabilities.
 
Operational risk data have been enriched by the outputs from these enhancements, resulting in a more complete view of the Group’s operational risk profile and more informed risk appetite decisions.
 
The level of operational risk remains high due to the scale of change occurring across the Group (both structural and regulatory), macroeconomic stresses (e.g. eurozone distress) and other external threats such as e-crime. In June 2012 the Group was affected by a technology incident as a result of which the processing of certain customers accounts and payments were subject to considerable delay.
 
Refer to pages 241 to 243.
 
 
*unaudited
 
83

 
Business review Risk and balance sheet management continued

Risk type
Definition
Features
How the Group managed risk and the focus in 2012
Regulatory risk
The risk arising from non-compliance with regulatory requirements, regulatory change or regulator expectations.
Adverse impacts on strategy, capital structure, business models and operational effectiveness.
 
Financial cost of adapting to changes in laws, rules or regulations or of penalties for non-compliance.
 
Financial cost and reputational damage in respect of penalties for non-compliance/breach of regulations.
Management of regulatory risk entails early identification and effective management of changes in legislative and regulatory requirements that may affect the Group.
 
Within the Group Policy Framework, specific policies define the minimum standards for regulatory engagement, upstream risk management and registration and licensing of individuals. These set minimum standards within their respective areas, applicable across the Group.
 
During 2012, the Group, along with the rest of the banking industry, continued to experience unprecedented levels of prospective changes to laws and regulations from national and supranational regulators. Particular areas of focus were: conduct regulation; prudential regulation (capital, liquidity, governance and risk management); treatment of systemically important entities (systemic capital surcharges and recovery and resolution planning); and structural reforms, with the UK’s Independent Commission on Banking proposals, the European Union’s Liikanen Group recommendations and the Dodd-Frank/Volcker Rule agenda in the US.
 
Refer to pages 244 to 248.
Conduct risk
The risk that the conduct of the Group and its staff towards its customers, or within the markets in which it operates, leads to reputational damage and/or financial loss.
Arises from breaches of regulatory rules or laws by individual employees, or as a result of the Group’s retail or wholesale market conduct.
 
It may also arise from the failure to meet customers’ or regulators’ expectations of the Group.
 
Non-compliance may result in regulator enforcement, adverse publicity and financial penalties.
A defined and measurable appetite for conduct risk has been established to ensure commercial decisions take account of conduct risk implications.
 
A management framework has been developed to enable the consistent identification, assessment and mitigation of conduct risks. Embedding of this framework started during 2012 and is continuing in 2013.
 
Grouped under four pillars (employee conduct, corporate conduct, market conduct and conduct towards the Group’s customers), each conduct risk policy is designed to ensure the Group meets its obligations and expectations.
 
Awareness initiatives and targeted conduct risk training for each policy, aligned to the phased policy roll-out, have been developed and are being delivered to help embed understanding and provide the necessary clarity. These actions are designed to facilitate effective conduct risk management, and address shortcomings identified through recent instances of inappropriate conduct.
 
Refer to page 249.
 
 
*unaudited
 
84

 
Business review Risk and balance sheet management continued
 
 
Risk appetite and risk governance: Risk coverage* continued

Risk type
Definition
Features
How the Group managed risk and the focus in 2012
Reputational risk
The risk of brand damage and/or financial loss due to the failure to meet stakeholders’ expectations of the Group.
Can arise from a range of actions taken (or, in some cases, not taken) by the Group, as well as its wider policies and practices.
 
Can be detrimental to the business in a number of ways, including an inability to build or sustain customer relationships, low staff morale, regulatory censure, or reduced access to funding sources.
The Group Board has ultimate responsibility for managing the Group's reputation, although all parts of the Group have responsibility for any reputational impact arising from their operations. The Board's oversight is supported by executive risk committees (including a new Conduct Risk Committee) and by the Group Sustainability Committee.
 
In 2012, the Group strengthened the alignment of reputational risk management with its strategic objective of serving customers well and with the management of a range of risk types that have a reputational sensitivity. There are still legacy reputational issues to work through, but dealing with them in an open and direct manner is a necessary prerequisite to rebuilding a strong reputation for the Group.
 
Refer to page 250.
Business risk
The risk of losses as a result of adverse variance in the Group’s revenues and/or costs relative to its business plan and strategy.
May be caused by internal factors such as volatility in pricing, sales volumes and input costs, and/or by external factors such as exposure to macroeconomic, regulatory and industry risks.
 
Influenced by other risks the Group faces that may contribute to adverse changes in revenues and/or costs, were these risks to crystallise.
The Group seeks to minimise its exposure to business risk, subject to its wider strategic objectives. Business risk is identified, measured and managed through the Group’s planning cycles and performance management processes.
 
The Group operates a rolling forecast process which identifies projected changes in, or risks to, operating profit and ensures appropriate action is taken.
 
The management of business risk lies primarily with divisions, with oversight at the Group level led by Finance.
 
During 2012, the Group continued to de-risk its balance sheet and to shrink its more volatile Markets businessThe Group has further enhanced its scenario modelling to better understand potential threats to earnings, and to develop appropriate contingency plans.
 
Refer to page 250.
Pension risk
The risk arising from the Group’s contractual liabilities to or with respect to its defined benefit pension schemes, as well as the risk that it will have to make additional contributions to such schemes.
Funding position can be volatile due to the uncertainty of future investment returns and the projected value of schemes’ liabilities.
The Group manages the risk it faces as a sponsor of its defined benefit pension schemes using a framework that encompasses risk reporting and monitoring, stress testing, modelling and an associated governance structure. This helps ensure the Group is able to fulfil its obligation to support the defined benefit pension schemes to which it has exposure.
 
In 2012, the Group focused on enhancing its pension risk management and modelling systems and implementing a Group pension risk policy standard.
 
Refer to pages 251 and 252.


Each risk type maps into the Group’s risk appetite framework and contributes to the overall achievement of its strategic objectives with underlying frameworks and limits. The key frameworks and developments over the past year are described in the relevant sections of the following pages.
 
 
*unaudited
 
85

 
Business review Risk and balance sheet management continued
 

 
Capital management
87
Introduction
87
2012 achievements
87
Governance and approach
88
Capital ratios
88
  Pillar 3
89
Capital resources
89
  Flow statement (Basel 2.5)
90
  Reconciliation between accounting and regulatory consolidation
91
  Reconciliation between accounting equity and regulatory capital
93
Risk-weighted assets
93
  Divisional analysis
94
  Flow statement
94
Looking forward
94
  Basel III
95
  Model changes
95
  Other regulatory capital changes
95
  European Banking Authority (EBA) recommendation
 
 

 
 
86

 
Business review Risk and balance sheet management continued
 
 
Capital management
Introduction*
The Group aims to maintain an appropriate level of capital to meet its business needs and regulatory requirements, and the Group operates within an agreed risk appetite.

The appropriate level of capital is determined based on the dual aims of: (i) meeting minimum regulatory capital requirements; and (ii) ensuring the Group maintains sufficient capital to uphold investor and rating agency confidence in the organisation, thereby supporting the business franchise and funding capacity.

2012 achievements*
The Group’s Core Tier 1 ratio of 10.3% is higher than at the end of 2011 (after adjusting for Asset Protection Scheme effects) despite absorbing regulatory changes equivalent to 109 basis points and in the face of challenging economic headwinds and continuing costs of de-risking. This has been achieved through a continued focus on reshaping the Group’s use of capital.

The Group has developed its stress testing capability to identify the impact of a wider set of potential scenarios. The stress outcomes show that the de-risking in the Group has been effective in reducing the impacts of stress scenarios and at the same time the capital ratios have been improving, resulting in increased capital buffers. The changes to the risk profiles as a result of de-risking include run-down of Non-Core, reduction in concentrations, and revising the strategic footprint of the Markets division.

The capital allocation approaches used in the Group will be developed to become increasingly risk sensitive and align risk management and resource allocation more fully.

Governance and approach
The Group Asset and Liability Management Committee (GALCO) is responsible for ensuring the Group maintains adequate capital at all times. The Capital and Stress Testing Committee (CAST) is a cross-functional body driving and directing integrated risk capital activities including determination of the amount of capital the Group should hold, how and where capital is allocated and planning for actions that would ensure that an adequate capital position would be maintained in a stressed environment. These activities have linkages to capital planning, risk appetite and regulatory change. CAST reports through GALCO and comprises senior representatives from Risk Management, Group Finance and Group Treasury.

Determining appropriate capital*
The minimum regulatory capital requirements are identified by the Group through the Internal Capital Adequacy Assessment Process and then agreed between the Group Board and the appropriate supervisory authority.

The Group’s own determination of how much capital is sufficient is derived from the desired credit rating level, risk appetite and reflects the current and emerging regulatory requirements of the Group. It is evaluated through the application of both internally and externally defined stress tests that identify potential changes in capital ratios to a range of scenarios.

The Group identifies the management and recovery actions that could be applied to stress environments. These form an important part of the capital management approach and the contingency planning arrangements, complementing the established buffers.

Monitoring and maintenance*
Based on these determinations, which are continually reassessed, the Group aims to maintain capital adequacy, both at Group level and in each regulated entity.

The Group operates a rigorous capital planning process aimed at ensuring the capital position is controlled within the agreed parameters. This incorporates regular re-forecasts of the capital positions of the regulated entities and the overall Group. In the event that the projected position might deteriorate beyond acceptable levels, the Group would issue further capital and/or revise business plans accordingly.

Stress testing approaches are used to determine the level of capital required to ensure the Group expects to remain adequately capitalised.

Capital allocation*
Capital resources are allocated to the Group’s businesses based on key performance parameters agreed by the Group Board in the annual strategic planning process. Principal among these is a profitability metric, which assesses the effective use of the capital allocated to the business. Projected and actual return on equity is assessed against target returns set by the Group Board. The allocations also reflect strategic priorities, the intensity of regulatory capital use and the usage of other key Group resources such as balance sheet funding and liquidity.

Economic profit is also planned and measured for each division during the annual planning process. It is calculated by deducting the cost of equity utilised in the particular business from its operating profit and measures the value added over and above the cost of equity.

The Group aims to deliver sustainable returns across the portfolio of businesses with projected business returns stressed to test key vulnerabilities.

The divisions use return on capital metrics when making pricing decisions on products and transactions to ensure customer activity is appropriately aligned with Group and divisional targets and allocations.

The Financial Services Authority (FSA) uses the risk asset ratio as a measure of capital adequacy in the UK banking sector, comparing a bank’s capital resources with its RWAs (the assets and off-balance sheet exposures are weighted to reflect the inherent credit and other risks). By international agreement, the risk asset ratios should not be less than 8% with a Tier 1 component of not less than 4%.
 
 
87

 
Business review Risk and balance sheet management continued
 
 
Capital ratios*
The Group’s capital, RWAs and risk asset ratios, calculated in accordance with FSA definitions, are set out below.

Capital
2012 
£bn 
2011 
£bn 
2010 
£bn 
Core Tier 1
47.3 
46.3 
49.6 
Core Tier 1 (excluding Asset Protection Scheme (APS))
47.3 
49.1 
53.8 
Tier 1
57.1 
57.0 
60.1 
Total
66.8 
60.7 
65.3 


Risk-weighted assets by risk
2012 
2011 
2010 
£bn 
£bn 
£bn 
Credit risk
     
  - non-counterparty
323.2 
344.3 
385.9 
  - counterparty
48.0 
61.9 
68.1 
Market risk
42.6 
64.0 
80.0 
Operational risk
45.8 
37.9 
37.1 
 
459.6 
508.1 
571.1 
APS relief
— 
(69.1)
(105.6)
 
459.6 
439.0 
465.5 

Risk asset ratios
%
%
%
Core Tier 1
10.3 
10.6 
10.7 
Core Tier 1 (excluding APS)
10.3 
9.7 
9.5 
Tier 1
12.4 
13.0 
12.9 
Total
14.5 
13.8 
14.0 

Key point
·
The Core Tier 1 ratio, excluding relief provided by APS, has improved to 10.3% at 31 December 2012 driven by continued run-down and disposal of Non-Core assets and the reshaping of the balance sheet and capital usage in Markets.

Refer to page 94 for details on regulatory changes due to Basel III and Capital Requirement Directive IV and commentary on related projections for the Group.

Pillar 3*
The Group publishes its Pillar 3 disclosures on its website, providing a range of additional information relating to Basel II and risk and capital management across the Group. The disclosures focus on capital resources and adequacy and discuss a range of credit risk measures and management methods (such as credit risk mitigation, counterparty credit risk and provisions) and their associated RWAs under the various Basel II approaches. Detailed disclosures are also made on equity exposures, securitisations, operational risk, market risk and interest rate risk in the banking book.
 
 
*unaudited
 
88

 
Business review Risk and balance sheet management continued
 
 
Capital management continued
Capital resources*
Flow statement (Basel 2.5)
The table below analyses the movement in Core Tier 1, Other Tier 1 and Tier 2 capital during the year.

Core Tier 1 capital
 £m 
At 1 January 2012
46,341 
Attributable loss net of movements in fair value of own credit
(2,647)
Ordinary shares issued
120 
Share capital and reserve movements in respect of employee share schemes
821 
Foreign exchange reserve movements
(867)
Decrease in non-controlling interests
(24)
Decrease in capital deductions including APS first loss
4,307 
Decrease in goodwill and intangibles
1,313 
Defined pension fund movement (net of prudential filter adjustment)
(977)
Other movements
(1,067)
At 31 December 2012
47,320 
   
Other Tier 1 capital
 
At 1 January 2012
10,649 
Foreign currency reserve movements
(189)
Decrease in Tier 1 deductions
(252)
Other movements
(393)
At 31 December 2012
9,815 
   
Tier 2 capital
 
At 1 January 2012
8,546 
Dated subordinated debt issued
4,167 
Dated subordinated debt redeemed/matured
(3,582)
Foreign exchange movements
(643)
Decrease in capital deductions including APS first loss
4,649 
Other movements
(985)
At 31 December 2012
12,152 
   
Supervisory deductions
 
At 1 January 2012
(4,828)
Decrease in deductions
2,341 
At 31 December 2012
(2,487)
   
Total regulatory capital at 31 December 2012
66,800 
 
 
*unaudited
 
89

 
Business review Risk and balance sheet management continued
 
 
Reconciliation between accounting and regulatory consolidation*
The table below provides a reconciliation between accounting and regulatory consolidation.

2012
Accounting 
balance sheet 
Deconsolidation 
 of insurance and 
other entities (1)
Consolidation 
of banking 
 associates/ 
other entities (2)
Regulatory 
consolidation 
£m 
£m 
£m 
£m 
Assets
       
Cash and balances at central banks
79,290 
— 
544 
79,834 
Loans and advances to banks
63,951 
(30)
48 
63,969 
Loans and advances to customers
500,135 
1,438 
2,883 
504,456 
Debt securities
157,438 
(12)
743 
158,169 
Equity shares
15,232 
(194)
— 
15,038 
Settlement balances
5,741 
— 
— 
5,741 
Derivatives
441,903 
— 
— 
441,903 
Intangible assets
13,545 
— 
— 
13,545 
Property, plant and equipment
9,784 
(1,320)
32 
8,496 
Deferred tax
3,443 
— 
— 
3,443 
Prepayments, accrued income and other assets
7,820 
(77)
(320)
7,423 
Assets of disposal groups
14,013 
(10,544)
— 
3,469 
 
1,312,295 
(10,739)
3,930 
1,305,486 
         
Liabilities
       
Deposits by banks
101,405 
— 
92 
101,497 
Customer accounts
521,279 
— 
3,486 
524,765 
Debt securities in issue
94,592 
— 
— 
94,592 
Settlement balances
5,878 
— 
— 
5,878 
Short positions
27,591 
— 
— 
27,591 
Derivatives
434,333 
— 
— 
434,333 
Accruals, deferred income and other liabilities
14,801 
(100)
253 
14,954 
Retirement benefit liabilities
3,884 
— 
— 
3,884 
Deferred tax
1,141 
(5)
— 
1,136 
Subordinated liabilities
26,773 
— 
99 
26,872 
Liabilities of disposal groups
10,170 
(9,267)
— 
903 
 
1,241,847 
(9,372)
3,930 
1,236,405 
         
Non-controlling interests
2,318 
(1,367)
— 
951 
Owners’ equity
68,130 
— 
— 
68,130 
Total equity
70,448 
(1,367)
— 
69,081 
         
 
1,312,295 
(10,739)
3,930 
1,305,486 

Notes:
(1)
The Group must only include particular types of subsidiary undertaking in the regulatory consolidation. Insurance undertakings and non-financial undertakings are excluded from the regulatory consolidation, although they are included in the consolidation for financial reporting.
(2)
The Group must proportionally consolidate its associated undertakings where they are classified as credit institutions or financial institutions for regulatory purposes. These will generally have been equity accounted for financial reporting purposes.
 
 
*unaudited
 
90

 
Business review Risk and balance sheet management continued
 
 
Capital management: Capital resources continued
Reconciliation between accounting equity and regulatory capital*
The table below provides a reconciliation of shareholders’ equity per accounting balance sheet to the regulatory capital.

 
2012 
£m 
2011 
£m 
2010 
£m 
Shareholders’ equity (excluding non-controlling interests)
     
 Called-up share capital
6,582 
15,318 
15,125 
 Paid-in equity
431 
431 
431 
 Share premium
24,361 
24,001 
23,922 
 Retained earnings
10,596 
18,929 
21,239 
 AFS reserve - debt securities
(409)
(1,065)
(2,061)
 AFS reserve - equity shares
63 
108 
25 
 Cash flow hedging reserve
1,666 
879 
(140)
 Other reserves
24,840 
16,218 
16,591 
 
68,130 
74,819 
75,132 
       
 Less: innovative securities transferred to other Tier 1 capital
(431)
(431)
(431)
 Less: preference shares transferred to other Tier 1 capital
(4,313)
(4,313)
(4,313)
       
Non-controlling interests
2,318 
1,234 
1,719 
 Less: innovative securities transferred to other Tier 1 capital
(548)
(548)
(548)
 Less: minority interest deconsolidated
(1,367)
(259)
(259)
       
Regulatory adjustments and deductions
     
 Own credit
691 
(2,634)
(1,182)
 Defined benefit pension adjustment
913 
— 
— 
 Unrealised losses on AFS debt securities
409 
1,065 
2,061 
 Unrealised gains on AFS equity shares
(63)
(108)
(25)
 Cash flow hedging reserve
(1,666)
(879)
140 
 Other adjustments for regulatory purposes
(197)
571 
204 
 Goodwill and other intangible assets
(13,545)
(14,858)
(14,448)
 50% of expected loss
(13,954)
(15,316)
(12,827)
 Less: 50% of internal rating based impairment allowances
11,432 
11,865 
10,169 
 Less: tax on 50% of expected loss over impairment provisions
618 
915 
758 
 50% securitisation positions
(1,107)
(2,019)
(2,321)
 50% of APS first loss
— 
(2,763)
(4,225)
 
(16,469)
(24,161)
(21,696)
       
Core Tier 1 capital
47,320 
46,341 
49,604 
       
Other Tier 1 capital
     
 Preference shares - equity transferred from shareholders’ equity
4,313 
4,313 
4,313 
 Preference shares - debt transferred from subordinated liabilities
1,054 
1,094 
1,097 
 Innovative securities transferred from shareholders’ equity
431 
431 
431 
 Innovative securities transferred from non-controlling interests
548 
548 
548 
 Innovative/hybrid securities transferred from subordinated liabilities
3,146 
3,688 
3,683 
 
9,492 
10,074 
10,072 
Tier 1 deductions
     
 50% material holdings
(295)
(340)
(310)
 Tax on excess of expected losses over impairment provisions
618 
915 
758 
 
323 
575 
448 
Total Tier 1 capital
57,135 
56,990 
60,124 

 
*unaudited
 
91

 
Business review Risk and balance sheet management continued
 
 
 
2012 
£m 
2011 
£m 
2010 
£m 
Qualifying Tier 2 capital
     
 Subordinated debt
26,773 
26,319 
27,053 
 Less: transferred to other Tier 1 capital
(4,200)
(4,782)
(4,780)
 Less: amortisation
(5,049)
(4,275)
(2,915)
 Less: other adjustments
(1,910)
(897)
(761)
 
15,614 
16,365 
18,597 
       
 Unrealised gains on AFS equity shares
63 
108 
25 
 Collectively assessed impairment provisions
399 
635 
778 
 Non-controlling Tier 2 capital
— 
11 
11 
 
16,076 
17,119 
19,411 
       
Tier 2 deductions
     
 50% of securitisation positions
(1,107)
(2,019)
(2,321)
 50% excess of expected losses over impairment provisions
(2,522)
(3,451)
(2,658)
 50% of material holdings
(295)
(340)
(310)
 50% of APS first loss
— 
(2,763)
(4,225)
 
(3,924)
(8,573)
(9,514)
       
Total Tier 2 capital
12,152 
8,546 
9,897 
       
Supervisory deductions
     
 Unconsolidated Investments
     
   - Direct Line Group
(2,081)
(4,354)
(3,962)
   - Other investments
(162)
(239)
(318)
 Other deductions
(244)
(235)
(452)
 
(2,487)
(4,828)
(4,732)
Total regulatory capital
66,800 
60,708 
65,289 

Key points
·
Core Tier 1 capital increased by £1 billion during 2012. Excluding APS however, Core Tier 1 capital decreased by £1.8 billion.
 
·
Attributable loss, net of fair value of own credit, of £2.6 billion was partially offset by lower Core Tier 1 deduction for securitisation positions of £1.1 billion, primarily relating to restructuring of monolines within Non-Core.
 
 
*unaudited
 
92

 
Business review Risk and balance sheet management continued
 
 
Capital management continued
Risk-weighted assets*
Divisional analysis
Risk-weighted assets by risk category and division were as follows:

 
Credit risk
Market 
risk 
Operational 
risk 
Gross 
RWAs 
Non-counterparty 
Counterparty 
2012
£bn 
£bn 
£bn 
£bn 
£bn 
UK Retail
37.9 
7.8 
45.7 
UK Corporate
77.7 
8.6 
86.3 
Wealth
10.3 
0.1 
1.9 
12.3 
International Banking
46.7 
5.2 
51.9 
Ulster Bank
33.6 
0.6 
0.2 
1.7 
36.1 
US Retail & Commercial
50.8 
0.8 
4.9 
56.5 
Retail & Commercial
257.0 
1.4 
0.3 
30.1 
288.8 
Markets
14.0 
34.7 
36.9 
15.7 
101.3 
Other
4.0 
0.4 
1.4 
5.8 
Core
275.0 
36.5 
37.2 
47.2 
395.9 
Non-Core
45.1 
11.5 
5.4 
(1.6)
60.4 
Group before RFS Holdings MI
320.1 
48.0 
42.6 
45.6 
456.3 
RFS Holdings MI
3.1 
0.2 
3.3 
Group
323.2 
48.0 
42.6 
45.8 
459.6 

2011
         
UK Retail
41.1 
— 
— 
7.3 
48.4 
UK Corporate
71.2 
— 
— 
8.1 
79.3 
Wealth
10.9 
— 
0.1 
1.9 
12.9 
International Banking
38.9 
— 
— 
4.3 
43.2 
Ulster Bank
33.6 
0.6 
0.3 
1.8 
36.3 
US Retail & Commercial
53.6 
1.0 
— 
4.7 
59.3 
Retail & Commercial
249.3 
1.6 
0.4 
28.1 
279.4 
Markets
16.7 
39.9 
50.6 
13.1 
120.3 
Other
9.8 
0.2 
— 
2.0 
12.0 
Core
275.8 
41.7 
51.0 
43.2 
411.7 
Non-Core
65.6 
20.2 
13.0 
(5.5)
93.3 
Group before RFS Holdings MI
341.4 
61.9 
64.0 
37.7 
505.0 
RFS Holdings MI
2.9 
— 
— 
0.2 
3.1 
Group
344.3 
61.9 
64.0 
37.9 
508.1 
APS relief
(59.6)
(9.5)
— 
— 
(69.1)
Net RWAs
284.7 
52.4 
64.0 
37.9 
439.0 

2010
         
UK Retail
41.7 
— 
— 
7.1 
48.8 
UK Corporate
76.4 
— 
— 
7.8 
84.2 
Wealth
10.4 
— 
0.1 
2.0 
12.5 
International Banking
44.0 
— 
— 
7.7 
51.7 
Ulster Bank
29.2 
0.5 
0.1 
1.8 
31.6 
US Retail & Commercial
52.1 
0.9 
— 
4.4 
57.4 
Retail & Commercial
253.8 
1.4 
0.2 
30.8 
286.2 
Markets
21.5 
34.5 
44.7 
9.6 
110.3 
Other
16.4 
0.4 
0.2 
1.0 
18.0 
Core
291.7 
36.3 
45.1 
41.4 
414.5 
Non-Core
91.3 
31.8 
34.9 
(4.3)
153.7 
Group before RFS Holdings MI
383.0 
68.1 
80.0 
37.1 
568.2 
RFS Holdings MI
2.9 
— 
— 
— 
2.9 
Group
385.9 
68.1 
80.0 
37.1 
571.1 
APS relief
(88.2)
(17.4)
— 
— 
(105.6)
Net RWAs
297.7 
50.7 
80.0 
37.1 
465.5 
 
 
*unaudited
 
93

 
Business review Risk and balance sheet management continued
 
 
Flow statement
The table below analyses the movement in credit risk, market risk and operational risk RWAs by key drivers during the year.

 
Credit risk
Market 
risk 
Operational 
risk 
Gross 
RWAs 
 
Non-counterparty 
Counterparty 
£bn 
£bn 
£bn 
£bn 
£bn 
At 1 January 2012
344.3 
61.9 
64.0 
37.9 
508.1 
Business and market movements (1)
(46.0)
(20.4)
(16.3)
7.9 
(74.8)
Disposals
(7.3)
(3.8)
(6.5)
— 
(17.6)
Model changes (2)
32.2 
10.3 
1.4 
— 
43.9 
At 31 December 2012
323.2 
48.0 
42.6 
45.8 
459.6 

Notes:
(1)
Represents changes in book size, composition, position changes and market movements.
(2)
Refers to implementation of a new model or modification of an existing model after approval from the FSA.

Key Points
·
The £75 billion decrease due to business and market movements is driven by:
 
- Market risk and counterparty risk decreased by £16 billion and £20
 
  billion due to reshaping the business risk profile;
 
- Run-off of balances in Non-Core;
 
- Declines in Retail and Commercial due to loans migrating into
 
  default and customer deleveraging; and
 
- Reduction in credit risk in the Group liquidity portfolio as European
 
  peripheral exposures were sold.

·
The increase in operational risk follows the recalibration based on the average of the previous three years financial results. The substantial losses recorded in 2008 no longer feature in the calculation.

·
Disposals of £18 billion relate to Non-Core disposals, including RBS Aviation Capital and exposures relating to credit derivative product companies, monolines and other counterparties.

·
Model changes of £44 billion reflect:
 
- Changes to credit metrics applying to corporate, bank and
 
  sovereign exposures as models were updated to reflect more
 
  recent experience, £30 billion; and
 
- Application, of slotting approach to UK commercial real estate
 
  exposures, £12 billion.

Looking forward
Basel III*
The rules issued by the Basel Committee on Banking Supervision (BCBS), commonly referred to as Basel III, are a comprehensive set of reforms designed to strengthen the regulation, supervision, risk and liquidity management of the banking sector.

In December 2010, the BCBS issued the final text of the Basel III rules, providing details of the global standards agreed by the Group of Governors and Heads of Supervision, the oversight body of the BCBS and endorsed by the G20 leaders at their November 2010 Seoul summit.

The new capital requirements regulation and capital requirements directive that implement Basel III proposals within the European Union (EU) (collectively known as CRD IV) are in two parts, Capital Requirements Directive (CRD) and the Capital Requirements Regulation. Further technical detail will be provided by the European Banking Authority through its Implementing Technical Standards and Regulatory Technical Standards.

The CRD IV has not yet been finalised and consequently the Basel III implementation date of 1 January 2013 has been missed. While it is anticipated that agreement of the CRD IV will be achieved during 2013, the implementation date remains uncertain.

CRD IV and Basel III will impose a minimum common equity Tier 1 (CET1) ratio of 4.5% of RWAs. There are three buffers which will affect the Group: the capital conservation buffer(1); the counter-cyclical capital buffer(2) (up to 2.5% of RWAs), to be applied when macro-economic conditions indicate areas of the economy are over-heating; and the Global-Systemically Important Bank (G-SIB) buffer(3), leading to an additional common equity Tier 1 requirement of 4% and a total common equity Tier 1 ratio of 8.5%. The regulatory target capital requirements will be phased in and are expected to apply in full from 1 January 2019.
 
Notes:
(1)
The capital conservation buffer is set at 2.5% of RWAs and is intended to be available in periods of stress. Drawing on the buffer would lead to a corresponding reduction in the ability to make discretionary payments such as dividends and variable compensation.
(2)
The counter-cyclical buffer is institution specific and depends on the Group's geographical footprint and the macroeconomic conditions pertaining in the individual countries in which the Group operates. As there is a time lag involved in determining this ratio, it has been assumed that it will be zero for the time being.
(3)
The G-SIB buffer is dependent on the regulatory assessment of the Group. The Group has been provisionally assessed as requiring additional CET1 of 1.5% in the list published by the Financial Stability Board (FSB) on 1 November 2012. The FSB list is updated annually. The actual requirement will be phased in from 2016, initially for those banks identified (in the list) as G-SIBs in November 2014.
 
 
*unaudited
 
94

 
Business review Risk and balance sheet management continued
 
 
Capital management: Looking forward continued
The changes in the definition of regulatory capital under CRD IV and the capital ratios will be subject to transitional rules:

·
The increase in the minimum capital ratios and the new buffer requirements will be phased in over the five years from implementation of the CRD IV;

·
The application of the regulatory deductions and adjustments at the level of common equity, including the new deduction for deferred tax assets, will also be phased in over the five years from implementation; the current adjustment for unrealised gains and losses on available-for-sale securities will be phased out; and

·
Subordinated debt instruments which do not meet the new eligibility criteria will be will be grandfathered on a reducing basis over ten years.

The Group is well advanced in its preparations to comply with the new requirements based on the draft rules. Given the phasing of both capital requirements and target levels, in advance of needing to comply with the fully loaded end state requirements, the Group will have the opportunity to continue to generate additional capital from earnings and take management actions to mitigate the impact of CRD IV.

The Group’s pro forma Core Tier 1 ratio on a fully loaded basis at 31 December 2012, based on its interpretation of the rules and assuming they were applied today, is estimated at 7.7%(1). The pro forma capital ratio reflects the Group’s interpretation of the draft July 2011 CRD IV rules and how these rules are expected to be updated for subsequent EU and Basel pronouncements.

The actual impact of CRD IV on capital ratios may be materially different as the requirements and related technical standards have not yet been finalised and will ultimately be subject to application by local regulators. The actual impact will also be dependent on required regulatory approvals and the extent to which further management action is taken prior to implementation.

Models changes
The Group, in conjunction with the FSA, regularly evaluates its models for the assessment of RWAs ascribed to credit risk (including counterparty risk) across various classes. This includes implementing changes to the RWA requirements for commercial real estate portfolios consistent with revised industry guidance from the FSA. The changes to RWA resulting from model changes during 2012 have increased RWA requirements by £44 billion of which £12 billion relates to property guidance. Further uplifts are expected in 2013 totalling c.£10 billion to £15 billion.

Other regulatory capital changes*
The Group is managing the changes to capital requirements from new regulation and model changes and the resulting impact on the common equity Tier 1 ratio, focusing on risk reduction and deleveraging. This is principally being achieved through the continued run-off and disposal of Non-Core assets and deleveraging in Markets, as the business focuses on the most productive returns on capital. Markets RWAs decreased by £19 billion in 2012 which also lessens the increases driven by the counterparty risk changes in CRD IV.

European Banking Authority (EBA) recommendation
The EBA issued a recommendation in 2011 that the national regulators should ensure that credit institutions build up a temporary capital buffer to reach a 9% Core Tier 1 ratio by 30 June 2012 (‘the recapitalisation of EU banks’). In its final report on the recapitalisation exercise in October 2012, the EBA stated that once the CRD IV is finally adopted, the 2011 recommendation would be replaced with a new recommendation. The new recommendation will include the requirement for banks to maintain a nominal amount of Core Tier 1 capital as defined by the EBA for the 2011 stress test and recapitalisation recommendation) corresponding to the amount of 9% of the RWAs at 30 June 2012. The Group does not expect the potential floor to become a limiting factor.
 
 
Note:
(1)
Based on the following principal assumptions: (i) divestment of Direct Line Group (ii) deductions for financial holdings of less than 10% of common equity Tier 1 capital have been excluded pending the finalisation of CRD IV rules (iii) RWA uplifts assume approval of all regulatory models and completion of planned management actions (iv) RWA uplifts include the impact of credit valuation adjustments (CVA) and asset valuation correlation on banks and central clearing counterparties (v) EU corporates, pension funds and sovereigns are assumed to be exempt from CVA volatility charge in calculating RWA impacts.
 
 
*unaudited
 
95

 
 
 

 
Business review Risk and balance sheet management continued
 

Liquidity, funding and related risks
97
Introduction
97
2012 achievements and looking forward
98
Liquidity risk
98
  Policy, framework and governance
100
  Stress testing
101
  Contingency planning
101
  Liquidity reserves
101
  Regulatory oversight
102
Funding risk
102
  Funding sources
102
  Central bank funding
102
  Balance sheet composition
103
Liquidity and funding risk: Analyses
103
  Funding sources
103
  - Notes issued
104
  - Deposit and repo funding
104
  - Divisional loan:deposit ratios and funding gaps
105
  - Long-term debt issuance
106
  Liquidity
106
  - Liquidity portfolio
108
  - Net stable funding ratio
109
  Maturity analysis
110
  Encumbrance
112
  Non-traded interest rate risk
112
  - Introduction and methodology
112
  - Analyses
112
      Value-at-risk
113
      Sensitivity of net interest income
114
  Currency risk
114
  - Structural foreign currency exposures
115
  Non-traded equity risk
 
 
 
 
 
96

 
 
Business review Risk and balance sheet management continued
 

Liquidity, funding and related risks
Introduction
Liquidity risk is the risk that the Group is unable to meet its financial obligations, including financing wholesale maturities or customer deposit withdrawals, as and when they fall due. Liquidity risk is highly dependent on company specific characteristics such as the maturity profile and composition of the Group’s assets and liabilities, the quality and marketable value of its liquidity buffer and broader market factors, such as wholesale market conditions alongside depositor and investor behaviour.

Safety and soundness of the balance sheet is one of the central pillars of the Group’s restructuring strategy. Effective management of liquidity risk is central to the safety and soundness agenda. The Group’s experiences in 2008 have heavily influenced both the Group’s and other stakeholders’ approach to this area.

2012 achievements and looking forward*
The Group continued to make solid progress in pursuit of its safety and soundness agenda throughout 2012, with the majority of its medium-term balance sheet targets now met or exceeded. This is despite particularly volatile wholesale market conditions during most of the year due to ongoing stresses emanating from the eurozone.

The Group has actively reduced short-term wholesale funding and has a lower wholesale funding need compared to earlier years. Progress has largely been due to the continued success in executing the Group’s restructuring efforts, as well as by attracting deposits and continuing to deleverage via the run down of Non-Core and risk reductions in Markets. The Group has a smaller balance sheet that is funded by a diverse and stable deposit base.

The Group is expected to have a lower wholesale funding requirement going forward. The Group will continue to look at accessing the market opportunistically from time to time to further support the Group’s overall funding strategy.

Highlights of 2012 include:
·
The Group’s credit profile improved markedly during the year reflecting the success of its restructuring efforts. Credit default swaps spreads fell by 60% from their 2011 peak and secondary bond spreads on five year maturity have narrowed from c.450 basis points to c.100 basis points.

·
The Group repaid all the remaining emergency UK Government funding and liquidity support that was provided to it during 2008-2009 under the Credit Guarantee Scheme and Special Liquidity Scheme.
 
·
The Group resumed coupon payments on hybrid capital securities following the end of the two year coupon payment ban imposed by the European Commission as part of its 2009 State Aid ruling. Coupons remain suspended on Tier 1 instruments issued by RBS Holdings N.V. until the end of April 2013.
 
·
The Group and RBS plc issued a combined £1.0 billion in term debt net of buy-backs, a fraction of the £20.9 billion issued in 2011. Short-term wholesale funding was actively managed down to £41.6 billion from £102.4 billion.

·
The overall size of the liquidity buffer reduced modestly to £147.2 billion from £155.3 billion reflecting the lower levels of short-term wholesale funding and a smaller balance sheet. This also allowed the Group to alter the ratio of primary to secondary liquid assets within the liquidity buffer to 62%:38% from 77%:23%. This re-weighting, by reducing the holdings of the lowest yielding liquid assets, benefited the Group’s net interest margin, whilst maintaining a higher quality buffer.

·
Retail & Commercial deposits grew by £8 billion to £401 billion, with particularly strong growth in UK Retail following successful savings campaigns. Wholesale deposits were allowed to run-off, declining by £11 billion to leave Group deposits £3 billion lower at £434 billion.

·
The Group’s loan:deposit ratio improved from 108% in 2011 to reach management’s medium-term target of 100% at 31 December 2012, with lending fully funded by customer deposits and a corresponding reduction in more volatile short-term wholesale funding.

·
The Group has taken advantage of market conditions through the course of the year to further supplement its capital base.

·
RBS Group plc, RBS plc, RBS Citizens Financial Group Inc. and Direct Line Insurance Group plc in aggregate issued £4.8 billion of subordinated liabilities in 2012.

·
The Group successfully undertook two public liability management exercises targeting Lower Tier 2 and senior unsecured debt in support of ongoing balance sheet restructuring initiatives.


 
 
97

 
 
Business review Risk and balance sheet management continued
 
 
Liquidity risk
The Group has in place a comprehensive set of policies to manage liquidity risk that reflects internal risk appetite, best market practice and complies with prevailing regulatory strictures. These policies have been comprehensively updated since 2008 reflecting:

·
the Group’s experiences in 2008 and 2009;

·
the Group’s restructuring plan and revised risk appetite and framework;

·
regulatory developments and enhancements;

·
ongoing instability in global financial markets; and

·
more conservative expectations from the Group’s various stakeholders.

These policies are designed to address three broad issues which ensure that:

·
the Group’s main legal entities maintain adequate liquidity resources at all times to meet liabilities as and when they fall due;

·
the Group maintains an adequate liquidity buffer appropriate to the business activities of the Group and its risk profile; and

·
the Group has in place robust strategies, policies, systems and procedures for identifying, measuring, monitoring and managing liquidity risk.

At its simplest, these policies and the governance and actions they mandate, determine the sources of liquidity risk and the steps the Group can take when these risks exceed certain tolerances which are actively monitored. These include not only when and how to use the Group’s liquidity buffer but also what other adjustments to the Group’s balance sheet could be undertaken to manage these risks within Group appetite.

These policies are reviewed at least annually or sooner if the Group’s own liquidity position changes or if market conditions and/or regulatory rules warrant further amendment or refinement.

During 2012, the Group’s liquidity risk management was tested by two different events, the lowering of the Group’s credit rating and the technology incident. These two events highlight the variety of circumstances and events through which liquidity risk can materialise.
 
In the case of the credit rating downgrade by Moody’s, the Group was given adequate notice to plan for such an outcome and challenge Moody’s analytical approach. Potential or actual changes in the Group’s or any of its subsidiaries ratings prompt an intensive internal review of the likelihood and magnitude of such an outcome on customer and counterparty behaviours. These include stress testing and scenario modelling. This analysis was reviewed internally and shared with the FSA. As a precautionary measure the Group increased the size of its liquidity buffer in the period leading up the conclusion of the rating review. Such actions proved unnecessary once Moody’s concluded their rating review as there was very limited impact on customer or counterparty behaviour.

Conversely, the technology event could not be foreseen and whilst similar steps to understand the full impact needed to be taken, the process was performed under a vastly compacted timeframe. Both events have demonstrated the considerable progress the Group has made in addressing the sources of liquidity risk and mitigating any impacts, real or reputational.

Policy, framework and governance
Governance
The Group has in place a robust and comprehensive set of policies and procedures for assessing, measuring and controlling the liquidity risk within the Group. This ensures that the Group always maintain sufficient eligible and appropriate financial resources to meet its forward looking financial commitments as they fall due.

The Group’s appetite for liquidity risk is set by the Board and then managed by various functions within the business. For example, measurement of the Group’s liquidity risk is managed on a daily basis within Group Finance, policy compliance and development is managed within the Group Risk framework.

In setting risk limits the Board takes into account the nature of the Group’s various activities, the Groups overall risk appetite, market best practice and regulatory compliance.

Analogous provisions and requirements exist for each member of the Group, who must comply with both internal standards and local regulatory frameworks for the different jurisdictions in which they operate.

The Group’s principal regulator, the FSA, has a comprehensive set of liquidity policies the cornerstone of which is Policy Statement (PS) 09/16. In order to comply with the FSA regulatory process, the Group:

·
Must complete and keep updated an Individual Liquidity Adequacy Assessment (ILAA);

·
Submit itself to the Supervisory Liquidity Review Process which is a review of the ILAA and the Group’s liquidity policies and operational capacity and capability; and

·
This in turn leads to the Group and the FSA agreeing the parameters of Group’s Individual Liquidity Guidance (ILG). Which influences the overall size of the Group’s liquidity buffer.

 
 
 
98

 
 
Business review Risk and balance sheet management continued
 

Liquidity risk: Policy, framework and governance continued
The ILAA is the cornerstone of the Group’s assessment process and informs the Group Board and the FSA of the assessment and quantification of the Group’s liquidity risks and their mitigation and how much current and future liquidity is required to manage those risks.

The Group has identified ten specific liquidity risk factors which range from the risk associated with both behavioural and contractual customer deposit outflows, through to firm-specific reputational factors that could impact the Group’s liquidity position from time to time.

In addition, the Group follows the broader market developments in respect of the ongoing evolution of industry and regulatory liquidity risk policies that are currently being debated at an international level and adjusts its policies and processes where appropriate.

Finally, external stakeholders such as market counterparties, debt and equity investors and credit rating agencies actively review and challenge the Group’s approach, their views being reflected through their ongoing support of the Group.

The Group actively monitors ongoing regulatory developments in the international arena. Whilst most individual country regulators have implemented or refined specific country liquidity regulations, much work continues at an international level to agree common standards.

The majority of this work is conducted under the auspices of the Basel Committee on Bank Supervision and includes discussion on important measures such as the liquidity coverage ratio (LCR) and the net stable funding ratio (NSFR). The Group will always look to proactively adopt such measures into its reporting capabilities provided that there is an alignment and agreement between domestic and international regulators on these issues and specific country regulatory rules are updated to reflect these agreements.

In January 2013, the Basel Committee on Banking Supervision issued its revised draft guidance for calculating the LCR, which is currently expected to come into force from 1 January 2015 on a phased basis. Pending the finalisation of the definitions, the Group monitors the LCR and the NSFR in its internal reporting framework based on its interpretation and expectation of the final rules. On this basis, as of 31 December 2012, the Groups LCR was over 100% and the NSFR 117%.

At present there is a broad range of interpretations on how to calculate the NSFR and, especially, the LCR due to the lack of a commonly agreed market standard. There are also inconsistencies between the current regulatory approach of the FSA and that being proposed in the LCR with respect to the treatment of unencumbered assets that could be pledged to central banks via a discount window facility. This makes meaningful comparisons of the LCR between institutions difficult. The Group will continue to work with regulators and industry groups to measure and report the impact of the rules as they are finalised. Assumptions will be refined as regulatory interpretations evolve.
 
Liquidity measurement and monitoring
Liquidity risk is measured and assessed on a daily basis at Group level. The Group uses a set of internal and regulatory metrics and analysis to assess liquidity risk.

The Group uses limits to manage and control the overall extent of liquidity risk within the balance sheet. Limits focus on the aggregate risk, the amount and composition of particular sources of liabilities, asset liability mismatches and third party counterparty concentrations. Reported balance sheet metrics such as loan:deposit ratio targets or the percentage of short-term wholesale funding are examples of these limits.

The Group also uses appropriate transfer pricing of liquidity costs to foster appropriate pricing behaviour and decision making. The Group’s internal transfer pricing policy helps to manage the balance sheet mix and composition of contingent and actual liabilities and to ensure that liquidity risk is reflected in product pricing and divisional business performance measurement. This also ensures that divisions are being correctly incentivised to source the most appropriate mix of funding.

Stress and scenario testing is used to help inform a broader understanding of liquidity risk as well as to model specific liquidity risks events, for example the secession of a country from the euro.

The Group actively monitors a range of market and firm-specific early warning indicators of emerging liquidity stresses. Some of these indicators will be actual performance of the business against pre-agreed limits, for example customer deposit outflows. Others will be based around general or specific market movements such as movements in the Group’s credit default swap spreads.

Liquidity risks are reviewed at legal entity daily, and performance reported to Divisional and Group Asset and Liability Committees. Any breach or material deterioration of these metrics will set in motion a series of actions and escalations that could lead to activation of the contingency funding plan. Any breach of these metrics that subsequently means that the Group can no longer comply with its ILG will necessitate notification to the FSA and the eventual submission of a liquidity remediation plan.

The Group’s liquidity risk framework is subject to internal oversight, challenge and governance both at Board level and via internal control functions such as Internal Audit. The Group is also subject to regulatory review and challenge from the FSA through its supervisory programme.


 
 
 
99

 
 
Business review Risk and balance sheet management continued

 

Stress testing*
The strength of any bank’s liquidity risk management can only be evaluated on the Group’s ability to survive under stress.

Simulated liquidity stress testing is regularly performed for each business as well as the major operating subsidiaries. Stress tests are designed to look at the impact of a variety of firm-specific and market-related scenarios on the future adequacy of the Group’s liquidity resources. Stress tests can be run at any time in response to the emergence of one of these risks.

Scenarios include assumptions about significant changes in key funding sources, external credit ratings, contingent uses of funding, and political and economic conditions or events in particular countries. For example, during 2012 the Group undertook a specific series of stress tests to assess the likely worst case impact associated with a one notch downgrade to the Group’s credit rating by Moody’s. Stress scenarios are applied to both on-balance sheet instruments and off-balance sheet activities, to provide a comprehensive view of potential cash flows.

In determining the adequacy of the Group’s liquidity resources the Group focuses on the stressed outflows it could be anticipated to experience as a result of any stress scenario occurring. These outflows are measured as occurring over certain time periods which extend from any given day out to two weeks, to as long as three months. The Group is expected to be able to withstand these stressed outflows through its own resources (principally the use of the liquidity buffer) over these time horizons without having to revert to extraordinary central bank or governmental assistance.

The Group’s actual experiences from the 2008 and 2009 period have factored heavily into the liquidity analysis in the past, although more recent market conditions and events provide more up-to-date data for scenario modelling. Stress tests are augmented from time to time to reflect firm-specific or emerging market risks that could have a material impact on the Group’s liquidity position.

The Group’s liquidity risk appetite is measured by reference to the liquidity buffer as a percentage of stressed contractual and behavioural outflows under the worst of three severe stress scenarios as envisaged under the FSA regime. Liquidity risk is expressed as a surplus of liquid assets over three months’ stressed outflows under the worst of a market-wide stress, an idiosyncratic stress and a combination of both. At 31 December 2012, the Group’s holding of liquid assets was 128% of the worst case stress requirements.

The results of stress testing are an active part of management and strategy in balance sheet management and inform allocation, target and limit discussions. In short, limits in the business-as-usual environment are bounded by capacity to satisfy the Group’s liquidity needs in the stress environments.

Key liquidity risk stress testing assumptions

·
Net wholesale funding - Outflows at contractual maturity of wholesale funding and conduit commercial paper, with no rollover/new issuance. Prime Brokerage, 100% loss of excess client derivative margin and 100% loss of excess client cash.

·
Secured financing and increased haircuts - Loss of secured funding capacity at contractual maturity date and incremental haircut widening, depending upon collateral type.

·
Retail and commercial bank deposits - Substantial outflows as the Group could be seen as a greater credit risk than competitors.

·
Intra-day cashflows - Liquid collateral held against intra-day requirement at clearing and payment systems is regarded as encumbered with no liquidity value assumed. Liquid collateral is held against withdrawal of unsecured intra-day lines provided by third parties.

·
Intra-group commitments and support - Risk of cash within subsidiaries becoming unavailable to the wider Group and contingent calls for funding on Group Treasury from subsidiaries and affiliates.

·
Funding concentrations - Additional outflows recognised against concentration of providers of wholesale secured financing.

·
Off-balance sheet activities - Collateral outflows due to market movements, and all collateral owed by the Group to counterparties but not yet called; anticipated increase in firm’s derivative initial margin requirement in stress scenarios; collateral outflows contingent upon a multi-notch credit rating downgrade of Group firms; drawdown on committed facilities provided to corporates, based on counterparty type, creditworthiness and facility type; and drawdown on retail commitments.

·
Franchise viability - Group liquidity stress testing includes additional liquidity in order to meet outflows that are non-contractual in nature, but are necessary in order to support valuable franchise businesses.

·
Management action - Unencumbered marketable assets that are held outside of the Core liquidity buffer and are of verifiable liquidity value to the firm, are assumed to be monetised (subject to haircut/valuation adjustment).

 
 
 
100

 
 
Business review Risk and balance sheet management continued

 
Liquidity risk continued
Contingency planning
The Group has a Contingency Funding Plan (CFP), which is updated as the balance sheet evolves and forms the basis of analysis and actions to remediate adverse circumstances as and if they arise. The CFP is linked to stress test results and forms the foundation for liquidity risk limits. The CFP provides a detailed description of the availability, size and timing of all sources of contingent liquidity available to the Group in a stress event. These are ranked in order of economic impact and effectiveness to meet the anticipated stress requirement. The CFP includes documented processes for actions that may be required to meet the outflows. Roles and responsibilities for the effective implementation of the CFP are also documented.

Liquidity reserves
Liquidity risks are mitigated by the Group’s centrally managed liquidity buffer. The size of the reserve is an output from internal modelling and the FSA’s ILG. The majority of the portfolio is held in the FSA regulated UK Defined Liquidity Group (UK DLG) comprising the Group’s five UK banks: The Royal Bank of Scotland plc, National Westminster Bank Plc, Ulster Bank Limited, Coutts & Co and Adam & Company.

Certain of the Group's significant operating subsidiaries - RBS N.V., RBS Citizens Financial Group Inc. (CFG) and Ulster Bank Ireland Limited - hold locally managed portfolios of liquid assets that comply with local regulations but may differ with FSA rules. These portfolios are the responsibility of the local Treasurer who reports to the Group Treasurer.

The Group‘s liquidity buffer is managed by Group Treasury and is the responsibility of the Group Treasurer. The liquidity buffer is ring-fenced from the trading book within the Markets division. The liquidity buffer is actively managed so as to balance its liquidity value relative to the margin impact of maintaining a large and high quality investment portfolio. This is in line with internal liquidity risk policy and appetite and regulatory guidance. The portfolio is accounted for on an available-for-sale basis. The value of the portfolio can move up and down based on a variety of market movements. Gains can and will be taken through sales of portfolios. Such sales and gains are part of normal portfolio management and these gains can be used to offset costs in other parts of the Group.

The Group analyses its liquidity buffer including its locally managed liquidity pools into primary and secondary liquidity groups.
The primary liquidity group generally reflects eligible liquid assets, such as cash and balances at central banks, treasury bills and other high quality government and agency bonds, and other local primary qualifying liquid assets for each of the significant operating subsidiaries that maintain a local liquidity pool.

Secondary liquidity assets represent other qualifying liquid assets that are eligible for local central bank liquidity facilities but do not meet the core local regulatory definition. For example, secondary liquid assets include self-issued securitisations or covered bonds that are retained on balance sheet and pre-positioned with a central bank so that they can be converted into additional sources of liquidity at very short notice.

The Group in consultation with the FSA and subject to the requirements of the FSA’s ILG can change the composition of its liquidity buffer. The change in composition may relate to market specific factors, changes in internal liquidity risk mix or regulatory guidance. This occurred in 2012 when the FSA agreed to recognise an increase in the amount of secondary liquidity assets and a reduction in primary assets. Such a change was made possible in conjunction with the introduction of the Funding for Lending Scheme. The reduction in the balance of primary assets was also beneficial to the Group’s margin.

Regulatory oversight
The Group operates in multiple jurisdictions and is subject to a number of regulatory regimes.

The Group’s lead regulator is the UK Financial Services Authority (FSA). The FSA implemented a new liquidity regime as documented in PS 09/16, on 1 June 2010. The new rules provide a standardised approach applied to all UK banks and all building societies as well as branches and subsidiaries of foreign financial firms. The rules focus on the UK DLG and cover adequacy of liquidity resources, controls, stress testing and the Individual Liquidity Adequacy Assessment.

In addition, in the US, the Group’s operations must meet liquidity requirements set out by the US Federal Reserve Bank, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Financial Industry Regulatory Authority. In the Netherlands, RBS N.V. is subject to the De Nederlandsche Bank liquidity oversight regime.

 
 
 
101

 
 
Business review Risk and balance sheet management continued

 

Funding risk
As noted earlier, the Group actively participates in the broader international debate and process regarding further reform and refinement of liquidity risk oversight and policies, and will seek to adopt commonly agreed upon measures where there is consistent alignment between domestic and international regulators.

Funding sources
The Group has access to a variety of wholesale funding sources across the globe, including short-term money markets and term debt investors through its secured and unsecured funding programmes. These sources of funding are complementary to the Group’s customer deposit gathering activities.

Diversity in funding is provided by its active role in the money markets, along with access to global capital flows through the Group’s international client base. These funding programmes allow the Group (or its subsidiaries) to issue secured or unsecured, senior or subordinated securities. Over time the Group’s wholesale funding franchise has been diversified by currency, geography, maturity and type.

The Group accesses the market directly or through one of its main operating subsidiaries through established funding programmes. The use of different entities to access the market from time to time allows the Group to further diversify its funding profile, take advantage of different benefits offered by using these entities, and in certain limited circumstances demonstrate to regulators that specific operating subsidiaries enjoy market access in their own right. This flexibility will become increasingly important in the future as the Group moves towards complying with the Independent Commission on Banking recommendations.

Central bank funding*
The Group may access various funding facilities offered by central banks from time to time. The use of such facilities can be both part of a wider strategic objective to support initiatives to help stimulate economic growth or as part of the Group’s broader liquidity management and funding strategy. Overall usage and repayment of available central bank facilities will fit within the Group’s overall liquidity risk appetite and concentration limits contained therein so as not to create outsized maturity exposures.

During 2012, the Group drew down €10 billion of funding under the European Central Bank’s Long Term Refinancing Operation and £750 million of treasury bills under the Bank of England’s Funding for Lending Scheme.

Balance sheet composition
The Group’s balance sheet composition is a function of the broad array of product offerings and diverse markets served by its Core divisions. The structural composition of the balance sheet is augmented as needed through active management of both asset and liability portfolios. The objective of these activities is to optimise the liquidity profile in normal business environments, while ensuring adequate coverage of all cash requirements under extreme stress conditions.

Diversification of the Group’s funding base is central to its balance sheet management strategy. The Group’s businesses have developed large customer franchises based on strong relationship management and high quality service. These customer franchises are strongest in the UK, the US and Ireland, but extend into Europe and Asia. Customer deposits provide large pools of stable funding to support the majority of the Group’s lending.

The Group also accesses wholesale markets by way of public and private debt issuances on an unsecured and secured basis. These debt issuance programmes are spread across multiple currencies and maturities, to appeal to a broad range of investor types and preferences around the world. This market-based funding supplements the Group’s structural liquidity needs and, in some cases, achieves certain capital objectives.

 
 
 
102

 
 
Business review Risk and balance sheet management continued

 

Liquidity and funding risk: Analyses
Funding sources
The table below shows the Group’s principal funding sources excluding repurchase agreements.
 
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Deposits by banks
     
  derivative cash collateral
28,585 
31,807 
28,074 
  other deposits
28,489 
37,307 
38,243 
 
57,074 
69,114 
66,317 
Debt securities in issue
     
  conduit asset-backed commercial paper (ABCP)
— 
11,164 
17,320 
  other commercial paper (CP)
2,873 
5,310 
8,915 
  certificates of deposit (CDs)
2,996 
16,367 
37,855 
  medium-term notes (MTNs)
66,603 
105,709 
131,026 
  covered bonds
10,139 
9,107 
4,100 
  securitisations
11,981 
14,964 
19,156 
 
94,592 
162,621 
218,372 
Subordinated liabilities
27,302 
26,319 
27,053 
Notes issued
121,894 
188,940 
245,425 
Wholesale funding
178,968 
258,054 
311,742 
Customer deposits
     
  cash collateral
7,949 
9,242 
10,433 
  other deposits
426,043 
427,511 
420,433 
Total customer deposits
433,992 
436,753 
430,866 
Total funding
612,960 
694,807 
742,608 

The table below shows the Group’s wholesale funding by source.

 
Short-term wholesale funding (1)
 
Total wholesale funding
 
Net inter-bank funding (2)
 
Excluding 
derivative 
collateral 
Including 
derivative 
collateral 
 
Excluding 
derivative 
collateral 
Including 
derivative 
collateral 
 
Deposits 
Loans (3)
Net 
inter-bank 
funding 
 
£bn 
£bn 
 
£bn 
£bn 
 
£bn 
£bn 
£bn 
2012
41.6 
70.2 
 
150.4 
179.0 
 
28.5 
(18.6)
9.9 
2011
102.4 
134.2 
 
226.2 
258.1 
 
37.3 
(24.3)
13.0 
2010
129.7 
157.8 
 
283.7 
311.7 
 
38.2 
(31.3)
6.9 

Notes:
(1)
Short-term wholesale balances denote those with a residual maturity of less than one year and include longer-term issuances.
(2)
Excludes derivative collateral.
(3)
Primarily short-term balances.

Notes issued
The table below shows the Group’s debt securities in issue and subordinated liabilities by residual maturity.

2012
Debt securities in issue
     
Conduit 
ABCP 
Other CP 
and CDs 
MTNs 
Covered 
bonds 
Securitisations 
Total 
Subordinated 
liabilities 
Total 
notes issued 
Total 
notes issued 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Less than 1 year
— 
5,478 
13,019 
1,038 
761 
20,296 
2,351 
22,647 
18 
1-3 years
— 
385 
20,267 
2,948 
540 
24,140 
7,252 
31,392 
26 
3-5 years
— 
1 
13,374 
2,380 
— 
15,755 
756 
16,511 
14 
More than 5 years
— 
5 
19,943 
3,773 
10,680 
34,401 
16,943 
51,344 
42 
 
— 
5,869 
66,603 
10,139 
11,981 
94,592 
27,302 
121,894 
100 
                   
2011
                 
Less than 1 year
11,164 
21,396 
36,302 
— 
27 
68,889 
624 
69,513 
37 
1-3 years
— 
278 
26,595 
2,760 
479 
30,112 
3,338 
33,450 
18 
3-5 years
— 
16,627 
3,673 
— 
20,302 
7,232 
27,534 
14 
More than 5 years
— 
26,185 
2,674 
14,458 
43,318 
15,125 
58,443 
31 
 
11,164 
21,677 
105,709 
9,107 
14,964 
162,621 
26,319 
188,940 
100 

 
 
 
103

 
 
Business review Risk and balance sheet management continued

 
2010
Debt securities in issue
     
Conduit 
ABCP 
Other CP 
and CDs 
MTNs 
Covered 
bonds 
Securitisations 
Total 
Subordinated 
liabilities 
Total 
notes issued 
Total 
notes issued 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Less than 1 year
17,320 
46,051 
30,589 
— 
88 
94,048 
964 
95,012 
39 
1-3 years
— 
702 
47,357 
1,078 
12 
49,149 
754 
49,903 
20 
1-5 years
— 
12 
21,466 
1,294 
34 
22,806 
8,476 
31,282 
13 
More than 5 years
— 
31,614 
1,728 
19,022 
52,369 
16,859 
69,228 
28 
 
17,320 
46,770 
131,026 
4,100 
19,156 
218,372 
27,053 
245,425 
100 

Deposit and repo funding
The table below shows the composition of the Group’s deposits excluding repos and repo funding.

 
2012
 
2011
 
2010
 
Deposits 
Repos 
 
Deposits 
Repos 
 
Deposits 
Repos 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Financial institutions
               
 - central and other banks
57,074 
44,332 
 
69,114 
39,691 
 
66,317 
32,739 
 - other financial institutions
64,237 
86,968 
 
66,009 
86,032 
 
65,532 
75,782 
Personal and corporate deposits
369,755 
1,072 
 
370,744 
2,780 
 
365,334 
6,312 
 
491,066 
132,372 
 
505,867 
128,503 
 
497,183 
114,833 

£173 billion or 40% of the customer deposits included above are insured through the UK Financial Services Compensation Scheme, US Federal Deposit Insurance Corporation Scheme and other similar schemes. Of the personal and corporate deposits above, 42% related to personal customers and 58% to corporate customers.

Divisional loan:deposit ratios and funding gaps
The table below shows divisional loans, deposits, customer loan:deposit ratios and customer funding gaps.

2012
Loans (1)
Deposits (2)
Loan:deposit 
ratio (3)
Funding surplus 
/(gap) (3)
£m 
£m 
£m 
UK Retail
110,970 
107,633 
103 
(3,337)
UK Corporate
104,593 
127,070 
82 
22,477 
Wealth
16,965 
38,910 
44 
21,945 
International Banking (4)
39,500 
46,172 
86 
6,672 
Ulster Bank
28,742 
22,059 
130 
(6,683)
US Retail & Commercial
50,726 
59,164 
86 
8,438 
Conduits (4)
2,458 
— 
— 
(2,458)
Retail & Commercial
353,954 
401,008 
88 
47,054 
Markets
29,589 
26,346 
112 
(3,243)
Other
3,264 
3,340 
98 
76 
Core
386,807 
430,694 
90 
43,887 
Non-Core
45,144 
3,298 
nm 
(41,846)
Group
431,951 
433,992 
100 
2,041 
         
2011
       
UK Retail
107,983 
101,878 
106 
(6,105)
UK Corporate
108,668 
126,309 
86 
17,641 
Wealth
16,834 
38,164 
44 
21,330 
International Banking (4)
46,417 
45,051 
103 
(1,366)
Ulster Bank
31,303 
21,814 
143 
(9,489)
US Retail & Commercial
50,842 
59,984 
85 
9,142 
Conduits (4)
10,504 
— 
— 
(10,504)
Retail & Commercial
372,551 
393,200 
95 
20,649 
Markets
31,254 
36,776 
85 
5,522 
Other
1,196 
2,496 
48 
1,300 
Core
405,001 
432,472 
94 
27,471 
Non-Core
68,516 
4,281 
nm 
(64,235)
Group
473,517 
436,753 
108 
(36,764)

For the notes to this table refer to the following page.
 
 
 
 
104

 
 
 
Business review Risk and balance sheet management continued
 
 
Liquidity and funding risk: Analyses: Funding sources continued
 
Loans (1)
Deposits (2)
Loan:deposit 
ratio (3)
Funding surplus 
/(gap) (3)
2010
£m 
£m 
£m 
UK Retail
105,663 
96,113 
110 
(9,550)
UK Corporate
112,037 
124,529 
90 
12,492 
Wealth
16,065 
36,449 
44 
20,384 
International Banking (4)
49,186 
44,271 
111 
(4,915)
Ulster Bank
35,225 
23,117 
152 
(12,108)
US Retail & Commercial
47,824 
59,307 
81 
11,483 
Conduits (4)
13,178 
— 
— 
(13,178)
Retail & Commercial
379,178 
383,786 
99 
4,608 
Markets
25,061 
38,170 
66 
13,109 
Other
872 
658 
133 
(214)
Core
405,111 
422,614 
96 
17,503 
Non-Core
102,650 
8,252 
nm 
(94,398)
Group
507,761 
430,866 
118 
(76,895)

nm = not meaningful

Notes:
(1)
Excludes reverse repurchase agreements and stock borrowing and net of impairment provisions.
(2)
Excludes repurchase agreements and stock lending.
(3)
Based on loans and advances to customers net of provisions and customer deposits as shown.
(4)
All conduits relate to International Banking and have been extracted and shown separately as they were funded by commercial paper issuance until the end of the third quarter of 2012.


Long-term debt issuance
The table below shows debt securities issued by the Group during the year with an original maturity of one year or more. The Group also executes other long-term funding arrangements (predominantly term repurchase agreements) which are not reflected in the following table.

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Public
     
  - unsecured
1,237 
5,085 
12,887 
  - secured
2,127 
9,807 
8,041 
Private
     
  - unsecured
4,997 
12,414 
17,450 
  - secured
— 
500 
— 
Gross issuance
8,361 
27,806 
38,378 
Buy-backs (1)
(7,355)
(6,892)
(6,298)
Net issuance
1,006 
20,914 
32,080 

Note:
(1)
Excludes liability management exercises.
 
 
 
 
105

 
 
Business review Risk and balance sheet management continued

 
Liquidity
Liquidity portfolio
The table below analyses the Group’s liquidity portfolio by product and between the UK Defined Liquidity Group (UK DLG), RBS Citizens Financial Group Inc. (CFG) and other subsidiaries, by liquidity value. Liquidity value is lower than carrying value principally as it is stated after the discounts applied by the Bank of England and other central banks to loans, within secondary liquidity portfolio, eligible for discounting.

2012
Liquidity value
Period end
   
UK DLG (1)
CFG 
Other 
Total 
 
Average* 
£m 
£m 
£m 
£m 
 
£m 
Cash and balances at central banks
64,822 
891 
4,396 
70,109 
 
81,768 
Central and local government bonds
           
  AAA rated governments and US agencies
3,984 
5,354 
547 
9,885 
 
18,832 
  AA- to AA+ rated governments (2)
9,189 
— 
432 
9,621 
 
9,300 
  governments rated below AA
— 
— 
206 
206 
 
596 
  local government
— 
— 
979 
979 
 
2,244 
 
13,173 
5,354 
2,164 
20,691 
 
30,972 
Treasury bills
750 
— 
— 
750 
 
202 
Primary liquidity
78,745 
6,245 
6,560 
91,550 
 
112,942 
Other assets (3)
           
  AAA rated
3,396 
7,373 
203 
10,972 
 
17,304 
  below AAA rated and other high quality assets
44,090 
— 
557 
44,647 
 
24,674 
Secondary liquidity
47,486 
7,373 
760 
55,619 
 
41,978 
Total liquidity portfolio
126,231 
13,618 
7,320 
147,169 
 
154,920 
             
Carrying value
157,574 
20,524 
9,844 
187,942 
   

2011
           
Cash and balances at central banks
55,10
1,406 
13,426 
69,932 
 
74,711 
Central and local government bonds
           
  AAA rated governments and US agencies
22,563 
7,044 
25 
29,632 
 
37,947 
  AA- to AA+ rated governments (2)
14,102 
— 
— 
14,102 
 
3,074 
  governments rated below AA
— 
— 
955 
955 
 
925 
  local government
— 
— 
4,302 
4,302 
 
4,779 
 
36,665 
7,044 
5,282 
48,991 
 
46,725 
Treasury bills
— 
— 
— 
— 
 
5,937 
Primary liquidity
91,765 
8,450 
18,708 
118,923 
 
127,373 
Other assets (3)
           
  AAA rated
17,216 
4,718 
3,268 
25,202 
 
21,973 
  below AAA rated and other high quality assets
6,105 
— 
5,100 
11,205 
 
12,102 
Secondary liquidity
23,321 
4,718 
8,368 
36,407 
 
34,075 
Total liquidity portfolio
115,086 
13,168 
27,076 
155,330 
 
161,448 
             
Carrying value
135,754 
25,624 
32,117 
193,495 
   

For the notes to this table refer to the following page.
 
 
 
 
106

 
 
Business review Risk and balance sheet management continued

 
Liquidity and funding risk: Analyses: Liquidity continued

 
Liquidity value
 
Period end
 
UK DLG (1)
CFG 
Other 
Total 
2010
£m 
£m 
£m 
£m 
Cash and balances at central banks
43,804 
2,314 
7,543 
53,661 
Central and local government bonds
       
  AAA rated governments and US agencies
32,337 
4,830 
4,268 
41,435 
  AA- to AA+ rated governments (2)
2,404 
— 
1,340 
3,744 
  governments rated below AA
— 
— 
1,029 
1,029 
  local government
— 
— 
5,672 
5,672 
 
34,741 
4,830 
12,309 
51,880 
Treasury bills
14,529 
— 
— 
14,529 
Primary liquidity
93,074 
7,144 
19,852 
120,070 
Other assets (3)
       
  AAA rated
7,787 
— 
10,049 
17,836 
  below AAA rated and other high quality assets
8,313 
4,601 
3,779 
16,693 
Secondary liquidity
16,100 
4,601 
13,828 
34,529 
Total liquidity portfolio
109,174 
11,745 
33,680 
154,599 
         
         
Carrying value
120,178 
18,055 
40,857 
179,090 

Notes:
(1)
The FSA regulated UK Defined Liquidity Group (UK DLG) comprises the Group’s five UK banks: The Royal Bank of Scotland plc, National Westminster Bank Plc, Ulster Bank Limited, Coutts & Co and Adam & Company. In addition, certain of the Group's significant operating subsidiaries - RBS N.V., RBS Citizens Financial Group Inc. (CFG) and Ulster Bank Ireland Limited (UBIL) - hold locally managed portfolios of liquid assets that comply with local regulations that may differ from FSA rules.
(2)
Includes US government guaranteed and US government sponsored agencies.
(3)
Includes assets eligible for discounting at the Bank of England and other central banks.
 
 
 
 
107

 
 
Business review Risk and balance sheet management continued

 
Net stable funding ratio*
The table below shows the composition of the Group’s net stable funding ratio (NSFR), estimated by applying the Basel III guidance issued in December 2010. The Group’s NSFR will also continue to be refined over time in line with regulatory developments and related interpretations. It may also be calculated on a basis that may differ from other financial institutions.

 
2012
 
2011
 
2010
   
   
ASF(1)
   
ASF(1)
   
ASF(1)
 
Weighting 
 
£bn 
£bn 
 
£bn 
£bn 
 
£bn 
£bn 
 
Equity
70 
70 
 
76 
76 
 
77 
77 
 
100 
Wholesale funding > 1 year
109 
109 
 
124 
124 
 
154 
154 
 
100 
Wholesale funding < 1 year
70 
— 
 
134 
— 
 
157 
— 
 
— 
Derivatives
434 
— 
 
524 
— 
 
424 
— 
 
— 
Repurchase agreements
132 
— 
 
129 
— 
 
115 
— 
 
— 
Deposits
                   
  - retail and SME - more stable
203 
183 
 
227 
204 
 
172 
155 
 
90 
  - retail and SME - less stable
66 
53 
 
31 
25 
 
51 
41 
 
80 
  - other
164 
82 
 
179 
89 
 
206 
103 
 
50 
Other (2)
64 
— 
 
83 
— 
 
98 
— 
 
— 
Total liabilities and equity
1,312 
497 
 
1,507 
518 
 
1,454 
530 
   
                     
Cash
79 
— 
 
79 
— 
 
57 
— 
 
— 
Inter-bank lending
29 
— 
 
44 
— 
 
58 
— 
 
— 
Debt securities > 1 year
                   
  - governments AAA to AA-
64 
 
77 
 
89 
 
  - other eligible bonds
48 
10 
 
73 
15 
 
75 
15 
 
20 
  - other bonds
19 
19 
 
14 
14 
 
10 
10 
 
100 
Debt securities < 1 year
26 
— 
 
45 
— 
 
43 
— 
 
— 
Derivatives
442 
— 
 
530 
— 
 
427 
— 
 
— 
Reverse repurchase agreements
105 
— 
 
101 
— 
 
95 
— 
 
— 
Customer loans and advances > 1 year
                   
  - residential mortgages
145 
94 
 
145 
94 
 
145 
94 
 
65 
  - other
136 
136 
 
173 
173 
 
211 
211 
 
100 
Customer loans and advances < 1 year
                   
  - retail loans
18 
15 
 
19 
16 
 
22 
19 
 
85 
  - other
131 
66 
 
137 
69 
 
125 
63 
 
50 
Other (3)
70 
70 
 
70 
70 
 
97 
97 
 
100 
Total assets
1,312 
413 
 
1,507 
455 
 
1,454 
513 
   
Undrawn commitments
216 
11 
 
240 
12 
 
267 
13 
 
Total assets and undrawn commitments
1,528 
424 
 
1,747 
467 
 
1,721 
526 
   
                     
Net stable funding ratio
 
117% 
   
111% 
   
101% 
   

Notes:
(1)
Available stable funding.
(2)
Deferred tax, insurance liabilities and other liabilities.
(3)
Prepayments, accrued income, deferred tax, settlement balances and other assets.


Key point
·
NSFR improved from 111% at 31 December 2011 to 117% at the end of 2012. Long-term wholesale funding declined by £15 billion in line with Markets' strategy, and funding requirement relating to long-term lending decreased by £37 billion, reflecting de-risking, sales and repayments in Non-Core.
 
 
 
 
108

 
 
Business review Risk and balance sheet management continued

 
Liquidity and funding risk: Analyses continued
Maturity analysis
The contractual maturity of balance sheet assets and liabilities highlights the maturity transformation which underpins the role of banks to lend long-term, but to fund themselves predominantly through short-term liabilities such as customer deposits. This is achieved through the diversified funding franchise of the Group across an extensive customer base, and across a wide geographic network. In practice, the behavioural profiles of many liabilities exhibit greater stability and longer maturity than the contractual maturity. This is particularly true of many types of retail and corporate deposits which whilst may be repayable on demand or at short notice, have demonstrated very stable characteristics even in periods of acute stress such as those experienced in 2008.

Retail & Commercial*
The table below illustrates the contractual and behavioural maturity analysis of Retail & Commercial customer deposits.

 
Less than 
1 year 
1-5 years 
More than 
5 years 
Total 
£bn 
£bn 
£bn 
£bn 
Contractual maturity
381 
20 
402 
Behavioural maturity
146 
219 
37 
402 

Contractual maturity
The following table shows the residual maturity of financial instruments, based on contractual date of maturity. Held-for-trading (HFT) assets and liabilities have been excluded from the maturity analysis in view of their short-term nature and are shown in total in the table below. Hedging derivatives are included within the relevant maturity bands.

2012
Other than held-for-trading (HFT)
HFT 
Total 
Less than 
1 month 
1-3 months 
3-6 months 
6 months 
-1 year 
1-3 years 
3-5 years 
More than 
5 years 
Total 
excluding 
HFT 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Cash and balances at central banks
79,308 
 
 
 
 
 
 
79,308 
 
79,308 
Bank reverse repos
1,302 
87 
 
 
 
 
 
1,389 
33,394 
34,783 
Customer reverse repos
22 
 
 
 
 
 
 
22 
70,025 
70,047 
Loans to banks (1)
14,519 
1,879 
1,005 
206 
269 
35 
102 
18,015 
13,265 
31,280 
Loans to customers (1)
40,883 
18,324 
19,269 
27,377 
58,503 
52,930 
189,824 
407,11
24,841 
431,951 
Debt securities
2,206 
1,869 
1,279 
1,676 
11,847 
17,929 
49,478 
86,284 
78,340 
164,624 
Equity shares
 
 
 
 
 
 
1,908 
1,908 
13,329 
15,237 
Settlement balances
5,741 
— 
— 
— 
 
 
— 
5,741 
 
5,741 
Derivatives
 
571 
626 
1,252 
3,803 
1,879 
508 
8,639 
433,279 
441,918 
Other assets
72 
28 
32 
106 
31 
38 
617 
924 
 
924 
Total financial assets
144,053 
22,758 
22,211 
30,617 
74,453 
72,811 
242,437 
609,340 
666,473 
1,275,813 
                     
Bank repos
3,551 
3,261 
 
 
1,150 
 
 
7,962 
36,370 
44,332 
Customer repos
2,733 
3,083 
 
 
 
 
 
5,816 
82,224 
88,040 
Deposits by banks
15,046 
1,409 
564 
489 
7,127 
336 
1,532 
26,503 
30,571 
57,074 
Customer accounts
359,157 
14,773 
8,933 
15,662 
18,932 
3,660 
798 
421,915 
12,077 
433,992 
Debt securities in issue
2,248 
2,639 
7,996 
6,263 
21,220 
12,038 
31,309 
83,713 
10,879 
94,592 
Settlement balances
5,875 
 
 
 
3 
 
 
5,878 
 
5,878 
Short positions
 
 
 
 
 
 
 
 
27,591 
27,591 
Derivatives
— 
310 
251 
501 
1,790 
1,262 
1,682 
5,796 
428,544 
434,340 
Subordinated liabilities
231 
184 
1,352 
620 
7,070 
862 
16,983 
27,302 
 
27,302 
Other liabilities
1,684 
 
 
 
8 
1 
3 
1,696  
 
1,696 
Total financial liabilities
390,525 
25,659 
19,096 
23,535 
57,300 
18,159 
52,307 
586,581 
628,256 
1,214,837 

Note:
(1)
Excludes reverse repos.


 
 
109

 
 
Business review Risk and balance sheet management continued

 
Encumbrance
The Group reviews all assets against the criteria of being able to finance them in a secured form (encumbrance) but certain asset types lend themselves more readily to encumbrance. The typical characteristics that support encumbrance are an ability to pledge those assets to another counterparty or entity through operation of law without necessarily requiring prior notification, homogeneity, predictable and measurable cash flows, and a consistent and uniform underwriting and collection process. Retail assets including residential mortgages, credit card receivables and personal loans display many of these features.

From time to time the Group encumbers assets to serve as collateral to support certain wholesale funding initiatives. The three principal forms of encumbrance are own asset securitisations, covered bonds and securities repurchase agreements. The Group categorises its assets into three broad groups; assets that are:

·
already encumbered and used to support funding currently in place via own asset securitisations, covered bonds and securities repurchase agreements.

·
not currently encumbered but can for instance be used to access funding from market counterparties or central bank facilities as part of the Group’s contingency funding.

·
not currently encumbered. In this category, the Group has in place an enablement programme which seeks to identify assets which are capable of being encumbered and to identify the actions to facilitate such encumbrance whilst not impacting customer relationships or servicing.

The Group’s encumbrance ratios are set out below.
 
Encumbrance ratios
2012 
2011 
Total
18 
19 
Excluding balances relating to derivative transactions
22 
26 
Excluding balances relating to derivative and securities financing transactions
13 
19 


Own-asset securitisations
The Group has a programme of own-asset securitisations where assets are transferred to bankruptcy remote special purpose entities (SPEs) funded by the issue of debt securities. The majority of the risks and rewards of the portfolio are retained by the Group and these SPEs are consolidated and all of the transferred assets retained on the Group’s balance sheet. In some own-asset securitisations, the Group may purchase all the issued securities which are available to be pledged as collateral for repurchase agreements with major central banks. The following table shows the asset categories together with the carrying amounts of the assets and associated liabilities, for both own-asset securitisations where the debt securities issued are held by third parties and those where the debt securities issued are held by the Group.

Covered bond programme
Certain loans and advances to customers have been assigned to bankruptcy remote limited liability partnerships to provide security for issues of covered bonds by the Group. The Group retains all of the risks and rewards associated with these loans, the partnerships are consolidated, the loans retained on the Group’s balance sheet and the related covered bonds in issue included within debt securities in issue. The following table shows the asset categories and the carrying amounts of those assets and of the covered bonds issued.

Securities repurchase agreements and lending transactions
The Group enters into securities repurchase agreements and securities lending transactions (repos) under which it transfers securities in accordance with normal market practice. Generally, the agreements require additional collateral to be provided if the value of the securities falls below a predetermined level. Under standard terms for repurchase transactions in the UK and US markets, the recipient of collateral has an unrestricted right to sell or repledge it, subject to returning equivalent securities on settlement of the transaction. Securities sold under repurchase transactions are not derecognised if the Group retains substantially all the risks and rewards of ownership. The fair value (which is equivalent to the carrying value) of securities transferred under such repurchase transactions included within debt securities on the balance sheet are set out below. All of these securities could be sold or repledged by the holder.


 
 
110

 
 
Business review Risk and balance sheet management continued

 
Liquidity and funding risk: Analyses: Encumbrance continued
Assets encumbrance

 
Encumbered assets relating to:
 
Encumbered 
assets as a 
% of related 
total assets 
 
 
Liquidity 
portfolio 
Other 
 
Total 
Debt securities in issue
 
Other secured liabilities
Total 
encumbered 
assets 
Securitisations 
and conduits 
Covered 
bonds 
Derivatives 
Repos 
Secured 
borrowings 
£bn 
£bn 
 
£bn 
£bn 
£bn 
£bn 
£bn 
£bn 
 
£bn 
Cash and balances at central banks
5.3 
0.5 
 
— 
— 
— 
5.8 
 
 
70.2 
3.3 
 
79.3 
Loans and advances to banks (1)
— 
— 
 
12.8 
— 
— 
12.8 
 
41 
 
— 
18.5 
 
31.3 
Loans and advances to customers (1)
                           
  - UK residential mortgages
16.4 
16.0 
 
— 
— 
— 
32.4 
 
30 
 
58.7 
18.0 
 
109.1 
  - Irish residential mortgages
10.6 
— 
 
— 
— 
1.8 
12.4 
 
81 
 
— 
2.9 
 
15.3 
  - US residential mortgages
— 
— 
 
— 
— 
— 
— 
 
— 
 
7.6 
14.1 
 
21.7 
  - UK credit cards
3.0 
— 
 
— 
— 
— 
3.0 
 
44 
 
— 
3.8 
 
6.8 
  - UK personal loans
4.7 
— 
 
— 
— 
— 
4.7 
 
41 
 
— 
6.8 
 
11.5 
  - other
20.7 
— 
 
22.5 
— 
0.8 
44.0 
 
16 
 
6.5 
217.1 
 
267.6 
Debt securities
1.0 
— 
 
8.3 
91.2 
15.2 
115.7 
 
70 
 
22.3 
26.6 
 
164.6 
Equity shares
— 
— 
 
0.7 
6.8 
— 
7.5 
 
49 
 
— 
7.7 
 
15.2 
 
61.7 
16.5 
 
44.3 
98.0 
17.8 
238.3 
     
165.3 
318.8 
 
722.4 
Own asset securitisations
                   
22.6 
     
Total liquidity portfolio
                   
187.9 
     
                             
Liabilities secured
                           
Intra-Group - used for secondary liquidity
(22.6)
— 
 
— 
— 
— 
(22.6)
             
Intra-Group - other
(23.9)
— 
 
— 
— 
— 
(23.9)
             
Third-party (2)
(12.0)
(10.1)
 
(60.4)
(132.4)
(15.3)
(230.2)
             
 
(58.5)
(10.1)
 
(60.4)
(132.4)
(15.3)
(276.7)
             
                             
Total assets
           
1,312 
             
Total assets excluding derivatives
           
870 
             
Total assets excluding derivatives and reverse repos
       
766 
             

Notes:
(1)
Excludes reverse repos.
(2)
In accordance with market practice the Group employs its own assets and securities received under reverse repo transactions as collateral for repos.

Key points
·
The Group’s encumbrance ratio dropped marginally from 19% to 18%.
 
·
30% of the Group’s residential mortgage portfolio was encumbered at 31 December 2012.

 
 
 
111

 
 
Business review Risk and balance sheet management continued

 
Non-traded interest rate risk
Introduction and methodology
Non-traded interest rate risk impacts earnings arising from the Group’s banking activities. This excludes positions in financial instruments which are classified as held-for-trading, or hedging items.

The Group provides a range of financial products to meet a variety of customer requirements. These products differ with regard to repricing frequency, tenor, indexation, prepayments, optionality and other features. When aggregated, they form portfolios of assets and liabilities with varying degrees of sensitivity to changes in market rates.

Mismatches in these sensitivities give rise to net interest income (NII) volatility as interest rates rise and fall. For example, a bank with a floating rate loan portfolio and largely fixed rate deposits will see its net interest income rise, as interest rates rise and fall as rates decline. Due to the long-term nature of many banking book portfolios, varied interest rate repricing characteristics and maturities, it is likely the NII will vary from period to period, even if interest rates remain the same. New business volumes originated in any period, will alter the interest rate sensitivity of a bank if the resulting portfolio differs from portfolios originated in prior periods.

The Group policy is to manage interest rate sensitivity in banking book portfolios within defined risk limits. With the exception of CFG and Markets, interest rate risk is transferred from the divisions to Group Treasury. Aggregate positions are then hedged externally using cash and derivative instruments, primarily interest rate swaps, to manage exposures within Group Asset and Liability Management Committee (GALCO) approved limits.

The Group assesses interest rate risk in the banking book (IRRBB) using a set of standards to define, measure and report the risk. These standards incorporate the expected divergence between contractual terms and the actual behaviour of fixed rate loan portfolios due to refinancing incentives and the risks associated with structural hedges of interest rate insensitive balances, which relates to the stability of the underlying portfolio.

Key measures used to evaluate IRRBB are subject to approval by divisional Asset and Liability Management Committees (ALCOs) and GALCO. Limits on IRRBB are proposed by the Group Treasurer for approval by the Executive Risk Forum annually. Residual risk positions are reported on a regular basis to divisional ALCOs and monthly to the Group Balance Sheet Management Committee, GALCO, the Executive Risk Forum and the Group Board.

The Group uses a variety of approaches to quantify its interest rate risk encompassing both earnings and value metrics. IRRBB is measured using a version of the same value-at-risk (VaR) methodology that is used for the Group’s trading portfolios. Net interest income exposures are measured in terms of earnings sensitivity over time against movements in interest rates.

Analyses
Value-at-risk
VaR metrics are based on interest rate repricing gap reports as at the reporting date. These incorporate customer products and associated funding and hedging transactions as well as non-financial assets and liabilities such as property, plant and equipment, capital and reserves. Behavioural assumptions are applied as appropriate.

The VaR does not provide a dynamic measurement of interest rate risk since static underlying repricing gap positions are assumed. Changes in customer behaviour under varying interest rate scenarios are captured by way of earnings risk measures. IRRBB VaR for the Group’s Retail and Commercial banking activities at 99% confidence level and currency analysis of period end VaR were as follows:
 
 
Average 
Period end 
Maximum 
Minimum 
 
£m 
£m 
£m 
£m 
2012
46 
21 
65 
20 
2011
63 
51 
80 
44 
2010
58 
96 
96 
30 

 
2012 
£m 
2011 
£m 
2010 
£m 
Euro
19 
26 
33 
Sterling
17 
57 
79 
US dollar
15 
61 
121 
Other
10 

Key points
·
Interest rate exposure at 31 December 2012 was considerably lower than at 31 December 2011 and average exposure was 27% lower in 2012 than in 2011.

·
The reduction in VaR seen across all currencies reflects closer matching of the Group’s structural interest rate hedges to the behavioural maturity profile of the hedged liabilities as well as changes to the VaR methodology (refer to page 203 for more details on VaR methodology improvement).
 
·
It is estimated that the change in methodology reduced VaR by £13.8 million (33%) on implementation.
 
 
 
 
112

 
 
Business review Risk and balance sheet management continued

 
Liquidity and funding risk: Analyses: Non-traded interest rate risk continued
Sensitivity of net interest income*
Earnings sensitivity to rate movements is derived from a central forecast over a twelve month period. Market implied forward rates and new business volume, mix and pricing consistent with business assumptions are used to generate a base case earnings forecast.

The following table shows the sensitivity of net interest income, over the next twelve months, to an immediate upward or downward change of 100 basis points to all interest rates. In addition, the table includes the impact of a gradual 400 basis point steepening and a gradual 300 basis point flattening of the yield curve at tenors greater than a year.
 
 
Euro 
Sterling 
US dollar 
Other 
Total 
2012
£m 
£m 
£m 
£m 
£m 
+ 100 basis points shift in yield curves
(29)
472 
119 
27 
589 
− 100 basis points shift in yield curves
(20)
(257)
(29)
(11)
(317)
Bear steepener
       
216 
Bull flattener
       
(77)
           
2011
         
+ 100 basis points shift in yield curves
(19)
190 
59 
14 
244 
− 100 basis points shift in yield curves
25 
(188)
(4)
(16)
(183)
Bear steepener
       
443 
Bull flattener
       
(146)
           
2010
         
+ 100 basis points shift in yield curves
25 
186 
11 
10 
232 
− 100 basis points shift in yield curves
(33)
(212)
(99)
(8)
(352)
Bear steepener
       
(30)
Bull flattener
       
(22)


Key points
·
The Group’s interest rate exposure remains asset sensitive, in that rising rates have a positive impact on net interest margins. The scale of this benefit has increased since 2011.

·
The primary contributors to the increased sensitivity to a 100 basis points parallel shift in the yield curve are changes to underlying business pricing assumptions and assumptions in respect of the risk of early repayment of consumer loans and deposits. The latter incorporates revisions to pricing strategies and consumer behaviour.
 
·
The impact of the steepening and flattening scenarios is largely driven by the reinvestment of structural hedges. The year on year change reflected a change to a longer term hedging programme implemented in 2010.

·
The reported sensitivities will vary over time due to a number of factors such as market conditions and strategic changes to the balance sheet mix and should not therefore be considered predictive of future performance.


 
 
113

 
 
Business review Risk and balance sheet management continued

 
Currency risk
Structural foreign currency exposures
The Group does not maintain material non-traded open currency positions other than the structural foreign currency translation exposures arising from its investments in foreign subsidiaries and associated undertakings and their related currency funding.

The table below shows the Group’s structural foreign currency exposures.
 
 
Net assets of 
overseas operations 
RFS 
MI 
Net investments 
in foreign operations 
Net 
 investment 
 hedges 
Structural foreign 
currency exposures 
pre-economic hedges 
Economic 
 hedges (1)
Residual structural 
foreign currency 
 exposures 
2012
£m 
£m 
£m 
£m 
£m 
£m 
£m 
US dollar
17,313 
17,312 
(2,476)
14,836 
(3,897)
10,939 
Euro
8,903 
8,901 
(636)
8,265 
(2,179)
6,086 
Other non-sterling
4,754 
260 
4,494 
(3,597)
897 
— 
897 
 
30,970 
263 
30,707 
(6,709)
23,998 
(6,076)
17,922 
               
2011
             
US dollar
17,570 
17,569 
(2,049)
15,520 
(4,071)
11,449 
Euro
8,428 
(3)
8,431 
(621)
7,810 
(2,236)
5,574 
Other non-sterling
5,224 
272 
4,952 
(4,100)
852 
— 
852 
 
31,222 
270 
30,952 
(6,770)
24,182 
(6,307)
17,875 
               
2010
             
US dollar
17,137 
17,135 
(1,820)
15,315 
(4,058)
11,257 
Euro
8,443 
33 
8,410 
(578)
7,832 
(2,305)
5,527 
Other non-sterling
5,320 
244 
5,076 
(4,135)
941 
— 
941 
 
30,900 
279 
30,621 
(6,533)
24,088 
(6,363)
17,725 

Note:
(1)
The economic hedges represent US dollar and euro preference shares in issue that are treated as equity under IFRS and do not qualify as hedges for accounting purposes.

Key points
·
The Group’s structural foreign currency exposure at 31 December 2012 was £24.0 billion and £17.9 billion before and after economic hedges respectively, broadly unchanged from the end of 2011.

·
Changes in foreign currency exchange rates affect equity in proportion to structural foreign currency exposure. A 5% strengthening in foreign currency against sterling would result in a gain of £1.3 billion (2011 and 2010 - £1.3 billion) in equity, while a 5% weakening would result in a loss of £1.1 billion (2011 and 2010 - £1.2 billion) in equity.
 
·
In 2012, the Group recorded a loss through other comprehensive income of £0.9 billion due to the strengthening of sterling against the US dollar and euro.

 
 
 
114

 
 
Business review Risk and balance sheet management continued

 
Liquidity and funding risk: Analyses continued
Non-traded equity risk
Non-traded equity risk is the potential variation in the Group’s non-trading income and reserves arising from changes in equity valuations.

Objective
Equity positions in the non-traded book are held to support strategic objectives and venture capital transactions, or in respect of customer restructuring arrangements.

Risk control framework
The commercial decision to take or hold equity positions in the non-trading book, including customer restructurings, is taken by authorised persons with delegated authority under the Group credit approval framework. Investments or disposals of a strategic nature are referred to the Group Acquisitions and Disposals Committee (ADCo), Group Executive Committee (ExCo), and where appropriate the Board for approval. Those involving the purchase or sale by the Group of subsidiary companies require Board approval, after consideration by ExCo and/or ADCo.

The risk arising from these holdings is mitigated by proper controls and identification of risk prior to investing.

Valuation
At Group level, positions are monitored by and reported quarterly to GALCO.

Equity positions are measured at fair value. Fair value calculations are based on available market prices where possible. In the event that market prices are not available, fair value is based on appropriate valuation techniques or management estimates.

The following table shows the balance sheet value and fair value of the Group’s non-traded book equity positions.
 
 
Balance 
sheet value 
2012 
£m 
Fair value 
2012 
£m 
Balance 
sheet value 
2011 
£m 
Fair value 
2011 
£m 
Exchange-traded equity
472 
472 
576 
576 
Private equity
632 
632 
674 
674 
Other
799 
799 
1,094 
1,094 
 
1,903 
1,903 
2,344 
2,344 


The exposures may take the form of listed and unlisted equity shares, linked equity fund investments, private equity and venture capital investments, preference shares classified as equity or Federal Home Loan Bank stock. The following table shows the net realised and unrealised gains from these positions:
 
2012 
2011 
£m 
£m 
Net realised gains arising from disposals
89 
150 
Unrealised gains included in Tier 1, 2 or 3 capital
168 
235 

Note:
(1)
Includes gains or losses on available-for-sale instruments only.

Cumulative gains on equity shares designated at fair value through profit or loss but not held for trading purposes were £84 million at 31 December 2012 (2011 - £230 million).

Refer to additional analysis of equity shares in Balance sheet analysis on page 177.

 
 
 
115

 
 
 
Business review Risk and balance sheet management continued
 
 
Credit risk
117
Introduction
117
        Top and emerging credit risks
118
        Objectives, organisation and governance
119
Credit risk management framework
119
        Risk appetite and concentration risk management
119
        Product/asset class
120
        Sector concentration
120
        Single-name concentration
120
        Country
120
Controls and assurance
121
Credit risk measurement
121
  - Probability of default/customer credit grade
121
  - Exposure at default models
121
  - Loss given default models
121
  - Changes to wholesale credit risk models
122
Credit risk assets
122
  - Divisional analysis
123
  - Sector and geographical regional analyses
125
  - Asset quality
127
Credit risk mitigation
127
  - Approaches and methodologies
127
  - Secured portfolios
127
        Corporate exposures
128
        Commercial real estate
128
        Other corporate
129
  - Wholesale market exposures
129
  - Retail
129
        Residential mortgages
131
Early problem identification and problem debt management
131
  - Wholesale customers
131
        Early problem recognition
131
        Watchlist
131
        Global Restructuring Group
132
  - Wholesale renegotiations
133
        Wholesale renegotiations during the year by sector
133
        Renegotiation arrangements
134
        Provisioning for wholesale renegotiated customers
134
        Recoveries and active insolvency management
135
  - Retail customers
135
        Collections and recoveries
135
        Retail forbearance
135
        Identification of forbearance
135
        Types of retail forbearance
136
        Arrears status and provisions
136
        Forbearance arrangements
138
        Unsecured portfolios
138
  Provisioning for retail customers
138
  - Impairment loss provision methodology
140
Key credit portfolios
140
  - Commercial real estate
145
  - Residential mortgages
148
  - Personal lending
149
  - Ulster Bank Group (Core and Non-Core)
 
 
116

 
 
Business review Risk and balance sheet management continued
 
 
Credit risk
 
Introduction
 
Credit risk is the risk of financial loss due to the failure of a customer or counterparty to meet its obligation to settle outstanding amounts. The credit risk that the Group faces arises mainly from wholesale and retail lending, provision of contingent obligations (such as letters of credit and guarantees) and counterparty credit risk arising from derivative contracts and securities financing transactions entered into with customers. Other material risks covered by the Group’s credit risk management framework are:

·
Concentration risk - the risk of an outsized loss due to the concentration of credit risk to a specific asset class or product, industry sector, customer or counterparty, or country.

·
Settlement risk - the intra-day risk that arises when the Group releases funds prior to confirmed receipt of value from a third party.

·
Issuer risk - the risk of loss on a tradable instrument (e.g. a bond) due to default by the issuer.

·
Wrong way risk - the risk of loss that arises when the risk factors driving the exposure to a counterparty are positively correlated with the probability of default for that counterparty.

·
Credit mitigation risk - the risk that credit risk mitigation (for example, taking a legal charge over property to secure a customer loan) is not enforceable or that the value of such mitigation decreases, thus leading to unanticipated losses.

Top and emerging credit risks*
 
The quantum and nature of credit risk assumed across the Group’s different businesses vary considerably, while the overall credit risk outcome usually exhibits a high degree of correlation with the macroeconomic environment. The Group therefore remains sensitive to the economic conditions within the geographies in which it operates, in particular the UK, Ireland, the US and the eurozone.

The following credit risks continue to be the focus of management attention.

Irish property market
 
The continuing challenging economic climate within Ireland has resulted in impairment levels for Irish portfolios remaining at elevated levels. In particular, high unemployment, austerity measures and general economic uncertainty have reduced real estate lease rentals. This, together with limited liquidity, has depressed asset values and reduced consumer spending with a consequent downward impact on the commercial real estate portfolio as well as broader impacts on Ulster Bank Group’s mortgage and small and medium enterprise (SME) lending portfolios. Further details on Ulster Bank Group’s credit risk profile can be found on pages 149 to 152.
 
Commercial real estate
 
While progress has been made in reducing the overall exposure and rebalancing the portfolio, commercial real estate remains a key credit concentration risk for the Group. The Group has continued to strengthen its approach to managing sector concentration risk, with a particular focus on additional controls for the commercial real estate portfolio.

However, the credit performance remains sensitive to the economic environment in the UK and Ireland. Although some improvements have been seen in commercial real estate values across prime locations, secondary and tertiary values remain subdued.

Refinancing risk remains a focus of management attention and is assessed throughout the credit risk management life cycle. In particular, it is considered as part of the early problem recognition and impairment assessment processes.

Further details on the Group’s exposure to commercial real estate can be found on pages 140 to 144.

Eurozone troubles
 
The ongoing impact of the troubles in the eurozone continued to be felt most significantly in the banking sector, where widening credit spreads and regulatory demand for increases in Tier 1 capital and liquidity exacerbated the risk management challenges already posed by the sector’s continued weakness, as provisions and write-downs remain elevated.

A material percentage of global banking activity in risk mitigation now passes through the balance sheets of the top global players, increasing the systemic risks to the banking sector. The Group’s exposures to these banks continue to be closely managed. In particular, the Group has intensified its management of settlement risk through ongoing review of the level of risk and the operational controls in place to manage it, together with proactive actions to reduce limits. The weaker banks in the eurozone also remained subject to heightened scrutiny and the Group’s risk appetite for these banks was adjusted throughout 2012.

The Group has continued to focus on operational preparations for possible sovereign defaults and/or eurozone exits. The Group has also considered initiatives to determine and reduce redenomination risk. Further actions to mitigate risks and strengthen control in the eurozone typically included taking guarantees or insurance, updating collateral agreements, and tightening certain credit pre-approval processes.

The Group has a material exposure to Spanish AFS debt securities issued by banks and other financial institutions of £4.8 billion at 31 December, predominately comprised of covered bonds backed by mortgages. Whilst the exposure was reduced by £1.6 billion during 2012, largely as a result of sales, the portfolio continues to be subject to heightened scrutiny, including undertaking stress analysis.

Further details on the Group’s approach to managing country risk and the risks faced within the eurozone can be found on pages 211 to 239.
 
* unaudited
 
117

 
Business review Risk and balance sheet management continued
 
 
Shipping
 
The downturn observed in the shipping sector since 2008 has continued, with an oversupply of vessels leading to lower asset prices and charter rates. The Group has continued to manage exposures within this portfolio intensively, with an increasing number of customers managed under the Group’s Watchlist process (see page 131 for a description of this process). The financed fleet comprises modern vessels with experienced operators and despite the difficult market conditions impairments to date have remained low. However, impairment levels remain vulnerable to a continuing underperforming market.

Further details on the Group’s shipping portfolio can be found on page 125.

Retailers
 
Given the cyclical nature of the retail corporate sector and its sensitivity to stressed economic conditions, the Group has continued to apply heightened scrutiny to this portfolio. Despite some high-profile failures of UK high street retailers, loss experience on the RBS retail portfolio remained low during 2012 as a result of active management. The portfolio is generally well diversified by geography and by counterparty.

Central counterparties (CCPs)
 
New regulation requiring greater use of CCPs for clearing over-the-counter derivatives across the industry is aimed at reducing systemic risk in the banking sector. RBS welcomes this move but recognises that the Group’s concentration risk to CCPs will rise; thus exchanging concentration risk to individual counterparties for concentration risk to CCPs. CCPs are vulnerable to a significant member default, fraud and increased operational risk if their infrastructure and collateral management approaches are not developed commensurate with increased activity they undertake.

In response to this industry change, the Group has developed a tailored risk appetite and risk control framework. The Group’s central counterparty exposure is dominated by a small number of well-established, high quality and reputable clearing houses.

Renegotiations and forbearance
 
Loan modifications take place in a variety of circumstances including but not limited to a customer’s current or potential credit deterioration. Where the contractual payment terms of a loan have been changed because of the customer’s financial difficulties, it is classified as ‘renegotiated’ in the wholesale portfolio and as ‘forbearance’ in the retail portfolio.

RBS uses renegotiations and forbearance as management tools to support viable customers through difficult financial periods in their lives or during business cycles. Used wisely, they can reduce the incidence of personal insolvency, as well as bankruptcies for otherwise successful enterprises. On a broader scale they can also help reduce the impact of “fire sale” pricing on real economic assets. However, they must be used selectively and require additional management vigilance throughout the loan life cycle. The Group has continued to take steps to improve its management and reporting of such loans within both corporate and retail businesses. More details of the Group’s approach can be found on pages 131 to 137.
 
Objectives, organisation and governance
 
The existence of a strong credit risk management function is vital to support the ongoing profitability of the Group. The potential for loss through economic cycles is mitigated through the embedding of a robust credit risk culture within the business units and through a focus on the importance of sustainable lending practices. The role of the RBS credit risk management function is to own the credit approval, concentration and credit risk control frameworks and to act as the ultimate authority for the approval of credit. This, together with strong independent oversight and challenge, enables the business to maintain a sound lending environment within approved risk appetite.

Responsibility for development of, and compliance with, Group-wide policies and credit risk frameworks and Group-wide assessment of provision adequacy resides with the Group Credit Risk (GCR) function under the management of the Group Chief Credit Officer. Execution of these policies and frameworks is the responsibility of the risk management functions, located within the Group’s business divisions.

The divisional credit risk management functions work together with GCR to ensure that the risk appetite set by the Group Board is met, within a clearly defined and managed control environment. The credit risk function within each division is managed by a Chief Credit Officer, who reports jointly to a divisional Chief Risk Officer and to the Group Chief Credit Officer. Divisional activities within credit risk include credit approval, transaction and portfolio analysis, ongoing credit risk stewardship, and early problem recognition and management.

Material aspects of the Group’s credit risk management framework, such as credit risk appetite and limits for portfolios of strategic significance, are considered and approved by the Executive Risk Forum (ERF). The ERF has delegated approval authority to the Group Credit Risk Committee, a functional sub-committee of the Group Risk Committee, to act on credit risk matters. These include, but are not limited to, credit risk appetite and limits (within the overall risk appetite set by the Board and the ERF), credit risk strategy and frameworks, credit risk policy and the oversight of the credit profile across the Group.

The Group Credit Risk Committee is chaired by the Group Chief Credit Officer and has representation from each of the Group’s divisional credit risk functions. Monthly updates are provided to the Group Risk Committee on key matters approved under delegated authority by the Group Credit Risk Committee, performance against limits, and emerging issues, to enable it to fulfil its role as an oversight committee.

Oversight of the Group’s provision adequacy is provided by the Group Audit Committee.

Key trends in the credit risk profile of the Group, performance against limits and emerging risks are set out in the RBS Risk Management Monthly Report provided to the Group Board, the Executive Committee and the Board Risk Committee.
 
 
118

 
Business review Risk and balance sheet management continued

 
Credit risk management framework
 
The Group has established an appropriate and comprehensive framework for the management of credit risk that includes governance structures, risk appetite and concentration frameworks, policies, measurement and reporting tools and independent assurance.

In order to strengthen this framework and ensure consistent application across the Group, during 2012 the GCR function launched a set of credit control standards, to supplement the existing policy suite. These standards address divisional governance and policy requirements and reflect a set of behavioural, organisational and management norms that drive a sound divisional control environment and embed a strong risk culture.

Risk appetite and concentration risk management
 
Risk appetite has been expressed by the Group Board through the setting of specific quantitative risk appetite targets under stress (refer to page 80). Of particular relevance in the management of credit risk are the targets for earnings volatility and capital adequacy. The Group’s credit risk framework has therefore been designed around the factors that influence the Group’s ability to meet these targets. These include the limiting of excess credit risk concentrations by product/asset class, industry sector, customer or counterparty (i.e. single name) and country any of which could generate higher volatility under stress and, if not adequately controlled, can undermine capital adequacy.

The frameworks are supported by a suite of Group-wide and divisional policies that set out the risk parameters within which business units must operate.

The management of concentration risk and associated limits are firmly embedded in the risk management processes of the Group and form a pivotal part of the Risk function’s engagement with the businesses on the appropriateness of risk appetite choices. The ERF, or delegated committee, has reviewed all material industry and product portfolios and agreed a risk appetite commensurate with the franchises represented in these reviews. In particular, limits have been reviewed and re-sized, to refine the Group’s risk appetite in areas where it faces significant balance sheet concentrations or franchise challenges. The need to control concentrations must at all times be balanced against the need to ensure sufficient capacity within credit limits to support customers of sound credit quality, in particular within retail and small business customer segments.
 
During 2012, the credit risk function expanded the scope of its credit risk appetite controls through the active management of non-financial risks in the Group’s lending decisions. The development of Environmental, Social and Ethical (ESE) risk policies for sectors considered to present a higher reputational risk (such as the defence, oil and gas sectors) provide a framework within which the Group can better manage its reputational risks. This ESE framework forms part of a wider initiative by the Group to improve reputational risk management and build trust with its stakeholders (for more information on reputational risk management, refer to page 250).

Product/asset class
 
·
Retail - A formal framework establishes Group-level statements and thresholds that are cascaded through all retail franchises in the Group and to granular business lines. These include measures that relate both to aggregate portfolios and to asset quality at origination, which are tracked frequently to ensure consistency with Group standards and appetite. This appetite setting and tracking then informs the processes and parameters employed in origination activities, which require a large volume of small-scale credit decisions, particularly those involving an application for a new product or a change in facilities on an existing product. The majority of these decisions are based upon automated strategies utilising credit and behaviour scoring techniques. Scores and strategies are typically segmented by product, brand and other significant drivers of credit risk. These scores and strategies are data driven and utilise a wide range of credit information relating to the customer including, where appropriate, information on the customer’s credit performance across their existing account holdings both with the bank and with other lenders. A small number of credit decisions are subject to additional manual underwriting by authorised approvers in specialist units. These include higher-value, more complex, small business and personal unsecured transactions and some residential mortgage applications.

·
Wholesale - Formal policies, specialised tools and expertise, tailored monitoring and reporting and, in certain cases, specific limits and thresholds are deployed to address certain lines of business across the Group, where the nature of credit risk incurred could represent a concentration or a specific/heightened risk in some other form. Those portfolios identified as potentially representing a concentration or heightened risk are subject to formal governance, including periodic review, at either Group or divisional level, depending on materiality.
 
 
119

 
Business review Risk and balance sheet management continued


Sector concentration
 
Across wholesale portfolios, exposures are assigned to, and reviewed in the context of, a defined set of industry sectors. Through this sector framework, risk appetite and portfolio strategies are agreed and set at aggregate and more granular levels, where exposures have the potential to represent excessive concentration or where trends in both external factors and internal portfolio performance give cause for concern. Formal periodic reviews are undertaken at Group or divisional level depending on materiality. These may include an assessment of the Group’s franchise in a particular sector, an analysis of the outlook (including downside outcomes), identification of key vulnerabilities and stress/scenario tests.

The focus during 2012 was on embedding sector and sub-sector specific appetite within divisional policies and processes and on setting appropriate controls. This includes strengthening portfolio controls on key metrics and lending parameters, and the ongoing development of sector-specific lending policies.

As a result of the reviews carried out in 2012, the Group has reduced its risk appetite in the most material corporate sectors of commercial real estate and retail. For further details on sector-specific strategies, exposure reduction and key credit risks, refer to pages 140 to 152.

Single-name concentration*
 
Within wholesale portfolios, much of the activity undertaken by the credit risk function is organised around the assessment, approval and management of the credit risk associated with a borrower or group of related borrowers.

A formal single name concentration framework addresses the risk of outsized exposure to a borrower or borrower group. The framework includes specific and sometimes elevated approval requirements, additional reporting and monitoring, and the requirement to develop plans to address and reduce excess exposures over an appropriate timeframe.

Credit approval authority is discharged by way of a framework of individual delegated authorities, which requires at least two individuals to approve each credit decision, one from the business and one from the credit risk management function. Both parties must hold sufficient delegated authority. While both parties are accountable for the quality of each decision taken, the credit risk management approver holds ultimate sanctioning authority. The level of authority granted to individuals is dependent on their experience and expertise, with only a small number of senior executives holding the highest authority provided under the framework.

At a minimum, credit relationships are reviewed and re-approved annually. The renewal process addresses: borrower performance, including reconfirmation or adjustment of risk parameter estimates; the adequacy of security; and compliance with terms and conditions. For certain counterparties, early warning indicators are also in place to detect deteriorating trends in limit utilisation or account performance, and to prompt additional oversight.
 
A number of credit risk mitigation techniques are available to reduce single name concentrations. To be considered suitable, credit risk mitigants must be effective in terms of legal certainty and enforceability and maturity/expiry dates must be the same or later than the underlying obligations. Typical mitigant types include, cash, bank/government guarantees, and credit default swaps (CDS).

Since 2009, the Group has been managing its corporate exposures to reduce concentrations and align its appetite for future business to the Group’s broader strategies for its large corporate franchises. The Group is continually reviewing its single name concentration framework to ensure that it remains appropriate for current economic conditions and in line with improvements in the Group’s risk measurement models.

In 2012, the Group implemented further refinements to the single name exposure management controls already in place which allows the Group to differentiate more consistently between the different product types.

Country
 
For information on how the Group manages credit risk by country, refer to the Country risk section on pages 211 to 239.
 
Controls and assurance*
 
The Group’s credit control and assurance framework comprises three key components: credit policy, policy compliance assurance and independent assurance.

The foundation is the Group Credit Policy Standard, which, as part of the Group Policy Framework (GPF) (refer to page 74), sets out the rules the Group’s businesses must follow to ensure that credit risks are identified and effectively managed through the credit lifecycle. During 2012, a major revision of the Group’s key credit policies was completed ensuring that the Group’s control environment is appropriately aligned to the risk appetite that the Group Board has approved, and provides a sound basis for the Group’s independent audit and assurance activities across the credit risk function.

The second component is a policy assurance activity that GCR undertakes to provide the Group Chief Credit Officer with evidence of the effectiveness of the controls in place across the Group to manage credit risk. The results of these reviews are presented to the Group Credit Risk Committee on a regular basis in support of the self-certification that GCR is obliged to complete under the GPF.

Finally, a strong independent assurance function is an important element of a sound control environment. During 2011, the Group took the decision to strengthen its credit quality assurance (CQA) activities and moved all divisional CQA resources under the centralised management of GCR. The benefits of this action are already apparent in greater consistency of standards and cross-utilisation of resources, ensuring that subject matter experts bring their expertise to bear where relevant.

Reviews undertaken consistently address the four underlying risk pillars of: risk management, risk appetite, ratings and data integrity, and asset quality. Appropriate identification, escalation, remediation and related tracking of control breaches and improvements in operational processes are firmly embedded in the assurance process to ensure that divisions act upon review findings.
 
 
120

 
Business review Risk and balance sheet management continued

 
Credit risk management framework continued
Credit risk measurement*
 
The Group uses credit risk models to support quantitative risk assessments element within the credit approval process, ongoing credit risk management, monitoring and reporting and portfolio analytics. Credit risk models used by the Group may be divided into three categories, as follows.
 
Probability of default/customer credit grade
 
These models assess whether a customer will be able to repay its obligations over a one year period.

Wholesale models - As part of the credit assessment process, the Group assigns each counterparty an internal credit grade based on its probability of default (PD). The Group uses a number of credit grading models which consider risk characteristics relevant to the customer. Credit grading models utilise a combination of quantitative inputs, such as recent financial performance and qualitative inputs such as management performance or sector outlook. The Group uses a credit grade in many of its risk management and measurement frameworks, including credit sanctioning and managing single-name concentration risk.

Retail models - Each customer account is scored using models based on the likelihood of default. Scorecards are statistically derived using customer data; customers are given a score that reflects their probability of default, and this score is used to support automated credit decision making.

Exposure at default models
 
Exposure at default (EAD) models estimate the level of use of a credit facility at the time of a borrower’s default, recognising that customers may make more use of their existing credit facilities as they approach default. For revolving and variable draw-down type products that are not fully drawn, the EAD is higher than the current utilisation. This estimate of exposure can be reduced with financial collateral provided by the obligor or a netting agreement.

Models that measure counterparty credit risk exposure are used for derivatives and other traded instruments, where the amount of credit risk exposure may depend on one or more underlying market variables, such as interest or foreign exchange rates. These models drive the Group’s internal credit risk management activities.

Loss given default models
 
Loss given default (LGD) models estimate the amount that cannot be recovered by the Group in the event of default. When estimating LGD, the Group takes into account both borrower and facility characteristics, as well as any security held or credit risk mitigation, such as credit protection or insurance. The cost of collections and a time discount factor for the delay in cash recovery are also incorporated.

Changes to wholesale credit risk models
 
The Group is updating its wholesale credit risk models, incorporating more recent data and reflecting new regulatory requirements applicable to wholesale internal ratings based (IRB) modelling. In 2012, the Group implemented updates to certain models, such as those used in the sovereign and financial institution asset classes; these updates affected the risk measures in the Group’s disclosures. Further updates, primarily of models used for the corporate asset class, are planned for 2013.

Updates to models have generally affected relatively low-risk segments of the Group’s portfolio. For example, the changes stemming from the introduction of updated probability of default models largely affected assets bearing the equivalent of investment-grade ratings.

In anticipation of these changes, the Group modified various risk frameworks, including its risk appetite framework and latent loss assessment. In addition, with the agreement of its regulators, the Group adjusted upwards the risk-weighted assets (RWAs) of some portfolios prior to the introduction of the new models.

Model changes affect year-on-year comparisons of risk measures in certain disclosures. Where meaningful, the Group in its commentary has differentiated between instances where movements in risk measures reflect the impact of model changes, and those that reflect movements in the size of underlying credit portfolios or their credit quality. However, it is not practicable to quantify the impact of model updates on individual asset quality bands.

Separately, as agreed with the Financial Services Authority (FSA), the Group has started to apply a slotting approach to calculate RWAs related to commercial real estate assets; this approach does not use modelled measures to determine RWAs and capital requirements.
 
* unaudited
 
121

 
Business review Risk and balance sheet management continued
 
 
Credit risk assets*
 
The tables and commentary below refer to credit risk assets, which consist of:

·
Lending - Comprises gross loans and advances to: central and local governments; central banks, including cash balances; other banks and financial institutions, incorporating overdraft and other short-term credit lines; corporates, in large part loans and leases; and individuals, comprising mortgages, personal loans and credit card balances.
 
·
Derivatives - Comprises the mark-to-market (mtm) value of such contracts after the effect of enforceable netting agreements, but before the effect of collateral. Figures shown apply counterparty netting within the regulatory capital model used.

·
Contingent obligations - Comprises primarily letters of credit and guarantees.

Credit risk assets exclude issuer risk (primarily debt securities) and reverse repurchase arrangements. They take account of legal netting arrangements that provide a right of legal set-off, but do not meet the offset criteria under IFRS.

Divisional analysis

 
2012 
£m 
2011 
£m 
2010 
£m 
UK Retail
114,120 
111,070 
108,302 
UK Corporate
101,148 
105,078 
108,663 
Wealth
19,913 
20,079 
18,875 
International Banking
64,518 
72,737 
80,166 
Ulster Bank
34,232 
37,781 
40,750 
US Retail & Commercial
55,036 
56,546 
51,779 
Retail & Commercial
388,967 
403,291 
408,535 
Markets
106,336 
114,327 
124,330 
Other
65,186 
64,517 
36,659 
Core
560,489 
582,135 
569,524 
Non-Core
65,220 
92,709 
125,383 
 
625,709 
674,844 
694,907 

Key points
 
·
56% of the £49 billion reduction in total credit risk assets was in the Non-Core division. Exposure decreased in all divisions except UK Retail and Group Treasury (shown in ‘Other’). At the year end Non-Core accounted for 10% of the overall assets (2011 - 14%).

·
Credit risk assets in Retail & Commercial continued to increase as a proportion of the total portfolio. At the year end the Retail & Commercial divisions increased to 62% of the total credit risk assets (2011 - 60%). UK Retail mortgage exposure increased by £4 billion during the year, partially offset by reduced unsecured exposures. The fall in exposure in International Banking was spread across all sectors and geographies.

·
The fall in the Markets division predominantly reflected reduction in exposure to banks, other financial institutions and sovereigns in Western Europe.

·
Non-Core declined £27 billon (30% of the 2011 portfolio) during 2012 driven by material disposals, repayments and run off. Reduction has taken place across all material segments as the Group continues to de-risk the portfolio. Significant actions were taken to reduce exposure within the property, transport and other financial institution sectors. These sectors accounted for 69% of the reduction in Non-Core.

·
Other predominantly relates to Group Treasury’s exposure to central banks in the UK, USA and Germany and is a function of the Group’s liquidity requirements and cash positions.
 
* unaudited
 
122

 
Business review Risk and balance sheet management continued
 
Credit risk assets* continued
Sector and geographical regional analyses
 
The table below details credit risk assets by sector and geographical region. Sectors are based on the Group’s sector concentration framework. Geographical region is based on country of incorporation.

2012 (4)
UK 
£m 
Western 
 Europe 
(excl. UK)
£m 
North 
America 
£m 
Asia 
Pacific 
£m 
Latin 
America 
£m 
Other (1)
£m 
Total 
£m 
Core 
£m 
Non-Core 
£m 
Personal
129,431 
19,256 
30,664 
1,351 
39 
926 
181,667 
177,880 
3,787 
Banks
5,023 
36,573 
6,421 
8,837 
1,435 
2,711 
61,000 
60,609 
391 
Other financial institutions
20,997 
13,398 
10,189 
2,924 
4,660 
789 
52,957 
47,425 
5,532 
Sovereign (2)
38,870 
26,002 
14,265 
2,887 
64 
1,195 
83,283 
81,636 
1,647 
Property
54,831 
23,220 
7,051 
1,149 
2,979 
1,280 
90,510 
56,566 
33,944 
Natural resources
6,103 
5,911 
6,758 
4,129 
690 
1,500 
25,091 
21,877 
3,214 
Manufacturing
9,656 
5,587 
6,246 
2,369 
572 
1,213 
25,643 
24,315 
1,328 
Transport (3)
12,298 
5,394 
4,722 
5,065 
2,278 
4,798 
34,555 
26,973 
7,582 
Retail and leisure
17,229 
5,200 
4,998 
1,103 
270 
658 
29,458 
26,203 
3,255 
Telecoms, media and technology
4,787 
3,572 
3,188 
1,739 
127 
346 
13,759 
10,815 
2,944 
Business services
17,089 
3,183 
5,999 
581 
780 
154 
27,786 
26,190 
1,596 
 
316,314 
147,296 
100,501 
32,134 
13,894 
15,570 
625,709 
560,489 
65,220 

2011
                 
Personal
126,945 
20,254 
33,087 
1,604 
158 
1,114 
183,162 
176,201 
6,961 
Banks
4,720 
39,213 
3,952 
11,132 
1,738 
3,276 
64,031 
63,470 
561 
Other financial institutions
16,549 
15,960 
13,319 
3,103 
5,837 
1,159 
55,927 
45,548 
10,379 
Sovereign (2)
21,053 
31,374 
31,391 
3,399 
78 
1,581 
88,876 
87,617 
1,259 
Property
60,099 
27,281 
8,052 
1,370 
3,471 
1,480 
101,753 
58,323 
43,430 
Natural resources
6,552 
7,215 
8,116 
3,805 
1,078 
2,508 
29,274 
25,146 
4,128 
Manufacturing
9,583 
7,391 
7,098 
2,126 
1,011 
1,381 
28,590 
26,525 
2,065 
Transport (3)
13,789 
7,703 
4,951 
5,433 
2,500 
5,363 
39,739 
27,529 
12,210 
Retail and leisure
22,775 
6,101 
5,762 
1,488 
1,041 
675 
37,842 
32,766 
5,076 
Telecoms, media and technology
5,295 
4,941 
3,202 
1,944 
139 
609 
16,130 
12,180 
3,950 
Business services
17,851 
3,719 
6,205 
910 
629 
206 
29,520 
26,830 
2,690 
 
305,211 
171,152 
125,135 
36,314 
17,680 
19,352 
674,844 
582,135 
92,709 

2010
                 
Personal
124,594 
21,973 
34,970 
1,864 
126 
1,531 
185,058 
174,287 
10,771 
Banks
6,819 
35,619 
5,097 
11,072 
1,394 
6,713 
66,714 
65,494 
1,220 
Other financial institutions
17,550 
14,782 
14,773 
4,200 
8,732 
1,762 
61,799 
47,227 
14,572 
Sovereign (2)
20,209 
24,826 
18,088 
3,243 
125 
1,789 
68,280 
66,556 
1,724 
Property
65,622 
30,925 
9,573 
1,980 
3,090 
1,750 
112,940 
60,590 
52,350 
Natural resources
6,696 
7,863 
9,771 
3,655 
1,396 
4,143 
33,524 
24,427 
9,097 
Manufacturing
10,599 
8,532 
6,744 
2,673 
917 
2,059 
31,524 
28,088 
3,436 
Transport (3)
13,842 
8,726 
5,389 
6,161 
2,658 
6,347 
43,123 
27,899 
15,224 
Retail and leisure
24,716 
6,690 
5,316 
1,438 
1,174 
918 
40,252 
34,100 
6,152 
Telecoms, media and technology
5,495 
5,764 
3,283 
2,187 
328 
786 
17,843 
12,076 
5,767 
Business services
19,757 
5,116 
6,521 
985 
1,086 
385 
33,850 
28,780 
5,070 
 
315,899 
170,816 
119,525 
39,458 
21,026 
28,183 
694,907 
569,524 
125,383 

Notes:
(1)
Includes Central and Eastern Europe, the Middle East, Central Asia and Africa, and supranationals such as the World Bank.
(2)
Includes central bank exposures.
(3)
Excludes net investment in operating leases in shipping and aviation portfolios as they are accounted for as property, plant and equipment. However, operating leases are included in the monitoring and management of these portfolios.
(4)
Enhancements to Wealth credit systems in the second quarter of 2012 resulted in refinements to sector classifications. The most significant impact has been a reallocation of £2.6 billion from the retail and leisure sector across a number of other sectors. Prior year data has not been revised.
 
* unaudited
 
123

 
Business review Risk and balance sheet management continued

 
Key points
 
Financial markets and the Group’s focus on risk appetite and sector concentration had a direct impact on the portfolio during the year with the following key trends observed:

·
Total credit risk assets fell 7%, with reductions in all wholesale sectors. Exposure to the personal sector remained broadly flat.

·
Credit risk assets fell in all geographic regions, except the UK. This was driven by the Group’s continued focus on reducing exposures to the peripheral eurozone countries and appropriate management of liquidity requirements reflected in the reduced exposures to Western European and US central banks.

·
UK exposure, as a proportion of the total portfolio, increased during the year and now comprises 51% of credit risk assets, driven by continued growth in UK personal sector assets and increased UK sovereign risk exposure.

·
Exposure to the property sector fell by 11% during the year driven by tighter portfolio controls in all regions and a £9.5 billion reduction in Non-Core resulting from focussed action on early and contractual repayments.

·
Exposure to banks and financial institutions declined by 5% as a result of subdued borrowing activity and a reduction in lending and derivatives to finance companies, financial services companies, funds, monoline insurers and Credit Derivative Product Companies (CDPCs).

·
Reported exposures are affected by currency movements. During 2012, sterling appreciated 4.4% against the US dollar and 2.6% against the euro resulting in a decrease in sterling terms of exposures denominated in these currencies (and in other currencies linked to the US dollar or euro).

·
The Group’s sovereign portfolio comprises exposures to central governments, central banks and sub-sovereigns such as local authorities, primarily in the Group’s key markets of the UK, Western Europe and the USA. The asset quality is high as exposures are largely cash balances placed with central banks such as the Bank of England, the Federal Reserve and the Eurosystem (including the European Central Bank and central banks in the eurozone). Exposure to sovereigns fluctuates according to Group liquidity requirements and cash positions. These are driven by inflows and outflows of deposits which determine the level of cash placed with central banks and have contributed to higher exposures at the Bank of England and lower exposures at European and US central banks. Information on the Group’s exposure to governments, including peripheral eurozone sovereigns, can be found in the Risk management section on Country risk.

·
Exposure to the banking sector is one of the largest in the Group’s portfolio. The sector is well diversified geographically with derivative exposures being largely collateralised. Exposures are tightly controlled through the combination of the single name concentration framework, bespoke credit policies and country limits. Exposures to the banking sector decreased by £3 billion in 2012 as a result of reduced interbank lending and derivative activity, and a reduction in limits to banks in countries under stress, such as the peripheral eurozone countries.

·
Exposure to other financial institutions comprising traded and non-traded products is spread across a range of financial companies including insurance, securitisation vehicles, financial intermediaries including broker dealers and CCPs, financial guarantors - monolines and CDPCs - and funds comprising unleveraged, hedge and leveraged funds. The size and asset quality of the Core portfolio have not changed materially since 2011. However, entities in this sector remain vulnerable to market shocks or contagion from the banking sector. Credit risk is managed through the single name concentration, sector concentration and asset and product class frameworks, with specific sector and product caps in place where there is a perception of heightened credit risk. The Group is also actively managing down its exposures to monolines and CDPCs with a view to exiting these portfolios. Exposures to CDPCs and monolines have decreased materially during 2012 as trades are commuted and exposures reduce due to tightening credit spread of the assets protected by CDPCs and monolines.

·
The Group’s exposure to the property sector was £91 billion (a fall of 11% during the year), the majority of which was commercial real estate in Ireland and the UK (see section on commercial real estate on pages 140 and 141 for further details). The remainder comprised lending to construction companies and building materials groups, which fell by £1.9 billion (15%), and housing associations, which remained stable. Most of the Group’s Core property exposure is within UK Corporate (73%).

·
The 22% decline in exposure to the retail and leisure sectors, was driven by the de-leveraging by customers and refinements in sector classifications within the Wealth division. Excluding the impact of sector reclassifications, the reduction in the retail and leisure portfolios was 15% in 2012. While the market outlook for this sector remains challenging and despite some high-profile failures among UK high street retailers, losses on the Group’s retail portfolio remained low during 2012. The sector continues to show wide variation in performance, however, credit metrics overall remained broadly stable. The leisure sector displayed weaker credit metrics than the wider corporate portfolio, in line with the industry trend. The Group’s risk appetite is driven by the importance of the leisure sector to the UK franchise, especially for the UK Corporate division, but is mitigated through tighter origination policies and a reduction in exposure to high risk sub-sectors. Leisure sector exposure fell by 8% in 2012 driven predominantly by Non-Core. The gambling sub-sector is subject to specific controls due to its high credit and reputational risk profile.
 
* unaudited
 
124

 
Business review Risk and balance sheet management continued


Credit risk assets*: Sector and geographical regional analysis continued
 
·
The Group’s transport sector portfolio includes £10.6 billion of asset-backed exposure to ocean-going vessels. Conditions remained poor across the major shipping market segments in 2012, with low charter rates and vessel values. A key protection for the Group is the minimum security covenant. This covenant is tested each quarter on an individual vessel basis to ensure prompt remedial action is taken if values fall significantly below agreed loan coverage ratios. There was an increase in the number of clients suffering liquidity issues or failing to meet their minimum security covenant and a commensurate rise in referrals to the Watchlist and the Global Restructuring Group (GRG). At 31 December 2012, 20% of the Group’s exposure to this sector was in Watchlist Red and the amount of loans in default were £687 million. The impairment charge for the year was c.£0.1 billion and the provision balance as at 31 December 2012 stood at c.£0.2 billion. The Group’s exposure to the shipping sector (including shipping related infrastructure) declined by 3.5% in 2012 as a result of amortisation and foreign exchange movements.

·
Exposure to healthcare of £10.0 billion at year end is included in the business services sector. It is heavily biased towards the UK health sector which represents 68% of the exposure. There was no significant change in the asset quality or size of this portfolio in 2012. Challenging market conditions persist in the nursing home sub-sector and as a result the Group has tightened its risk appetite and further strengthened its transactional controls and policies during the year.

·
Core personal lending continued to rise, driven by UK mortgages. This expansion is in line with Group strategy and has no detrimental impact on credit quality (for more commentary refer to Key credit portfolios: Residential mortgages on page 145). The increase was partially offset by reduced unsecured exposures.


Asset quality
 
Internal reporting and oversight of risk assets is principally differentiated by credit grades. Customers are assigned credit grades based on various credit grading models that reflect the key drivers of default for each customer type. All credit grades across the Group map to both a Group level asset quality scale, used for external financial reporting, and a master grading scale for wholesale exposures, used for internal management reporting across portfolios. Accordingly, measures of risk exposure may be readily aggregated and reported at increasing levels of granularity depending on stakeholder or business need. Performing loans are defined as AQ1-AQ9 (where the PD is less than 100%) and non-performing loans as AQ10 (where the PD is 100%).

Exposures are allocated to asset quality bands on the basis of statistically driven models which produce an estimate of default rate. The variables included in the models vary by product and geography. For portfolios secured on residential property these models typically include measures of delinquency and loan to value as well as other differentiating characteristics such as bureau score, product features or associated account performance information.

The table below shows credit risk assets by asset quality (AQ) band:
 
   
2012
 
2011
 
2010
Asset
quality band
 
Probability of default range
Core 
£m
Non-Core 
£m
Total  
£m  
Total  
%
 
Core 
£m
Non-Core 
£m
Total 
£m
Total 
%
 
Core
£m
Non-Core
£m
Total
£m
Total
%
AQ1
0% - 0.034%
131,772 
7,428 
139,200 
22.2 
 
195,826 
13,732 
209,558 
31.1 
 
175,793
17,728
193,521
27.8
AQ2
0.034% - 0.048%
25,334 
2,241 
27,575 
4.4 
 
18,366 
2,915 
21,281 
3.2 
 
18,274
2,526
20,800
3.0
AQ3
0.048% - 0.095%
43,925 
2,039 
45,964 
7.3 
 
27,082 
2,883 
29,965 
4.4 
 
26,244
4,259
30,503
4.4
AQ4
0.095% - 0.381%
112,589 
6,438 
119,027 
19.0 
 
65,491 
9,636 
75,127 
11.1 
 
64,277
15,052
79,329
11.4
AQ5
0.381% - 1.076%
92,130 
7,588 
99,718 
15.9 
 
92,503 
10,873 
103,376 
15.3 
 
90,639
18,767
109,406
15.7
AQ6
1.076% - 2.153%
45,808 
5,525 
51,333 
8.2 
 
67,260 
6,636 
73,896 
11.0 
 
73,367
12,913
86,280
12.4
AQ7
2.153% - 6.089%
32,720 
5,544 
38,264 
6.1 
 
36,567 
8,133 
44,700 
6.6 
 
41,399
10,451
51,850
7.5
AQ8
6.089% - 17.222%
13,091 
1,156 
14,247 
2.4 
 
11,921 
3,320 
15,241 
2.3 
 
15,300
4,308
19,608
2.8
AQ9
17.222% - 100%
8,849 
2,073 
10,922 
1.8 
 
12,710 
5,024 
17,734 
2.6 
 
11,398
8,621
20,019
2.9
AQ10
100%
21,562 
22,845 
44,407 
7.1 
 
20,017 
25,020 
45,037 
6.7 
 
17,994
25,005
42,999
6.2
Other (1)
 
32,709 
2,343 
35,052 
5.6 
 
34,392 
4,537 
38,929 
5.7 
 
34,839
5,753
40,592
5.9
   
560,489 
65,220 
625,709 
100 
 
582,135 
92,709 
674,844 
100 
 
569,524
125,383
694,907
100

Note:
(1)
Largely comprises certain of the Group’s portfolios covered by the standardised approach, for which a probability of default equivalent to those assigned to assets covered by the internal ratings based approach is not available.
 
 
* unaudited
 
125

 
Business review Risk and balance sheet management continued

 
 
2012
 
2011
 
2010
AQ10 credit risk assets by division
AQ10
£m
Divisional credit
risk assets %
 
AQ10 
£m
Divisional credit 
risk assets %
 
AQ10 
£m 
Divisional credit  
risk assets %
UK Retail
4,998
4.4
 
5,097 
4.6 
 
5,017 
4.6 
UK Corporate
6,310
6.2
 
5,484 
5.2 
 
5,198 
4.8 
International Banking
612
0.9
 
1,736 
2.4 
 
2,227 
2.8 
Ulster Bank
8,236
24.1
 
6,305 
16.7 
 
4,348 
10.7 
US Retail & Commercial
633
1.2
 
646 
1.1 
 
599 
1.2 
Retail & Commercial
20,789
5.3
 
19,268 
4.8 
 
17,389 
4.3 
Markets
773
0.7
 
749 
0.7 
 
605 
0.5 
Core
21,562
3.8
 
20,017 
3.4 
 
17,994 
3.2 
Non-Core
22,845
35.0
 
25,020 
27.0 
 
25,005 
19.9 
 
44,407
7.1
 
45,037 
6.7 
 
42,999 
6.2 
 
Key points
 
·
Trends in the asset quality of the Group’s credit risk exposures during 2012 reflected changes in the composition of the Core portfolio and the run-off and disposals of Non-Core assets as well as regrading through new and updated models, particularly in relation to the bank and personal sectors. Adjusting for those factors, the overall asset quality of the Group’s corporate exposure was broadly unchanged despite difficult external conditions in the UK and ongoing uncertainty in the eurozone.

·
The decrease in the Group’s Core exposures within the AQ1 band reflects the decrease in the Group’s exposure to sovereigns in Western Europe and North America and the change in the bank and sovereign Probability of Default (PD) rating models noted on page 121. The credit outlook for banks and sovereigns continues to be challenging and the transition to the updated PD models creates additional credit migration causing assets to move to higher PDs. While the nominal value and appearance of migration out of AQ1 is material most of the migration continues to occur within the range of stronger credit grades and hence the change in the credit quality of the portfolio is modest. The weighted PD percentage for banks and sovereigns increased by 5 basis points to 0.13% and 3 basis points to 0.04% respectively. The AQ composition of the Corporate portfolio has not changed materially during the year.

·
The increase in AQ4 is partly driven by the change to the bank and sovereign PD models noted above, and partly due to the improvement in the UK Retail mortgage asset quality band distribution. This followed updates to the Group’s models which were delayed whilst long term recalibrations were made to the capital rating system. These PD recalibrations reflect improvements in the underlying credit quality of the UK mortgage portfolio.

·
On a sector basis, the proportion of non-performing assets in the property sector increased slightly to 58% of total AQ10 exposure (2011 - 57%). Non-performing assets relating to property represent a material proportion of AQ10 exposure in Non-Core (85%), UK Corporate (56%) and Ulster Bank (30%). In particular, continued weakness in the Irish economy meant non-performing assets in the Ulster Bank portfolio continued to grow, driven by exposures in the personal and property sectors. Refer to the Key credit portfolios: Ulster Bank Group (pages 149 to 152) for more details. A small number of significant individual non-performing property cases led to the overall increase in the AQ10 population in UK Corporate.

·
Non-performing assets (AQ10) in Non-Core increased as a percentage of the overall Non-Core portfolio due to the run-off and disposals of better performing assets. The overall level of AQ10 assets in Non-Core fell due to repayments, assets returning to the performing book and the write off of certain real estate exposures in 2012.

·
In UK Retail non-performing assets (AQ10) reduced slightly during the year predominantly as a result of lower flows of unsecured assets into non-performing. Recovery activity on non-performing assets is pursued over a number of years during which time the assets remain on balance sheet along with the appropriate impairment provision.

·
Non-performing credit risk assets within International Banking decreased markedly as renegotiations led to the return of significant exposure in the transport sector to the performing book.

* unaudited
 
126

 
Business review Risk and balance sheet management continued
 

Credit risk mitigation
 
Approaches and methodologies*
 
The Group employs a number of structures and techniques to mitigate credit risk. Netting of debtor and creditor balances is undertaken in accordance with relevant regulatory and internal policies. Exposure on OTC derivative and secured financing transactions is further mitigated by the exchange of financial collateral and the use of market standard documentation. Further mitigation may occur in a range of transactions, from retail mortgage lending to large wholesale financing. This can include: structuring a security interest in a physical or financial asset; use of credit derivatives, including credit default swaps, credit-linked debt instruments and securitisation structures; and use of guarantees and similar instruments (for example, credit insurance) from related and third parties. Such techniques are used in the management of credit portfolios, typically to mitigate credit concentrations in relation to an individual obligor, a borrower group or a collection of related borrowers.

The use and approach to credit risk mitigation varies by product type, customer and business strategy. Minimum standards applied across the Group cover:

·
The suitability of qualifying credit risk mitigation types and any conditions or restrictions applicable to those mitigants;

·
The means by which legal certainty is to be established, including required documentation, supportive independent legal opinions and all necessary steps required to establish legal rights;

·
Acceptable methodologies for initial and any subsequent valuations of collateral and the frequency with which collateral is to be revalued and the use of collateral haircuts;

·
Actions to be taken in the event that the value of mitigation falls below required levels;

·
Management of the risk of correlation between changes in the credit risk of the customer and the value of credit risk mitigation;

·
Management of concentration risks, for example, by setting thresholds and controls on the acceptability of credit risk mitigants and on lines of business that are characterised by a specific collateral type or structure; and

·
Collateral management to ensure that credit risk mitigation remains legally effective and enforceable.

Secured portfolios
 
Within its secured portfolios, the Group has recourse to various types of collateral and other credit enhancements to mitigate credit risk and reduce the loss to the Group arising from the failure of a customer to meet its obligations. These include: cash deposits; charges over residential and commercial property, debt securities and equity shares; and third-party guarantees. The existence of collateral may affect the pricing of a facility and its regulatory capital requirement. When a collateralised financial asset becomes impaired, the impairment charge directly reflects the realisable value of collateral and any other credit enhancements.
 
Corporate exposures
 
The type of collateral taken by the Group’s commercial and corporate businesses and the manner in which it is taken will vary according to the activity and assets of the customer.

·
Physical assets - These include business assets such as stock, plant and machinery, vehicles, ships and aircraft. In general, physical assets qualify as collateral only if they can be unambiguously identified, located or traced, and segregated from uncharged assets. Assets are valued on a number of bases according to the type of security that is granted.

·
Real estate - The Group takes collateral in the form of real estate, which includes residential and commercial properties. The market value of the collateral will typically exceed the loan amount at origination date. The market value is defined as the estimated amount for which the asset could be sold in an arms length transaction by a willing seller to a willing buyer.

·
Receivables - When taking a charge over receivables, the Group assesses their nature and quality and the borrower’s management and collection processes. The value of the receivables offered as collateral will typically be adjusted to exclude receivables that are past their due dates.

The security charges may be floating or fixed, with the type of security likely to impact: (i) the credit decision; and (ii) the potential loss upon default. In the case of a general charge such as a mortgage debenture, balance sheet information may be used as a proxy for market value if the information is deemed reliable.

The Group does not recognise certain asset classes as collateral: for example, short leasehold property and equity shares of the borrowing company. Collateral whose value is correlated to that of the obligor is assessed on a case-by-case basis and, where necessary, over-collateralisation may be required.

The Group uses industry-standard loan and security documentation wherever possible. Non-standard documentation is typically prepared by external lawyers on a case-by-case basis. The Group’s business and credit teams are supported by in-house specialist documentation teams.

The existence of collateral has an impact on provisioning. Where the Group no longer expects to recover the principal and interest due on a loan in full or in accordance with the original terms and conditions, it is assessed for impairment. If exposures are secured, the current net realisable value of the collateral will be taken into account when assessing the need for a provision. No impairment provision is recognised in cases where all amounts due are expected to be settled in full on realisation of the security.
 
* unaudited
 
127

 
Business review Risk and balance sheet management continued

 
Commercial real estate
 
The table below analyses commercial real estate (Core and Non-Core) lending by loan-to-value (LTV) which represents loan value before provisions. Due to market conditions in Ireland and to a lesser extent in the UK, there is a shortage of market-based data. In the absence of external valuations, the Group deploys a range of alternative approaches to assess property values, including internal expert judgement and indexation.
 
  Ulster Bank   Rest of the Group   Group
 
Loan-to-value
 
Performing 
£m 
 
Non-performing 
£m 
 
Total 
£m 
   
Performing 
£m
 
Non-performing 
£m 
 
Total 
£m 
   
Performing 
£m 
 
Non-performing 
£m 
 
Total  
£m  
2012
                     
<= 50%
183 
24 
207 
 
7,210 
281 
7,491 
 
7,393 
305 
7,698 
> 50% and <= 70%
326 
102 
428 
 
12,161 
996 
13,157 
 
12,487 
1,098 
13,585 
> 70% and <= 90%
462 
250 
712 
 
6,438 
1,042 
7,480 
 
6,900 
1,292 
8,192 
> 90% and <= 100%
466 
141 
607 
 
1,542 
2,145 
3,687 
 
2,008 
2,286 
4,294 
> 100% and <= 110%
103 
596 
699 
 
1,019 
1,449 
2,468 
 
1,122 
2,045 
3,167 
> 110% and <= 130%
326 
630 
956 
 
901 
1,069 
1,970 
 
1,227 
1,699 
2,926 
> 130% and <= 150%
274 
878 
1,152 
 
322 
913 
1,235 
 
596 
1,791 
2,387 
> 150%
963 
7,290 
8,253 
 
595 
1,962 
2,557 
 
1,558 
9,252 
10,810 
Total with LTVs
3,103 
9,911 
13,014 
 
30,188 
9,857 
40,045 
 
33,291 
19,768 
53,059 
Minimal security (1)
7
1,461 
1,468 
 
3
13 
16 
 
10 
1,474 
1,484 
Other (2)
97 
715 
812 
 
6,494 
1,191 
7,685 
 
6,591 
1,906 
8,497 
Total
3,207 
12,087 
15,294 
 
36,685 
11,061 
47,746 
 
39,892 
23,148 
63,040 
                       
Total portfolio average LTV (3)
131% 
286% 
249% 
 
65% 
125% 
80% 
 
71% 
206% 
122% 

2011
                     
<= 50%
272 
32 
304 
 
7,091 
332 
7,423 
 
7,363 
364 
7,727 
> 50% and <= 70%
479 
127 
606 
 
14,105 
984 
15,089 
 
14,584 
1,111 
15,695 
> 70% and <= 90%
808 
332 
1,140 
 
10,042 
1,191 
11,233 
 
10,85
1,523 
12,373 
> 90% and <= 100%
438 
201 
639 
 
2,616 
1,679 
4,295 
 
3,054 
1,880 
4,934 
> 100% and <= 110%
474 
390 
864 
 
1,524 
1,928 
3,452 
 
1,998 
2,318 
4,316 
> 110% and <= 130%
527 
1,101 
1,628 
 
698 
1,039 
1,737 
 
1,225 
2,140 
3,365 
> 130% and <= 150%
506 
1,066 
1,572 
 
239 
912 
1,151 
 
745 
1,978 
2,723 
> 150%
912 
7,472 
8,384 
 
433 
2,082 
2,515 
 
1,345 
9,554 
10,899 
Total with LTVs
4,416 
10,721 
15,137 
 
36,748 
10,147 
46,895 
 
41,164 
20,868 
62,032 
Minimal security (1)
72 
1,086 
1,158 
 
— 
— 
— 
 
72 
1,086 
1,158 
Other (2)
193 
625 
818 
 
8,994 
1,844 
10,838 
 
9,187 
2,469 
11,656 
Total
4,681 
12,432 
17,113 
 
45,742 
11,991 
57,733 
 
50,423 
24,423 
74,846 
                       
Total portfolio average LTV (3)
120% 
264% 
222% 
 
69% 
129% 
82% 
 
75% 
203% 
116% 

Notes:
(1)
In 2012, the Group reclassified loans with limited or non-physical security (defined as LTV>1,000%) as minimal security, for which a majority are commercial real estate development loans in Ulster Bank. Total portfolio average LTV is quoted net of loans with minimal security given that the anticipated recovery rate is less than 10%. Provisions are marked against these loans where required to reflect asset quality and recovery profile. 2011 presentation has been revised.
(2)
Other performing loans of £6.6 billion (2011 - £9.2 billion) include general corporate lending, typically unsecured, to commercial real estate companies, and major UK homebuilders. The credit quality of these exposures is consistent with that of the performing portfolio overall. Other non-performing loans of £1.9 billion (2011 - £2.5 billion) are subject to the Group’s standard provisioning policies.
(3)
Weighted average by exposure.

Other corporate
 
 
2012
 
2011
 
2010
Corporate risk elements in lending and potential problem loans
  (excluding commercial real estate)
Loans 
£m 
Provisions 
 
Loans 
£m 
Provisions 
£m 
 
Loans 
£m 
Provisions 
£m 
Secured
9,936 
4,704 
 
7,782 
3,369 
 
6,526 
2,564 
Unsecured
1,894 
1,170 
 
2,712 
1,836 
 
2,769 
1,762 
 
 
 
128

 
Business review Risk and balance sheet management continued

 
Credit risk mitigation continued
Wholesale market exposures
 
As set out in the table below, the Group receives collateral for reverse repurchase transactions and for derivatives, typically in the form of cash, quoted debt securities or equities. The risks inherent in both types of transaction are further mitigated through master bilateral netting arrangements. Industry standard documentation such as master repurchase agreements and credit support annexes accompanied by legal opinion, is used for financial collateral taken as part of trading activities.
 
 
2012 
£bn 
2011 
£bn 
2010 
£bn 
Reverse repurchase agreements
104.8 
100.9 
95.1 
Securities received as collateral (1)
(104.7)
(98.9)
(94.3)
       
Derivative assets gross exposure
441.9 
530.1 
432.2 
Counterparty netting
(373.9)
(441.6)
(330.4)
Cash collateral held
(34.1)
(37.2)
(31.1)
Securities received as collateral
(5.6)
(5.3)
(2.9)

Note:
(1)
In accordance with normal market practice, at 31 December 2012 £100.7 billion (2011 - £95.4 billion; 2010 - £93.5 billion) had been resold or re-pledged as collateral for the Group’s own transactions.
 
Retail
 
Within the Group’s retail book, mortgage and home equity lending portfolios are secured by residential property. The Group’s portfolio of US automobile loans is secured by motor cars or other vehicles. Student loans and credit card lending are all unsecured. The vast majority of personal loans are also unsecured.

All borrowing applications, whether secured or not, are subject to appropriate credit risk underwriting processes including affordability assessment. Pricing is typically higher on unsecured than secured loans. For secured loans, pricing will typically vary by LTV. Higher LTV products are typically subject to higher interest rates commensurate with the associated risk.

The value of a property intended to secure a mortgage is assessed during the loan underwriting process using industry-standard methodologies. Property values supporting home equity lending reflect either an individual appraisal or valuations generated by statistically valid automated valuation models. Property values are updated each quarter
using the relevant house price index (the Halifax Quarterly Regional House Price Index in the UK, the Case-Shiller Home Value Index in the US, and the Central Statistics Office Residential Property Price Index in ROI (monthly) and the Nationwide House Price Index in Northern Ireland).

For automobile lending in the US, new vehicles are valued at cost and used vehicles at the average trade-in value. At 31 December 2012, this portfolio amounted to £5.4 billion (2011 - £4.8 billion; 2010 - £5.1 billion).

The existence of collateral has an impact on provisioning levels. Once a secured loan is classified as non-performing, the realisable value of the underlying collateral and the costs associated with repossession are used to estimate the provision required.

Residential mortgages
 
The table below shows LTVs for the Group’s residential mortgage portfolio split between performing (AQ1-AQ9) and non-performing (AQ10), with the average calculated on a weighted value basis. Loan balances are as at the end of the year whereas property values are calculated using the appropriate index.
 
  UK Retail   Ulster Bank   RBS Citizens (1)
Loan-to-value
Performing 
£m 
Non-performing 
£m 
Total 
£m 
 
Performing 
£m 
Non-performing 
£m 
Total 
£m 
 
Performing 
£m 
Non-performing 
£m 
Total  
£m  
2012
                     
<= 50%
22,306 
327 
22,633 
 
2,182 
274 
2,456 
 
4,167 
51 
4,218 
> 50% and <= 70%
27,408 
457 
27,865 
 
1,635 
197 
1,832 
 
4,806 
76 
4,882 
> 70% and <= 90%
34,002 
767 
34,769 
 
2,019 
294 
2,313 
 
6,461 
114 
6,575 
> 90% and <= 100%
7,073 
366 
7,439 
 
1,119 
156 
1,275 
 
2,011 
57 
2,068 
> 100% and <= 110%
3,301 
290 
3,591 
 
1,239 
174 
1,413 
 
1,280 
43 
1,323 
> 110% and <= 130%
1,919 
239 
2,158 
 
2,412 
397 
2,809 
 
1,263 
42 
1,305 
> 130% and <= 150%
83 
26 
109 
 
2,144 
474 
2,618 
 
463 
14 
477 
> 150%
— 
— 
— 
 
3,156 
1,290 
4,446 
 
365 
14 
379 
Total with LTVs
96,092 
2,472 
98,564 
 
15,906 
3,256 
19,162 
 
20,816 
411 
21,227 
Other (2)
486 
12 
498 
 
— 
— 
— 
 
292 
19 
311 
Total
96,578 
2,484 
99,062 
 
15,906 
3,256 
19,162 
 
21,108 
430 
21,538 
                       
Total portfolio average LTV (3)
66% 
80% 
67% 
 
108% 
132% 
112% 
 
75% 
86% 
75% 
           
Average LTV on new originations during the year
 
65% 
 
74% 
 
64% 
 
 
* unaudited
 
129

 
Business review Risk and balance sheet management continued
 
 
 
 
UK Retail
 
Ulster Bank
 
RBS Citizens (1)
 
2011
Performing 
£m
Non-performing 
£m
Total 
£m
 
Performing 
£m
Non-  performing 
£m
Total 
£m
 
Performing 
£m
Non-  performing 
£m
Total  
£m  
<= 50%
21,537 
285 
21,822 
 
2,568 
222 
2,790 
 
4,745 
49 
4,794 
> 50% and <= 70%
25,598 
390 
25,988 
 
1,877 
157 
2,034 
 
4,713 
78 
4,791 
> 70% and <= 90%
33,738 
671 
34,409 
 
2,280 
223 
2,503 
 
6,893 
125 
7,018 
> 90% and <= 100%
7,365 
343 
7,708 
 
1,377 
128 
1,505 
 
2,352 
66 
2,418 
> 100% and <= 110%
3,817 
276 
4,093 
 
1,462 
130 
1,592 
 
1,517 
53 
1,570 
> 110% and <= 130%
1,514 
199 
1,713 
 
2,752 
322 
3,074 
 
1,536 
53 
1,589 
> 130% and <= 150%
60 
15 
75 
 
2,607 
369 
2,976 
 
626 
28 
654 
> 150%
— 
— 
— 
 
2,798 
748 
3,546 
 
588 
27 
615 
Total with LTVs
93,629 
2,179 
95,808 
 
17,721 
2,299 
20,020 
 
22,970 
479 
23,449 
Other (2)
567 
13 
580 
 
— 
— 
— 
 
681 
23 
704 
Total
94,196 
2,192 
96,388 
 
17,721 
2,299 
20,020 
 
23,651 
502 
24,153 
                       
Total portfolio average LTV (3)
67% 
80% 
67% 
 
104% 
125% 
106% 
 
76% 
91% 
77% 
           
Average LTV on new originations during the year
63% 
 
74% 
 
63% 

2010
                     
<= 50%
19,568 
246 
19,814 
 
3,385 
186 
3,571 
 
5,193 
45 
5,238 
> 50% and <= 70%
24,363 
345 
24,708 
 
2,534 
152 
2,686 
 
4,902 
79 
4,981 
> 70% and <= 90%
31,711 
588 
32,299 
 
3,113 
179 
3,292 
 
7,029 
137 
7,166 
> 90% and <= 100%
7,998 
319 
8,317 
 
1,958 
121 
2,079 
 
2,459 
67 
2,526 
> 100% and <= 110%
4,083 
260 
4,343 
 
2,049 
137 
2,186 
 
1,534 
53 
1,587 
> 110% and <= 130%
1,722 
202 
1,924 
 
4,033 
358 
4,391 
 
1,425 
61 
1,486 
> 130% and <= 150%
57 
16 
73 
 
2,174 
297 
2,471 
 
599 
28 
627 
> 150%
— 
— 
— 
 
355 
131 
486 
 
589 
36 
625 
Total with LTVs
89,502 
1,976 
91,478 
 
19,601 
1,561 
21,162 
 
23,730 
506 
24,236 
Other (2)
1,090 
24 
1,114 
 
— 
— 
— 
 
762 
30 
792 
Total
90,592 
2,000 
92,592 
 
19,601 
1,561 
21,162 
 
24,492 
536 
25,028 
                       
Total portfolio average LTV (3)
68% 
81% 
68% 
 
91% 
106% 
92% 
 
75% 
94% 
76% 
           
Average LTV on new originations during the year
68% 
 
79% 
 
66% 

Notes:
(1)
Includes residential mortgages and home equity loans and lines (refer to page 147 for a breakdown of balances).
(2)
Where no indexed LTV is held.
(3)
Average LTV weighted by value is arrived at by calculating the LTV on each individual mortgage and applying a weighting based on the value of each mortgage.
(4)
Excludes mortgage lending in Wealth. This portfolio totalled £8.8 billion (2011 - £8.3 billion; 2010 - £7.8 billion) and continues to perform in line with expectations with minimal provisions of £248 million.
 
 
130

 
Business review Risk and balance sheet management continued
 
 

Early problem identification and problem debt management
 
While the principles of identifying, managing and providing for problem debts are broadly similar for wholesale and retail customers, the procedures differ based on the nature of the assets, as discussed below.

Wholesale customers
 
The controls and processes for managing wholesale problem debts are embedded within the divisions’ credit approval frameworks and form an essential part of the ongoing credit assessment of customers. Any necessary approvals will be required in accordance with the delegated authority grid governing the extension of credit.

Early problem recognition
 
Each division has established Early Warning Indicators (EWIs) designed to identify those performing exposures that require close attention due to financial stress or heightened operational issues. Such identification may also take place as part of the annual review cycle. EWIs vary from division to division and comprise both internal parameters (such as account level information) and external parameters (such as the share price of publicly listed customers).

Customers identified through either the EWIs or annual review are assessed by portfolio management and/or credit officers within the division to determine whether or not the customer’s circumstances warrant placing the exposure on the Watchlist (detailed below).

Watchlist *
 
There are three Watchlist ratings - amber, red and black - reflecting progressively deteriorating conditions. Watchlist Amber loans are performing loans where the counterparty or sector shows early signs of potential stress or has other characteristics such that they warrant closer monitoring. Watchlist Red loans are performing loans where indications of the borrower’s declining creditworthiness are such that the exposure requires active management, usually by the Global Restructuring Group (GRG). Watchlist Black loans comprise risk elements in lending and potential problem loans.

Once on the Watchlist process, customers come under heightened scrutiny. The relationship strategy is reassessed by a forum of experienced credit, portfolio management and remedial management professionals within the division. In accordance with Group-wide policies, a number of mandatory actions are taken, including a review of the customer’s credit grade and facility security documentation. Other appropriate corrective action is taken when circumstances emerge that may affect the customer’s ability to service its debt. Such circumstances include deteriorating trading performance, an imminent breach of covenant, challenging macroeconomic conditions, a late payment or the expectation of a missed payment.

For all Watchlist Red cases, the division is required to consult with GRG on whether the relationship should be transferred to GRG (see more on GRG below). Relationships managed by the divisions tend to be with companies operating in niche sectors, such as airlines or products such as securitisation special purpose vehicles. The divisions may also manage those exposures when subject matter expertise is available in the divisions rather than within GRG.

At 31 December 2012, exposures to customers reported as Watchlist Red and managed within the divisions totalled £4.3 billion (2011 - £4.9 billion).

Strategies that are available within divisions include granting a customer various types of concessions. Any decision to approve a concession will be a function of the division’s specific country and sector appetite, the key credit metrics of the customer, the market environment and the loan structure/security. Refer to the section below on Wholesale renegotiations.

Other potential outcomes of the review of the relationship are to: take the customer off the Watchlist and return them to the mainstream loan book; offer further lending and maintain ongoing reviews; transfer the relationship to GRG for those customers requiring such stewardship; or exit the relationship altogether.

The following table shows a sector breakdown of credit risk assets of Watchlist Red counterparties under GRG management:
 
 
2012
 
2011
 
Watchlist Red credit risk assets under GRG management
Core
£m
Non-Core
£m
Total
£m
 
Core
£m
Non-Core
£m
Total
£m
Property
5,605
4,377
9,982
 
6,561
6,011
12,572
Transport
2,238
478
2,716
 
1,159
2,252
3,411
Retail and leisure
1,542
432
1,974
 
1,528
669
2,197
Services
870
84
954
 
808
141
949
Other
3,087
1,177
4,264
 
1,952
916
2,868
Total
13,342
6,548
19,890
 
12,008
9,989
21,997

Global Restructuring Group (GRG)
 
In cases where the Group’s exposure to the customer exceeds £1 million, the relationship may be transferred to GRG following consultation with the originating division. The primary function of GRG is active management of the exposures to minimise loss for the Group and where feasible return the exposure to the Group’s mainstream loan book following an assessment by GRG that no further losses are expected.

At 31 December 2012, credit risk assets relating to exposures under GRG management (excluding those placed under GRG stewardship for operational reasons rather than concerns over credit quality and those in the AQ10 internal asset quality (AQ) band) totalled £19.9 billion. Credit risk assets are defined on page 122. The internal asset quality bands are defined on page 125.
 
 
* unaudited
 
131

 
Business review Risk and balance sheet management continued

 
Wholesale renegotiations
 
Loan modifications take place in a variety of circumstances including but not limited to a customer’s current or potential credit deterioration. Where the contractual payment terms of a loan have been changed because of the customer’s financial difficulties, it is classified as ‘renegotiated’ in the wholesale portfolio.

Loans modified in the normal course of business where there is no evidence of financial difficulties and any changes to terms and conditions are within acceptable credit parameters, within credit risk appetite and/or reflective of improving conditions for the customer in the credit markets, are not considered to have been renegotiated.

A number of options are available to the Group when a wholesale customer is facing financial difficulties and corrective action is deemed necessary. Such actions are tailored to the individual circumstances of the customer. The aim of such actions is to assist the customer in restoring its financial health and to minimise risk to the Group. To ensure that the renegotiations are appropriate for the needs and financial profile of the customer, the Group requires minimum standards to be applied when assessing, recording, monitoring and reporting this type of activity.

Wholesale renegotiations involve the following types of concessions:

·
Variation in margin - The contractual margin may be amended to bolster the customer’s day-to-day liquidity, with the aim of helping to sustain the customer’s business as a going concern. This would normally be seen as a short-term solution and is typically accompanied by the Group receiving an exit payment, a payment in kind or a deferred fee.

·
Payment concessions and loan rescheduling - payment concessions or changes to the contracted amortisation profile including extensions in contracted maturity may be granted to improve the customer’s liquidity. Such concessions often depend on the expectation that the customer’s liquidity will recover when market conditions improve or will benefit from access to alternative sources of liquidity, such as an issue of equity capital. These types of concessions are common in commercial real estate transactions, particularly where a shortage of market liquidity rules out immediate refinancing and makes short-term forced collateral sales unattractive.
 
·
Forgiveness of all or part of the outstanding debt - debt may be forgiven or exchanged for equity in cases where a fundamental shift in the customer’s business or economic environment means that the customer is incapable of servicing current debt obligations and other forms of renegotiations are unlikely to succeed in isolation. Debt forgiveness is often an element in leveraged finance transactions, which are typically structured on the basis of projected cash flows from operational activities, rather than underlying tangible asset values. Provided that the underlying business model and strategy are considered viable, maintaining the business as a going concern with a sustainable level of debt is the preferred option, rather than realising the value of the underlying assets.

In addition, the Group may offer a temporary covenant waiver, a recalibration of covenants and/or a covenant amendment to cure a potential or actual covenant breach. Such relief is usually granted in exchange for fees, increased margin, additional security, or a reduction in maturity profile of the original loan. These financial covenant concessions are monitored internally, but are not included in the renegotiated loans data (when this is the sole concession granted to a customer) as we believe that such concessions are qualitatively different from other renegotiations: The loan’s payment terms are unchanged. Covenant concessions provide an early warning indicator rather than firm evidence of a significant deterioration in credit quality.

The impact on the credit quality of any change in terms and conditions of a loan is assessed at the time of granting such changes, and the appropriateness of the credit metrics reviewed at such time. For performing counterparties, credit metrics are an integral part of the latent provision methodology and therefore the impact of covenant concessions will be reflected in the latent provision. For non-performing counterparties, covenant concessions will be considered in the overall provision adequacy for these loans.

Covenant waivers and amendments are predominantly undertaken prior to transfer to GRG. The vast majority of the other types of renegotiations undertaken by the Group take place within GRG. Forgiveness of debt and exchange for equity is only available to customers in GRG. 

Loans may be renegotiated more than once, generally where a temporary concession has been granted and circumstances warrant another temporary or permanent revision of the loan’s terms. Where renegotiation is no longer viable, the Group will consider other options such as the enforcement of security and or insolvency proceedings.
 
 
 
132

 
Business review Risk and balance sheet management continued

 
Early problem identification and problem debt management: Wholesale renegotiations continued
 
The data presented in the tables below include loans renegotiated during 2011 and 2012 which individually exceed thresholds set at divisional level, ranging from nil to £10 million. This population captures approximately 68% of that proportion of the wholesale portfolio which is either on Watchlist or under GRG stewardship. We continue to refine our reporting processes relating to renegotiated loans and as part of the 2012 review, the amounts in-progress and completed renegotiations relating to 2011 have been revised.

Wholesale renegotiations
 
The table below shows the value of loans (excluding loans where the Group has initiated recovery procedures) where renegotiations were completed during the year by sector and renegotiation types.
 
 
2012
 
2011 - Revised
 
Wholesale renegotiations during the year by sector
Performing 
£m
Non-performing 
£m
Non-performing 
provision 
coverage 
 
Performing 
£m
Non-performing 
£m
Non-performing 
provision 
coverage 
Property
1,954 
3,288 
18 
 
2,166 
3,215 
25 
Transport
832 
99 
23 
 
771 
670 
10 
Telecommunications, media and technology
237 
341 
46 
 
57 
33 
30 
Retail and leisure
487 
111 
34 
 
331 
433 
10 
Other (1)
792 
245 
28 
 
893 
792 
42 
Total
4,302 
4,084 
22 
 
4,218 
5,143 
25 

Note:
(1)
SME business within Wealth is now reported within Wholesale forbearance.

Renegotiation agreements
 
The table below analyses the incidence of the main types of renegotiation by loan value:
 
 
Loans by value
Arrangement type
2012 
%
Revised 
2011 
Variation in margin
12 
Payment concessions and loan rescheduling
69 
92 
Forgiveness of all or part of the outstanding debt
29 
33 
Other (2)
20 

Notes:
(1)
The total above exceeds 100% as an individual case can involve more than one type of arrangement.
(2)
Main types of “other” concessions include formal “standstill” agreements, release of security and amendments to negative pledge. 2012 saw the completion of a small number of material standstill agreements, accounting for the higher proportion of the “Other” modification type.

Key points
 
·
Renegotiations completed during 2012, subject to thresholds as explained above, were £8.4 billion (2011 - £9.4 billion). The volume of renegotiations continues at a high level as difficult economic conditions persist in the UK and Ireland, particularly in real estate markets and the Group continues its active problem debt management. Renegotiations are likely to remain significant: at 31 December 2012 loans totalling £13.7 billion (2011 - £11.7 billion) were in the process of being renegotiated but had not yet reached legal completion (these loans are not included in the tables above). Of these 69% were non-performing loans, with an associated provision coverage of 32%, and 31% were performing loans. The principal types of arrangements being offered include variation in margin, payment concessions and loan rescheduling and forgiveness of all or part of the outstanding debt

·
Loans renegotiated during 2011 and 2012 outstanding at 31 December 2012 were £17.7 billion, of which £9.3 billion relates to arrangements completed during 2011.

·
Additional provisions charged in 2012 relating to loans renegotiated during 2011 totalled £0.2 billion and provision coverage of those loans at 31 December 2012 was 25%.

·
Of the loans renegotiated by GRG during 2011 and 2012 (£14.5 billion), 6% had been returned to performing portfolios managed by the business by 31 December 2012.

·
Renegotiated loans disclosed in the table above may have been the subject of one or more covenant waivers or modifications. In addition loans totalling £3.5 billion granted financial covenant concessions only during the year are not included in the table above as these concessions do not affect a loan’s contractual cash flows.
 
·
Year-on-year analysis of renegotiated loans may be skewed by individual material cases reaching legal completion during a given year. This is particularly relevant when comparing the value of renegotiations completed in the property and transport sectors in 2012 with previous years.
 
 
 
133

 
Business review Risk and balance sheet management continued

 
Key points continued
 
·
In 2012 renegotiations were more prevalent in the Group’s most significant corporate sectors and in those industries experiencing difficult markets, notably property and transport as the Group seeks to support viable customers. The majority of renegotiations granted to borrowers in the property sector were payment concessions and loan rescheduling. During 2012 there has been an increase in the number of renegotiations in the shipping sector as poor economic conditions persist.

·
84% of ‘completed’ and 93% of ‘in progress’ renegotiated cases were managed by GRG.

·
Provisions for the non-performing loans disclosed above are individually assessed and renegotiations are taken into account when determining the level of provision. The provision coverage is affected by the timing of write-offs and provisions. In some cases loans are fully or partially written off on the completion of a renegotiation. Non-performing renegotiated loans also include loans against which no provision is held and where these cases are large they can have a significant impact on the provision coverage within a specific sector.

Provisioning for wholesale renegotiated customers
 
Wholesale renegotiations are predominantly individually assessed and are not therefore segregated into a separate risk pool.

Provisions for renegotiated wholesale loans are assessed in accordance with the Group’s normal provisioning policies (refer to Impairment loss provision methodology on page 138). For the non-performing population, provisions on exposures greater than £1 million are individually assessed by GRG. The provision required is calculated based on the difference between the debt outstanding and the present value of the estimated future cash flows. Exposures smaller than £1 million are deemed not to be individually significant and are assessed collectively by the originating division. Within the performing book, latent loss provisions are held for those losses that are incurred, but not yet identified.
 
Any one of the above types of renegotiation may result in the value of the outstanding debt exceeding the present value of the estimated future cash flows from the renegotiated loan resulting in the recognition of an impairment loss. Renegotiations that include forgiveness of all or part of the outstanding debt account for the majority of such cases.
The customer’s financial position, anticipated prospects and the likely effect of the renegotiation, including any concessions granted, are considered in order to establish whether an impairment provision is required.

In the case of non-performing loans that are renegotiated, the loan impairment provision assessment almost invariably takes place prior to the renegotiation. The quantum of the loan impairment provision may change once the terms of the renegotiation are known, resulting in an additional provision charge or a release of the provision in the period the renegotiation takes place.

The transfer of renegotiated wholesale loans from impaired to performing status follows assessment by relationship managers in GRG. When no further losses are anticipated and the customer is expected to meet the loan’s revised terms, any provision is written off and the balance of the loan returned to performing status.

Performing loans that are renegotiated will be included in the calculation of the latent loss provisions. To the extent that the renegotiation event has affected the customer’s estimated probably of default or loss given default, this will be reflected in the underlying calculation.

Recoveries and active insolvency management
 
The ultimate outcome of a renegotiation strategy is unknown at the time of execution. It is highly dependent on the cooperation of the borrower and the continued existence of a viable business. The following are generally considered to be options of last resort:

·
Enforcement of security or otherwise taking control of assets - Where the Group holds collateral or other security interest and is entitled to enforce its rights, it may take ownership or control of the assets. The Group’s preferred strategy is to consider other possible options prior to exercising these rights.

·
Insolvency - Where there is no suitable renegotiation option or the business is no longer regarded as sustainable, insolvency will be considered. Insolvency may be the only option that ensures that the assets of the business are properly and efficiently distributed to relevant creditors.
 
 
 
134

 
Business review Risk and balance sheet management continued

 
Early problem identification and problem debt management: Wholesale renegotiations continued
 
Retail customers
 
Collections and recoveries
 
There are collections functions in each of the retail businesses. Their role is to provide support and assistance to customers who are experiencing difficulties in meeting their financial obligations to the Group. Evidence of such difficulties includes, for example, a missed payment on their loan, or a balance that is in excess of the agreed credit limit. Additionally, in UK Retail and Ulster Bank, a dedicated support team aims to identify and help customers who may be facing financial difficulty but who are current with their payments.

Within collections, a range of tools is deployed to initiate contact with the customer, establish the cause of their financial difficulty and, aim to support them where possible including the use of a range of forbearance options. If these strategies are unsuccessful, the customer is transferred to the recoveries team.

The goal of the recoveries function is to collect the total amount outstanding and reduce the loss to the Group by maximising the level of cash recovery while treating customers fairly. A range of treatment options are available within recoveries, including litigation. In UK Retail and Ulster Bank, no repossession procedures are initiated until at least six months following the emergence of arrears. In Ulster Bank, new regulations further prohibit taking legal action for an extended period. Additionally, certain forbearance options are made available to customers within recoveries.

Retail forbearance
 
Within the Group’s retail businesses, forbearance generally occurs when the business, for reasons relating to the actual or potential financial stress of a borrower, grants a permanent or temporary concession to that borrower. Forbearance is granted following an assessment of the customer’s ability to pay. It is granted principally to customers with mortgages. Granting of forbearance to unsecured customers is less extensive.

Identification of forbearance
 
Customers are identified for forbearance treatment following initial contact from the customer, in the event of payment arrears or when the customer is transferred to collections or recoveries.

Types of retail forbearance
 
A number of forbearance options are utilised by the Group’s retail businesses. These include, but are not limited to, payment concessions, capitalisations of arrears over the remaining term of the mortgage, extension to the mortgage term and temporary conversions to interest only.

In payment concession arrangements a temporary reduction in, or elimination of, the periodic (usually monthly) loan repayment is agreed with the customer. At the end of the concessionary period, forborne principal and accrued interest outstanding is scheduled for repayment over an agreed period.

For UK Retail, interest only conversions have not been used as a tool to support customers in financial stress since 2009. Following a change to policy in 2012, switching to interest only is no longer permitted for residential mortgage customers who are up to date on payments. For Ulster Bank, interest only conversions are only offered to customers in financial stress on a temporary basis.

As a result of the economic difficulties in the Republic of Ireland market and responding to regulatory intervention in the Irish mortgage market, Ulster Bank has developed additional treatment options to support customers in overcoming financial difficulties, over an extended period of time.

The principal types of forbearance granted in RBS Citizens’ mortgage portfolio are the US government mandated HAMP (Home Affordable Modification Program) and RBS Citizens’ proprietary modification programme. Both programmes typically feature a combination of term extensions, capitalisations of arrears, temporary interest rate reductions and conversions from interest only to amortising. These tend to be permanent changes to contractual terms. Borrowers seeking a modification must meet government-specified qualifications for HAMP and internal qualifications for RBS Citizens’ modification programme. Both are designed to evidence that the borrower is in financial difficulty as well as demonstrating willingness to pay.

For forbearance loans that are performing, the aim is to enable the customer to continue to service the loan. For forbearance loans classified as non-performing only those for which capitalisation of arrears has been agreed can qualify for return to the performing book. Transfer of such loans takes place currently once the customer has met the revised payment terms for at least six months and is expected to continue to do so.

The mortgage forbearance population is reviewed regularly to ensure that customers are meeting the agreed terms of the arrangement. Key metrics have been developed to record the proportion of customers who fail to meet the agreed terms over time, as well as the proportion of customers who return to a performing state with no arrears.
 
 
* unaudited
 
135

 
Business review Risk and balance sheet management continued


Arrears status and provisions
 
Mortgage arrears information for retail accounts in forbearance and related provision are shown in the tables below.
 
  No missed payments   1-3 months in arrears   >3 months in arrears   Total
   
Balance 
 
Provision 
   
Balance 
 
Provision 
   
Balance 
 
Provision 
   
Balance 
 
Provision 
Forborne 
balances 
  £m  £m    £m  £m    £m  £m    £m  £m 
2012
                       
UK Retail (1,2)
4,006 
20 
 
388 
16 
 
450 
64 
 
4,844 
100 
4.9 
Ulster Bank (1,2)
915 
100 
 
546 
60 
 
527 
194 
 
1,988 
354 
10.4 
RBS Citizens (3)
— 
— 
 
179 
25 
 
160 
10 
 
339 
35 
1.6 
Wealth (4)
38 
— 
 
— 
— 
 
7
— 
 
45 
— 
0.5 
 
4,959 
120 
 
1,113 
101 
 
1,144 
268 
 
7,216 
489 
4.9 

2011
                       
UK Retail (1,2)
3,677 
16 
 
351 
13 
 
407 
59 
 
4,435 
88 
4.7 
Ulster Bank (1,2)
893 
78 
 
516 
45 
 
421 
124 
 
1,830 
247 
9.1 
RBS Citizens (3)
— 
— 
 
91 
10 
 
89 
10 
 
180 
20 
0.8 
Wealth
121 
— 
 
— 
— 
 
— 
 
123 
— 
1.3 
 
4,691 
94 
 
958 
68 
 
919 
193 
 
6,568 
355 
4.4 

Notes:
(1)
Includes all forbearance arrangements whether relating to the customer’s lifestyle changes or financial difficulty.
(2)
Includes the current stock position of forbearance deals agreed since early 2008 for UK Retail and early 2009 for Ulster Bank.
(3)
Forbearance stock reported at 31 December 2012 now includes home equity loans and lines as well as the residential mortgage portfolio.
(4)
SME business within Wealth is now reported within Wholesale forbearance.

Forbearance arrangements
 
The incidence of the main types of retail forbearance as at 31 December 2012 and 31 December 2011 are analysed below. For a small proportion of mortgages, more than one forbearance type applies.
 
 
UK Retail 
Ulster Bank 
RBS Citizens (1) 
Wealth (2) 
Total (3) 
2012
£m 
£m 
£m 
£m 
£m
Interest only conversions - temporary and permanent
1,220 
924 
— 
2,150 
Term extensions - capital repayment and interest only
2,271 
183 
— 
27 
2,481 
Payment concessions
215 
762 
339 
1,325 
Capitalisation of arrears
932 
119 
— 
— 
1,051 
Other
452 
— 
— 
455 
 
5,090 
1,988 
339 
45 
7,462 

2011
         
Interest only conversions - temporary and permanent
1,269 
795 
— 
2,067 
Term extensions - capital repayment and interest only
1,805 
58 
— 
97 
1,960 
Payment concessions
198 
876 
180 
— 
1,254 
Capitalisation of arrears
864 
101 
— 
— 
965 
Other
517 
— 
— 
23 
540 
 
4,653 
1,830 
180 
123 
6,786 

The table below shows forbearance agreed during 2012 analysed between performing and non-performing.
 
 
UK Retail  
Ulster Bank  
RBS Citizens (1)  
Wealth (2)  
Total (3)  
2012
£m  
£m  
£m  
£m  
 
Performing forbearance in the year
1,809 
2,111 
88 
18 
4,026 
Non-performing forbearance in the year
184 
1,009 
71 
1,266 
Total forbearance in the year (4)
1,993 
3,120 
159 
20 
5,292 

Notes:
(1)
Forbearance stock reported at 31 December 2012 now includes home equity loans and lines as well as the residential mortgage portfolio.
(2)
SME business within Wealth is now reported within Wholesale forbearance.
(3)
As an individual case can include more than one type of arrangement, the analysis in the table on forbearance arrangements exceeds the total value of cases subject to forbearance.
(4)
Includes all deals agreed during the year (new customers and renewals) regardless of whether they remain active at the year end.
 
 
 
136

 
Business review Risk and balance sheet management continued
 
 
Early problem identification and problem debt management: Retail customers continued
 
Key points
 
UK Retail
 
·
The reported numbers for forbearance in UK Retail capture all instances where a change has been made to the contractual payment terms including those where the customer is up-to-date on payments and there is no obvious evidence of financial stress. The reported figures include stock dating back to 1 January 2008.

·
At 31 December 2012, stock levels of £4.8 billion represent 4.9% of the total mortgage assets; this represents a 9.2% increase in forbearance stock since 31 December 2011. Of these, approximately 83% were up-to-date with payments (compared with approximately 97% of the mortgage population not subject to forbearance activity). The flow of forbearance arrangements has remained stable year on year.

·
The most frequently occurring forbearance types were term extensions (47% of assets subject to forbearance at 31 December 2012), interest only conversions (25%) and capitalisations of arrears (19%). The stock of cases subject to interest only conversions reflects legacy policy. In 2009, UK Retail ceased providing this type of forbearance treatment for customers in financial difficulty and no longer permits interest only conversions on residential mortgages where the customer is current on payments.

·
The provision cover on performing assets subject to forbearance was about five times that on assets not subject to forbearance.
 
Ulster Bank
 
·
The reported numbers for forbearance in Ulster Bank Group capture all instances where a change has been made to the contractual payment terms including those where the customer is up-to-date on payments and there is no obvious evidence of financial stress. The reported figures include stock dating back to early 2009.

·
Ulster Bank Group continues to assist customers in the difficult economic environment. Mortgage forbearance treatments have been in place since 2009 and are aimed at assisting customers in financial difficulty. At 31 December 2012, 10.4% of total mortgage assets (£1.9 billion) were subject to a forbearance arrangement, an increase from 9.1% (£1.8 billion) at 31 December 2011. The majority of these forbearance arrangements were in the performing book (73%).

·
The majority of forbearance arrangements offered by Ulster Bank currently are temporary concessions, accounting for 85% of assets subject to forbearance at 31 December 2012. These are offered for periods of one to three years and incorporate different levels of repayment based on the customer’s ability to pay. The additional treatment options developed by Ulster Retail will lead to a shift to more long term arrangements over time.

·
Of these temporary forbearance types, the largest category at 31 December 2012 was interest only conversions, which accounted for 46% of total assets subject to forbearance. The other categories of temporary forbearance were payment concessions: reduced repayments (36%); and payment holidays (3%).

·
The flow by forbearance type remained stable when compared with 2011 and there was a modest reduction, 3%, in customers seeking assistance for the first time year on year.

·
The provision cover on performing assets subject to forbearance is approximately eight times higher than that on performing assets not subject to forbearance.
 
 
 
137

 
Business review Risk and balance sheet management continued


Unsecured portfolios
 
For unsecured portfolios in UK Retail and Ulster Bank, forbearance treatments comprise either debt consolidation loans provided to customers subject to collections activity who do not meet the Group’s standard underwriting criteria, longer-term financial hardship plans, or repayment arrangements to facilitate the repayment of overdraft excesses. Additionally, support is provided to customers experiencing financial difficulties through breathing space initiatives on all unsecured products, including credit cards, whereby the Group suspends collections activity for a 30-day period to allow customers to establish a debt repayment plan. Arrears continue to accrue for customer loans benefiting from breathing space.

·
For unsecured portfolios in UK Retail, £162 million of balances (1.1% of the total unsecured balances) were subject to forbearance at 2012 year end.

·
For unsecured portfolios in Ulster Bank, £20 million (3.4% by value) of the population was subject to forbearance at 31 December 2012.

Within RBS Citizens, granting of forbearance is significantly less extensive for non real-estate portfolios, as it is predominantly restricted to the granting of short-term (1-3 months) loan extensions to customers to alleviate the financial burden caused by temporary hardship. Such extensions are offered only if a customer has demonstrated a capacity and willingness to pay following the extension term. The number and frequency of extensions available to a given customer are limited per customer. Additionally, in the case of loans secured by vehicles and credit cards, RBS Citizens may offer temporary interest rate modifications, but no principal reduction. RBS Citizens may also provide forbearance to student loan borrowers consistent with the policy guidelines of the US Office of the Comptroller of the Currency.
 
Provisioning for retail customers
 
Provisions are assessed in accordance with the Group’s provisioning policies.

The majority of retail forbearance takes place in the performing book and, for the purposes of the latent loss provisions, these constitute a separate risk pool. They are subject to higher provisioning rates than the remainder of the performing book. These rates are reviewed regularly in both divisions. Once forbearance is granted, the account continues to be assessed separately for latent provisioning for 24 months (UK Retail only) or until the forbearance period expires. After that point, the account is no longer separately identified for latent provisioning. In the non-performing portfolio, assets are grouped into homogeneous portfolios sharing similar credit characteristics according to the asset type. Further characteristics such as LTVs, arrears status and default vintage are also considered when assessing recoverable amount and calculating the related provision requirement. Whilst non-performing forbearance retail loans do not form a separate risk pool, the LGD models used to calculate the collective impairment provision will be affected by agreements made under forbearance arrangements.

In RBS Citizens, consumer loans subject to forbearance are segmented from the rest of the non-forborne population and assessed individually for impairment loan throughout their lives until the accounts are repaid or fully written-off. The amount of recorded impairment depends upon whether the loan is collateral dependent. If the loans are considered collateral dependent, the excess of the loan’s carrying amount over the fair value of the collateral is the impairment amount. If the loan is not deemed collateral dependent, the excess of the loans’ carrying amount over the present value of expected future cash flows is the impairment amount. Any confirmed losses are charged off immediately.

Impairment loss provision methodology
 
A financial asset or portfolio of financial assets is impaired and an impairment loss incurred if there is objective evidence that an event or events since initial recognition of the asset has adversely affected the amount or timing of future cash flows from the asset.

For retail loans, which are segmented into collective, homogenous portfolios, time-based measures, such as days past due, are typically used as evidence of impairment. For these portfolios, the Group recognises an impairment at 90 days past due.

For corporate portfolios, given their complexity and nature, the Group relies not only on time-based measures, but also on management judgement to identify evidence of impairment. Other factors considered may include: significant financial difficulty of the borrower; a breach of contract; a loan restructuring; a probable bankruptcy; and any observable data indicating a measurable decrease in estimated future cash flows.
 
 
 
138

 
Business review Risk and balance sheet management continued


Early problem identification and problem debt management: Impairment loss provision methodology continued
Depending on various factors as explained below, the Group uses one of the following three different methods to assess the amount of provision required: individual; collective; and latent.

·
Individually assessed provisions - Provisions required for individually significant impaired assets are assessed on a case-by-case basis. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of the estimated future cash flows discounted at the financial asset’s original effective interest rate. Future cash flows are estimated through a case-by-case analysis of individually assessed assets.

 
This assessment takes into account the benefit of any guarantees or other collateral held. The value and timing of cash flow receipts are based on available estimates in conjunction with facts available at that time. Timings and amounts of cash flows are reviewed on subsequent assessment dates, as new information becomes available. The asset continues to be assessed on an individual basis until it is repaid in full, transferred to the performing portfolio or written-off.

·
Collectively assessed provisions - Provisions on impaired credits below an agreed threshold are assessed on a portfolio basis to reflect the homogeneous nature of the assets. The Group segments impaired credits in its collectively assessed portfolios according to asset type, such as credit cards, personal loans, mortgages and smaller homogenous wholesale portfolios, such as business or commercial banking. A further distinction is made between those impaired assets in collections and those in recoveries (refer to Problem debt management on page 131 for a discussion of the collections and recoveries functions).

 
The provision is determined based on a quantitative review of the relevant portfolio, taking account of the level of arrears, the value of any security, historical and projected cash recovery trends over the recovery period. The provision also incorporates any adjustments that may be deemed appropriate given current economic and credit conditions. Such adjustments may be determined based on: a review of the current cash collections profile performance against historical trends; updates to metric inputs, including model recalibrations; and monitoring of operational processes used in managing exposures, including the time taken to process non-performing exposures.

·
Latent loss provisions - A separate approach is taken for provisions held against impairments in the performing portfolio that have been incurred as a result of events occurring before the balance sheet date but which have not been identified at the balance sheet date.

The Group’s methodologies to estimate latent loss provisions reflect:

·
the probability that the performing customer will default - historical loss experience, adjusted, where appropriate, to take into account current economic and credit conditions; and

·
the emergence period, defined as the period between an impairment event occurring and a loan being identified and reported as impaired.

Emergence periods are estimated at a portfolio level and reflect the portfolio product characteristics such as the repayment terms and the duration of the loss mitigation and recovery processes. They are based on internal systems and processes within the particular portfolio and are reviewed regularly.

Refer to pages 183 to 199 for analysis of impaired loans, related provisions and impairments.
 
 
* unaudited
 
139

 
Business review Risk and balance sheet management continued
 
 
Key credit portfolios*
 
Commercial real estate
 
The commercial real estate lending portfolio totalled £63.0 billion at 31 December 2012, an £11.8 billion or 16% decrease over the year and £24.4 billion or 28% decrease in the last two years. The commercial real estate sector comprises exposures to entities involved in the development of, or investment in, commercial and residential properties (including housebuilders). The analysis of lending utilisations below excludes rate risk management and contingent obligations.
 
  2012   2011   2010
By division (1) Investment 
£m 
Development 
£m 
Total 
£m 
 
Investment
£m
Development
£m
Total
£m
 
Investment
£m
Development
£m
Total
£m
Core
                     
UK Corporate
22,504 
4,091 
26,595 
 
25,101
5,023
30,124
 
24,879
5,819
30,698
Ulster Bank
3,575 
729 
4,304 
 
3,882
881
4,763
 
4,284
1,090
5,374
US Retail & Commercial
3,857 
3
3,860 
 
4,235
70
4,305
 
4,322
93
4,415
International Banking
849 
315 
1,164 
 
872
299
1,171
 
940
369
1,309
Markets
630 
57 
687 
 
141
61
202
 
191
275
466
 
31,415 
5,195 
36,610 
 
34,231
6,334
40,565
 
34,616
7,646
42,262
                       
Non-Core
                     
UK Corporate
2,651 
983 
3,634 
 
3,957
2,020
5,977
 
7,591
3,263
10,854
Ulster Bank
3,383 
7,607 
10,990 
 
3,860
8,490
12,350
 
3,854
8,760
12,614
US Retail & Commercial
392 
— 
392 
 
901
28
929
 
1,325
70
1,395
International Banking
11,260 
154 
11,414 
 
14,689
336
15,025
 
19,906
379
20,285
 
17,686 
8,744 
26,430 
 
23,407
10,874
34,281
 
32,676
12,472
45,148
                       
Total
49,101 
13,939 
63,040 
 
57,638
17,208
74,846
 
67,292
20,118
87,410

 
  Investment   Development   Investment   Development
 
By geography (1)
Commercial
£m
Residential
£m
 
Commercial
£m
Residential
£m
Total
£m
 
Core
£m
Non-Core
£m
 
Core
£m
Non-Core
£m
Total
£m
2012
                         
UK (excluding NI) (2)
25,864
5,567
 
839
4,777
37,047
 
23,312
8,119
 
4,184
1,432
37,047
Ireland (ROI and NI) (2)
4,651
989
 
2,234
5,712
13,586
 
2,877
2,763
 
665
7,281
13,586
Western Europe (other)
5,995
370
 
22
33
6,420
 
403
5,962
 
24
31
6,420
US
4,230
981
 
15
5,226
 
4,629
582
 
15
5,226
RoW
454
 
65
242
761
 
194
260
 
307
761
 
41,194
7,907
 
3,160
10,779
63,040
 
31,415
17,686
 
5,195
8,744
63,040

2011
                         
UK (excluding NI) (2)
28,653
6,359
 
1,198
6,511
42,721
 
25,904
9,108
 
5,118
2,591
42,721
Ireland (ROI and NI) (2)
5,146
1,132
 
2,591
6,317
15,186
 
3,157
3,121
 
793
8,115
15,186
Western Europe (other)
7,649
1,048
 
9
52
8,758
 
422
8,275
 
20
41
8,758
US
5,552
1,279
 
59
46
6,936
 
4,521
2,310
 
71
34
6,936
RoW
785
35
 
141
284
1,245
 
227
593
 
332
93
1,245
 
47,785
9,853
 
3,998
13,210
74,846
 
34,231
23,407
 
6,334
10,874
74,846

2010
                         
UK (excluding NI) (2)
32,334
7,255
 
1,520
8,288
49,397
 
26,168
13,421
 
5,997
3,811
49,397
Ireland (ROI and NI) (2)
5,056
1,148
 
2,785
6,578
15,567
 
3,160
3,044
 
962
8,401
15,567
Western Europe (other)
10,568
643
 
25
42
11,278
 
409
10,802
 
25
42
11,278
US
7,345
1,296
 
69
175
8,885
 
4,636
4,005
 
173
71
8,885
RoW
1,622
25
 
138
498
2,283
 
243
1,404
 
489
147
2,283
 
56,925
10,367
 
4,537
15,581
87,410
 
34,616
32,676
 
7,646
12,472
87,410

For the notes to this table refer to the following page.
 
 
* unaudited
 
140

 
Business review Risk and balance sheet management continued

 
Key credit portfolios*: Commercial real estate continued

By sub-sector (1)
UK 
(excl NI) (2)
£m 
Ireland 
(ROI and NI) (2)
£m 
Western 
 Europe 
(other)
£m 
US 
£m 
RoW (2)
£m 
Total 
£m 
2012
           
Residential
10,344 
6,701 
403 
996 
242 
18,686 
Office
6,112 
1,132 
1,851 
99 
176 
9,370 
Retail
7,529 
1,492 
1,450 
117 
129 
10,717 
Industrial
3,550 
476 
143 
39 
4,212 
Mixed/other
9,512 
3,785 
2,573 
4,010 
175 
20,055 
 
37,047 
13,586 
6,420 
5,226 
761 
63,040 

2011
           
Residential
12,870 
7,449 
1,100 
1,325 
319 
23,063 
Office
7,155 
1,354 
2,246 
404 
352 
11,511 
Retail
8,709 
1,641 
1,891 
285 
275 
12,801 
Industrial
4,317 
507 
520 
24 
105 
5,473 
Mixed/other
9,670 
4,235 
3,001 
4,898 
194 
21,998 
 
42,721 
15,186 
8,758 
6,936 
1,245 
74,846 

2010
           
Residential
15,543 
7,726 
685 
1,471 
523 
25,948 
Office
8,539 
1,178 
2,878 
663 
891 
14,149 
Retail
10,607 
1,668 
1,888 
1,025 
479 
15,667 
Industrial
4,912 
515 
711 
80 
106 
6,324 
Mixed/other
9,796 
4,480 
5,116 
5,646 
284 
25,322 
 
49,397 
15,567 
11,278 
8,885 
2,283 
87,410 

Notes:
(1)
Excludes commercial real estate lending in Wealth as these loans are generally supported by personal guarantees in addition to collateral. This portfolio, which totalled £1.4 billion at 31 December 2012 (2011 - £1.3 billion) continues to perform in line with expectations and requires minimal provisions.
(2)
ROI: Republic of Ireland; NI: Northern Ireland; RoW: rest of world.

Key points
 
·
In line with the Group’s strategy, the overall exposure to commercial real estate fell during 2012, across all geographies. The overall mix in terms of geography, sub-sector and investment versus development remained broadly unchanged.

·
Most of the decrease was in Non-Core and was due to repayments, asset sales, and write-offs. The Non-Core portfolio totalled £26.4 billion (42% of the portfolio) at 31 December 2012 (2011 - £34.3 billion or 46% of the portfolio).

·
The growth in Markets was caused by an increase in the inventory of US commercial real estate loans earmarked for securitisation as commercial mortgage-backed securities (CMBS). CMBS warehouse activity is tightly controlled with limits on maximum portfolio size and holding period, and marked-to-market on a daily basis.

·
With the exception of exposure in Spain and Ireland, the Group had minimal commercial real estate exposure in the peripheral eurozone countries. Exposure in Spain was predominantly in the Non-Core portfolio and totalled £1.6 billion (2011 - £2.3 billion), of which 31% (2011 - 55%) was in default. The majority of the portfolio is managed by GRG. The Spanish portfolio has already been subject to material provisions, which are regularly assessed by reference to re-appraised asset values. Asset values vary significantly by type and geographic location. Refer to the Ulster Bank Group (Core and Non-Core) section on page 151 for details on the exposure in Ireland.

·
The UK portfolio is focused on London and the South East at approximately 43% in 2012 (2011 - 44%) with the remainder spread across other UK Regions.

·
Speculative lending, defined by the Group as short-term lending to property developers without sufficient pre-let revenue at origination to support investment financing after practical completion, represented less than 1% of the portfolio at 31 December 2012. The Group’s appetite for originating speculative commercial real estate lending is very limited and any such business requires senior management approval.

·
The commercial real estate sector is expected to remain challenging in key markets and new business will be accommodated from run-off of existing Core exposure. Over £5.5 billion of loans in UK Corporate (Core and Non-Core) have been repaid over the last 12 months whilst the risk profile of the remaining performing book has remained relatively unchanged.
 
 
* unaudited
 
141

 
Business review Risk and balance sheet management continued



   
UK Corporate
   
Ulster Bank
   
US Retail &
Commercial
   
International
Banking
   
Markets
   
Total
 
Maturity profile of portfolio
    £m       £m       £m       £m       £m       £m  
2012
                                               
Core
                                               
< 1 year (1)
    8,639       3,000       797       216       59       12,711  
1-2 years
    3,999       284       801       283       130       5,497  
2-3 years
    3,817       215       667       505             5,204  
> 3 years
    9,597       805       1,595       160       498       12,655  
Not classified (2)
    543                               543  
Total
    26,595       4,304       3,860       1,164       687       36,610  
                                                 
Non-Core
                                               
< 1 year (1)
    2,071       9,498       138       4,628             16,335  
1-2 years
    192       1,240       79       3,714             5,225  
2-3 years
    99       38       43       1,137             1,317  
> 3 years
    1,058       214       132       1,935             3,339  
Not classified (2)
    214                               214  
Total
    3,634       10,990       392       11,414             26,430  
                                                 
2011
                                               
Core
                                               
< 1 year (1)
    8,268       3,030       1,056       142             12,496  
1-2 years
    5,187       391       638       218       60       6,494  
2-3 years
    3,587       117       765       230       133       4,832  
> 3 years
    10,871       1,225       1,846       581       9       14,532  
Not classified (2)
    2,211                               2,211  
Total
    30,124       4,763       4,305       1,171       202       40,565  
                                                 
Non-Core
                                               
< 1 year (1)
    3,224       11,089       293       7,093             21,699  
1-2 years
    508       692       163       3,064             4,427  
2-3 years
    312       177       152       1,738             2,379  
> 3 years
    1,636       392       321       3,126             5,475  
Not classified (2)
    297                   4             301  
Total
    5,977       12,350       929       15,025             34,281  
                                                 
2010
                                               
Core
                                               
< 1 year (1)
    7,563       2,719       1,303       448       442       12,475  
1-2 years
    5,154       829       766       223       24       6,996  
2-3 years
    4,698       541       751       221             6,211  
> 3 years
    10,361       1,285       1,595       417             13,658  
Not classified (2)
    2,922                               2,922  
Total
    30,698       5,374       4,415       1,309       466       42,262  
                                                 
Non-Core
                                               
< 1 year (1)
    4,829       10,809       501       3,887             20,026  
1-2 years
    1,727       983       109       6,178             8,997  
2-3 years
    831       128       218       3,967             5,144  
> 3 years
    2,904       694       567       6,253             10,418  
Not classified (2)
    563                               563  
Total
    10,854       12,614       1,395       20,285             45,148  

Notes:
(1)
Includes on demand and past due assets.
(2)
Predominantly comprises overdrafts and multi-option facilities for which there is no single maturity date.
 
 
* unaudited
 
142

 
Business review Risk and balance sheet management continued

 
Key credit portfolios*: Commercial real estate continued
Key points
 
·
The overall maturity profile has remained relatively unchanged over the last 12 months.

·
Non-Core exposure maturing in under 1 year has reduced from £21.7 billion in 2011 to £16.3 billion in 2012.

·
The majority of Ulster Bank’s commercial real estate portfolio was categorised as under 1 year, owing to the high level of non-performing assets in the portfolio as Ulster Bank includes most renegotiated facilities as on demand.

·
Refinancing risk remains a focus of management attention and is assessed throughout the credit risk management lifecycle.

 
   
AQ1-AQ2
   
AQ3-AQ4
   
AQ5-AQ6
   
AQ7-AQ8
   
AQ9
   
AQ10
   
Total
 
Portfolio by asset quality (AQ) band
    £m       £m       £m       £m       £m       £m       £m  
2012
                                                       
Core
    767       6,011       16,592       6,575       1,283       5,382       36,610  
Non-Core
    177       578       3,680       3,200       1,029       17,766       26,430  
      944       6,589       20,272       9,775       2,312       23,148       63,040  
                                                         
2011
                                                       
Core
    1,094       6,714       19,054       6,254       3,111       4,338       40,565  
Non-Core
    680       1,287       5,951       3,893       2,385       20,085       34,281  
      1,774       8,001       25,005       10,147       5,496       24,423       74,846  
                                                         
2010
                                                       
Core
    1,055       7,087       20,588       7,829       2,171       3,532       42,262  
Non-Core
    1,003       2,694       11,249       7,608       4,105       18,489       45,148  
      2,058       9,781       31,837       15,437       6,276       22,021       87,410  

Key points
 
·
There has been an overall decrease in AQ10 during the year with reductions in Non-Core partially offset by increases in Ulster Bank and UK Corporate. The increase in defaulted exposure in UK Corporate is a result of a small number of significant individual cases. The high proportion of the portfolio in the AQ10 band was driven by exposures in Non-Core (Ulster Bank and International Banking) and Core (Ulster Bank).

·
Of the total portfolio of £63.0 billion at 31 December 2012, £28.1 billion (2011 - £34.7 billion) was managed within the Group’s standard credit processes and £5.1 billion (2011 - £5.9 billion) was receiving varying degrees of heightened credit management under the Group’s Watchlist process. A further £29.8 billion (2011 - £34.3 billion) was managed within GRG and included Watchlist and non-performing exposures. The decrease in the portfolio managed by GRG was driven by Non-Core reductions.
 
 
* unaudited
 
143

 
Business review Risk and balance sheet management continued


The table below analyses commercial real estate (Core and Non-Core) lending by loan-to-value (LTV) which represents loan value before provisions. Due to market conditions in Ireland and to a lesser extent in the UK, there is a shortage of market-based data. In the absence of external valuations, the Group deploys a range of alternative approaches to assess property values, including internal expert judgement and indexation.

   
Ulster Bank
   
Rest of the Group
   
Group
 
Loan-to-value
 
Performing
£m
   
Non-performing
£m
   
Total 
£m
   
Performing
£m
   
Non-performing
£m
   
Total 
£m
   
Performing
£m
   
Non-performing
£m
   
Total
£m
 
2012
                                                     
<= 50%
    183       24       207       7,210       281       7,491       7,393       305       7,698  
> 50% and <= 70%
    326       102       428       12,161       996       13,157       12,487       1,098       13,585  
> 70% and <= 90%
    462       250       712       6,438       1,042       7,480       6,900       1,292       8,192  
> 90% and <= 100%
    466       141       607       1,542       2,145       3,687       2,008       2,286       4,294  
> 100% and <= 110%
    103       596       699       1,019       1,449       2,468       1,122       2,045       3,167  
> 110% and <= 130%
    326       630       956       901       1,069       1,970       1,227       1,699       2,926  
> 130% and <= 150%
    274       878       1,152       322       913       1,235       596       1,791       2,387  
> 150%
    963       7,290       8,253       595       1,962       2,557       1,558       9,252       10,810  
Total with LTVs
    3,103       9,911       13,014       30,188       9,857       40,045       33,291       19,768       53,059  
Minimal security (1)
    7       1,461       1,468       3       13       16       10       1,474       1,484  
Other (2)
    97       715       812       6,494       1,191       7,685       6,591       1,906       8,497  
Total
    3,207       12,087       15,294       36,685       11,061       47,746       39,892       23,148       63,040  
                                                                         
Total portfolio average LTV (3)
    131%       286%       249%       65%       125%       80%       71%       206%       122%  

2011
                                                     
<= 50%
    272       32       304       7,091       332       7,423       7,363       364       7,727  
> 50% and <= 70%
    479       127       606       14,105       984       15,089       14,584       1,111       15,695  
> 70% and <= 90%
    808       332       1,140       10,042       1,191       11,233       10,850       1,523       12,373  
> 90% and <= 100%
    438       201       639       2,616       1,679       4,295       3,054       1,880       4,934  
> 100% and <= 110%
    474       390       864       1,524       1,928       3,452       1,998       2,318       4,316  
> 110% and <= 130%
    527       1,101       1,628       698       1,039       1,737       1,225       2,140       3,365  
> 130% and <= 150%
    506       1,066       1,572       239       912       1,151       745       1,978       2,723  
> 150%
    912       7,472       8,384       433       2,082       2,515       1,345       9,554       10,899  
Total with LTVs
    4,416       10,721       15,137       36,748       10,147       46,895       41,164       20,868       62,032  
Minimal security (1)
    72       1,086       1,158                         72       1,086       1,158  
Other (2)
    193       625       818       8,994       1,844       10,838       9,187       2,469       11,656  
Total
    4,681       12,432       17,113       45,742       11,991       57,733       50,423       24,423       74,846  
                                                                         
Total portfolio average LTV (3)
    120%       264%       222%       69%       129%       82%       75%       203%       116%  

Notes:
(1)
In 2012, the Group reclassified loans with limited or non-physical security (defined as LTV>1,000%) as minimal security, for which a majority are commercial real estate development loans in Ulster Bank. Total portfolio average LTV is quoted net of loans with minimal security given that the anticipated recovery rate is less than 10%. Provisions are marked against these loans where required to reflect asset quality and recovery profile. 2011 presentation has been revised.
(2)
Other performing loans of £6.6 billion (2011 - £9.2 billion) include general corporate lending, typically unsecured, to commercial real estate companies, and major UK housebuilders. The credit quality of these exposures is consistent with that of the performing portfolio overall. Other non-performing loans of £1.9 billion (2011 - £2.5 billion) are subject to the Group’s standard provisioning policies.
(3)
Weighted average by exposure.

Key points
 
·
81% of the commercial real estate portfolio categorised as LTV > 100% was in Ulster Bank Group (Core - 15%; Non-Core - 43%) and International Banking (Non-Core - 23%). A majority of the portfolios are managed within GRG and are subject to review at least quarterly. Significant levels of provisions have been taken against these portfolios. Provisions as a percentage of REIL for the Ulster Bank Group commercial real estate portfolio were 58% at 31 December 2012 (2011 - 53%).

·
The average interest coverage ratios for UK Corporate (Core and Non-Core) and International Banking (Non-Core) were 2.96x and 1.30x respectively, at 31 December 2012 (2011 - 2.71x and 1.25x, respectively). The US Retail & Commercial portfolio is managed on the basis of debt service coverage, which includes scheduled principal amortisation. The average debt service coverage for this portfolio was 1.34x at 31 December 2012 (2011 - 1.24x). As a number of different approaches are used within the Group and across geographies to calculate interest coverage ratios, they may not be comparable for different portfolio types and organisations.
 
 
 
144

 
Business review Risk and balance sheet management continued


Key credit portfolios* continued
Residential mortgages
 
The majority of the Group’s secured lending exposures were in the UK, Ireland and the US. The analysis below includes both Core and Non-Core.

   
2012
   
2011
   
2010
 
      £m       £m       £m  
UK Retail
    99,062       96,388       92,592  
Ulster Bank
    19,162       20,020       21,162  
RBS Citizens (1)
    21,538       24,153       25,028  
      139,762       140,561       138,782  

Note:
(1)
2011 and 2010 have been revised to include the legacy serviced by others portfolio.

The table below shows LTVs for the Group’s residential mortgage portfolio split between performing (AQ1-AQ9) and non-performing (AQ10), with the average calculated on a weighted value basis. Loan balances are as at the end of the year whereas property values are calculated using property index movements since the last formal valuation (refer to page 129 for details).

   
UK Retail
   
Ulster Bank
   
RBS Citizens (1)
 
Loan-to-value
 
Performing
£m
   
Non-performing 
 £m
   
Total 
£m
   
Performing 
£m
   
Non-performing 
£m
   
Total 
£m
   
Performing 
£m
   
Non-performing 
 £m
   
Total 
£m
 
2012
                                                     
<= 50%
    22,306       327       22,633       2,182       274       2,456       4,167       51       4,218  
> 50% and <= 70%
    27,408       457       27,865       1,635       197       1,832       4,806       76       4,882  
> 70% and <= 90%
    34,002       767       34,769       2,019       294       2,313       6,461       114       6,575  
> 90% and <= 100%
    7,073       366       7,439       1,119       156       1,275       2,011       57       2,068  
> 100% and <= 110%
    3,301       290       3,591       1,239       174       1,413       1,280       43       1,323  
> 110% and <= 130%
    1,919       239       2,158       2,412       397       2,809       1,263       42       1,305  
> 130% and <= 150%
    83       26       109       2,144       474       2,618       463       14       477  
> 150%
                      3,156       1,290       4,446       365       14       379  
Total with LTVs
    96,092       2,472       98,564       15,906       3,256       19,162       20,816       411       21,227  
Other (2)
    486       12       498                         292       19       311  
Total
    96,578       2,484       99,062       15,906       3,256       19,162       21,108       430       21,538  
                                                                         
Total portfolio average LTV (3)
    66%       80%       67%       108%       132%       112%       75%       86%       75%  
                                                                         
Average LTV on new originations during the year
           65%                       74%                       64%  
                                                                         
2011
                                                                       
<= 50%
    21,537       285       21,822       2,568       222       2,790       4,745       49       4,794  
> 50% and <= 70%
    25,598       390       25,988       1,877       157       2,034       4,713       78       4,791  
> 70% and <= 90%
    33,738       671       34,409       2,280       223       2,503       6,893       125       7,018  
> 90% and <= 100%
    7,365       343       7,708       1,377       128       1,505       2,352       66       2,418  
> 100% and <= 110%
    3,817       276       4,093       1,462       130       1,592       1,517       53       1,570  
> 110% and <= 130%
    1,514       199       1,713       2,752       322       3,074       1,536       53       1,589  
> 130% and <= 150%
    60       15       75       2,607       369       2,976       626       28       654  
> 150%
                      2,798       748       3,546       588       27       615  
Total with LTVs
    93,629       2,179       95,808       17,721       2,299       20,020       22,970       479       23,449  
Other (2)
    567       13       580                         681       23       704  
Total
    94,196       2,192       96,388       17,721       2,299       20,020       23,651       502       24,153  
                                                                         
Total portfolio average LTV (3)
    67%       80%       67%       104%       125%       106%       76%       91%       77%  
                                                                         
Average LTV on new originations during the year
                    63%                       74%                       63%  

For the notes to this table refer to the following page.
 
 
* unaudited
 
145

 
Business review Risk and balance sheet management continued

 
 
 
UK Retail
 
Ulster Bank
 
RBS Citizens (1)
2010
Performing 
£m 
Non-performing 
 £m 
Total 
£m 
 
Performing 
£m 
Non-performing 
£m 
Total 
£m 
 
Performing 
£m 
Non-performing 
 £m 
Total 
£m 
<= 50%
19,568 
246 
19,814 
 
3,385 
186 
3,571 
 
5,193 
45 
5,238 
> 50% and <= 70%
24,363 
345 
24,708 
 
2,534 
152 
2,686 
 
4,902 
79 
4,981 
> 70% and <= 90%
31,711 
588 
32,299 
 
3,113 
179 
3,292 
 
7,029 
137 
7,166 
> 90% and <= 100%
7,998 
319 
8,317 
 
1,958 
121 
2,079 
 
2,459 
67 
2,526 
> 100% and <= 110%
4,083 
260 
4,343 
 
2,049 
137 
2,186 
 
1,534 
53 
1,587 
> 110% and <= 130%
1,722 
202 
1,924 
 
4,033 
358 
4,391 
 
1,425 
61 
1,486 
> 130% and <= 150%
57 
16 
73 
 
2,174 
297 
2,471 
 
599 
28 
627 
> 150%
— 
— 
— 
 
355 
131 
486 
 
589 
36 
625 
Total with LTVs
89,502 
1,976 
91,478 
 
19,601 
1,561 
21,162 
 
23,730 
506 
24,236 
Other (2)
1,090 
24 
1,114 
 
— 
— 
— 
 
762 
30 
792 
Total
90,592 
2,000 
92,592 
 
19,601 
1,561 
21,162 
 
24,492 
536 
25,028 
                       
Total portfolio average LTV (3)
68% 
81% 
68% 
 
91% 
106% 
92% 
 
75% 
94% 
76% 
                       
Average LTV on new originations during the year
68% 
 
79% 
 
66% 

Notes:
(1)
Includes residential mortgages and home equity loans and lines (refer to page 147 for a breakdown of balances).
(2)
Where no indexed LTV is held.
(3)
Average LTV weighted by value is arrived at by calculating the LTV on each individual mortgage and applying a weighting based on the value of each mortgage.
(4)
Excludes mortgage lending in Wealth. This portfolio totalled £8.8 billion (2011 - £8.3 billion; 2010 - £7.8 billion) and continues to perform in line with expectations with minimal provision of £248 million.

Key points
 
UK Retail
 
·
The UK Retail mortgage portfolio totalled approximately £99.1 billion at 31 December 2012, an increase of 2.8% from 31 December 2011.

·
The assets are prime mortgages and include £7.9 billion, 8% (2011 - £6.9 billion) of residential buy-to-let lending. There is a small legacy portfolio of self-certified mortgages (0.2% of the total mortgage portfolio). Self-certified mortgages were withdrawn in 2004. The interest rate product mix is approximately one third fixed rate with the remainder on variable rate products including those on managed rates.

·
UK Retail’s mortgage business is subject to prudent underwriting standards. These include an affordability test using a stressed interest rate, credit scoring with different pass marks depending on LTV as well as a range of specific criteria, for example, LTV thresholds. Changes over the last few years include: a reduction in maximum LTV for prime residential mortgage lending from 100% to 95% in the first quarter of 2008 and from 95% to 90% in the third quarter of 2008 and a tightening of credit scoring pass marks: credit score thresholds were increased in the third quarter of 2009 and again in the third quarter of 2010. In the first quarter of 2011, new scorecards were introduced alongside a further tightening of thresholds, these were tightened still further in the second quarter of 2012.

·
Gross new mortgage lending remained strong at £14 billion. The average of individual LTV on new originations was 65.2% weighted by value of lending (2011 - 63.0%) and 61.3% by volume (2011 - 58.4%). The ratio of total lending to total property valuations was 56.3% (2011 - 52.9%). Average LTV by volume is arrived at by calculating the LTV on each individual mortgage with no weighting applied in the calculation of the average. The ratio approach is the sum of all lending divided by the value of all properties held as security against the lending.

·
The maximum LTV available to new customers remains at 90%, except for those buying properties under the government-sponsored, and indemnity backed, new build schemes that were launched during the year, where the maximum LTV is 95%. These schemes aim to support the mortgage market, particularly first time buyers, and completions under the scheme totalled £35 million during the year.

·
Based on the Halifax Price Index at September 2012, the portfolio average indexed LTV by weighted value of debt outstanding was 66.8% (2011 - 67.2%) and 58.1% by volume (2011 - 57.8%). The ratio of total outstanding balances to total indexed property valuations is 48.5% (2011 - 48.4%).

·
The arrears rate (more than three payments in arrears, excluding repossessions and shortfalls post property sale) improved marginally to 1.5% at 31 December 2012 from 1.6% at 31 December 2011. The number of properties repossessed in 2012 was 1,426 compared with 1,671 in 2011. Arrears rates remain sensitive to economic developments and are currently benefiting from the low interest rate environment.

·
The mortgage impairment charge was £92 million for 2012 compared with £182 million in 2011 primarily due to lower loss rate adjustments on the non-performing back book, and a stable underlying rate of defaults.

·
25.6% of the residential owner occupied UK Retail mortgage book is on interest only terms down from 27.3% in 2011. A further 9.1% are on mixed repayments split between a combination of interest only and capital repayments (2011 - 9.6%). UK Retail withdrew interest only repayment products from sale to residential owner occupied customers with effect from 1 December 2012. Interest only repayment remains an option on buy-to-let mortgages. At 1.6%, the percentage of accounts more than 3 payments in arrears was similar to the 1.4% observed on capital repayment mortgages.
 
 
 
146

 
Business review Risk and balance sheet management continued
 

Key credit portfolios*: Residential mortgages: Key points continued
Ulster Bank
 
·
Ulster Bank’s residential mortgage portfolio totalled £19.2 billion at 31 December 2012, with 88% in the Republic of Ireland and 12% in Northern Ireland. At constant exchange rates, the portfolio decreased 2% from 31 December 2011 as a result of natural amortisation and limited growth due to low market demand.

·
The assets include £2.3 billion of exposure (12%) of residential buy-to-let loans. The interest rate product mix is approximately 91% on a variable rate product (including tracker products) and 9% on a fixed rate.

·
16% of the total portfolio is on interest only which reflects legacy policy and is no longer available to residential mortgage customers on a permanent basis. Interest only is permitted on a temporary basis under the suite of forbearance treatments available within Ulster Bank (refer to page 137 for further information). Interest only repayment remains an option for private customers within Northern Ireland on an exception basis.

·
Average LTVs increased from 31 December 2011 to 31 December 2012, on a value basis, as a result of decreases in the Central Statistics Office house price index (4%) impacting the Ulster Bank portfolio. The average of individual LTV on new originations was stable in 2012 at 74% (weighted by value of lending) and 69.4% by volume (2011 - 67.3%). The volume of business remains very low. The maximum LTV available to Ulster Bank customers is 90% with the exception of a specific Northern Ireland scheme which permits LTVs of up to 95%, in which Ulster Bank’s exposure is capped at 85% LTV.

·
Refer to the Ulster Bank Group (Core and Non-Core) section on page 151 for commentary on mortgage REIL and repossessions.

RBS Citizens
 
·
RBS Citizens’ mortgage portfolio totalled £21.5 billion at 31 December 2012, a reduction of 11% from 2011 (£24.2 billion). The Core business comprises 89% of the portfolio.

·
The portfolio comprises £6.2 billion (Core - £5.8 billion; Non-Core - £0.4 billion) of residential mortgages, of which 1% are in second lien position. There is also £15.3 billion (Core - £13.3 billion; Non-Core - £2.0 billion) of home equity loans and lines. Home equity Core consists of 47% in first lien position while Non-Core consists of 95% in second lien position.

·
RBS Citizens’ lending originates predominantly in the ‘footprint states’ of New England, Mid Atlantic and Mid West regions. At 31 December 2012, £17.9 billion (83% of the total portfolio) was within footprint.

·
The Non-Core portfolio comprises 11% of the mortgage portfolio with the serviced by others (SBO) portfolio being the largest component (75%). The SBO portfolio consists of purchased pools of home equity loans and lines. The full year charge-off rate was 7.4% for 2012 (excluding one-time events, the charge-off rate was 6.8%), which represents a year-on-year improvement (2011 - 8.6%). It is characterised by out-of-footprint geographies, high (95%) second lien concentration, and high LTV exposure (111% weighted average LTV at 31 December 2012). The SBO book has been closed to new purchases since the third quarter of 2007 and is in run-off, with exposure down from £2.3 billion at 31 December 2011 to £1.8 billion at 31 December 2012. The arrears rate of the SBO portfolio has decreased from 2.3% at 31 December 2011 to 1.9% at 31 December 2012 due primarily to portfolio liquidation (highest risk borrowers have been charged-off), as well as more effective account servicing and collections.

·
The current weighted average LTV of the mortgage portfolio decreased from 77% at 31 December 2011 to 75% at 31 December 2012, driven by increases in the Case-Shiller home price index from the third quarter of 2011 to the third quarter of 2012. The current weighted average LTV of the mortgage portfolio, excluding SBO, is 71%.

 
* unaudited
 
147

 
Business review Risk and balance sheet management continued


Personal lending
 
The Group’s personal lending portfolio includes credit cards, unsecured loans, auto finance and overdrafts. The majority of personal lending exposures exist in the UK and the US. Impairment charge as a proportion of average loans and receivables are shown in the following table.
 
 
2012
 
2011
 
2010
 
Average 
loans and 
receivables 
£m 
Impairment 
charge as a % 
of average 
loans and 
receivables 
 
Average
loans and receivables
£m
Impairment
charge as a %
of average
loans and
receivables
%
 
Average
loans and receivables
£m
Impairment
charge as a %
of average
loans and
 receivables
%
UK Retail cards (1)
5,624 
2.3 
 
5,675
3.0
 
6,025
5.0
UK Retail loans (1)
6,513 
2.5 
 
7,755
2.8
 
9,863
4.8
                 
                 
RBS Citizens cards (2)
916 
3.8 
 
936
5.1
 
1,005
9.9
RBS Citizens auto loans (2)
5,289 
0.1 
 
4,856
0.2
 
5,256
0.6
 
 
Notes:
(1)
The ratio for UK Retail assets refers to the impairment charge for the year.
(2)
The ratio for RBS Citizens refers to the impairment charge in the year, net of recoveries realised in the year.

Key points
 
UK Retail
 
·
The UK personal lending portfolio, comprises credit cards, unsecured loans and overdrafts, and totalled £14.7 billion at 31 December 2012 (2011 - £16.0 billion).

·
The decrease in portfolio size of 8.1% was driven by continued subdued loan recruitment activity and a continuing general market trend of customers repaying unsecured debt.

·
The impairment charge on unsecured lending was £440 million for the year, down 24% on 2011, reflecting the continued benefit of risk appetite tightening in prior years, lower unsecured balances and also the investment in collections and recoveries capability. UK Retail continues to support customers experiencing financial difficulties including the provision of ‘breathing space’, refer to the disclosures on forbearance on page 137 for more information. Impairments remain sensitive to the external environment, including unemployment levels and interest rates.

·
Industry benchmarks for cards arrears remain stable, with the Group continuing to perform favourably.

RBS Citizens
 
·
RBS Citizens' credit card portfolio totalled £948 million at 31 December 2012 (2011 - £968 million). RBS Citizens' credit card business lends predominantly within the Bank's 12 state footprint and has traditionally adopted conservative risk strategies. Given the external climate, tighter lending criteria has been introduced leading to an improvement in credit quality. The portfolio's quarterly annualised loss performance in the third quarter of 2012 was 3.4% and ranked seventh out of 20 large and regional banks tracked.

·
RBS Citizens' auto loan portfolio totalled £5.4 billion at 31 December 2012 (2011 - £4.8 billion). The auto loan business originates secured loans through a closely managed network of dealerships mainly located in the bank’s footprint. The portfolio continues to possess strong credit risk fundamentals. The business purchased a £608 million auto loan portfolio from a large financial institution in the first quarter of 2012 that possessed a comparable credit and collateral profile. The acquired portfolio continues to outperform its delinquency and loss forecast. The portfolio's quarterly annualised loss performance in the third quarter of 2012 was 0.18% and continues to perform favourable against industry.
 

 
 
148

 
Business review Risk and balance sheet management continued


Key credit portfolios* continued
Ulster Bank Group (Core and Non-Core)
 
Overview
 
At 31 December 2012, Ulster Bank Group accounted for 10% of the Group’s total gross loans to customers (2011 and 2010 - 10%) and 8% of the Group’s Core gross loans to customers (2011 - 8%; 2010 - 9%). Ulster Bank’s financial performance continues to be overshadowed by the challenging economic climate in Ireland, with impairments remaining elevated as high unemployment, coupled with higher taxation and limited liquidity in the economy, continues to depress the property market and domestic spending.

The impairment charge of £2,340 million for 2012 (2011 - £3,717 million; 2010 - £3,843 million) was driven by a combination of new defaulting customers and higher provisions on existing defaulted cases due primarily to deteriorating security values. Provisions as a percentage of risk elements in lending increased from 53% in 2011, to 57% in 2012, predominantly as a result of the deterioration in the value of the Non-Core commercial real estate development portfolio. Ulster Bank impairment provisions take into account recovery strategies for its commercial real estate portfolio, as currently there is very limited liquidity in Irish commercial and development property.

Core
 
The impairment charge for the year of £1,364 million (2011 - £1,384 million; 2010 - £1,161 million) reflects the difficult economic climate in Ireland, with elevated default levels across both mortgage and other corporate portfolios. The mortgage sector accounted for £646 million (47%) of the total 2012 impairment charge.

Non-Core
 
The impairment charge for the year was £976 million, a decrease of £1,357 million (2011 - £2,333 million; 2010 - £2,682 million), with the commercial real estate sector accounting for £899 million (92%) of the total 2012 impairment charge.

                     
Credit metrics
             
Sector analysis  
Gross 
loans
   
REIL
   
Provisions
   
REIL 
as a % of 
gross loans
   
Provisions 
as a % of 
REIL
   
Provisions 
as a % of 
gross loans
   
Impairment 
charge
   
Amounts 
written-off
 
      £m       £m       £m    
%
   
%
   
%
      £m       £m  
2012
                                                         
Core
                                                         
Mortgages
    19,162       3,147       1,525       16.4       48       8.0       646       22  
Commercial real estate
                                                               
  - investment
    3,575       1,551       593       43.4       38       16.6       221        
  - development
    729       369       197       50.6       53       27.0       55       2  
Other corporate
    7,772       2,259       1,394       29.1       62       17.9       389       15  
Other lending
    1,414       207       201       14.6       97       14.2       53       33  
      32,652       7,533       3,910       23.1       52       12.0       1,364       72  
                                                                 
Non-Core
                                                               
Commercial real estate
                                                               
  - investment
    3,383       2,800       1,433       82.8       51       42.4       288       15  
  - development
    7,607       7,286       4,720       95.8       65       62.0       611       103  
Other corporate
    1,570       1,230       711       78.3       58       45.3       77       23  
      12,560       11,316       6,864       90.1       61       54.6       976       141  
                                                                 
Ulster Bank Group
                                                               
Mortgages
    19,162       3,147       1,525       16.4       48       8.0       646       22  
Commercial real estate
                                                               
  - investment
    6,958       4,351       2,026       62.5       47       29.1       509       15  
  - development
    8,336       7,655       4,917       91.8       64       59.0       666       105  
Other corporate
    9,342       3,489       2,105       37.3       60       22.5       466       38  
Other lending
    1,414       207       201       14.6       97       14.2       53       33  
      45,212       18,849       10,774       41.7       57       23.8       2,340       213  

 
* unaudited
 
149

 
Business review Risk and balance sheet management continued

 
                     
Credit metrics
             
Sector analysis  
Gross 
loans
   
REIL
   
Provisions
   
REIL 
as a % of 
gross loans
   
Provisions 
as a % of 
REIL
   
Provisions 
as a % of 
gross loans
   
Impairment 
charge
   
Amounts 
written-off
 
      £m       £m       £m    
%
   
%
   
%
      £m       £m  
2011
                                                         
Core
                                                         
Mortgages
    20,020       2,184       945       10.9       43       4.7       570       11  
Commercial real estate
                                                               
  - investment
    3,882       1,014       413       26.1       41       10.6       225        
  - development
    881       290       145       32.9       50       16.5       99       16  
Other corporate
    7,736       1,834       1,062       23.7       58       13.7       434       72  
Other lending
    1,533       201       184       13.1       92       12.0       56       25  
      34,052       5,523       2,749       16.2       50       8.1       1,384       124  
                                                                 
Non-Core
                                                               
Commercial real estate
                                                               
  - investment
    3,860       2,916       1,364       75.5       47       35.3       609       1  
  - development
    8,490       7,536       4,295       88.8       57       50.6       1,551       32  
Other corporate
    1,630       1,159       642       71.1       55       39.4       173       16  
      13,980       11,611       6,301       83.1       54       45.1       2,333       49  
                                                                 
Ulster Bank Group
                                                               
Mortgages
    20,020       2,184       945       10.9       43       4.7       570       11  
Commercial real estate
                                                               
  - investment
    7,742       3,930       1,777       50.8       45       23.0       834       1  
  - development
    9,371       7,826       4,440       83.5       57       47.4       1,650       48  
Other corporate
    9,366       2,993       1,704       32.0       57       18.2       607       88  
Other lending
    1,533       201       184       13.1       92       12.0       56       25  
      48,032       17,134       9,050       35.7       53       18.8       3,717       173  

 
2010
                                               
Core
                                               
Mortgages
    21,162       1,566       439       7.4       28       2.1       294       7  
Commercial real estate
                                                               
  - investment
    4,284       598       332       14.0       56       7.7       259        
  - development
    1,090       65       37       6.0       57       3.4       116        
Other corporate
    9,039       1,205       667       13.3       55       7.4       444       11  
Other lending
    1,282       185       158       14.4       85       12.3       48       30  
      36,857       3,619       1,633       9.8       45       4.4       1,161       48  
                                                                 
Non-Core
                                                               
Mortgages
                                        42        
Commercial real estate
                                                               
  - investment
    3,854       2,391       1,000       62.0       42       25.9       630        
  - development
    8,760       6,341       2,783       72.4       44       31.8       1,759        
Other corporate
    1,970       1,310       561       66.5       43       28.5       251        
      14,584       10,042       4,344       68.9       43       29.8       2,682        
                                                                 
Ulster Bank Group
                                                               
Mortgages
    21,162       1,566       439       7.4       28       2.1       336       7  
Commercial real estate
                                                               
  - investment
    8,138       2,989       1,332       36.7       45       16.4       889        
  - development
    9,850       6,406       2,820       65.0       44       28.6       1,875        
Other corporate
    11,009       2,515       1,228       22.8       49       11.2       695       11  
Other lending
    1,282       185       158       14.4       85       12.3       48       30  
      51,441       13,661       5,977       26.6       44       11.6       3,843       48  
 
 
* unaudited
 
150

 
Business review Risk and balance sheet management continued
 
 
Key credit portfolios*: Ulster Bank Group (Core and Non-Core) continued
Key points
 
·
Core REIL increased by £2.0 billion during the year, which reflects continued difficult conditions in both the commercial and residential property sectors in Ireland.

·
Core mortgage REIL accounted for £1.0 billion of the overall increase, the trend reflecting continued deterioration of macroeconomic factors. However, the number of properties repossessed in 2012 was 127 (81 on a voluntary basis) compared with 161 (123 on a voluntary basis) in 2011.

·
Core corporate REIL accounted for £1.0 billion of the overall increase, the movement driven by a small number of renegotiated arrangements for higher value real estate customers.

·
Core coverage increased from 50% to 52% as a result of additional impairment charges on the non-performing book due to further deterioration in collateral values. Core coverage is diluted due to the increased REIL relating to corporate renegotiations with lower provision requirements. Adjusting for these cases Core coverage would be 56%.

·
Non-Core REIL decreased by £0.3 billion reflecting lower defaults as well as recoveries and write-offs of £0.2 billion.

·
At 31 December 2012, 60% of REIL was in Non-Core (2011 - 68%). The majority of the Non-Core commercial real estate development portfolio is non-performing with provision coverage of 65%.

Geographical analysis
 
Commercial real estate
 
The commercial real estate lending portfolio for Ulster Bank Group (Core and Non-Core) totalled £15.3 billion at 31 December 2012, of which £11.0 billion or 72% was in Non-Core. The geographic split of the total Ulster Bank Group commercial real estate portfolio, based on the location of the underlying security, remained similar to 2011, with 63% in the Republic of Ireland, 26% in Northern Ireland and 11% in the UK (excluding Northern Ireland).

   
Investment
   
Development
       
Exposure by geography
 
Commercial 
£m
   
Residential 
£m
   
Commercial 
£m
   
Residential 
£m
   
Total 
£m
 
2012
                             
ROI
    3,546       779       1,603       3,653       9,581  
NI
    1,083       210       631       2,059       3,983  
UK (excluding NI)
    1,239       86       82       290       1,697  
RoW
    14       1       8       10       33  
      5,882       1,076       2,324       6,012       15,294  
                                         
2011
                                       
ROI
    3,775       853       1,911       4,095       10,634  
NI
    1,322       279       680       2,222       4,503  
UK (excluding NI)
    1,371       111       95       336       1,913  
RoW
    27       4             32       63  
      6,495       1,247       2,686       6,685       17,113  
                                         
2010
                                       
Ireland (ROI and NI)
    5,032       1,098       2,785       6,578       15,493  
UK (excluding NI)
    1,869       115       110       359       2,453  
RoW
    23       1             18       42  
      6,924       1,214       2,895       6,955       17,988  
 
 
* unaudited
 
151

 
Business review Risk and balance sheet management continued


Key points
 
·
Commercial real estate continues to be the primary sector driving the Ulster Bank Group non-performing loan book. A reduction over the year of £1.8 billion primarily reflects Ulster Bank’s continuing strategy to reduce concentration risk to this sector.

·
The outlook for the property sector remains challenging. While there may be some signs of stabilisation in main urban centres, the outlook continues to be negative for secondary property locations on the island of Ireland.
 
· 
During the year, Ulster Bank experienced further migration of commercial real estate exposures to its problem management framework, where various measures may be agreed to assist customers whose loans are performing but who are experiencing temporary financial difficulties. For further details on Wholesale renegotiations refer to page 132.


Residential mortgages
 
The mortgage lending portfolio analysis by country of location of the underlying security is set out below.
 
   
2012
   
2011
 
      £m       £m  
ROI
    16,873       17,767  
NI
    2,289       2,253  
      19,162       20,020  
 

 
 
152

 

 
 
Balance sheet analysis
154
Financial assets
154
  - Exposure summary
155
  - Sector and geographic concentration
164
Asset quality
168
Debt securities
168
  IFRS measurement classification and issuer
169
  Ratings
172
  - Asset-backed securities
172
      Introduction
173
      Product, geography and IFRS measurement classification
176
      Ratings
177
Equity shares
179
Derivatives
179
  Summary
180
Credit derivatives
181
  Monoline insurers
182
  Credit derivative product companies (CDPCs)
183
REIL, provisions and AFS reserves
183
  Divisional analysis
185
  Sector and geographical regional analyses
194
  Provisions and AFS reserves methodology
194
  REIL flow statement
195
  REIL and PPLs summary
195
  Past due analysis
195
  Impairment provisions flow statement
198
  Impairment charge analysis
199
  AFS reserves
200
  AFS gross unrealised losses
 
 
 
 
 
153

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis
Credit risk assets analysed on the pages 122 to 126 are reported internally to senior management. However, they exclude certain exposures, primarily securities and reverse repurchase agreements, and take account of legal netting agreements, that provide a right of legal set-off but do not meet the criteria for offset in IFRS. The table below is therefore provided to supplement the credit risk assets analysis and other analysis to reconcile to the balance sheet grossed up for disposal groups.

Financial assets
Exposure summary
The table below analyses the Group’s financial asset exposures, both gross and net of offset arrangements.

2012
Gross 
exposure 
IFRS 
offset (1)
Carrying
value 
Non-IFRS 
offset (2)
Exposure 
post offset 
£m 
£m 
£m 
£m 
£m 
Cash and balances at central banks
79,308 
— 
79,308 
— 
79,308 
Reverse repos
143,207 
(38,377)
104,830 
(17,439)
87,391 
Lending (3)
464,691 
(1,460)
463,231 
(34,941)
428,290 
Debt securities
164,624 
— 
164,624 
— 
164,624 
Equity shares
15,237 
— 
15,237 
— 
15,237 
Derivatives (4)
815,394 
(373,476)
441,918 
(408,004)
33,914 
Settlement balances
8,197 
(2,456)
5,741 
(1,760)
3,981 
Other financial assets
924 
— 
924 
— 
924 
Total
1,691,582 
(415,769)
1,275,813 
(462,144)
813,669 
Short positions
(27,591)
— 
(27,591)
— 
(27,591)
Net of short positions
1,663,991 
(415,769)
1,248,222 
(462,144)
786,078 
           
2011
         
Cash and balances at central banks
79,396 
— 
79,396 
— 
79,396 
Reverse repos
138,539 
(37,605)
100,934 
(15,246)
85,688 
Lending (3)
517,474 
— 
517,474 
(41,129)
476,345 
Debt securities
209,080 
— 
209,080 
— 
209,080 
Equity shares
15,188 
— 
15,188 
— 
15,188 
Derivatives (4)
1,074,548 
(544,491)
530,057 
(478,848)
51,209 
Settlement balances
9,144 
(1,359)
7,785 
(2,221)
5,564 
Other financial assets
1,309 
— 
1,309 
— 
1,309 
Total
2,044,678 
(583,455)
1,461,223 
(537,444)
923,779 
Short positions
(41,039)
— 
(41,039)
— 
(41,039)
Net of short positions
2,003,639 
(583,455)
1,420,184 
(537,444)
882,740 
           
2010
         
Cash and balances at central banks
57,198 
— 
57,198 
— 
57,198 
Reverse repos
135,105 
(39,986)
95,119 
(10,712)
84,407 
Lending (3)
566,323 
— 
566,323 
(44,801)
521,522 
Debt securities
217,480 
— 
217,480 
 — 
217,480 
Equity shares
22,218 
 — 
22,218 
— 
22,218 
Derivatives (4)
882,803 
(450,578)
432,225 
(361,493)
70,732 
Settlement balances
14,182 
(2,022)
12,160 
(1,539)
10,621 
Other financial assets
1,306 
— 
1,306 
— 
1,306 
Total
1,896,615 
(492,586)
1,404,029 
(418,545)
985,484 
Short positions
(43,118)
— 
(43,118)
— 
(43,118)
Net of short positions
1,853,497 
(492,586)
1,360,911 
(418,545)
942,366 

Notes:
(1)
Relates to offset arrangements that comply with IFRS criteria and to transactions cleared through and novated to central clearing houses, primarily London Clearing House and US Government Securities Clearing Corporation.
(2)
This reflects the amount by which the Group’s credit risk exposure is reduced through arrangements, such as master netting agreements, which give the Group a legal right to set off the financial asset against a financial liability due to the same counterparty. In addition, the Group holds collateral in respect of individual loans and advances to banks and customers. This collateral includes mortgages over property (both personal and commercial); charges over business assets such as plant, inventories and trade debtors; and guarantees of lending from parties other than the borrower. The Group obtains collateral in the form of securities relating to reverse repurchase agreements. Cash and securities are received as collateral in respect of derivative transactions..
(3)
Lending non-IFRS offset includes cash collateral posted against derivative liabilities of £24.6 billion, (2011 - £31.4 billion; 2010 - £31.0 billion) and cash management pooling of £10.3 billion, (2011 - £9.7 billion; 2010 - £13.8 billion).
(4)
Derivative non-IFRS offset includes cash collateral received against derivative assets of £34.1 billion (2011 - £37.2 billion; 2010 - £31.1 billion). Refer to page 179.

 
 
 
154

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: Financial assets continued
Sector and geographic concentration
The following tables provide an analysis of credit concentration of financial assets by sector and geography. Geographical regions are based on the location of the lending or issuer.
 
 
 
Reverse 
 
Lending
 
Securities
 
 
Balance 
 
Non-IFRS
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value 
 
offset (1)
post offset 
2012
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
Government (2)
441 
 
8,485 
1,368 
9,853 
 
97,339 
— 
5,791 
591 
114,015 
 
(5,151)
108,864 
Financial institutions
- banks (3)
34,783 
 
30,917 
477 
31,394 
 
11,555 
1,643 
335,521 
79,308 
494,204 
 
(341,103)
153,101 
 
- other (4)
69,256 
 
39,658 
2,540 
42,198 
 
50,104 
2,672 
80,817 
5,591 
250,638 
 
(97,589)
153,049 
Personal
- mortgages
— 
 
146,770 
2,855 
149,625 
 
— 
— 
— 
— 
149,625 
 
— 
149,625 
 
- unsecured
— 
 
31,247 
965 
32,212 
 
— 
— 
— 
4 
32,216 
 
— 
32,216 
Property
— 
 
43,602 
28,617 
72,219 
 
774 
318 
4,118 
— 
77,429 
 
(1,333)
76,096 
Construction
— 
 
6,020 
2,029 
8,049 
 
17 
264 
820 
— 
9,150 
 
(1,687)
7,463 
Manufacturing
326 
 
22,234 
1,553 
23,787 
 
836 
1,639 
1,759 
144 
28,491 
 
(3,775)
24,716 
Finance leases (5)
— 
 
9,201 
4,408 
13,609 
 
82 
1 
13 
— 
13,705 
 
— 
13,705 
Retail, wholesale and repairs
— 
 
20,842 
1,094 
21,936 
 
461 
1,807 
914 
41 
25,159 
 
(1,785)
23,374 
Transport and storage
— 
 
14,590 
3,751 
18,341 
 
659 
 382 
3,397 
2 
22,781 
 
(3,240)
19,541 
Health, education and leisure
— 
 
15,770 
935 
16,705 
 
314 
554 
904 
59 
18,536 
 
(964)
17,572 
Hotels and restaurants
— 
 
6,891 
986 
7,877 
 
144 
51 
493 
11 
8,576 
 
(348)
8,228 
Utilities
— 
 
5,131 
1,500 
6,631 
 
1,311 
638 
3,170 
50 
11,800 
 
(2,766)
9,034 
Other
24 
 
26,315 
3,742 
30,057 
 
1,886 
5,380 
4,201 
172 
41,720 
 
(2,403)
39,317 
Total gross of provisions
104,830 
 
427,673 
56,820 
484,493 
 
165,482 
15,349 
441,918 
85,973 
1,298,045 
 
(462,144)
835,901 
Provisions
— 
 
(10,062)
(11,200)
(21,262)
 
(858)
(112)
— 
— 
(22,232)
 
n/a 
(22,232)
Total
104,830 
 
417,611 
45,620 
463,231 
 
164,624 
15,237 
441,918 
85,973 
1,275,813 
 
(462,144)
813,669 
                             
2011
                           
Government (2)
2,247 
 
8,359 
1,383 
9,742 
 
125,543 
— 
5,541 
641 
143,714 
 
(1,098)
142,616 
Financial institutions
- banks (3)
39,345 
 
43,374 
706 
44,080 
 
16,940 
2,218 
400,261 
79,396 
582,240 
 
(407,457)
174,783 
 
- other (4)
58,478 
 
48,598 
3,272 
51,870 
 
60,628 
2,501 
98,255 
7,451 
279,183 
 
(119,717)
159,466 
Personal
- mortgages
— 
 
144,171 
5,102 
149,273 
 
— 
— 
— 
— 
149,273 
 
— 
149,273 
 
- unsecured
— 
 
32,868 
1,556 
34,424 
 
— 
— 
— 
52 
34,476 
 
(7)
34,469 
Property
— 
 
42,994 
38,064 
81,058 
 
573 
175 
4,599 
1 
86,406 
 
(1,274)
85,132 
Construction
— 
 
7,197 
2,672 
9,869 
 
50 
53 
946 
— 
10,918 
 
(1,139)
9,779 
Manufacturing
254 
 
23,708 
4,931 
28,639 
 
664 
1,938 
3,786 
306 
35,587 
 
(2,214)
33,373 
Finance leases (5)
— 
 
8,440 
6,059 
14,499 
 
145 
2 
75 
— 
14,721 
 
(16)
14,705 
Retail, wholesale and repairs
— 
 
22,039 
2,339 
24,378 
 
645 
2,652 
1,134 
18 
28,827 
 
(1,671)
27,156 
Transport and storage
436 
 
16,581 
5,477 
22,058 
 
539 
74 
3,759 
— 
26,866 
 
(241)
26,625 
Health, education and leisure
— 
 
16,073 
1,419 
17,492 
 
310 
21 
885 
— 
18,708 
 
(973)
17,735 
Hotels and restaurants
— 
 
7,709 
1,161 
8,870 
 
116 
5 
671 
— 
9,662 
 
(184)
9,478 
Utilities
— 
 
6,557 
1,849 
8,406 
 
1,530 
554 
3,708 
30 
14,228 
 
(450)
13,778 
Other
174 
 
28,769 
4,721 
33,490 
 
3,785 
5,136 
6,437 
595 
49,617 
 
(1,003)
48,614 
Total gross of provisions
100,934 
 
457,437 
80,711 
538,148 
 
211,468 
15,329 
530,057 
88,490 
1,484,426 
 
(537,444)
946,982 
Provisions
— 
 
(9,187)
(11,487)
(20,674)
 
(2,388)
(141)
— 
— 
(23,203)
 
n/a 
(23,203)
Total
100,934 
 
448,250 
69,224 
517,474 
 
209,080 
15,188 
530,057 
88,490 
1,461,223 
 
(537,444)
923,779 
 
For the notes to these tables refer to page 163.

 
 
 
155

 
 
Business review Risk and balance sheet management continued

 
 
Reverse 
 
Lending
 
Securities
 
 
Balance 
 
Non-IFRS 
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value 
 
offset (1)
post offset 
2010
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
Government (2)
645 
 
6,781 
1,671 
8,452 
 
130,123 
— 
7,560 
291 
147,071 
 
(3,916)
143,155 
Financial institutions
- banks (3)
42,571 
 
57,033 
1,654 
58,687 
 
22,474 
3,259 
315,297 
57,198 
499,486 
 
(312,327)
187,159 
 
- other (4)
51,297 
 
47,161 
7,791 
54,952 
 
54,726 
4,366 
84,042 
12,740 
262,123 
 
(91,059)
171,064 
Personal
- mortgages
— 
 
140,359 
6,142 
146,501 
 
— 
— 
— 
— 
146,501 
 
(19)
146,482 
 
- unsecured
— 
 
33,581 
3,891 
37,472 
 
— 
— 
— 
48 
37,520 
 
(11)
37,509 
Property
— 
 
42,455 
47,948 
90,403 
 
2,700 
237 
3,830 
28 
97,198 
 
(1,046)
96,152 
Construction
— 
 
8,680 
3,425 
12,105 
 
56 
31 
780 
— 
12,972 
 
(1,406)
11,566 
Manufacturing
389 
 
25,797 
7,688 
33,485 
 
784 
113 
3,229 
— 
38,000 
 
(2,156)
35,844 
Finance leases (5)
— 
 
8,321 
8,529 
16,850 
 
13 
2
14 
— 
16,879 
 
(134)
16,745 
Retail, wholesale and repairs
— 
 
21,974 
3,191 
25,165 
 
520 
41 
1,124 
— 
26,850 
 
(2,468)
24,382 
Transport and storage
— 
 
15,946 
8,195 
24,141 
 
879 
54 
2,703 
— 
27,777 
 
(224)
27,553 
Health, education and leisure
— 
 
17,456 
1,975 
19,431 
 
1,495 
42 
1,198 
— 
22,166 
 
(1,047)
21,119 
Hotels and restaurants
— 
 
8,189 
1,492 
9,681 
 
276 
123 
525 
— 
10,605 
 
(253)
10,352 
Utilities
— 
 
7,098 
2,948 
10,046 
 
1,714 
229 
2,491 
2
14,482 
 
(985)
13,497 
Other
217 
 
29,053 
8,115 
37,168 
 
3,021 
13,897 
9,432 
386 
64,121 
 
(1,494)
62,627 
Total gross of provisions
95,119 
 
469,884 
114,655 
584,539 
 
218,781 
22,394 
432,225 
70,693 
1,423,751 
 
(418,545)
1,005,206 
Provisions
— 
 
(7,866)
(10,352)
(18,218)
 
(1,301)
(176)
— 
(29)
(19,724)
 
n/a 
(19,724)
Total including disposal groups
  before RFS MI
95,119 
 
462,018 
104,303 
566,321 
 
217,480 
22,218 
432,225 
70,664 
1,404,027 
 
(418,545)
985,482 
RFS minority interests
— 
 
— 
 
— 
— 
— 
— 
 
— 
Total
95,119 
 
462,018 
104,305 
566,323 
 
217,480 
22,218 
432,225 
70,664 
1,404,029 
 
(418,545)
985,484 
 
For the notes to this table refer to page 163.

Key points
·
Financial asset exposures after offset including disposal groups decreased by £110 billion or 12% to £814 billion, reflecting the Group’s focus on reducing its funded balance sheet, primarily in Non-Core, Markets and International Banking.

·
Reductions were across all major balance sheet categories: lending (£54 billion), debt securities (£44 billion) and derivatives (£88 billion). Conditions in the financial markets and the Group’s focus on risk appetite and sector concentration had a direct impact on the composition of its portfolio during the year.

·
Exposures to central and local governments decreased by £34 billion principally in debt securities. This was driven by Markets de-risking its balance sheet, management of the Group Treasury liquidity portfolio as well as overall risk reduction in respect of eurozone exposures. The Group’s portfolio comprises exposures to central governments and sub-sovereigns such as local authorities, primarily in the Group’s key markets in the UK, Western Europe and the US.

·
Exposure to financial institutions was £28 billion lower, across securities, loans and derivatives, driven by economy-wide subdued activity.

·
The banking sector is one of the largest in the Group’s portfolio. The sector is well diversified geographically and by exposure with derivative exposures being largely collateralised. The sector is tightly controlled through the combination of the single name concentration framework, a suite of credit policies specifically tailored to the sector and country limits. Exposures to the banking sector decreased by £22 billion during the period, primarily due to reduced interbank lending and derivative activity, and a reduction in limits to banks in countries under stress, such as the peripheral eurozone countries.

·
Exposure to other financial institutions comprising traded and non traded products is spread across a wide range of financial companies including insurance, securitisation vehicles, financial intermediaries including broker dealers and central counterparties (CCPs), financial guarantors - monolines and credit derivative product companies (CDPCs) - and funds comprising unleveraged, hedge and leveraged funds. The size of the Core portfolio has decreased marginally since 2011. Entities in this sector remain vulnerable to market shocks or contagion from the banking sector. Credit risk in these sectors is managed through the single name concentration, sector concentration and asset and product class frameworks, with specific sector and product caps in place where there is a perception of heightened credit risk, such as committed lending to banks, leveraged funds and insurance holding companies. The Group continues to develop its risk appetite framework for CCPs to reflect increased activity with these entities driven by regulatory requirements. The Group is also managing down its exposures to monolines and CDPCs with the aim of exiting these portfolios.

 
 
 
 
156

 
 
Business review Risk and balance sheet management continued
 

Balance sheet analysis: Financial assets: Sector and geographic concentration continued

Key points continued
·
The Group’s exposure to property and construction sector decreased by £11 billion, principally in commercial real estate lending. The majority of the Group’s Core property exposure is within UK Corporate (73%). In relation to property exposure, the UK Corporate and Ulster Bank divisions saw further deterioration in asset quality during the year.

·
Retail, wholesale and repairs sector decreased by £4 billion, reflecting de-leveraging of customers in the retail sector.

·
Manufacturing exposure reduced by £9 billion primarily reflecting Non-Core reductions.

·
Transport and storage includes the Group’s shipping exposures of £11 billion which comprises asset-backed exposures to ocean-going vessels. Conditions remained poor across the major shipping market segments in 2012, with low charter rates and vessel values. A key protection for the Group is the minimum security covenant. This covenant is tested each quarter on an individual vessel basis to ensure prompt remedial action is taken if values fall significantly below agreed loan coverage ratios. There was an increase in the number of clients suffering liquidity issues or failing to meet their minimum security covenant and a commensurate rise in referrals to the Watchlist and the GRG. At 31 December 2012, 20% of the Group’s exposure to this sector was in Watchlist Red. The Group’s exposure to the shipping sector (including shipping related infrastructure) declined by 3.5% in 2012 as a result of amortisation and foreign exchange movements. At 31 December 2012, £0.7 billion of loans were included in risk elements in lending with an associated provision of £0.2 billion and impairment charge of £0.1 billion for 2012.

Within lending:
UK Retail increased its lending to homeowners by £4.1 billion, including first-time buyers, reflecting the impact of the UK Government’s Funding for Lending Scheme (FLS); unsecured lending balances fell.

UK Corporate lending decreased by £3.8 billion, reflecting a combination of customer deleveraging with low business confidence and portfolio de-risking, particularly in commercial real estate, which fell by £3.5 billion.

Non-Core continued to make significant progress on its balance sheet strategy by reducing lending by £24 billion across all sectors, principally property and construction, where commercial real estate lending decreased by £9.4 billion, reflecting repayments and asset sales.

For further discussion on debt securities and derivatives, refer to pages 168 to 175 respectively.



 
157

 

Business review Risk and balance sheet management continued
 
 

The tables on pages 158 to 163 analyse financial assets by geographical region (based on location of transaction office) and sector.
 
2012
Reverse 
 
Lending
 
Securities
   
Balance 
Non-IFRS 
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value
offset (1)
post offset
 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
UK
                         
Government (2)
441 
 
8,079 
8 
8,087 
 
62,722 
— 
5,582 
47 
76,879 
(5,028)
71,851 
Financial institutions
- banks (3)
24,856 
 
22,551 
100 
22,651 
 
6,110 
1,175 
193,892 
40,851 
289,535 
(202,189)
87,346 
 
- other (4)
42,203 
 
32,024 
1,931 
33,955 
 
16,834 
2,069 
62,810 
2,946 
160,817 
(78,976)
81,841 
Personal
- mortgages
— 
 
109,511 
19 
109,530 
 
— 
— 
— 
— 
109,530 
— 
109,530 
 
- unsecured
— 
 
20,443 
55 
20,498 
 
— 
— 
— 
4 
20,502 
— 
20,502 
Property
— 
 
35,532 
18,198 
53,730 
 
547 
282 
3,954 
— 
58,513 
(1,328)
57,185 
Construction
— 
 
5,101 
1,406 
6,507 
 
14 
248 
789 
— 
7,558 
(1,666)
5,892 
Manufacturing
326 
 
9,416 
642 
10,058 
 
579 
1,553 
1,286 
111 
13,913 
(3,542)
10,371 
Finance leases (5)
— 
 
6,349 
4,183 
10,532 
 
81 
1 
— 
— 
10,614 
— 
10,614 
Retail, wholesale and repairs
— 
 
11,103 
428 
11,531 
 
397 
1,634 
701 
41 
14,304 
(1,590)
12,714 
Transport and storage
— 
 
7,958 
2,619 
10,577 
 
527 
361 
2,049 
2 
13,516 
(2,279)
11,237 
Health, education and leisure
— 
 
11,530 
371 
11,901 
 
144 
548 
818 
59 
13,470 
(888)
12,582 
Hotels and restaurants
— 
 
5,505 
484 
5,989 
 
121 
51 
493 
11 
6,665 
(344)
6,321 
Utilities
— 
 
2,780 
776 
3,556 
 
1,178 
492 
2,654 
30 
7,910 
(2,515)
5,395 
Other
19 
 
13,969 
1,874 
15,843 
 
1,085 
4,757 
2,647 
140 
24,491 
(1,885)
22,606 
Total gross of provisions
67,845 
 
301,851 
33,094 
334,945 
 
90,339 
13,171 
277,675 
44,242 
828,217 
(302,230)
525,987 
Provisions
— 
 
(5,637)
(4,124)
(9,761)
 
(420)
(112)
— 
— 
(10,293)
n/a 
(10,293)
Total
67,845 
 
296,214 
28,970 
325,184 
 
89,919 
13,059 
277,675 
44,242 
817,924 
(302,230)
515,694 
                           
US
                         
Government (2)
— 
 
151 
— 
151 
 
22,084 
— 
23 
500 
22,758 
(17)
22,741 
Financial institutions
- banks (3)
5,024 
 
1,295 
47 
1,342 
 
468 
349 
116,935 
14,066 
138,184 
(115,459)
22,725 
 
- other (4)
22,807 
 
4,023 
234 
4,257 
 
25,483 
210 
13,397 
2,086 
68,240 
(14,720)
53,520 
Personal
- mortgages
— 
 
19,483 
2,446 
21,929 
 
— 
— 
— 
— 
21,929 
— 
21,929 
 
- unsecured
— 
 
8,209 
539 
8,748 
 
— 
— 
— 
— 
8,748 
— 
8,748 
Property
— 
 
2,847 
496 
3,343 
 
26 
34 
— 
3,411 
— 
3,411 
Construction
— 
 
384 
388 
 
— 
402 
— 
402 
Manufacturing
— 
 
6,004 
17 
6,021 
 
156 
15 
265 
— 
6,457 
(215)
6,242 
Finance leases (5)
— 
 
2,471 
— 
2,471 
 
— 
— 
— 
— 
2,471 
— 
2,471 
Retail, wholesale and repairs
— 
 
4,852 
53 
4,905 
 
58 
1 
66 
— 
5,030 
(52)
4,978 
Transport and storage
— 
 
1,522 
406 
1,928 
 
37 
— 
855 
— 
2,820 
(800)
2,020 
Health, education and leisure
— 
 
2,822 
26 
2,848 
 
170 
— 
73 
— 
3,091 
(70)
3,021 
Hotels and restaurants
— 
 
474 
16 
490 
 
23 
— 
— 
— 
513 
— 
513 
Utilities
— 
 
929 
37 
966 
 
100 
15 
273 
— 
1,354 
(251)
1,103 
Other
4 
 
5,019 
298 
5,317 
 
674 
324 
1,094 
— 
7,413 
(277)
7,136 
Total gross of provisions
27,835 
 
60,485 
4,619 
65,104 
 
49,264 
942 
133,024 
16,652 
292,821 
(131,861)
160,960 
Provisions
— 
 
(581)
(335)
(916)
 
— 
— 
— 
— 
(916)
n/a 
(916)
Total
27,835 
 
59,904 
4,284 
64,188 
 
49,264 
942 
133,024 
16,652 
291,905 
(131,861)
160,044 
 
For the notes to these tables refer to page 163.
 
 
 
 
158

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: Financial assets: Sector and geographic concentration continued

2012
Reverse 
 
Lending
 
Securities
   
Balance 
Non-IFRS 
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value 
offset (1)
post offset 
 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Europe
                         
Government (2)
— 
 
224 
667 
891 
 
5,684 
— 
54 
2 
6,631 
(15)
6,616 
Financial institutions
- banks (3)
375 
 
2,961 
190 
3,151 
 
4,016 
8 
55 
23,181 
30,786 
(2)
30,784 
 
- other (4)
20 
 
1,390 
300 
1,690 
 
7,222 
309 
95 
134 
9,470 
— 
9,470 
Personal
- mortgages
— 
 
17,446 
390 
17,836 
 
— 
— 
— 
— 
17,836 
— 
17,836 
 
- unsecured
— 
 
1,540 
365 
1,905 
 
— 
— 
— 
— 
1,905 
— 
1,905 
Property
— 
 
4,896 
9,738 
14,634 
 
— 
77 
— 
14,713 
(5)
14,708 
Construction
— 
 
513 
619 
1,132 
 
— 
— 
— 
1,138 
(21)
1,117 
Manufacturing
— 
 
4,771 
660 
5,431 
 
94 
26 
25 
1 
5,577 
(9)
5,568 
Finance leases (5)
— 
 
292 
172 
464 
 
— 
— 
— 
— 
464 
— 
464 
Retail, wholesale and repairs
— 
 
3,142 
607 
3,749 
 
— 
109 
10 
— 
3,868 
(22)
3,846 
Transport and storage
— 
 
4,851 
599 
5,450 
 
1 
10 
12 
— 
5,473 
(5)
5,468 
Health, education and leisure
— 
 
1,170 
399 
1,569 
 
— 
2 
— 
— 
1,571 
(6)
1,565 
Hotels and restaurants
— 
 
893 
486 
1,379 
 
— 
— 
— 
— 
1,379 
(4)
1,375 
Utilities
— 
 
993 
499 
1,492 
 
6 
112 
65 
20 
1,695 
— 
1,695 
Other
— 
 
4,492 
817 
5,309 
 
39 
201 
44 
32 
5,625 
(53)
5,572 
Total gross of provisions
395 
 
49,574 
16,508 
66,082 
 
17,062 
785 
437 
23,370 
108,131 
(142)
107,989 
Provisions
— 
 
(3,697)
(6,570)
(10,267)
 
(438)
— 
— 
— 
(10,705)
n/a 
(10,705)
Total
395 
 
45,877 
9,938 
55,815 
 
16,624 
785 
437 
23,370 
97,426 
(142)
97,284 
                           
RoW
                         
Government (2)
— 
 
31 
693 
724 
 
6,849 
— 
132 
42 
7,747 
(91)
7,656 
Financial institutions
- banks (3)
4,528 
 
4,110 
140 
4,250 
 
961 
111 
24,639 
1,210 
35,699 
(23,453)
12,246 
 
- other (4)
4,226 
 
2,221 
75 
2,296 
 
565 
84 
4,515 
425 
12,111 
(3,893)
8,218 
Personal
- mortgages
— 
 
330 
— 
330 
 
— 
— 
— 
— 
330 
— 
330 
 
- unsecured
— 
 
1,055 
6 
1,061 
 
— 
— 
— 
— 
1,061 
— 
1,061 
Property
— 
 
327 
185 
512 
 
219 
53 
— 
792 
— 
792 
Construction
— 
 
22 
— 
22 
 
— 
22 
— 
52 
— 
52 
Manufacturing
— 
 
2,043 
234 
2,277 
 
7 
45 
183 
32 
2,544 
(9)
2,535 
Finance leases (5)
— 
 
89 
53 
142 
 
1 
— 
13 
— 
156 
— 
156 
Retail, wholesale and repairs
— 
 
1,745 
6 
1,751 
 
6 
63 
137 
— 
1,957 
(121)
1,836 
Transport and storage
— 
 
259 
127 
386 
 
94 
11 
481 
— 
972 
(156)
816 
Health, education and leisure
— 
 
248 
139 
387 
 
— 
4 
13 
— 
404 
— 
404 
Hotels and restaurants
— 
 
19 
— 
19 
 
— 
— 
— 
— 
19 
— 
19 
Utilities
— 
 
429 
188 
617 
 
27 
19 
178 
— 
841 
— 
841 
Other
1 
 
2,835 
753 
3,588 
 
88 
98 
416 
— 
4,191 
(188)
4,003 
Total gross of provisions
8,755 
 
15,763 
2,599 
18,362 
 
8,817 
451 
30,782 
1,709 
68,876 
(27,911)
40,965 
Provisions
— 
 
(147)
(171)
(318)
 
— 
— 
— 
— 
(318)
n/a 
(318)
Total
8,755 
 
15,616 
2,428 
18,044 
 
8,817 
451 
30,782 
1,709 
68,558 
(27,911)
40,647 

For the notes to these tables refer to page 163.

 
 
 
159

 
 
Business review Risk and balance sheet management continued
 

 
Reverse 
 
Lending
 
Securities
   
Balance 
Non-IFRS 
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value 
offset (1)
post offset 
2011
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
UK
                         
Government (2)
2,130 
 
8,012 
25 
8,037 
 
77,831 
— 
5,282 
548 
93,828 
(1,098)
92,730 
Financial institutions
- banks (3)
25,204 
 
29,575 
218 
29,793 
 
1,950 
1,562 
258,321 
40,396 
357,226 
(271,500)
85,726 
 
- other (4)
39,154 
 
33,020 
2,361 
35,381 
 
25,954 
1,676 
43,327 
3,259 
148,751 
(59,160)
89,591 
Personal
- mortgages
— 
 
104,965 
1,423 
106,388 
 
— 
— 
— 
— 
106,388 
— 
106,388 
 
- unsecured
— 
 
21,881 
127 
22,008 
 
— 
— 
— 
24 
22,032 
(7)
22,025 
Property
— 
 
35,431 
24,610 
60,041 
 
278 
137 
4,332 
— 
64,788 
(1,265)
63,523 
Construction
— 
 
5,707 
1,882 
7,589 
 
20 
26 
895 
— 
8,530 
(1,115)
7,415 
Manufacturing
254 
 
10,148 
835 
10,983 
 
499 
1,908 
2,259 
— 
15,903 
(2,205)
13,698 
Finance leases (5)
— 
 
5,618 
5,598 
11,216 
 
1
2
73 
— 
11,292 
(16)
11,276 
Retail, wholesale and repairs
— 
 
11,796 
1,441 
13,237 
 
574 
2,616 
952 
18 
17,397 
(1,647)
15,750 
Transport and storage
436 
 
8,716 
3,439 
12,155 
 
145 
67 
2,217 
— 
15,020 
(200)
14,820 
Health, education and leisure
— 
 
11,534 
757 
12,291 
 
72 
8
756 
— 
13,127 
(965)
12,162 
Hotels and restaurants
— 
 
6,165 
569 
6,734 
 
23 
— 
664 
— 
7,421 
(178)
7,243 
Utilities
— 
 
2,476 
922 
3,398 
 
1,150 
513 
3,207 
30 
8,298 
(450)
7,848 
Other
126 
 
17,393 
1,723 
19,116 
 
2,395 
4,704 
4,105 
593 
31,039 
(947)
30,092 
Total gross of provisions
67,304 
 
312,437 
45,930 
358,367 
 
110,892 
13,219 
326,390 
44,868 
921,040 
(340,753)
580,287 
Provisions
— 
 
(5,349)
(4,754)
(10,103)
 
(1,170)
(141)
— 
— 
(11,414)
n/a 
(11,414)
Total
67,304 
 
307,088 
41,176 
348,264 
 
109,722 
13,078 
326,390 
44,868 
909,626 
(340,753)
568,873 
                           
US
                         
Government (2)
— 
 
177 
14 
191 
 
22,936 
— 
9
1
23,137 
— 
23,137 
Financial institutions
- banks (3)
7,289 
 
671 
40 
711 
 
1,245 
443 
111,240 
29,426 
150,354 
(108,060)
42,294 
 
- other (4)
17,368 
 
8,993 
341 
9,334 
 
29,885 
560 
54,639 
3,510 
115,296 
(60,556)
54,740 
Personal
- mortgages
— 
 
20,311 
2,926 
23,237 
 
— 
— 
— 
— 
23,237 
— 
23,237 
 
- unsecured
— 
 
7,505 
936 
8,441 
 
— 
— 
— 
— 
8,441 
— 
8,441 
Property
— 
 
2,413 
1,370 
3,783 
 
26 
23 
38 
— 
3,870 
— 
3,870 
Construction
— 
 
412 
45 
457 
 
21 
11 
— 
492 
— 
492 
Manufacturing
— 
 
6,782 
42 
6,824 
 
101 
12 
452 
— 
7,389 
— 
7,389 
Finance leases (5)
— 
 
2,471 
— 
2,471 
 
17 
— 
— 
— 
2,488 
— 
2,488 
Retail, wholesale and repairs
— 
 
4,975 
98 
5,073 
 
52 
— 
63 
— 
5,188 
5,188 
Transport and storage
— 
 
1,832 
937 
2,769 
 
26 
1
1,084 
— 
3,880 
— 
3,880 
Health, education and leisure
— 
 
2,946 
88 
3,034 
 
74 
4
93 
— 
3,205 
— 
3,205 
Hotels and restaurants
— 
 
627 
57 
684 
 
93 
3
1
— 
781 
— 
781 
Utilities
— 
 
1,033 
28 
1,061 
 
243 
16 
322 
— 
1,642 
— 
1,642 
Other
29 
 
5,135 
439 
5,574 
 
695 
103 
1,436 
— 
7,837 
— 
7,837 
Total gross of provisions
24,686 
 
66,283 
7,361 
73,644 
 
55,414 
1,168 
169,388 
32,937 
357,237 
(168,616)
188,621 
Provisions
— 
 
(787)
(516)
(1,303)
 
— 
— 
— 
— 
(1,303)
n/a 
(1,303)
Total
24,686 
 
65,496 
6,845 
72,341 
 
55,414 
1,168 
169,388 
32,937 
355,934 
(168,616)
187,318 

For the notes to these tables refer to page 163.
 
 
 
 
160

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: Financial assets: Sector and geographic concentration continued

 
Reverse 
 
Lending
 
Securities
   
Balance 
Non-IFRS 
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value 
offset (1)
post offset 
2011
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Europe
                         
Government (2)
— 
 
116 
715 
831 
 
13,362 
— 
60 
— 
14,253 
— 
14,253 
Financial institutions
- banks (3)
247 
 
8,361 
250 
8,611 
 
10,859 
78 
— 
6,725 
26,520 
— 
26,520 
 
- other (4)
— 
 
2,534 
474 
3,008 
 
4,521 
165 
289 
90 
8,073 
(1)
8,072 
Personal
- mortgages
— 
 
18,393 
553 
18,946 
 
— 
— 
— 
— 
18,946 
— 
18,946 
 
- unsecured
— 
 
1,972 
492 
2,464 
 
— 
— 
— 
28 
2,492 
— 
2,492 
Property
— 
 
4,846 
11,538 
16,384 
 
— 
— 
168 
— 
16,552 
(9)
16,543 
Construction
— 
 
1,019 
735 
1,754 
 
— 
22 
18 
— 
1,794 
(24)
1,770 
Manufacturing
— 
 
4,383 
3,732 
8,115 
 
57 
5
23 
— 
8,200 
(9)
8,191 
Finance leases (5)
— 
 
260 
435 
695 
 
— 
— 
— 
— 
695 
— 
695 
Retail, wholesale and repairs
— 
 
3,992 
772 
4,764 
 
16 
2
23 
— 
4,805 
(24)
4,781 
Transport and storage
— 
 
5,667 
862 
6,529 
 
143 
— 
15 
— 
6,687 
(6)
6,681 
Health, education and leisure
— 
 
1,235 
349 
1,584 
 
164 
5
2
— 
1,755 
(8)
1,747 
Hotels and restaurants
— 
 
892 
535 
1,427 
 
— 
— 
6
— 
1,433 
(6)
1,427 
Utilities
— 
 
1,569 
530 
2,099 
 
124 
3
85 
— 
2,311 
— 
2,311 
Other
7
 
3,766 
1,679 
5,445 
 
568 
70 
35 
— 
6,125 
(56)
6,069 
Total gross of provisions
254 
 
59,005 
23,651 
82,656 
 
29,814 
350 
724 
6,843 
120,641 
(143)
120,498 
Provisions
— 
 
(3,003)
(5,895)
(8,898)
 
(1,218)
— 
— 
— 
(10,116)
n/a 
(10,116)
Total
254 
 
56,002 
17,756 
73,758 
 
28,596 
350 
724 
6,843 
110,525 
(143)
110,382 
                           
RoW
                         
Government (2)
117 
 
54 
629 
683 
 
11,414 
— 
190 
92 
12,496 
— 
12,496 
Financial institutions
- banks (3)
6,605 
 
4,767 
198 
4,965 
 
2,886 
135 
30,700 
2,849 
48,140 
(27,897)
20,243 
 
- other (4)
1,956 
 
4,051 
96 
4,147 
 
268 
100 
— 
592 
7,063 
— 
7,063 
Personal
- mortgages
— 
 
502 
200 
702 
 
— 
— 
— 
— 
702 
— 
702 
 
- unsecured
— 
 
1,510 
1
1,511 
 
— 
— 
— 
— 
1,511 
— 
1,511 
Property
— 
 
304 
546 
850 
 
269 
15 
61 
1,196 
— 
1,196 
Construction
— 
 
59 
10 
69 
 
22 
— 
102 
— 
102 
Manufacturing
— 
 
2,395 
322 
2,717 
 
7
13 
1,052 
306 
4,095 
— 
4,095 
Finance leases (5)
— 
 
91 
26 
117 
 
127 
— 
2
— 
246 
— 
246 
Retail, wholesale and repairs
— 
 
1,276 
28 
1,304 
 
3
34 
96 
— 
1,437 
— 
1,437 
Transport and storage
— 
 
366 
239 
605 
 
225 
6
443 
— 
1,279 
(35)
1,244 
Health, education and leisure
— 
 
358 
225 
583 
 
— 
4
34 
— 
621 
— 
621 
Hotels and restaurants
— 
 
25 
— 
25 
 
— 
2
— 
— 
27 
— 
27 
Utilities
— 
 
1,479 
369 
1,848 
 
13 
22 
94 
— 
1,977 
— 
1,977 
Other
12 
 
2,475 
880 
3,355 
 
127 
259 
861 
4,616 
— 
4,616 
Total gross of provisions
8,690 
 
19,712 
3,769 
23,481 
 
15,348 
592 
33,555 
3,842 
85,508 
(27,932)
57,576 
Provisions
— 
 
(48)
(322)
(370)
 
— 
— 
— 
— 
(370)
n/a 
(370)
Total
8,690 
 
19,664 
3,447 
23,111 
 
15,348 
592 
33,555 
3,842 
85,138 
(27,932)
57,206 

For the notes to these tables refer to page 163.
 
 
 
 
161

 
 
Business review Risk and balance sheet management continued


 
Reverse 
 
Lending
 
Securities
   
Balance 
Non-IFRS 
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value 
offset (1)
post offset 
2010
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
UK
                         
Government (2)
611 
 
5,728 
173 
5,901 
 
72,427 
— 
7,300 
173 
86,412 
(3,916)
82,496 
Financial institutions
- banks (3)
28,370 
 
41,541 
481 
42,022 
 
5,381 
1,828 
203,487 
28,128 
309,216 
(210,136)
99,080 
 
- other (4)
33,186 
 
28,246 
6,023 
34,269 
 
27,737 
3,617 
45,852 
5,390 
150,051 
(46,812)
103,239 
Personal
- mortgages
— 
 
99,928 
1,665 
101,593 
 
— 
— 
— 
— 
101,593 
(14)
101,579 
 
- unsecured
— 
 
23,035 
585 
23,620 
 
— 
— 
— 
23 
23,643 
(11)
23,632 
Property
— 
 
34,970 
30,789 
65,759 
 
2,302 
175 
3,739 
28 
72,003 
(1,041)
70,962 
Construction
— 
 
7,041 
2,383 
9,424 
 
39 
— 
741 
— 
10,204 
(1,392)
8,812 
Manufacturing
389 
 
12,300 
2,353 
14,653 
 
354 
— 
2,159 
— 
17,555 
(2,150)
15,405 
Finance leases (5)
— 
 
5,589 
7,785 
13,374 
 
13 
2
14 
— 
13,403 
(134)
13,269 
Retail, wholesale and repairs
— 
 
12,554 
1,853 
14,407 
 
343 
11 
874 
— 
15,635 
(2,452)
13,183 
Transport and storage
— 
 
8,105 
5,015 
13,120 
 
241 
3
1,573 
— 
14,937 
(219)
14,718 
Health, education and leisure
— 
 
13,502 
1,149 
14,651 
 
160 
22 
877 
— 
15,710 
(1,047)
14,663 
Hotels and restaurants
— 
 
6,558 
808 
7,366 
 
172 
— 
518 
— 
8,056 
(249)
7,807 
Utilities
— 
 
3,101 
1,459 
4,560 
 
1,040 
5
2,112 
2
7,719 
(985)
6,734 
Other
57 
 
17,732 
2,618 
20,350 
 
1,051 
13,648 
2,401 
335 
37,842 
(1,448)
36,394 
Total gross of provisions
62,613 
 
319,930 
65,139 
385,069 
 
111,260 
19,311 
271,647 
34,079 
883,979 
(272,006)
611,973 
Provisions
— 
 
(4,937)
(3,741)
(8,678)
 
(1,301)
(176)
— 
(29)
(10,184)
n/a 
(10,184)
Total
62,613 
 
314,993 
61,398 
376,391 
 
109,959 
19,135 
271,647 
34,050 
873,795 
(272,006)
601,789 
                           
US
                         
Government (2)
— 
 
263 
53 
316 
 
24,975 
— 
5
112 
25,408 
— 
25,408 
Financial institutions
- banks (3)
8,978 
 
820 
641 
1,461 
 
1,951 
561 
87,627 
19,455 
120,033 
(80,128)
39,905 
 
- other (4)
16,023 
 
9,522 
656 
10,178 
 
21,958 
525 
34,090 
5,505 
88,279 
(43,734)
44,545 
Personal
- mortgages
— 
 
20,548 
3,653 
24,201 
 
— 
— 
— 
— 
24,201 
— 
24,201 
 
- unsecured
— 
 
6,816 
 2,704 
9,520 
 
— 
— 
— 
— 
9,520 
— 
9,520 
Property
— 
 
1,611 
3,318 
4,929 
 
95 
4
23 
— 
5,051 
— 
5,051 
Construction
— 
 
442 
78 
520 
 
— 
16 
— 
541 
— 
541 
Manufacturing
— 
 
5,459 
209 
5,668 
 
412 
22 
583 
— 
6,685 
— 
6,685 
Finance leases (5)
— 
 
2,315 
— 
2,315 
 
— 
— 
— 
— 
2,315 
— 
2,315 
Retail, wholesale and repairs
— 
 
4,264 
237 
4,501 
 
132 
— 
68 
— 
4,701 
— 
4,701 
Transport and storage
— 
 
1,786 
1,408 
3,194 
 
99 
2
929 
— 
4,224 
— 
4,224 
Health, education and leisure
— 
 
2,380 
313 
2,693 
 
1,308 
3
292 
— 
4,296 
— 
4,296 
Hotels and restaurants
— 
 
486 
136 
622 
 
104 
— 
3
— 
729 
— 
729 
Utilities
— 
 
1,117 
326 
1,443 
 
567 
2
272 
— 
2,284 
— 
2,284 
Other
131 
 
4,256 
682 
4,938 
 
1,057 
105 
5,971 
42 
12,244 
— 
12,244 
Total gross of provisions
25,132 
 
62,085 
14,414 
76,499 
 
52,663 
1,224 
129,879 
25,114 
310,511 
(123,862)
186,649 
Provisions
— 
 
(824)
(819)
(1,643)
 
— 
— 
— 
— 
(1,643)
n/a 
(1,643)
Total
25,132 
 
61,261 
13,595 
74,856 
 
52,663 
1,224 
129,879 
25,114 
308,868 
(123,862)
185,006 

For the notes to these tables refer to page 163.
 
 
 
 
162

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: Financial assets: Sector and geographic concentration continued

 
Reverse 
 
Lending
 
Securities
 
 
Balance 
Non-IFRS 
Exposure 
 
repos 
 
Core 
Non-Core 
Total 
 
Debt 
Equity 
Derivatives 
Other 
sheet value 
offset (1)
post offset 
2010
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Europe
                         
Government (2)
— 
 
365 
1,017 
1,382 
 
18,648 
— 
66 
— 
20,096 
— 
20,096 
Financial institutions
- banks (3)
94 
 
10,219 
313 
10,532 
 
11,843 
322 
— 
7,974 
30,765 
— 
30,765 
 
- other (4)
— 
 
2,642 
1,019 
3,661 
 
4,886 
64 
746 
53 
9,410 
(1)
9,409 
Personal
- mortgages
— 
 
19,473 
621 
20,094 
 
— 
— 
— 
— 
20,094 
(5)
20,089 
 
- unsecured
— 
 
2,270 
600 
2,870 
 
— 
— 
— 
25 
2,895 
— 
2,895 
Property
— 
 
5,139 
12,636 
17,775 
 
— 
43 
— 
— 
17,818 
(5)
17,813 
Construction
— 
 
1,014 
873 
1,887 
 
— 
27 
— 
1,915 
(14)
1,901 
Manufacturing
— 
 
5,853 
4,440 
10,293 
 
18 
87 
39 
— 
10,437 
(6)
10,431 
Finance leases (5)
— 
 
370 
744 
1,114 
 
— 
— 
— 
— 
1,114 
— 
1,114 
Retail, wholesale and repairs
— 
 
4,126 
999 
5,125 
 
32 
2
33
— 
5,192 
(15)
5,177 
Transport and storage
— 
 
5,625 
1,369 
6,994 
 
141 
22 
2
— 
7,159 
(5)
7,154 
Health, education and leisure
— 
 
1,442 
496 
1,938 
 
27 
9
— 
— 
1,974 
— 
1,974 
Hotels and restaurants
— 
 
1,055 
535 
1,590 
 
— 
120 
— 
— 
1,710 
(4)
1,706 
Utilities
— 
 
1,412 
683 
2,095 
 
74 
188 
10 
— 
2,367 
— 
2,367 
Other
28 
 
4,869 
2,219 
7,088 
 
746 
138 
54 
— 
8,054 
(45)
8,009 
Total gross of provisions
122 
 
65,874 
28,564 
94,438 
 
36,415 
1,022 
951 
8,052 
141,000 
(100)
140,900 
Provisions
— 
 
(1,984)
(5,243)
(7,227)
 
— 
— 
— 
— 
(7,227)
n/a 
(7,227)
Total including disposal groups
  before RFS MI
122 
 
63,890 
23,321 
87,211 
 
36,415 
1,022 
951 
8,052 
133,773 
 
(100)
133,673 
RFS Minority Interest
— 
 
— 
2
 
— 
— 
— 
— 
2
— 
2
Total
122 
 
63,890 
23,323 
87,213 
 
36,415 
1,022 
951 
8,052 
133,775 
(100)
133,675 
                           
RoW
                         
Government (2)
34 
 
425 
428 
853 
 
14,073 
— 
189 
6
15,155 
— 
15,155 
Financial institutions
- banks (3)
5,129 
 
4,453 
219 
4,672 
 
3,299 
548 
24,183 
1,641 
39,472 
(22,063)
17,409 
 
- other (4)
2,088 
 
6,751 
93 
6,844 
 
145 
160 
3,354 
1,792 
14,383 
(512)
13,871 
Personal
- mortgages
— 
 
410 
203 
613 
 
— 
— 
— 
— 
613 
— 
613 
 
- unsecured
— 
 
1,460 
2
1,462 
 
— 
— 
— 
— 
1,462 
— 
1,462 
Property
— 
 
735 
1,205 
1,940 
 
303 
15 
68 
— 
2,326 
— 
2,326 
Construction
— 
 
183 
91 
274 
 
12 
22 
— 
312 
— 
312 
Manufacturing
— 
 
2,185 
686 
2,871 
 
— 
4
448 
— 
3,323 
— 
3,323 
Finance leases (5)
— 
 
47 
— 
47 
 
— 
— 
— 
— 
47 
— 
47 
Retail, wholesale and repairs
— 
 
1,030 
102 
1,132 
 
13 
28 
149 
— 
1,322 
(1)
1,321 
Transport and storage
— 
 
430 
403 
833 
 
398 
27 
199 
— 
1,457 
— 
1,457 
Health, education and leisure
— 
 
132 
17 
149 
 
— 
8
29 
— 
186 
— 
186 
Hotels and restaurants
— 
 
90 
13 
103 
 
— 
3
4
— 
110 
— 
110 
Utilities
— 
 
1,468 
480 
1,948 
 
33 
34 
97 
— 
2,112 
— 
2,112 
Other
1
 
2,196 
2,596 
4,792 
 
167 
6
1,006 
5,981 
(1)
5,980 
Total gross of provisions
7,252 
 
21,995 
6,538 
28,533 
 
18,443 
837 
29,748 
3,448 
88,261 
(22,577)
65,684 
Provisions
— 
 
(121)
(549)
(670)
 
— 
— 
— 
— 
(670)
n/a 
(670)
Total
7,252 
 
21,874 
5,989 
27,863 
 
18,443 
837 
29,748 
3,448 
87,591 
(22,577)
65,014 
 
 
Notes:
(1)
This reflects the amount by which the Group’s credit risk exposure is reduced through arrangements, such as master netting agreements, which give the Group a legal right to set off the financial asset against a financial liability due to the same counterparty. In addition, the Group holds collateral in respect of individual loans and advances to banks and customers. This collateral includes mortgages over property (both personal and commercial); charges over business assets such as plant, inventories and trade debtors; and guarantees of lending from parties other than the borrower. The Group obtains collateral in the form of securities relating to reverse repurchase agreements. Cash and securities are received as collateral in respect of derivative transactions.
(2)
Includes central and local government.
(3)
Includes £79.3 billion (2011 - £79.4 billion; 2010 - £57.2 billion) relating to cash and balances at central banks.
(4)
Loans made by the Group's consolidated conduits to asset owning companies are included within Financal institutions - other.
(5)
Includes instalment credit.
 
 
 
 
163

 
 
Business review Risk and balance sheet management continued
 
 
Asset quality
The asset quality analysis presented below is based on the Group’s internal asset quality ratings which have ranges for the probability of default, as set out below. Customers are assigned credit grades, based on various credit grading models that reflect the key drivers of default for the customer type. All credit grades across the Group map to both a Group level asset quality scale, used for external financial reporting, and a master grading scale for wholesale exposures used for internal management reporting across portfolios. Debt securities are analysed by external ratings and are therefore excluded from the following table and are set out on pages 168 to 171.
 
Asset quality band
Probability of default range
 
AQ1
0% - 0.034%
 
AQ2
0.034% - 0.048%
 
AQ3
0.048% - 0.095%
 
AQ4
0.095% - 0.381%
 
AQ5
0.381% - 1.076%
 
AQ6
1.076% - 2.153%
 
AQ7
2.153% - 6.089%
 
AQ8
6.089% - 17.222%
 
AQ9
17.222% - 100%
 
AQ10
100%
 


   
Loans and advances
       
 
   
Banks
 
Customers
Settlement 
       
 
Cash and 
balances at 
central banks 
Reverse 
repos 
Derivative 
cash 
collateral 
Other 
Total 
 
Reverse 
repos 
Derivative 
cash 
collateral 
Other 
Total 
balances and 
other financial 
assets 
Derivatives 
Commitments 
Contingent 
liabilities 
Total 
2012
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Total
                             
AQ1
78,039 
17,806 
3,713 
10,913 
32,432 
 
42,963 
15,022 
39,734 
97,719 
2,671 
100,652 
63,785 
8,113 
383,411 
AQ2
12 
3,556 
4,566 
526 
8,648 
 
710 
704 
13,101 
14,515 
185 
108,733 
20,333 
2,810 
155,236 
AQ3
1,156 
5,703 
2,241 
2,757 
10,701 
 
2,886 
3,917 
25,252 
32,055 
539 
152,810 
23,727 
7,431 
228,419 
AQ4
100 
6,251 
1,761 
2,734 
10,746 
 
14,079 
2,144 
104,060 
120,283 
1,202 
58,705 
40,196 
5,736 
236,968 
AQ5
 
1,183 
469 
787 
2,439 
 
8,163 
679 
92,147 
100,989 
659 
13,244 
28,165 
2,598 
148,094 
AQ6
 
282 
39 
357 
678 
 
86 
50 
40,096 
40,232 
73 
2,175 
13,854 
1,38
58,392 
AQ7
 
 
236 
238 
 
1,133 
12 
36,223 
37,368 
191 
3,205 
19,219 
1,275 
61,496 
AQ8
 
 
 
68 
68 
 
12,812 
12,818 
262 
5,688 
185 
19,029 
AQ9
 
 
93 
93 
 
23 
17,431 
17,461 
137 
1,360 
1,363 
95 
20,510 
AQ10
 
 
 
 
 
 
 
 
807 
807 
1 
772 
1,454 
238 
3,272 
Past due
 
 
 
 
 
 
 
249 
10,285 
10,534 
999 
 
 
 
11,533 
Impaired
 
 
 
134 
134 
 
— 
 
38,365 
38,365 
 
 
 
 
38,499 
Impairment
  provision
 
 
 
(114)
(114)
 
— 
 
(21,148)
(21,148)
 
 
 
 
(21,262)
Group
79,308 
34,783 
12,789 
18,491 
66,063 
 
70,047 
22,786 
409,165 
501,998 
6,665 
441,918 
217,784 
29,861 
1,343,597 
                               
Core
                             
AQ1
78,003 
17,806 
3,713 
10,519 
32,038 
 
42,963 
15,022 
32,268 
90,253 
2,671 
99,882 
62,440 
7,822 
373,109 
AQ2
12 
3,556 
4,566 
521 
8,643 
 
710 
704 
10,551 
11,965 
185 
108,107 
20,207 
2,792 
151,911 
AQ3
1,046 
5,703 
2,241 
2,738 
10,682 
 
2,886 
3,917 
21,688 
28,491 
539 
152,462 
23,392 
7,419 
224,031 
AQ4
100 
6,251 
1,761 
2,729 
10,741 
 
14,079 
2,144 
99,771 
115,994 
1,202 
57,650 
39,832 
5,648 
231,167 
AQ5
 
1,183 
469 
785 
2,437 
 
8,163 
679 
87,429 
96,271 
659 
12,082 
27,501 
2,508 
141,458 
AQ6
 
282 
39 
356 
677 
 
86 
50 
36,891 
37,027 
73 
1,476 
13,140 
1,353 
53,746 
AQ7
 
 
186 
188 
 
1,133 
12 
32,032 
33,177 
191 
2,536 
17,824 
949 
54,865 
AQ8
 
 
 
68 
68 
 
10,731 
10,737 
247 
5,607 
146 
16,813 
AQ9
 
 
93 
93 
 
 
14,979 
14,986 
137 
979 
1,088 
93 
17,377 
AQ10
 
 
 
 
 
 
 
 
684 
684 
1 
448 
832 
149 
2,114 
Past due
 
 
 
 
 
 
— 
249 
9,528 
9,777 
991 
 
 
 
10,768 
Impaired
 
 
 
133 
133 
 
 
 
17,418 
17,418 
 
 
 
 
17,551 
Impairment
  provision
 
 
 
(113)
(113)
 
 
 
(9,949)
(9,949)
 
 
 
 
(10,062)
Group
79,162 
34,783 
12,789 
18,015 
65,587 
 
70,024 
22,786 
364,021 
456,831 
6,657 
435,869 
211,863 
28,879 
1,284,848 

 
 
 
 
164

 
 
Business review Risk and balance sheet management continued
 
 
 
Balance sheet analysis: Asset quality continued
 
   
Loans and advances
         
   
Banks
 
Customers
         
 
Cash and 
balances at 
central banks 
Reverse 
repos 
Derivative 
cash 
collateral 
Other 
Total 
 
Reverse 
repos 
Derivative 
cash 
collateral 
Other 
Total 
Settlement 
balances and 
other financial 
assets 
Derivatives 
Commitments 
Contingent 
liabilities 
Total 
2012
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Non-Core
                             
AQ1
36 
394 
394 
 
7,466 
7,466 
770 
1,345 
291 
10,302 
AQ2
 
2,550 
2,550 
626 
126 
18 
3,325 
AQ3
110 
19 
19 
 
3,564 
3,564 
348 
335 
12 
4,388 
AQ4
 
4,289 
4,289 
1,055 
364 
88 
5,801 
AQ5
 
4,718 
4,718 
1,162 
664 
90 
6,636 
AQ6
 
3,205 
3,205 
699 
714 
27 
4,646 
AQ7
50 
50 
 
4,191 
4,191 
669 
1,395 
326 
6,631 
AQ8
 
2,081 
2,081 
15 
81 
39 
2,216 
AQ9
 
23 
2,452 
2,475 
381 
275 
3,133 
AQ10
 
123 
123 
324 
622 
89 
1,158 
Past due
 
757 
757 
765 
Impaired
 
— 
20,947 
20,947 
20,948 
Impairment
  provision
(1)
(1)
 
— 
(11,199)
(11,199)
(11,200)
Group
146 
476 
476 
 
23 
45,144 
45,167 
6,049 
5,921 
982 
58,749 
 
 
 
Cash and 
balances at 
 
Loans and advances
Settlement 
balances and other 
   
Contingent 
 
 
central banks 
Banks (1)
Customers 
financial assets 
Derivatives 
Commitments 
liabilities 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Total
               
AQ1
78,692 
74,279 
114,424 
5,152 
482,053 
75,356 
14,076 
844,032 
AQ2
342 
1,881 
15,810 
93 
8,177 
24,269 
3,154 
53,726 
AQ3
223 
1,981 
34,017 
546 
10,827 
23,471 
4,427 
75,492 
AQ4
19 
1,612 
108,262 
760 
14,421 
40,071 
5,847 
170,992 
AQ5
90 
1,261 
118,056 
124 
6,516 
34,593 
4,301 
164,941 
AQ6
188 
50,428 
46 
2,221 
17,153 
1,662 
71,707 
AQ7
432 
33,218 
13 
2,393 
19,163 
1,037 
56,264 
AQ8
30 
12,622 
19 
1,252 
4,159 
276 
18,365 
AQ9
83 
16,429 
324 
1,150 
2,286 
943 
21,220 
AQ10
164 
784 
1,047 
2,354 
221 
4,577 
Past due
— 
11,591 
1,623 
— 
— 
— 
13,216 
Impaired
— 
137 
39,921 
414 
— 
— 
— 
40,472 
Impairment provision
— 
(123)
(20,551)
(26)
— 
— 
— 
(20,700)
Group
79,396 
81,927 
535,011 
9,094 
530,057 
242,875 
35,944 
1,514,304 
                 
Core
               
AQ1
78,634 
73,689 
95,691 
5,034 
478,177 
69,220 
13,249 
813,694 
AQ2
342 
1,877 
14,158 
91 
7,500 
23,404 
3,122 
50,494 
AQ3
56 
1,967 
30,546 
546 
10,360 
22,319 
4,354 
70,148 
AQ4
18 
1,557 
101,646 
759 
13,475 
38,808 
5,655 
161,918 
AQ5
90 
1,256 
110,911 
124 
5,087 
33,226 
4,092 
154,786 
AQ6
140 
44,012 
46 
1,987 
16,118 
1,634 
63,946 
AQ7
432 
28,953 
13 
796 
17,514 
949 
48,665 
AQ8
20 
10,608 
19 
666 
4,068 
236 
15,624 
AQ9
83 
11,938 
276 
592 
1,769 
898 
15,561 
AQ10
164 
478 
339 
1,274 
180 
2,442 
Past due
— 
10,047 
1,623 
— 
— 
— 
11,672 
Impaired
— 
136 
16,457 
413 
— 
— 
— 
17,006 
Impairment provision
— 
(122)
(9,065)
(25)
— 
— 
— 
(9,212)
Group
79,17
81,201 
466,380 
8,925 
518,979 
227,720 
34,369 
1,416,744 
 
For the note to these tables refer to page 167.
 
 
 
 
 
165

 
 
Business review Risk and balance sheet management continued
 

 
 
Cash and 
balances at 
Loans and advances
Settlement 
balances and other 
   
Contingent 
 
 
central banks 
Banks (1)
Customers 
financial assets 
Derivatives 
Commitments 
liabilities 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Non-Core
               
AQ1
58 
590 
18,733 
118 
3,876 
6,136 
827 
30,338 
AQ2
— 
1,652 
677 
865 
32 
3,232 
AQ3
167 
14 
3,471 
— 
467 
1,152 
73 
5,344 
AQ4
55 
6,616 
946 
1,263 
192 
9,074 
AQ5
— 
7,145 
— 
1,429 
1,367 
209 
10,155 
AQ6
— 
48 
6,416 
— 
234 
1,035 
28 
7,761 
AQ7
— 
— 
4,265 
— 
1,597 
1,649 
88 
7,599 
AQ8
— 
10 
2,014 
— 
586 
91 
40 
2,741 
AQ9
— 
— 
4,491 
48 
558 
517 
45 
5,659 
AQ10
— 
— 
306 
— 
708 
1,080 
41 
2,135 
Past due
— 
— 
1,544 
— 
— 
— 
— 
1,544 
Impaired
— 
23,464 
— 
— 
— 
23,466 
Impairment provision
— 
(1)
(11,486)
(1)
— 
— 
— 
(11,488)
Group
226 
726 
68,631 
169 
11,078 
15,155 
1,575 
97,560 
                 
2010
               
Total
               
AQ1
56,655 
92,494 
128,817 
7,757 
411,375 
78,728 
9,745 
785,571 
AQ2
14 
598 
13,282 
1,411 
3,704 
26,128 
1,980 
47,117 
AQ3
48 
2,197 
26,232 
156 
3,317 
25,731 
4,337 
62,018 
AQ4
372 
748 
95,777 
577 
3,391 
41,027 
6,522 
148,414 
AQ5
99 
2,322 
115,982 
259 
5,399 
38,612 
5,169 
167,842 
AQ6
159 
66,683 
34 
1,070 
25,991 
2,230 
96,170 
AQ7
178 
46,072 
150 
1,464 
18,752 
2,456 
69,074 
AQ8
— 
15 
16,573 
14 
403 
9,289 
9,545 
35,839 
AQ9
— 
115 
14,263 
85 
521 
3,889 
932 
19,805 
AQ10
355 
5,644 
1,581 
2,829 
407 
10,823 
Past due
— 
10 
13,430 
2,675 
— 
— 
— 
16,115 
Impaired
— 
145 
35,609 
375 
— 
— 
— 
36,129 
Impairment provision
— 
(127)
(18,091)
(29)
— 
— 
— 
(18,247)
Group before RFS MI
57,198 
99,209 
560,273 
13,466 
432,225 
270,976 
43,323 
1,476,670 
RFS MI
— 
2
— 
— 
— 
— 
32 
34 
Group
57,198 
99,211 
560,273 
13,466 
432,225 
270,976 
43,355 
1,476,704 
                 
Core
               
AQ1
56,637 
91,298 
103,645 
7,180 
396,419 
71,091 
9,651 
735,921 
AQ2
14 
550 
10,534 
1,274 
2,243 
24,923 
1,728 
41,266 
AQ3
48 
2,165 
23,102 
155 
3,132 
23,546 
4,268 
56,416 
AQ4
10 
539 
85,779 
577 
3,017 
36,909 
5,070 
131,901 
AQ5
99 
2,247 
100,051 
79 
3,988 
35,302 
4,924 
146,690 
AQ6
138 
53,498 
34 
805 
24,050 
2,140 
80,668 
AQ7
154 
38,438 
70 
595 
17,605 
2,309 
59,173 
AQ8
— 
15 
13,290 
14 
257 
8,617 
9,434 
31,627 
AQ9
— 
107 
9,898 
52 
237 
3,442 
886 
14,622 
AQ10
300 
2,777 
368 
1,500 
250 
5,202 
Past due
— 
10,744 
2,629 
— 
— 
— 
13,376 
Impaired
— 
144 
13,367 
375 
— 
— 
— 
13,886 
Impairment provision
— 
(126)
(7,740)
(29)
— 
— 
— 
(7,895)
Group
56,818 
97,534 
457,383 
12,412 
411,061 
246,985 
40,660 
1,322,853 

For the note to these tables refer to page 167.
 
 
 
 
166

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: Asset quality continued

 
Cash and 
balances at 
Loans and advances
Settlement 
balances and other 
   
Contingent 
 
 
central banks 
Banks (1)
Customers 
financial assets 
Derivatives 
Commitments 
liabilities 
Total 
2010
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Non-Core
               
AQ1
18 
1,196 
25,172 
577 
14,956 
7,637 
94 
49,650 
AQ2
— 
48 
2,748 
137 
1,461 
1,205 
252 
5,851 
AQ3
— 
32 
3,130 
185 
2,185 
69 
5,602 
AQ4
362 
209 
9,998 
— 
374 
4,118 
1,452 
16,513 
AQ5
— 
75 
15,931 
180 
1,411 
3,310 
245 
21,152 
AQ6
— 
21 
13,185 
— 
265 
1,941 
90 
15,502 
AQ7
— 
24 
7,634 
80 
869 
1,147 
147 
9,901 
AQ8
— 
— 
3,283 
— 
146 
672 
111 
4,212 
AQ9
— 
4,365 
33 
284 
447 
46 
5,183 
AQ10
— 
55 
2,867 
— 
1,213 
1,329 
157 
5,621 
Past due
— 
2,686 
46 
— 
— 
— 
2,739 
Impaired
— 
22,242 
— 
— 
— 
— 
22,243 
Impairment provision
— 
(1)
(10,351)
— 
— 
— 
— 
(10,352)
Group before RFS MI
380 
1,675 
102,890 
1,054 
21,164 
23,991 
2,663 
153,817 
RFS MI
— 
— 
— 
— 
— 
32 
34 
Group
380 
1,677 
102,890 
1,054 
21,164 
23,991 
2,695 
153,851 

Note:
(1)
Excludes items in the course of collection from other banks (2011 - £1,470 million; 2010 - £1,958 million).


Key points
·
In 2012, the Group implemented updates to certain models, including those used for sovereign and financial institution counterparties, to incorporate more recent data and reflect new regulatory requirements applicable to wholesale internal ratings based modelling. This has resulted in ratings migration from AQ1, primarily to AQ2-AQ5. However, it is not practicable to quantify the impact of model updates on individual asset quality bands. The Group had modified various risk frameworks, including risk appetite framework and latent loss assessment in anticipation of these changes. Further updates, primarily of models used for the corporate counterparties, are planned for 2013. The AQ composition of the corporate portfolio has not changed materially during the year.

·
Loans and advances to banks: AQ1 balances decreased by £41.8 billion reflecting the balance sheet reduction, mainly in Markets and also the impact of model changes which resulted in certain counterparties moving to lower AQ bands, primarily to AQ2-AQ4, which increased by £6.8 billion, £8.7 billion and £9.1 billion respectively.
 
·
Loans and advances to customers: Lower internal ratings due to model changes resulted in balances shifting from AQ1 to lower bands. The decrease in AQ5 and AQ6 balances is in line with the overall balance sheet reduction.
 
·
Derivatives: Balance sheet reductions in Markets and model updates resulted in decrease in AQ1 balances. Increase in AQ2-AQ4 balances reflects the re-grading of counterparties previously included in AQ1.

·
Impaired and past due assets, net of impairment provisions, comprise 37% of Non-Core balances. Continued weakness in commercial real estate market overall and difficult conditions in Ireland are significant contributors to this.
 
 
 
 
167

 
 
Business review Risk and balance sheet management continued

 
Debt securities
IFRS measurement classification and issuer
The table below analyses debt securities by issuer and IFRS measurement classifications. US central and local government includes US federal agencies; financial institutions includes US government sponsored agencies and securitisation entities.

 
Central and local government
 
Other financial 
     
Of which 
 
UK 
US 
Other 
Banks 
institutions 
Corporate 
Total 
ABS (1)
2012
£m 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
Held-for-trading (HFT)
7,692 
17,349 
27,195 
2,243 
21,876 
2,015 
78,370 
 
18,619 
Designated as at fair value
— 
— 
123 
86 
610 
54 
873 
 
516 
Available-for-sale
9,774 
19,046 
16,155 
8,861 
23,890 
3,167 
80,893 
 
30,743 
Loans and receivables
5
— 
— 
365 
3,728 
390 
4,488 
 
3,707 
Long positions
17,471 
36,395 
43,473 
11,555 
50,104 
5,626 
164,624 
 
53,585 
                   
Of which US agencies
— 
5,380 
— 
— 
21,566 
— 
26,946 
 
24,828 
                   
Short positions (HFT)
(1,538)
(10,658)
(11,355)
(1,036)
(1,595)
(798)
(26,980)
 
(17)
                   
Available-for-sale
                 
Gross unrealised gains
1,007 
1,092 
1,187 
110 
660 
120 
4,176 
 
764 
Gross unrealised losses
— 
(1)
(14)
(509)
(1,319)
(4)
(1,847)
 
(1,817)
                   
2011
                 
Held-for-trading
9,004 
19,636 
36,928 
3,400 
23,160 
2,948 
95,076 
 
20,816 
Designated as at fair value
— 
127 
53 
457 
647 
 
558 
Available-for-sale
13,436 
20,848 
25,552 
13,175 
31,752 
2,535 
107,298 
 
40,735 
Loans and receivables
10 
— 
312 
5,259 
477 
6,059 
 
5,200 
Long positions
22,451 
40,484 
62,608 
16,940 
60,628 
5,969 
209,080 
 
67,309 
                   
Of which US agencies
— 
4,896 
— 
— 
25,924 
— 
30,820 
 
28,558 
                   
Short positions (HFT)
(3,098)
(10,661)
(19,136)
(2,556)
(2,854)
(754)
(39,059)
 
(352)
                   
Available-for-sale
                 
Gross unrealised gains
1,428 
1,311 
1,180 
52 
913 
94 
4,978 
 
1,001 
Gross unrealised losses
— 
— 
(171)
(838)
(2,386)
(13)
(3,408)
 
(3,158)
                   
2010
                 
Held-for-trading
5,097 
15,648 
42,828 
5,486 
23,711 
6,099 
98,869 
 
21,988 
Designated as at fair value
117 
262 
10 
402 
 
119 
Available-for-sale
8,377 
22,244 
32,865 
16,982 
29,148 
1,514 
111,130 
 
42,515 
Loans and receivables
11 
— 
— 
6,686 
381 
7,079 
 
6,203 
Long positions
13,486 
38,009 
75,955 
22,473 
59,553 
8,004 
217,480 
 
70,825 
                   
Of which US agencies
— 
6,811 
— 
— 
21,686 
— 
28,497 
 
25,375 
                   
Short positions (HFT)
(4,200)
(10,943)
(18,913)
(1,844)
(3,356)
(1,761)
(41,017)
 
(1,335)
                   
Available-for-sale
                 
Gross unrealised gains
349 
525 
700 
143 
827 
51 
2,595 
 
1,057 
Gross unrealised losses
(10)
(2)
(618)
(786)
(2,626)
(55)
(4,097)
 
(3,396)

Note:
(1)
Asset-backed securities.
 
 
 
 
 
168

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: Debt securities continued
Key points
Debt securities decreased by £44.5 billion or 21% during the year, principally due to a reduction of £26.4 billion in available-for-sale (AFS) across the Group and £16.7 billion of HFT positions within Markets reflecting a combination of de-risking strategies and active balance sheet management.

HFT
·
The £16.7 billion decrease comprised £13.3 billion of central and local government, £1.3 billion financial institutions, £1.2 billion of banks and £0.9 billion of corporate:

·
Decrease in UK and US government bonds of £1.3 billion and £2.3 billion respectively reflected maturities and disposals in line with Markets balance sheet management strategy and unwinding of positions.

·
Reduction in other government bonds principally French, Italian, Swiss and Japanese, was partially offset by moves to German and Belgian bonds.

AFS
·
Decreased by £26.4 billion, comprising £14.9 billion of central and local government, other financial institutions £7.9 billion, banks £4.3 billion offset by an increase in Corporate of £0.6 billion:

·
UK and US government bonds fell by £3.7 billion and £1.8 billion respectively, primarily due to disposals.

·
Group Treasury reduced its liquidity portfolio, reflecting smaller balance sheet resulting in lower government bonds primarily German and French (£6.0 billion)

·
Japanese government bonds fell by £2.2 billion as lower collateral was required following a change in clearing status from direct (self- clearing) to agency.

·
Reduction in ABS: US agency decrease reflected maturities and disposals in light of favourable market conditions in the US, Markets, and US Retail & Commercial; and Non-Core strategic reductions also contributed to the decrease in bonds issued by financial institutions.

·
Bank bonds decreased by £4.3 billion of which £1.7 billion related to Spanish covered bonds reflecting disposals by Group Treasury, and lower positions in Australian and German securities reflected the close out of positions and maturities, respectively.
 
 
Ratings
The table below analyses debt securities by issuer and external ratings. Ratings are based on the lower of Standard and Poor’s, Moody’s and Fitch.

 
Central and local government
 
Other financial  
 
 
 
Of which  
2012
UK 
£m 
US 
£m 
Other 
£m 
Banks 
£m 
institutions 
£m
Corporate 
£m
Total 
£m
Total 
%
ABS (1)
£m
Total
                 
AAA
17,471 
31 
17,167 
2,304 
11,502 
174 
48,649 
30 
10,758 
AA to AA+
— 
36,357 
7,424 
1,144 
26,403 
750 
72,078 
44 
28,775 
A to AA-
— 
11,707 
2,930 
3,338 
1,976 
19,957 
12 
2,897 
BBB- to A-
— 
— 
6,245 
4,430 
4,217 
1,643 
16,535 
10 
7,394 
Non-investment grade
— 
— 
928 
439 
3,103 
614 
5,084 
2,674 
Unrated
— 
308 
1,541 
469 
2,321 
1,087 
 
17,471 
36,395 
43,473 
11,555 
50,104 
5,626 
164,624 
100 
53,585 
                   
Core
                 
AAA
17,471 
31 
17,161 
2,296 
10,023 
172 
47,154 
30 
9,319 
AA to AA+
— 
36,283 
7,419 
1,137 
24,879 
748 
70,466 
45 
27,255 
A to AA-
— 
6
11,707 
2,920 
2,019 
1,968 
18,620 
12 
1,603 
BBB- to A-
— 
— 
6,245 
4,430 
3,701 
1,602 
15,978 
10 
6,812 
Non-investment grade
— 
— 
682 
439 
2,361 
496 
3,978 
2
2,176 
Unrated
— 
1
2
294 
1,297 
338 
1,932 
1
859 
 
17,471 
36,321 
43,216 
11,516 
44,280 
5,324 
158,128 
100 
48,024 
                   
Non-Core
                 
AAA
— 
— 
6
8
1,479 
2
1,495 
23 
1,439 
AA to AA+
— 
74 
5
7
1,524 
2
1,612 
25 
1,520 
A to AA-
— 
— 
— 
10 
1,319 
8
1,337 
21 
1,294 
BBB- to A-
— 
— 
— 
— 
516 
41 
557 
582 
Non-investment grade
— 
— 
246 
— 
742 
118 
1,106 
17 
498 
Unrated
— 
— 
— 
14 
244 
131 
389 
6
228 
 
— 
74 
257 
39 
5,824 
302 
6,496 
100 
5,561 

For the note to these tables refer to page 171.
 
 
 
 
169

 
 
Business review Risk and balance sheet management continued


 
 
Central and local government
 
Other financial  
 
 
 
Of which  
2011
UK 
£m 
US 
£m 
Other 
£m 
Banks 
£m 
institutions 
£m
Corporate 
£m
Total 
£m
Total 
%
ABS (1)
£m
Total
                 
AAA
22,451 
45 
32,522 
5,155 
15,908 
452 
76,533 
37 
17,156 
AA to AA+
— 
40,435 
2,000 
2,497 
30,403 
639 
75,974 
36 
33,615 
A to AA-
— 
24,966 
6,387 
4,979 
1,746 
38,079 
18 
6,331 
BBB- to A-
— 
— 
2,194 
2,287 
2,916 
1,446 
8,843 
4,480 
Non-investment grade
— 
— 
924 
575 
5,042 
1,275 
7,816 
4,492 
Unrated
— 
39 
1,380 
411 
1,835 
1,235 
 
22,451 
40,484 
62,608 
16,940 
60,628 
5,969 
209,080 
100 
67,309 
                   
Core
                 
AAA
22,112 
45 
32,489 
4,601 
13,245 
448 
72,940 
37 
14,534 
AA to AA+
— 
40,435 
1,995 
2,434 
28,125 
565 
73,554 
38 
31,323 
A to AA-
— 
24,964 
6,302 
3,348 
1,614 
36,229 
18 
4,731 
BBB- to A-
— 
— 
2,194 
2,272 
1,727 
1,232 
7,425 
3,188 
Non-investment grade
— 
— 
723 
559 
2,542 
1,048 
4,872 
2,552 
Unrated
— 
25 
821 
260 
1,110 
785 
 
22,112 
40,484 
62,366 
16,193 
49,808 
5,167 
196,130 
100 
57,113 
                   
Non-Core
                 
AAA
339 
— 
33 
554 
2,663 
3,593 
28 
2,622 
AA to AA+
— 
— 
63 
2,278 
74 
2,420 
19 
2,292 
A to AA-
— 
— 
85 
1,631 
132 
1,850 
14 
1,600 
BBB- to A-
— 
— 
— 
15 
1,189 
214 
1,418 
11 
1,292 
Non-investment grade
— 
— 
201 
16 
2,500 
227 
2,944 
23 
1,940 
Unrated
— 
— 
14 
559 
151 
725 
450 
 
339 
— 
242 
747 
10,820 
802 
12,950 
100 
10,196 

For the note to these tables refer to page 171.
 
 
 
 
170

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: Debt securities continued

 
Central and local government
 
Other financial  
 
 
 
Of which  
2010
UK 
£m 
US 
£m 
Other 
£m 
Banks 
£m
institutions 
£m
Corporate 
£m
Total 
£m
Total (2)
%
ABS (1)
£m
Total
                 
AAA
13,486 
38,009 
44,123 
10,704 
39,388 
878 
146,588 
67 
51,235 
AA to AA+
— 
— 
18,025 
3,511 
6,023 
616 
28,175 
13 
6,335 
A to AA-
— 
— 
9,138 
4,926 
2,656 
1,155 
17,875 
3,244 
BBB- to A-
— 
— 
2,845 
1,324 
3,412 
2,005 
9,586 
3,385 
Non-investment grade
— 
— 
1,770 
1,528 
5,522 
2,425 
11,245 
4,923 
Unrated
— 
— 
54 
480 
2,552 
925 
4,011 
1,703 
 
13,486 
38,009 
75,955 
22,473 
59,553 
8,004 
217,480 
100 
70,825 
                   
Core
                 
AAA
13,110 
37,698 
44,101 
10,532 
35,595 
839 
141,875 
70 
47,441 
AA to AA+
— 
— 
18,025 
3,485 
3,242 
612 
25,364 
13 
3,656 
A to AA-
— 
— 
9,138 
4,420 
1,605 
1,089 
16,252 
1,879 
BBB- to A-
— 
— 
2,845 
1,050 
1,412 
1,903 
7,210 
1,108 
Non-investment grade
— 
— 
1,464 
1,444 
3,658 
2,014 
8,580 
3,052 
Unrated
— 
— 
53 
420 
1,375 
768 
2,616 
978 
 
13,110 
37,698 
75,626 
21,351 
46,887 
7,225 
201,897 
100 
58,114 
                   
Non-Core
                 
AAA
376 
311 
22 
172 
3,793 
39 
4,713 
30 
3,794 
AA to AA+
— 
— 
— 
26 
2,781 
2,811 
18 
2,679 
A to AA-
— 
— 
— 
506 
1,051 
66 
1,623 
11 
1,365 
BBB- to A-
— 
— 
— 
274 
2,000 
102 
2,376 
15 
2,277 
Non-investment grade
— 
— 
306 
84 
1,864 
411 
2,665 
17 
1,871 
Unrated
— 
— 
60 
1,177 
157 
1,395 
725 
 
376 
311 
329 
1,122 
12,666 
779 
15,583 
100 
12,711 

Notes:
(1)
Asset-backed securities.
(2)
Percentage calculated on Group before RFS MI.


Key points
·
AAA rated debt securities decreased as France and Austria were downgraded to AA+ in the first half of 2012 and also reflected the Group’s reduced holdings of UK government bonds. Additionally, certain Spanish covered bonds were downgraded in the first half of 2012.
 
·
The decrease in A to AA- debt securities related to downgrades of Italy and Spain to BBB+ and BBB- respectively, in the first half of 2012, along with a downgrade of selected banks.

·
Non-investment grade and unrated debt securities decreased by £2.2 billion and accounted for 4% of the portfolio.
 
 
 
 
171

 
 
Business review Risk and balance sheet management continued

 
Asset-backed securities
Introduction
The Group structures, originates, distributes and trades debt in the form of loan, bond and derivative instruments in all major currencies and debt capital markets in North America, Western Europe, Asia and major emerging markets. The carrying value of the Group's debt securities is detailed below.

The Group’s credit market activities gave rise to risk concentrations in asset-backed securities (ABS). The Group has exposures to ABS, which are predominantly debt securities, but can also be held in derivative form. ABS have an interest in an underlying pool of referenced assets. The risks and rewards of the referenced pool are passed onto investors by the issue of securities with varying seniority by a special purpose entity.

Debt securities include residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), collateralised debt obligations (CDOs), collateralised loan obligations (CLOs) and other ABS. In many cases, the risk associated with these assets is hedged by credit derivatives. The counterparties to some of these hedge transactions are monoline insurers.

The following tables summarise the gross and net exposures and carrying values of these securities by the location of the underlying assets at 31 December 2012, 2011 and 2010 and by IFRS measurement classification of held-for-trading (HFT), designated at fair value (DFV), available-for-sale (AFS) and loans and receivables (LAR). Gross exposures represent the principal amounts relating to ABS. Government sponsored or similar RMBS comprises securities that are: (a) guaranteed or effectively guaranteed by the US government, by way of its support for US federal agencies and government sponsored enterprises or (b) guaranteed by the Dutch government. Net exposures represent the carrying value after taking account of protection purchased from monoline insurers and other counterparties, but exclude the effect of counterparty credit valuation adjustments. The hedge provides credit protection of both principal and interest cash flows in the event of default by the counterparty. The value of this protection is based on the underlying instrument being protected.

Residential mortgage-backed securities
RMBS are securities that represent an interest in a portfolio of residential mortgages. Repayments made on the underlying mortgages are used to make payments to holders of the RMBS. The risk of the RMBS will vary primarily depending on the quality and geographic region in which the underlying mortgage assets are located and the credit enhancement of the securitisation structure. Several tranches of notes are issued, each secured against the same portfolio of mortgages, but providing differing levels of seniority to match the risk appetite of investors. The most junior (or equity) notes will suffer early capital and interest losses experienced by the referenced mortgage collateral, with each more senior note benefiting from the protection provided by the subordinated notes below. Additional credit enhancements may be provided to the holder of senior RMBS notes, including provided by monoline insurers.

The main categories of mortgages that serve as collateral to RMBS held by the Group with related vintages are set out below and described in the Glossary on pages 494 to 501. The US market has more established definitions of differing underlying mortgage quality and these are used as the basis for the Group's RMBS categorisation.

The Group RMBS classifications include sub-prime and non-conforming. Non-conforming RMBS include Alt-A RMBS. Classification as sub-prime or Alt-A is based on Fair Isaac Corporation scores (FICO), level of documentation and loan-to-value (LTV) ratios of the underlying mortgage loans. RMBS are classified as sub-prime if the mortgage portfolio comprises loans with FICO scores between 500 and 650 with full or limited documentation. Mortgages in Alt-A RMBS portfolios have FICO scores of 640 to 720, limited documentation and an original LTV of 70% to 100%.


 
 
172

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: Debt securities continued
Product, geography and IFRS measurement classification

 
US 
UK 
Europe 
RoW 
Total 
HFT 
DFV 
AFS 
LAR 
2012
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Gross exposure
                 
RMBS: government sponsored or
  similar
22,162 
— 
5,366 
18 
27,546 
13,961 
— 
13,585 
— 
RMBS: prime
819 
2,821 
1,181 
403 
5,224 
753 
509 
3,876 
86 
RMBS: non-conforming
595 
2,077 
58 
— 
2,730 
202 
— 
1,235 
1,293 
RMBS: sub-prime
968 
99 
66 
1,138 
1,027 
— 
106 
MBS: covered bond
46 
172 
6,129 
— 
6,347 
— 
— 
6,347 
— 
CMBS
3,352 
1,121 
671 
5,147 
1,992 
— 
2,327 
828 
CDOs
4,002 
42 
404 
— 
4,448 
3,111 
— 
1,307 
30 
CLOs
2,705 
44 
787 
— 
3,536 
1,049 
— 
2,422 
65 
ABS covered bond
— 
132 
374 
16 
522 
— 
— 
522 
— 
Other ABS
1,632 
1,873 
1,111 
306 
4,922 
1,667 
7
1,774 
1,474 
 
36,281 
8,381 
16,147 
751 
61,560 
23,762 
516 
33,400 
3,882 
                   
Carrying value
                 
RMBS: government sponsored or
  similar
22,460 
— 
4,879 
18 
27,357 
13,959 
— 
13,398 
— 
RMBS: prime
717 
2,552 
912 
390 
4,571 
569 
509 
3,420 
73 
RMBS: non-conforming
477 
1,918 
58 
— 
2,453 
150 
— 
1,009 
1,294 
RMBS: sub-prime
660 
73 
46 
784 
682 
— 
— 
102 
MBS: covered bond
48 
204 
5,478 
— 
5,730 
— 
— 
5,730 
— 
CMBS
3,274 
821 
425 
3
4,523 
1,489 
— 
2,284 
750 
CDOs
480 
22 
218 
— 
720 
104 
— 
589 
27 
CLOs
2,550 
12 
464 
— 
3,026 
697 
— 
2,266 
63 
ABS covered bond
— 
137 
380 
16 
533 
— 
— 
533 
— 
Other ABS
1,401 
1,263 
929 
295 
3,888 
969 
7
1,514 
1,398 
 
32,067 
7,002 
13,789 
727 
53,585 
18,619 
516 
30,743 
3,707 
                   
Net exposure
                 
RMBS: government sponsored or
  similar
22,460 
— 
4,879 
18 
27,357 
13,959 
— 
13,398 
— 
RMBS: prime
513 
2,549 
911 
383 
4,356 
554 
509 
3,221 
72 
RMBS: non-conforming
277 
1,908 
58 
— 
2,243 
110 
— 
839 
1,294 
RMBS: sub-prime
417 
73 
46 
4
540 
439 
— 
— 
101 
MBS: covered bond
48 
204 
5,478 
— 
5,730 
— 
— 
5,730 
— 
CMBS
2,535 
821 
425 
3
3,784 
750 
— 
2,284 
750 
CDOs
162 
22 
212 
1
397 
79 
— 
290 
28 
CLOs
879 
12 
459 
— 
1,350 
639 
— 
648 
63 
ABS covered bond
— 
137 
380 
16 
533 
— 
— 
533 
— 
Other ABS
1,257 
1,170 
929 
163 
3,519 
601 
7
1,513 
1,398 
 
28,548 
6,896 
13,777 
588 
49,809 
17,131 
516 
28,456 
3,706 


 
 
173

 
 
Business review Risk and balance sheet management continued

 
 
US 
UK 
Europe 
RoW 
Total 
HFT 
DFV 
AFS 
LAR 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Gross exposure
                 
RMBS: government sponsored or
  similar
27,549 
— 
5,884 
33,435 
15,031 
— 
18,404 
— 
RMBS: prime
1,201 
3,487 
1,541 
484 
6,713 
1,090 
567 
4,977 
79 
RMBS: non-conforming
1,220 
2,197 
74 
— 
3,491 
717 
— 
1,402 
1,372 
RMBS: sub-prime
1,847 
427 
94 
2,370 
2,183 
— 
22 
165 
MBS: covered bond
133 
203 
8,256 
— 
8,592 
— 
— 
8,592 
— 
CMBS
1,623 
1,562 
883 
4,069 
2,001 
— 
862 
1,206 
CDOs
7,889 
72 
469 
— 
8,430 
4,455 
— 
3,885 
90 
CLOs
5,019 
156 
1,055 
— 
6,230 
1,294 
— 
4,734 
202 
ABS covered bond
21 
71 
948 
1,044 
— 
— 
1,044 
— 
Other ABS
2,085 
1,844 
1,746 
992 
6,667 
1,965 
17 
2,389 
2,296 
 
48,587 
10,019 
20,950 
1,485 
81,041 
28,736 
584 
46,311 
5,410 
                   
Carrying value
                 
RMBS: government sponsored or
  similar
28,022 
— 
5,549 
33,573 
15,132 
— 
18,441 
— 
RMBS: prime
1,035 
3,038 
1,206 
466 
5,745 
872 
558 
4,243 
72 
RMBS: non-conforming
708 
1,897 
74 
— 
2,679 
327 
— 
980 
1,372 
RMBS: sub-prime
686 
144 
72 
904 
737 
— 
158 
MBS: covered bond
136 
209 
7,175 
— 
7,520 
— 
— 
7,520 
— 
CMBS
1,502 
1,253 
635 
3,391 
1,513 
— 
716 
1,162 
CDOs
1,632 
31 
294 
— 
1,957 
315 
— 
1,555 
87 
CLOs
4,524 
98 
719 
— 
5,341 
882 
— 
4,280 
179 
ABS covered bond
19 
70 
953 
1,046 
— 
— 
1,046 
— 
Other ABS
1,715 
947 
1,525 
966 
5,153 
1,038 
— 
1,945 
2,170 
 
39,979 
7,687 
18,202 
1,441 
67,309 
20,816 
558 
40,735 
5,200 
                   
Net exposure
                 
RMBS: government sponsored or
  similar
28,022 
— 
5,549 
33,573 
15,132 
— 
18,441 
— 
RMBS: prime
825 
3,456 
1,005 
458 
5,744 
447 
557 
4,668 
72 
RMBS: non-conforming
677 
2,225 
74 
— 
2,976 
284 
— 
1,320 
1,372 
RMBS: sub-prime
385 
138 
67 
592 
434 
— 
— 
158 
MBS: covered bond
136 
209 
7,175 
— 
7,520 
— 
— 
7,520 
— 
CMBS
860 
1,253 
543 
2,657 
777 
— 
718 
1,162 
CDOs
1,030 
31 
294 
— 
1,355 
304 
— 
964 
87 
CLOs
1,367 
98 
712 
— 
2,177 
827 
— 
1,171 
179 
ABS covered bond
19 
70 
952 
1,045 
— 
— 
1,045 
— 
Other ABS
1,456 
843 
1,527 
804 
4,630 
617 
— 
1,941 
2,071 
 
34,777 
8,323 
17,898 
1,271 
62,269 
18,822 
557 
37,788 
5,101 

 
 
 
174

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: Debt securities continued

 
US 
UK 
Europe 
RoW 
Total 
HFT 
DFV 
AFS 
LAR 
2010
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Gross exposure
                 
RMBS: government sponsored or
  similar
24,207 
16 
6,422 
— 
30,645 
13,840 
— 
16,805 
— 
RMBS: prime
1,784 
3,385 
1,118 
192 
6,479 
1,605 
4,749 
124 
RMBS: non-conforming
1,249 
2,107 
92 
— 
3,448 
708 
— 
1,313 
1,427 
RMBS: sub-prime
792 
365 
139 
221 
1,517 
819 
— 
496 
202 
MBS: covered bond
138 
208 
8,525 
— 
8,871 
— 
— 
8,871 
— 
CMBS
3,086 
1,451 
912 
45 
5,494 
2,646 
120 
1,409 
1,319 
CDOs
12,156 
128 
453 
— 
12,737 
7,951 
— 
4,687 
99 
CLOs
6,038 
134 
879 
7,060 
1,062 
— 
5,572 
426 
ABS covered bond
— 
— 
1,908 
— 
1,908 
— 
— 
1,908 
— 
Other ABS
3,104 
1,144 
963 
1,705 
6,916 
1,533 
— 
2,615 
2,768 
 
52,554 
8,938 
21,411 
2,172 
85,075 
30,164 
121 
48,425 
6,365 
                   
Carrying value
                 
RMBS: government sponsored or
  similar
24,390 
16 
5,958 
— 
30,364 
13,765 
— 
16,599 
— 
RMBS: prime
1,624 
3,000 
931 
192 
5,747 
1,384 
4,249 
113 
RMBS: non-conforming
1,084 
1,959 
92 
— 
3,135 
605 
— 
1,102 
1,428 
RMBS: sub-prime
638 
255 
120 
205 
1,218 
681 
— 
344 
193 
MBS: covered bond
142 
208 
7,522 
— 
7,872 
— 
— 
7,872 
— 
CMBS
2,936 
1,338 
638 
38 
4,950 
2,262 
118 
1,281 
1,289 
CDOs
3,135 
69 
254 
— 
3,458 
1,341 
— 
2,021 
96 
CLOs
5,334 
102 
635 
6,074 
691 
— 
4,958 
425 
ABS covered bond
— 
— 
1,861 
— 
1,861 
— 
— 
1,861 
— 
Other ABS
2,780 
945 
754 
1,667 
6,146 
1,259 
— 
2,228 
2,659 
 
42,063 
7,892 
18,765 
2,105 
70,825 
21,988 
119 
42,515 
6,203 
                   
Net exposure
                 
RMBS: government sponsored or
  similar
24,390 
16 
5,958 
— 
30,364 
13,765 
— 
16,599 
— 
RMBS: prime
1,523 
2,948 
596 
192 
5,259 
897 
4,248 
113 
RMBS: non-conforming
1,081 
1,959 
92 
— 
3,132 
602 
— 
1,102 
1,428 
RMBS: sub-prime
289 
253 
112 
176 
830 
305 
— 
332 
193 
MBS: covered bond
142 
208 
7,522 
— 
7,872 
— 
— 
7,872 
— 
CMBS
1,823 
1,336 
458 
38 
3,655 
1,188 
10 
1,230 
1,227 
CDOs
1,085 
39 
245 
— 
1,369 
743 
— 
530 
96 
CLOs
1,387 
102 
629 
2,119 
673 
— 
1,021 
425 
ABS covered bond
— 
— 
1,861 
— 
1,861 
— 
— 
1,861 
— 
Other ABS
2,293 
748 
748 
1,659 
5,448 
690 
— 
2,220 
2,538 
 
34,013 
7,609 
18,221 
2,066 
61,909 
18,863 
11 
37,015 
6,020 

 
 
 
175

 
 
Business review Risk and balance sheet management continued

Ratings
The table below summarises the rating levels of ABS carrying values.

 
RMBS
             
 
Government 
sponsored 
or similar (1)
Prime 
Non- 
conforming 
Sub-prime 
MBS 
covered 
bond 
CMBS 
CDOs 
CLOs 
ABS 
covered 
bond 
Other 
ABS 
Total 
2012
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
AAA
2,454 
2,854 
1,487 
11 
639 
396 
92 
1,181 
165 
1,479 
10,758 
AA to AA+
23,692 
613 
88 
26 
102 
2,551 
887 
340 
469 
28,775 
A to AA-
201 
302 
275 
33 
155 
808 
74 
146 
20 
883 
2,897 
BBB- to A-
990 
53 
141 
86 
4,698 
441 
32 
291 
654 
7,394 
Non-investment grade (2)
20 
641 
454 
330 
136 
304 
421 
133 
— 
235 
2,674 
Unrated (3)
— 
108 
298 
— 
23 
94 
388 
— 
168 
1,087 
 
27,357 
4,571 
2,453 
784 
5,730 
4,523 
720 
3,026 
533 
3,888 
53,585 
                       
Of which in Non-Core
— 
651 
404 
154 
— 
780 
494 
2,228 
— 
850 
5,561 
                       
2011
                     
AAA
4,169 
3,599 
1,488 
105 
2,595 
647 
135 
2,171 
625 
1,622 
17,156 
AA to AA+
29,252 
669 
106 
60 
379 
710 
35 
1,533 
321 
550 
33,615 
A to AA-
131 
506 
110 
104 
2,567 
1,230 
161 
697 
100 
725 
6,331 
BBB- to A-
— 
39 
288 
93 
1,979 
333 
86 
341 
— 
1,321 
4,480 
Non-investment grade (2)
21 
784 
658 
396 
— 
415 
1,370 
176 
— 
672 
4,492 
Unrated (3)
— 
148 
29 
146 
— 
56 
170 
423 
— 
263 
1,235 
 
33,573 
5,745 
2,679 
904 
7,520 
3,391 
1,957 
5,341 
1,046 
5,153 
67,309 
                       
Of which in Non-Core
— 
837 
477 
308 
— 
830 
1,656 
4,227 
— 
1,861 
10,196 
                       
2010
                     
AAA
28,835 
4,355 
1,754 
317 
7,107 
2,789 
444 
2,490 
988 
2,156 
51,235 
AA to AA+
1,529 
147 
144 
116 
357 
392 
567 
1,786 
681 
616 
6,335 
A to AA-
— 
67 
60 
212 
408 
973 
296 
343 
192 
693 
3,244 
BBB- to A-
— 
82 
316 
39 
— 
500 
203 
527 
— 
1,718 
3,385 
Non-investment grade (2)
— 
900 
809 
458 
— 
296 
1,863 
332 
— 
265 
4,923 
Unrated (3)
— 
196 
52 
76 
— 
— 
85 
596 
— 
698 
1,703 
 
30,364 
5,747 
3,135 
1,218 
7,872 
4,950 
3,458 
6,074 
1,861 
6,146 
70,825 
                       
Of which in Non-Core
— 
81 
336 
379 
— 
1,278 
3,159 
5,094 
— 
2,386 
12,713 

Notes:
(1)
Includes US agency and Dutch government guaranteed securities.
(2)
Includes HFT £1,177 million (2011 - £1,682 million; 2010 - £2,456 million), DFV £7 million (2011 and 2010 - nil), AFS £1,173 million (2011 - £2,056 million; 2010 - £2,160 million) and LAR £317 million (2011 - £754 million; 2010 - £307 million).
(3)
Includes HFT £808 million (2011 - £804 million; 2010 - £867 million), AFS £149 million (2011 - £249 million; 2010 - £491 million) and LAR £130 million (2011 - £182 million; 2010 - £345 million).

 
 
 
176

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis continued
Equity shares
The table below analyses holdings of equity shares for eurozone countries and other countries with balances more than £100 million by country, issuer and measurement classification. The HFT portfolios in Markets comprise positions in the Markets Derivative Products Solutions business primarily for economic hedging of liabilities including debt issuances and equity derivatives. The AFS portfolios include capital stock in the Federal Home Loans Bank (a government sponsored entity, included in Other financial institutions) and the Federal Reserve Bank together £0.7 billion, that US Retail & Commercial are required to hold and a number a number of individually small holdings in unlisted companies, mainly acquired through loan renegotiations in GRG.
 
 
2012
 
HFT/DFV (1)
 
AFS
           
Countries
Banks 
£m 
Other financial 
institutions (2)
£m 
Corporate 
£m 
Total 
HFT/DFV 
£m 
 
Banks 
£m 
Other financial 
 institutions 
£m 
Corporate 
£m 
Total 
AFS 
£m 
 
Total 
£m 
 
AFS 
reserves 
£m 
 
HFT short 
 positions 
£m 
Ireland
126 
47 
173 
 
17 
17 
 
190 
 
 
(3)
Spain
18 
110 
128 
 
33 
33 
 
161 
 
(41)
 
Italy
33 
41 
 
 
46 
 
 
(15)
Greece
 
 
 
 
Portugal
 
 
 
 
Eurozone periphery
25 
127 
201 
353 
 
22 
33 
55 
 
408 
 
(41)
 
(18)
                               
Netherlands
20 
197 
465 
682 
 
156 
156 
 
838 
 
(19)
 
(21)
France
10 
75 
142 
227 
 
104 
105 
 
332 
 
23 
 
(10)
Luxembourg
14 
196 
77 
287 
 
 
296 
 
1
 
(1)
Germany
33 
106 
140 
 
 
140 
 
 
(54)
Belgium
23 
29 
 
 
32 
 
1
 
(1)
Other
18 
110 
131 
 
 
131 
 
 
(14)
Total eurozone
120 
622 
1,107 
1,849 
 
32 
296 
328 
 
2,177 
 
(35)
 
(119)
                               
US
208 
619 
2,663 
3,490 
 
307 
419 
726 
 
4,216 
 
 
(132)
UK
372 
163 
2,648 
3,183 
 
35 
51 
155 
241 
 
3,424 
 
73 
 
(35)
Japan
24 
67 
973 
1,064 
 
 
1,066 
 
 
(1)
South Korea
32 
72 
880 
984 
 
 
984 
 
 
China
331 
147 
357 
835 
 
14 
17 
 
852 
 
7
 
(3)
India
29 
68 
220 
317 
 
 
317 
 
 
Taiwan
31 
259 
292 
 
 
292 
 
 
(11)
Australia
77 
45 
159 
281 
 
 
281 
 
 
(17)
Canada
14 
25 
200 
239 
 
 
241 
 
2
 
(277)
Hong Kong
81 
97 
180 
 
 
184 
 
2
 
— 
Romania
16 
158 
178 
 
 
178 
 
 
— 
Russia
123 
123 
 
 
123 
 
 
MDB and
  supranationals (3)
156 
156 
 
 
156 
 
 
— 
Other
74 
50 
567 
691 
 
37 
18 
55 
 
746 
 
28 
 
(16)
Total
1,301 
2,117 
10,444 
13,862 
 
342 
555 
478 
1,375 
 
15,237 
 
84 
 
(611)

For the notes to this table refer to the following page.
 
 
 
 
177

 
 
Business review Risk and balance sheet management continued


 
2011
 
HFT/DFV (1)
 
AFS
           
Countries
Banks 
£m 
Other financial 
institutions (2)
£m 
Corporate 
£m 
Total 
HFT/DFV 
£m 
 
Banks 
£m 
Other financial 
 institutions 
£m 
Corporate 
£m 
Total 
AFS 
£m 
 
Total 
£m 
 
AFS 
reserves 
£m 
 
HFT short 
 positions 
£m 
Ireland
208 
215 
 
 
221 
 
 
(4)
Spain
55 
75 
132 
 
72 
72 
 
204 
 
(4)
 
(16)
Italy
11 
51 
63 
 
 
68 
 
 
(4)
Greece
 
 
 
 
(22)
Portugal
 
 
 
 
(1)
Eurozone periphery
66 
11 
336 
413 
 
11 
77 
88 
 
501 
 
(4)
 
(47)
                               
Netherlands
67 
671 
739 
 
55 
55 
 
794 
 
(76)
 
(82)
France
12 
15 
117 
144 
 
97 
102 
 
246 
 
20 
 
(62)
Luxembourg
201 
90 
291 
 
383 
386 
 
677 
 
17 
 
Germany
23 
114 
141 
 
 
141 
 
 
(186)
Belgium
14 
 
15 
16 
 
30 
 
10 
 
(10)
Other
18 
15 
102 
135 
 
 
135 
 
 
(58)
Total eurozone
122 
321 
1,434 
1,877 
 
386 
86 
175 
647 
 
2,524 
 
(33)
 
(445)
                               
US
120 
97 
1,442 
1,659 
 
323 
575 
52 
950 
 
2,609 
 
128 
 
(544)
UK
420 
217 
2,785 
3,422 
 
33 
215 
64 
312 
 
3,734 
 
40 
 
(145)
Japan
43 
82 
1,289 
1,414 
 
 
1,415 
 
 
(3)
South Korea
47 
299 
348 
 
 
348 
 
 
(3)
China
510 
228 
637 
1,375 
 
13 
13 
 
1,388 
 
4
 
(6)
India
35 
14 
314 
363 
 
 
363 
 
 
Taiwan
37 
226 
265 
 
 
265 
 
 
(4)
Australia
95 
90 
406 
591 
 
14 
14 
 
605 
 
2
 
(219)
Canada
148 
152 
 
 
154 
 
2
 
(449)
Hong Kong
10 
45 
100 
155 
 
 
 
158 
 
(2)
 
(2)
Russia
30 
215 
245 
 
 
245 
 
 
(2)
Romania
45 
46 
 
 
46 
 
 
MDB and
  supranationals (3)
233 
233 
 
 
233 
 
 
Other
86 
381 
600 
1,067 
 
31 
34 
 
1,101 
 
 26
 
(158)
Total
1,476 
1,608 
10,128 
13,212 
 
742 
893 
341 
1,976 
 
15,188 
 
167 
 
(1,980)

Notes:
(1)
Designated as at fair value through profit or loss (DFV) balances are £533 million (2011 - £774 million) of which nil banks (2011 - nil), £61 million other financial institutions (2011 - £81 million) and £472 million corporate (2011 - £693 million).
(2)
Includes government sponsored entities (GSEs).
(3)
MDB - Multilateral Development Banks.
 
 
 
 
178

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis continued
Derivatives
Summary
The table below analyses the fair value of the Group’s derivatives by type of contract. Master netting arrangements in respect of mark-to-market (mtm) positions and collateral shown below do not result in a net presentation on the Group’s balance sheet under IFRS.

 
2012
 
2011
 
2010
 
Notional (1)
 
 
   
 
       
 
Contract type
GBP 
£bn 
USD 
£bn 
Euro
£bn 
Other 
£bn 
Total 
£bn 
Assets 
£m
Liabilities 
£m
 
Notional 
£bn 
Assets 
£m
Liabilities 
£m 
 
Notional 
£bn 
Assets 
£m 
Liabilities 
£m 
Interest rate (2)
5,144 
10,395 
11,343 
6,601 
33,483 
363,454 
345,565 
 
38,727 
422,553 
406,784 
 
39,764 
312,111 
299,209 
Exchange rate
370 
1,987 
716 
1,625 
4,698 
63,067 
70,481 
 
4,482 
74,526 
81,022 
 
4,854 
83,253 
89,396 
Credit
320 
202 
27 
553 
11,005 
10,353 
 
1,054 
26,836 
26,743 
 
1,357 
26,872 
25,344 
Other (3)
18 
50 
27 
16 
111 
4,392 
7,941 
 
123 
6,142 
9,560 
 
384 
9,989 
15,060 
           
441,918 
434,340 
   
530,057 
524,109 
   
432,225 
429,009 
Counterparty mtm
  netting
         
(373,906)
(373,906)
   
(441,626)
(441,626)
   
(330,397)
(330,397)
Cash collateral
         
(34,099)
(24,633)
   
(37,222)
(31,368)
   
(31,096)
(31,015)
Securities collateral
         
(5,616)
(8,264)
   
(5,312)
(8,585)
   
(2,904)
(3,343)
           
28,297 
27,537 
   
45,897 
42,530 
   
67,828 
64,254 

Notes:
(1)
Exchange traded contracts were £2,497 billion, principally interest rate. Trades are generally closed out daily hence mark-to-market was insignificant (assets - £41 million; liabilities - £255 million).
(2)
Interest rate notional includes £15,864 billion (2011 - £16,377 billion) relating to contracts with central clearing houses.
(3)
Comprises equity and commodity derivatives.

Key points
·
Net exposure, after taking account of position and collateral netting arrangements, decreased by 38% (liabilities decreased by 35%) due to lower derivative fair values, driven by market movements, including foreign exchange rates and increased use of compression cycles.

·
Interest rate contracts decreased due to the increased use of compression cycles reflecting a greater number of market participants and hence trade-matching and the effect of exchange rate movements. This was partially offset by downward shifts in interest rate yields.

·
The decrease in exchange rate contracts reflected the impact of exchange rate movements and trade maturities. This was partially offset by higher trade volumes, reflecting hedge funds taking advantage of market uncertainty.

·
Credit derivatives decreased due to a managed risk reduction and an increase in trades compressed through compression cycles.

Derivative fair values are driven by complex factors such as changes in foreign exchange rates, interest rates, credit default swap spreads and other underlying rates. At 31 December 2012, derivative fair values were in a net asset position of £7.6 billion. More specifically:

·
Group Treasury issues long term fixed rate debt that is hedged with floating rate interest rate swaps and also uses swaps to hedge fixed rate indefinite maturity liabilities such as equity and customer accounts. As interest rates have fallen over recent years the fair value of these swaps has increased. This net asset position mirrored by the net liability position relating to the difference between the fair value and carrying value on fixed rate loans and current accounts.

·
Within Markets the hedging of issued notes, more exotic derivatives and long dated zero coupon inflation structures have led to a positive fair value which is not offset by other derivatives or hedges.

 
 
 
 
179

 
 
Business review Risk and balance sheet management continued


Credit derivatives
The Group trades credit derivatives as part of its client led business and to mitigate credit risk. The Group’s credit derivative exposures relating to proprietary trading are minimal. The table below analyses the Group’s bought and sold protection.

 
2012
   
2011
   
2010
 
 
Notional
   
Fair value
   
Notional
   
Fair value
   
Notional
   
Fair value
 
 
Bought
   
Sold
   
Bought
   
Sold
   
Bought
   
Sold
   
Bought
   
Sold
   
Bought
   
Sold
   
Bought
   
Sold
 
 
£bn
   
£bn
   
£bn
   
£bn
   
£bn
   
£bn
   
£bn
   
£bn
   
£bn
   
£bn
   
£bn
   
£bn
 
Client-led trading and residual risk
  250.7       240.7       3.4       3.1       401.0       390.5       17.0       16.5       386.7       362.5       8.4       6.7  
Credit hedging - banking book (1)
  5.4       0.4       0.1             15.6       4.7       0.1       0.1       16.3       21.8             0.1  
Credit hedging - trading book
                                                                                             
  - rates
  9.4       5.8       0.1       0.1       21.2       17.1       0.9       1.7       21.9       10.4       (0.9 )     0.2  
  - credit and mortgage markets
  22.4       16.0       0.9       0.7       42.9       28.4       2.3       1.7       168.1       172.7       3.5       3.1  
  - other
  1.4       0.6                   0.9       0.1                   0.7       0.1              
Total excluding APS
  289.3       263.5       4.5       3.9       481.6       440.8       20.3       20.0       593.7       567.5       11.0       10.1  
APS
                          131.8             (0.2 )           195.8             0.6        
    289.3       263.5       4.5       3.9       613.4       440.8       20.1       20.0       789.5       567.5       11.6       10.1  
                                                                                               
Core
                                                                                             
Client-led trading
  231.4       228.4       3.0       2.7       371.0       369.4       14.6       14.0       347.5       343.0       5.2       4.4  
Credit hedging - banking book
  1.7                         2.2       1.0             0.1       1.1       1.0       (0.2 )      
Credit hedging - trading book
                                                                                             
  - rates
  7.8       4.6       0.1       0.1       19.9       16.2       0.9       1.7       21.7       10.3       (0.8 )     0.2  
  - credit and mortgage markets
  13.9       13.6       0.2       0.2       4.6       4.0       0.3       0.2       4.4       4.3       0.2       0.3  
  - other
  1.3       0.5                   0.7       0.1                   0.6       0.1              
    256.1       247.1       3.3       3.0       398.4       390.7       15.8       16.0       375.3       358.7       4.4       4.9  
                                                                                               
Non-Core
                                                                                             
Residual risk
  19.3       12.3       0.4       0.4       30.0       21.1       2.4       2.5       39.2       19.5       3.2       2.3  
Credit hedging - banking book (1)
  3.7       0.4       0.1             13.4       3.7       0.1             15.2       20.8       0.2       0.1  
Credit hedging - trading book
                                                                                             
  - rates
  1.6       1.2                   1.3       0.9                   0.2       0.1       (0.1 )      
  - credit and mortgage markets
  8.5       2.4       0.7       0.5       38.3       24.4       2.0       1.5       163.7       168.4       3.3       2.8  
  - other
  0.1       0.1                   0.2                         0.1                    
    33.2       16.4       1.2       0.9       83.2       50.1       4.5       4.0       218.4       208.8       6.6       5.2  
                                                                                               
By counterparty
                                                                                             
Central government (APS)
                          131.8             (0.2 )           195.8             0.6        
Monoline insurers
  4.6             0.4             8.6             0.6             14.9             1.5        
CDPCs (2)
  21.0             0.2             24.5             0.9             25.0             0.8        
Banks
  127.2       128.6       2.3       2.8       204.1       202.1       8.5       10.2       370.7       370.6       5.0       5.7  
Other financial institutions
  135.8       134.9       1.4       1.1       234.8       231.6       10.5       9.5       176.6       195.0       4.4       4.3  
Corporates
  0.7             0.2             9.6       7.1       (0.2 )     0.3       6.5       1.9       (0.7 )     0.1  
    289.3       263.5       4.5       3.9       613.4       440.8       20.1       20.0       789.5       567.5       11.6       10.1  

Notes:
(1)
Credit hedging in the banking book principally relates to portfolio management in Non-Core.
(2)
Credit derivative product companies.

 
 
 
180

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: Derivatives continued
Monoline insurers
The table below summarises the Group's exposure to monolines, all of which are in Non-Core.
 
 
2012 
£m 
2011 
£m 
2010 
£m 
Gross exposure to monolines
561 
1,888 
4,023 
Hedges with financial institutions
(12)
(71)
(71)
Credit valuation adjustment
(192)
(1,198)
(2,443)
Net exposure to monolines
357 
619 
1,509 
       
Credit valuation adjustment as a % of gross exposure
34% 
63% 
61% 
       
Counterparty and credit risk RWAs*
£1.2bn 
£3.6bn 
£17.8bn 

The table below summarises monoline exposures by rating. Credit ratings are based on those from rating agencies Standard and Poor’s and Moody's. Where the ratings differ, the lower of the two is taken.
2012
Notional: 
protected 
assets 
£m 
Fair value:
reference 
protected 
assets 
£m 
Gross 
exposure 
£m 
Credit 
valuation 
adjustment 
£m 
Hedges 
£m 
Net 
exposure 
£m 
A to AA-
3,388 
2,944 
444 
128 
— 
316 
Non-investment grade
1,194 
1,077 
117 
64 
12 
41 
 
4,582 
4,021 
561 
192 
12 
357 
Of which:
           
CMBS
183 
170 
13 
   
CLOs
2,777 
2,563 
214 
47 
   
Other ABS
1,202 
999 
203 
95 
   
Other
420 
289 
131 
47 
   
 
4,582 
4,021 
561 
192 
   

2011
           
A to AA-
4,939 
4,243 
696 
252 
444 
Non-investment grade
3,623 
2,431 
1,192 
946 
71 
175 
 
8,562 
6,674 
1,888 
1,198 
71 
619 
Of which:
           
CMBS
946 
674 
272 
247 
   
CDOs
500 
57 
443 
351 
   
CLOs
4,616 
4,166 
450 
177 
   
Other ABS
1,998 
1,455 
543 
334 
   
Other
502 
322 
180 
89 
   
 
8,562 
6,674 
1,888 
1,198 
   
 
             
2010
           
A to AA-
6,336 
5,503 
833 
272 
561 
Non-investment grade
8,555 
5,365 
3,190 
2,171 
71 
948 
 
14,891 
10,868 
4,023 
2,443 
71 
1,509 
Of which:
           
CMBS
4,149 
2,424 
1,725 
1,253 
   
CDOs
1,133 
256 
877 
593 
   
CLOs
6,724 
6,121 
603 
210 
   
Other ABS
2,393 
1,779 
614 
294 
   
Other
492 
288 
204 
93 
   
 
14,891 
10,868 
4,023 
2,443 
   

Key points
·
The exposure to monolines declined during the year primarily due to restructuring of certain exposures and an increase in underlying asset prices.

·
The credit valuation adjustment decreased on a total basis reflecting reduction in exposure and on a relative basis due to restructurings and tighter credit spreads.

 
 
 
 
181

 
 
Business review Risk and balance sheet management continued

 
Credit derivative product companies (CDPCs)
A summary of the Group's exposure to CDPCs, all of which are in Non-Core, is detailed below.

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Gross exposure to CDPCs
554 
1,896 
1,244 
Valuation adjustment
(314)
(1,034)
(490)
Net exposure to CDPCs
240 
862 
754 
       
Valuation adjustment as a % of gross exposure
57% 
55% 
39% 
       
Counterparty and credit risk RWAs*
£2.0bn 
£8.4bn 
£7.2bn 
       
Capital deductions
— 
£245m 
£280m 


The table below details CDPC exposures by rating.
2012
Notional: 
protected 
assets 
£m 
Fair value: 
reference 
protected 
assets 
£m 
Gross 
exposure 
£m 
Valuation 
adjustment 
£m 
Net 
exposure 
£m 
AAA
43 
43 
— 
— 
— 
A to AA-
619 
612 
— 
Non-investment grade
16,254 
15,841 
413 
173 
240 
Unrated
4,073 
3,939 
134 
134 
— 
 
20,989 
20,435 
554 
314 
240 
           
2011
         
AAA
213 
212 
— 
A to AA-
646 
632 
14 
11 
Non-investment grade
19,671 
18,151 
1,520 
788 
732 
Unrated
3,974 
3,613 
361 
243 
118 
 
24,504 
22,608 
1,896 
1,034 
862 
           
2010
         
AAA
213 
212 
— 
BBB- to A-
644 
629 
15 
11 
Non-investment grade
20,066 
19,050 
1,016 
401 
615 
Unrated
4,165 
3,953 
212 
85 
127 
 
25,088 
23,844 
1,244 
490 
754 


Key points
·
The exposure to CDPCs decreased during the year primarily driven by tighter credit spreads of the underlying reference loans and bonds together with a decrease in the relative value of senior tranches compared with the underlying reference portfolio and the impact of restructuring certain exposures in the first half of the year.

·
The valuation adjustment decreased on an absolute basis in line with the decrease in exposure while remaining stable on a relative basis.

 
 
 
182

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: continued
REIL, provisions and AFS reserves
Risk elements in lending (REIL) comprises impaired loans and accruing loans past due 90 days or more as to principal or interest. Impaired loans are all loans (including renegotiated loans) for which an impairment provision has been established; for collectively assessed loans, impairment loss provisions are not allocated to individual loans and the entire portfolio is included in impaired loans. Accruing loans past due 90 days or more comprise loans past due 90 days where no impairment loss is expected and those awaiting individual assessment. A latent provision is established for the latter.

Divisional analysis
The following tables analyse gross loans and advances to banks and customers (excluding reverse repos) and the related debt management measures and ratios by division.

       
Credit metrics
   
 
Gross loans to
   
REIL as a % 
of gross loans 
Provisions 
 as a % 
Impairment 
Amounts 
 
Banks 
Customers 
REIL 
Provisions 
to customers 
of REIL 
charge 
written-off 
2012
£m 
£m 
£m 
£m 
%
£m 
£m 
UK Retail
695 
113,599 
4,569 
2,629 
4.0 
58 
529 
599 
UK Corporate
746 
107,025 
5,452 
2,432 
5.1 
45 
836 
514 
Wealth
1,545 
17,074 
248 
109 
1.5 
44 
46 
15 
International Banking
4,827 
42,342 
422 
391 
1.0 
93 
111 
445 
Ulster Bank
632 
32,652 
7,533 
3,910 
23.1 
52 
1,364 
72 
US Retail & Commercial
435 
51,271 
1,146 
285 
2.2 
25 
83 
391 
Retail & Commercial
8,880 
363,963 
19,370 
9,756 
5.3 
50 
2,969 
2,036 
Markets
16,805 
29,787 
396 
305 
1.3 
77 
25 
109 
Direct Line Group and other
5,232 
3,006 
— 
— 
— 
— 
Core
30,917 
396,756 
19,766 
10,062 
5.0 
51 
2,995 
2,145 
Non-Core
477 
56,343 
21,374 
11,200 
37.9 
52 
2,320 
2,121 
Group
31,394 
453,099 
41,140 
21,262 
9.1 
52 
5,315 
4,266 
                 
2011
               
UK Retail
628 
110,659 
4,599 
2,679 
4.2 
58 
788 
823 
UK Corporate
806 
110,729 
5,001 
2,061 
4.5 
41 
790 
658 
Wealth
2,422 
16,913 
211 
81 
1.2 
38 
25 
11 
International Banking
3,411 
57,729 
1,632 
851 
2.8 
52 
168 
125 
Ulster Bank
2,079 
34,052 
5,523 
2,749 
16.2 
50 
1,384 
124 
US Retail & Commercial
208 
51,562 
1,007 
455 
2.0 
45 
248 
373 
Retail & Commercial
9,554 
381,644 
17,973 
8,876 
4.7 
49 
3,403 
2,114 
Markets
29,991 
31,490 
414 
311 
1.3 
75 
— 
23 
Direct Line Group and other
3,829 
929 
— 
— 
— 
— 
— 
— 
Core
43,374 
414,063 
18,387 
9,187 
4.4 
50 
3,403 
2,137 
Non-Core
706 
80,005 
24,007 
11,487 
30.0 
48 
3,838 
2,390 
Group
44,080 
494,068 
42,394 
20,674 
8.6 
49 
7,241 
4,527 


 
 
 
183

 
 
Business review Risk and balance sheet management continued


 
     
Credit metrics
   
 
Gross loans to
   
REIL as a % 
of gross loans 
Provisions 
 as a % 
Impairment 
Amounts 
 
Banks 
Customers 
REIL 
Provisions 
to customers 
of REIL 
charge 
written-off 
2010
£m 
£m 
£m 
£m 
%
%
£m 
£m 
UK Retail
408 
108,405 
4,620 
2,741 
4.3 
59 
1,160 
1,135 
UK Corporate
126 
113,782 
3,981 
1,746 
3.5 
44 
768 
357 
Wealth
2,220 
16,130 
223 
66 
1.4 
30 
18 
International Banking
3,982 
63,173 
1,484 
855 
2.3 
58 
125 
92 
Ulster Bank
2,928 
36,858 
3,619 
1,633 
9.8 
45 
1,161 
48 
US Retail & Commercial
145 
48,602 
914 
509 
1.9 
56 
485 
550 
Retail & Commercial
9,809 
386,950 
14,841 
7,550 
3.8 
51 
3,717 
2,191 
Markets
45,084 
25,300 
366 
316 
1.4 
86 
20 
33 
Direct Line Group and other
2,140 
601 
— 
— 
— 
— 
— 
— 
Core
57,033 
412,851 
15,207 
7,866 
3.7 
52 
3,737 
2,224 
Non-Core
1,656 
113,001 
23,444 
10,352 
20.7 
44 
5,407 
3,818 
Group
58,689 
525,852 
38,651 
18,218 
7.4 
47 
9,144 
6,042 


Key points
·
Total REIL decreased by £1.3 billion to £41.1 billion compared with December 2011 as improvements in International Banking and in Non-Core were partially offset by the continued increase in REIL in UK Corporate and Ulster Bank Core mortgage and corporate portfolios.

·
Non-Core REIL decreased by £2.6 billion or 11% reflecting a mixture of repayments and write-offs within UK Corporate, Markets and International Banking corporate portfolios.

·
Conditions in Ireland remain difficult and economic indicators continue to be weak, this is reflected in the Ulster Bank credit metrics with Core REIL increasing by £2.0 billion since 31 December 2011, primarily within mortgage and commercial real estate portfolios, to £7.5 billion and is now 23% of loans and advances to customers. Impairments continue to outpace write-offs.
 
·
The provision coverage increased to 52% at 31 December 2012 from 49% at 31 December 2011 as the economic conditions remain challenging particularly in relation to Ulster Bank and commercial real estate portfolios.

·
The impairment charge for 2012 of £5.3 billion was 26% lower than in 2011. The main drivers were lower impairment across Non-Core portfolios (down £1.5 billion or 40%) mainly as a result of lower impairments across Ulster Bank’s commercial real estate portfolio (down £1.3 billion or 58%) and continued improvement across Core UK portfolios.


Commercial real estate lending metrics were as follows:
 
 
Total
 
Non-Core (1)
 
2012 
2011 
 
2012 
2011 
Lending (gross)
£63.0bn 
£74.8bn 
 
£26.4bn 
£34.3bn 
Of which REIL
£22.1bn 
£22.9bn 
 
£17.1bn 
£18.8bn 
Provisions
£10.1bn 
£9.5bn 
 
£8.3bn 
£8.2bn 
REIL as a % of gross loans to customers
35.1% 
30.6% 
 
64.8% 
54.8% 
Provisions as a % of REIL
46% 
41% 
 
49% 
44% 

Note:
(1)
Excludes property related lending to customers in other sectors managed by Real Estate Finance.

Ulster Bank is a significant contributor to Non-Core commercial real estate lending. For further information refer to the section on Ulster Bank Group (Core and Non-Core).
 
 
 
 
184

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: REIL, provisions and AFS reserves continued
Sector and geographical regional analyses: Group
The following tables analyse gross loans and advances to banks and customers (excluding reverse repos) and the related debt management measures and ratios by sector and geography (by location of lending office) for the Group, Core and Non-Core.

 
 
 
 
 
Credit metrics
 
 
2012
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
9,853 
— 
— 
— 
— 
— 
— 
— 
Finance
42,198 
592 
317 
1.4 
54 
0.8 
145 
380 
Personal
- mortgages
149,625 
6,549 
1,824 
4.4 
28 
1.2 
948 
461 
 
- unsecured
32,212 
2,903 
2,409 
9.0 
83 
7.5 
631 
793 
Property
72,219 
21,223 
9,859 
29.4 
46 
13.7 
2,212 
1,080 
Construction
8,049 
1,483 
640 
18.4 
43 
8.0 
94 
182 
Manufacturing
23,787 
755 
357 
3.2 
47 
1.5 
134 
203 
Finance leases (2)
13,609 
442 
294 
3.2 
67 
2.2 
44 
263 
Retail, wholesale and repairs
21,936 
1,143 
644 
5.2 
56 
2.9 
230 
176 
Transport and storage
18,341 
834 
336 
4.5 
40 
1.8 
289 
102 
Health, education and leisure
16,705 
1,190 
521 
7.1 
44 
3.1 
144 
100 
Hotels and restaurants
7,877 
1,597 
726 
20.3 
45 
9.2 
176 
102 
Utilities
6,631 
118 
21 
1.8 
18 
0.3 
(4)
— 
Other
30,057 
2,177 
1,240 
7.2 
57 
4.1 
322 
395 
Latent
— 
— 
1,960 
— 
— 
— 
(73)
— 
 
453,099 
41,006 
21,148 
9.1 
52 
4.7 
5,292 
4,237 
                 
of which:
               
UK
               
  - residential mortgages
109,530 
2,440 
457 
2.2 
19 
0.4 
122 
32 
  - personal lending
20,498 
2,477 
2,152 
12.1 
87 
10.5 
479 
610 
  - property
53,730 
10,521 
3,944 
19.6 
37 
7.3 
964 
490 
  - construction
6,507 
1,165 
483 
17.9 
41 
7.4 
100 
158 
  - other
122,029 
3,729 
2,611 
3.1 
70 
2.1 
674 
823 
Europe
               
  - residential mortgages
17,836 
3,092 
1,151 
17.3 
37 
6.5 
526 
50 
  - personal lending
1,905 
226 
208 
11.9 
92 
10.9 
38 
13 
  - property
14,634 
10,347 
5,766 
70.7 
56 
39.4 
1,264 
441 
  - construction
1,132 
289 
146 
25.5 
51 
12.9 
(11)
12 
  - other
27,424 
4,451 
2,996 
16.2 
67 
10.9 
817 
539 
US
               
  - residential mortgages
21,929 
990 
208 
4.5 
21 
0.9 
298 
377 
  - personal lending
8,748 
199 
48 
2.3 
24 
0.5 
109 
162 
  - property
3,343 
170 
29 
5.1 
17 
0.9 
(11)
83 
  - construction
388 
  2.1 
13 
0.3 
— 
12 
  - other
29,354 
352 
630 
1.2 
179 
2.1 
(86)
149 
RoW
               
  - residential mortgages
330 
27 
8.2 
30 
2.4 
  - personal lending
1,061 
0.1 
100 
0.1 
  - property
512 
185 
120 
36.1 
65 
23.4 
(5)
66 
  - construction
22 
21 
10 
95.5 
48 
45.5 
— 
  - other
12,187 
316 
179 
2.6 
57 
1.5 
210 
Group
453,099 
41,006 
21,148 
9.1 
52 
4.7 
5,292 
4,237 
                 
Banks
31,394 
134 
114 
0.4 
85 
0.4 
23 
29 

For the notes to this table refer to page 193.
 
 
 
 
185

 
 
Business review Risk and balance sheet management continued


         
Credit metrics
   
2011
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
9,742 
— 
— 
— 
— 
— 
— 
— 
Finance
51,870 
1,062 
726 
2.0 
68 
1.4 
89 
87 
Personal
- mortgages
149,273 
5,270 
1,396 
3.5 
26 
0.9 
1,076 
516 
 
- unsecured
34,424 
3,070 
2,456 
8.9 
80 
7.1 
782 
1,286 
Property
81,058 
22,101 
8,994 
27.3 
41 
11.1 
3,669 
1,171 
Construction
9,869 
1,943 
761 
19.7 
39 
7.7 
140 
244 
Manufacturing
28,639 
913 
525 
3.2 
58 
1.8 
227 
215 
Finance leases (2)
14,499 
794 
508 
5.5 
64 
3.5 
112 
170 
Retail, wholesale and repairs
24,378 
1,067 
549 
4.4 
51 
2.3 
180 
172 
Transport and storage
22,058 
606 
154 
2.7 
25 
0.7 
78 
43 
Health, education and leisure
17,492 
1,192 
502 
6.8 
42 
2.9 
304 
98 
Hotels and restaurants
8,870 
1,490 
675 
16.8 
45 
7.6 
334 
131 
Utilities
8,406 
88 
23 
1.0 
26 
0.3 
Other
33,490 
2,661 
1,217 
7.9 
46 
3.6 
792 
391 
Latent
— 
— 
2,065 
— 
— 
— 
(545)
— 
 
494,068 
42,257 
20,551 
8.6 
49 
4.2 
7,241 
4,527 
                 
of which:
               
UK
               
  - residential mortgages
106,388 
2,262 
431 
2.1 
19 
0.4 
180 
25 
  - personal lending
22,008 
2,717 
2,209 
12.3 
81 
10.0 
645 
1,007 
  - property
60,041 
11,147 
3,837 
18.6 
34 
6.4 
1,411 
493 
  - construction
7,589 
1,427 
560 
18.8 
39 
7.4 
187 
228 
  - other
132,548 
4,635 
2,943 
3.5 
63 
2.2 
514 
655 
Europe
               
  - residential mortgages
18,946 
2,205 
713 
11.6 
32 
3.8 
467 
10 
  - personal lending
2,464 
209 
180 
8.5 
86 
7.3 
25 
126 
  - property
16,384 
10,314 
4,947 
63.0 
48 
30.2 
2,296 
504 
  - construction
1,754 
362 
185 
20.6 
51 
10.5 
(62)
— 
  - other
34,497 
4,261 
2,873 
12.4 
67 
8.3 
1,267 
293 
US
               
  - residential mortgages
23,237 
770 
240 
3.3 
31 
1.0 
426 
481 
  - personal lending
8,441 
143 
66 
1.7 
46 
0.8 
112 
153 
  - property
3,783 
329 
92 
8.7 
28 
2.4 
(2)
139 
  - construction
457 
121 
10 
26.5 
2.2 
16 
  - other
37,015 
517 
895 
1.4 
173 
2.4 
(175)
180 
RoW
               
  - residential mortgages
702 
33 
12 
4.7 
36 
1.7 
— 
  - personal lending
1,511 
0.1 
100 
0.1 
— 
— 
  - property
850 
311 
118 
36.6 
38 
13.9 
(36)
35 
  - construction
69 
33 
47.8 
18 
8.7 
— 
  - other
15,384 
460 
233 
3.0 
51 
1.5 
(32)
182 
Group
494,068 
42,257 
20,551 
8.6 
49 
4.2 
7,241 
4,527 
                 
Banks
44,080 
137 
123 
0.3 
90 
0.3 
— 
— 

For the notes to this table refer to page 193.
 
 
 
 
186

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: REIL, provisions and AFS reserves continued
Sector and geographical regional analyses: Group continued

         
Credit metrics
   
2010
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
8,452 
— 
— 
— 
— 
— 
— 
— 
Finance
54,952 
1,129 
595 
2.1 
53 
1.1 
198 
141 
Personal
- mortgages
146,501 
4,276 
877 
2.9 
21 
0.6 
1,014 
669 
 
- unsecured
37,472 
3,544 
2,894 
9.5 
82 
7.7 
1,370 
1,577 
Property
90,403 
19,584 
6,736 
21.7 
34 
7.5 
4,682 
1,009 
Construction
12,105 
2,464 
875 
20.4 
36 
7.2 
530 
146 
Manufacturing
33,485 
1,199 
503 
3.6 
42 
1.5 
(92)
1,547 
Finance leases (2)
16,850 
847 
554 
5.0 
65 
3.3 
252 
113 
Retail, wholesale and repairs
25,165 
1,157 
572 
4.6 
49 
2.3 
334 
161 
Transport and storage
24,141 
248 
118 
1.0 
48 
0.5 
87 
39 
Health, education and leisure
19,431 
1,055 
319 
5.4 
30 
1.6 
159 
199 
Hotels and restaurants
9,681 
1,269 
504 
13.1 
40 
5.2 
321 
106 
Utilities
10,046 
91 
23 
0.9 
25 
0.2 
14 
Other
37,168 
1,643 
863 
4.4 
53 
2.3 
409 
316 
Latent
— 
— 
2,658 
— 
— 
— 
(121)
— 
 
525,852 
38,506 
18,091 
7.3 
47 
3.4 
9,157 
6,030 
                 
of which:
               
UK
               
  - residential mortgages
101,593 
2,062 
314 
2.0 
15 
0.3 
169 
17 
  - personal lending
23,620 
3,083 
2,518 
13.1 
82 
10.7 
1,046 
1,153 
  - property
65,759 
7,986 
2,219 
12.1 
28 
3.4 
1,546 
397 
  - construction
9,424 
1,747 
605 
18.5 
35 
6.4 
371 
110 
  - other
142,651 
3,815 
2,895 
2.7 
76 
2.
826 
594 
Europe
               
  - residential mortgages
20,094 
1,551 
301 
7.7 
19 
1.5 
221 
  - personal lending
2,870 
401 
316 
14.0 
79 
11.0 
66 
24 
  - property
17,775 
10,534 
4,199 
59.3 
40 
23.6 
2,828 
210 
  - construction
1,887 
667 
255 
35.3 
38 
13.5 
138 
  - other
41,280 
3,229 
2,156 
7.8 
67 
5.2 
633 
1,414 
US
               
  - residential mortgages
24,201 
640 
253 
2.6 
40 
1.0 
615 
645 
  - personal lending
9,520 
55 
55 
0.6 
100 
0.6 
160 
271 
  - property
4,929 
765 
202 
15.5 
26 
4.1 
321 
220 
  - construction
520 
50 
15 
9.6 
30 
2.9 
26 
34 
  - other
35,868 
820 
1,118 
2.3 
136 
3.1 
(102)
490 
RoW
               
  - residential mortgages
613 
23 
3.8 
39 
1.5 
  - personal lending
1,462 
0.3 
100 
0.3 
98 
129 
  - property
1,940 
299 
116 
15.4 
39 
6.0 
(13)
182 
  - construction
274 
— 
— 
— 
— 
— 
(5)
— 
  - other
19,572 
774 
540 
4.0 
70 
2.8 
204 
131 
Group
525,852 
38,506 
18,091 
7.3 
47 
3.4 
9,157 
6,030 
                 
Banks
58,689 
145 
127 
0.2 
88 
0.2 
(13)
12 

For the notes to this table refer to page 193.
 
 
 
 
187

 
 
Business review Risk and balance sheet management continued
 
 
Sector and geographical regional analyses: Core

         
Credit metrics
   
2012
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
8,485 
— 
— 
— 
— 
— 
— 
— 
Finance
39,658 
185 
149 
0.5 
81 
0.4 
54 
338 
Personal
- mortgages
146,770 
6,229 
1,691 
4.2 
27 
1.2 
786 
234 
 
- unsecured
31,247 
2,717 
2,306 
8.7 
85 
7.4 
568 
718 
Property
43,602 
4,672 
1,674 
10.7 
36 
3.8 
748 
214 
Construction
6,020 
757 
350 
12.6 
46 
5.8 
119 
60 
Manufacturing
22,234 
496 
225 
2.2 
45 
1.0 
118 
63 
Finance leases (2)
9,201 
159 
107 
1.7 
67 
1.2 
35 
41 
Retail, wholesale and repairs
20,842 
791 
439 
3.8 
55 
2.1 
181 
129 
Transport and storage
14,590 
440 
112 
3.0 
25 
0.8 
72 
21 
Health, education and leisure
15,770 
761 
299 
4.8 
39 
1.9 
109 
67 
Hotels and restaurants
6,891 
1,042 
473 
15.1 
45 
6.9 
138 
56 
Utilities
5,131 
10 
5
0.2 
50 
0.1 
— 
— 
Other
26,315 
1,374 
794 
5.2 
58 
3.0 
189 
175 
Latent
— 
— 
1,325 
— 
— 
— 
(145)
— 
 
396,756 
19,633 
9,949 
4.9 
51 
2.5 
2,972 
2,116 
                 
of which:
               
UK
               
  - residential mortgages
109,511 
2,440 
457 
2.2 
19 
0.4 
122 
32 
  - personal lending
20,443 
2,454 
2,133 
12.0 
87 
10.4 
474 
594 
  - property
35,532 
2,777 
896 
7.8 
32 
2.5 
395 
181 
  - construction
5,101 
671 
301 
13.2 
45 
5.9 
109 
47 
  - other
108,713 
2,662 
1,737 
2.4 
65 
1.6 
499 
379 
Europe
               
  - residential mortgages
17,446 
3,060 
1,124 
17.5 
37 
6.4 
521 
24 
  - personal lending
1,540 
143 
138 
9.3 
97 
9.0 
29 
11 
  - property
4,896 
1,652 
685 
33.7 
41 
14.0 
350 
  - construction
513 
60 
39 
11.7 
65 
7.6 
10 
  - other
22,218 
2,280 
1,711 
10.3 
75 
7.7 
362 
267 
US
               
  - residential mortgages
19,483 
702 
102 
3.6 
15 
0.5 
141 
176 
  - personal lending
8,209 
119 
34 
1.4 
29 
0.4 
65 
112 
  - property
2,847 
112 
13 
3.9 
12 
0.5 
3
27 
  - construction
384 
— 
1.3 
— 
— 
1
  - other
28,267 
252 
432 
0.9 
171 
1.5 
(111)
90 
RoW
               
  - residential mortgages
330 
27 
8.2 
30 
2.4 
  - personal lending
1,055 
0.1 
100 
0.1 
— 
  - property
327 
131 
80 
40.1 
61 
24.5 
— 
— 
  - construction
22 
21 
10 
95.5 
48 
45.5 
— 
  - other
9,919 
64 
48 
0.6 
75 
0.5 
154 
Group
396,756 
19,633 
9,949 
4.9 
51 
2.5 
2,972 
2,116 
                 
Banks
30,917 
133 
113 
0.4 
85 
0.4 
23 
29 

For the notes to this table refer to page 193.
 
 
 
 
188

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: REIL, provisions and AFS reserves continued
Sector and geographical regional analyses: Core continued

         
Credit metrics
   
2011
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
8,359 
— 
— 
— 
— 
— 
— 
— 
Finance
48,598 
745 
579 
1.5 
78 
1.2 
207 
44 
Personal
- mortgages
144,171 
4,890 
1,216 
3.4 
25 
0.8 
776 
198 
 
- unsecured
32,868 
2,960 
2,364 
9.0 
80 
7.2 
715 
935 
Property
42,994 
4,132 
1,133 
9.6 
27 
2.6 
469 
167 
Construction
7,197 
841 
286 
11.7 
34 
4.0 
179 
143 
Manufacturing
23,708 
490 
242 
2.1 
49 
1.0 
106 
125 
Finance leases (2)
8,440 
172 
110 
2.0 
64 
1.3 
31 
68 
Retail, wholesale and repairs
22,039 
679 
345 
3.1 
51 
1.6 
208 
119 
Transport and storage
16,581 
342 
60 
2.1 
18 
0.4 
47 
29 
Health, education and leisure
16,073 
691 
257 
4.3 
37 
1.6 
170 
55 
Hotels and restaurants
7,709 
1,005 
386 
13.0 
38 
5.0 
209 
60 
Utilities
6,557 
22 
0.3 
— 
— 
— 
Other
28,769 
1,282 
668 
4.5 
52 
2.3 
538 
194 
Latent
— 
— 
1,418 
— 
— 
— 
(252)
— 
 
414,063 
18,251 
9,065 
4.4 
50 
2.2 
3,403 
2,137 
                 
of which:
               
UK
               
  - residential mortgages
104,965 
2,210 
420 
2.1 
19 
0.4 
174 
24 
  - personal lending
21,881 
2,680 
2,179 
12.2 
81 
10.0 
657 
828 
  - property
35,431 
2,984 
744 
8.4 
25 
2.1 
378 
114 
  - construction
5,707 
655 
236 
11.5 
36 
4.1 
160 
138 
  - other
114,878 
2,571 
1,648 
2.2 
64 
1.4 
366 
398 
Europe
               
  - residential mortgages
18,393 
2,121 
664 
11.5 
31 
3.6 
437 
10 
  - personal lending
1,972 
143 
125 
7.3 
87 
6.3 
(8)
22 
  - property
4,846 
1,037 
365 
21.4 
35 
7.5 
162 
10 
  - construction
1,019 
72 
43 
7.1 
60 
4.2 
13 
— 
  - other
24,414 
2,430 
1,806 
10.0 
74 
7.4 
915 
183 
US
               
  - residential mortgages
20,311 
526 
120 
2.6 
23 
0.6 
162 
164 
  - personal lending
7,505 
136 
59 
1.8 
43 
0.8 
66 
85 
  - property
2,413 
111 
24 
4.6 
22 
1.0 
16 
43 
  - construction
412 
98 
23.8 
0.2 
— 
  - other
34,971 
345 
583 
1.0 
169 
1.7 
26 
96 
RoW
               
  - residential mortgages
502 
33 
12 
6.6 
36 
2.4 
— 
  - personal lending
1,510 
0.1 
100 
0.1 
— 
— 
  - property
304 
— 
— 
— 
— 
— 
(87)
— 
  - construction
59 
16 
27.1 
38 
10.2 
— 
  - other
12,570 
82 
29 
0.7 
35 
0.2 
(43)
17 
Group
414,063 
18,251 
9,065 
4.4 
50 
2.2 
3,403 
2,137 
                 
Banks
43,374 
136 
122 
0.3 
90 
0.3 
— 
— 

For the notes to this table refer to page 193.
 
 
 
 
189

 
 
Business review Risk and balance sheet management continued


         
Credit metrics
   
2010
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
6,781 
— 
— 
— 
— 
— 
— 
— 
Finance
47,161 
567 
402 
1.2 
71 
0.9 
191 
53 
Personal
- mortgages
140,359 
3,999 
693 
2.8 
17 
0.5 
578 
243 
 
- unsecured
33,581 
3,131 
2,545 
9.3 
81 
7.6 
1,157 
1,271 
Property
42,455 
3,287 
818 
7.7 
25 
1.9 
739 
98 
Construction
8,680 
610 
222 
7.0 
36 
2.6 
189 
38 
Manufacturing
25,797 
555 
266 
2.2 
48 
1.0 
119 
124 
Finance leases (2)
8,321 
244 
140 
2.9 
57 
1.7 
63 
42 
Retail, wholesale and repairs
21,974 
611 
259 
2.8 
42 
1.2 
199 
103 
Transport and storage
15,946 
112 
40 
0.7 
36 
0.3 
40 
35 
Health, education and leisure
17,456 
507 
134 
2.9 
26 
0.8 
145 
64 
Hotels and restaurants
8,189 
741 
236 
9.0 
32 
2.9 
165 
49 
Utilities
7,098 
22 
0.3 
14 
— 
— 
Other
29,053 
677 
329 
2.3 
49 
1.1 
161 
103 
Latent
— 
— 
1,653 
— 
— 
— 
(5)
— 
 
412,851 
15,063 
7,740 
3.6 
51 
1.9 
3,742 
2,223 
                 
of which:
               
UK
               
  - residential mortgages
99,928 
2,010 
307 
2.0 
15 
0.3 
164 
16 
  - personal lending
23,035 
2,888 
2,341 
12.5 
81 
10.2 
1,033 
1,142 
  - property
34,970 
2,454 
500 
7.0 
20 
1.4 
394 
43 
  - construction
7,041 
536 
183 
7.6 
34 
2.6 
148 
29 
  - other
113,415 
2,031 
1,480 
1.8 
73 
1.3 
541 
289 
Europe
               
  - residential mortgages
19,473 
1,506 
280 
7.7 
19 
1.4 
184 
  - personal lending
2,270 
203 
164 
8.9 
81 
7.2 
43 
19 
  - property
5,139 
631 
240 
12.3 
38 
4.7 
241 
  - construction
1,014 
67 
32 
6.6 
48 
3.2 
35 
(1)
  - other
27,759 
1,444 
1,268 
5.2 
88 
4.6 
438 
85 
US
               
  - residential mortgages
20,548 
460 
97 
2.2 
21 
0.5 
225 
221 
  - personal lending
6,816 
35 
35 
0.5 
100 
0.5 
81 
110 
  - property
1,611 
144 
43 
8.9 
30 
2.7 
84 
54 
  - construction
442 
1.6 
100 
1.6 
10 
  - other
31,848 
381 
642 
1.2 
169 
2.0 
29 
161 
RoW
               
  - residential mortgages
410 
23 
5.6 
39 
2.2 
— 
  - personal lending
1,460 
0.3 
100 
0.3 
— 
— 
  - property
735 
58 
35 
7.9 
60 
4.8 
20 
— 
  - construction
183 
— 
— 
— 
— 
— 
— 
— 
  - other
14,754 
180 
72 
1.2 
40 
0.5 
71 
38 
Group
412,851 
15,063 
7,740 
3.6 
51 
1.9 
3,742 
2,223 
                 
Banks
57,033 
144 
126 
0.3 
88 
0.2 
(5)

For the notes to this table refer to page 193.
 
 
 
 
190

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: REIL, provisions and AFS reserves continued
Sector and geographical regional analyses: Non-Core

         
Credit metrics
   
2012
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
1,368 
— 
— 
— 
— 
— 
— 
— 
Finance
2,540 
407 
168 
16.0 
41 
6.6 
91 
42 
Personal
- mortgages
2,855 
320 
133 
11.2 
42 
4.7 
162 
227 
 
- unsecured
965 
186 
103 
19.3 
55 
10.7 
63 
75 
Property
28,617 
16,551 
8,185 
57.8 
49 
28.6 
1,464 
866 
Construction
2,029 
726 
290 
35.8 
40 
14.3 
(25)
122 
Manufacturing
1,553 
259 
132 
16.7 
51 
8.5 
16 
140 
Finance leases (2)
4,408 
283 
187 
6.4 
66 
4.2 
9
222 
Retail, wholesale and repairs
1,094 
352 
205 
32.2 
58 
18.7 
49 
47 
Transport and storage
3,751 
394 
224 
10.5 
57 
6.0 
217 
81 
Health, education and leisure
935 
429 
222 
45.9 
52 
23.7 
35 
33 
Hotels and restaurants
986 
555 
253 
56.3 
46 
25.7 
38 
46 
Utilities
1,500 
108 
16 
7.2 
15 
1.1 
(4)
— 
Other
3,742 
803 
446 
21.5 
56 
11.9 
133 
220 
Latent
— 
— 
635 
— 
— 
— 
72 
— 
 
56,343 
21,373 
11,199 
37.9 
52 
19.9 
2,320 
2,121 
                 
of which:
               
UK
               
  - residential mortgages
19 
— 
— 
— 
— 
— 
— 
— 
  - personal lending
55 
23 
19 
41.8 
83 
34.5 
16 
  - property
18,198 
7,744 
3,048 
42.6 
39 
16.7 
569 
309 
  - construction
1,406 
494 
182 
35.1 
37 
12.9 
(9)
111 
  - other
13,316 
1,067 
874 
8.0 
82 
6.6 
175 
444 
Europe
               
  - residential mortgages
390 
32 
27 
8.2 
84 
6.9 
26 
  - personal lending
365 
83 
70 
22.7 
84 
19.2 
  - property
9,738 
8,695 
5,081 
89.3 
58 
52.2 
914 
435 
  - construction
619 
229 
107 
37.0 
47 
17.3 
(15)
  - other
5,206 
2,171 
1,285 
41.7 
59 
24.7 
455 
272 
US
               
  - residential mortgages
2,446 
288 
106 
11.8 
37 
4.3 
157 
201 
  - personal lending
539 
80 
14 
14.8 
18 
2.6 
44 
50 
  - property
496 
58 
16 
11.7 
28 
3.2 
(14)
56 
  - construction
75.0 
33 
25.0 
(1)
  - other
1,087 
100 
198 
9.2 
198 
18.2 
25 
59 
RoW
               
  - residential mortgages
— 
— 
— 
— 
— 
— 
— 
— 
  - personal lending
— 
— 
— 
— 
— 
  - property
185 
54 
40 
29.2 
74 
21.6 
(5)
66 
  - construction
— 
— 
— 
— 
— 
— 
— 
— 
  - other
2,268 
252 
131 
11.1 
52 
5.8 
56 
Group
56,343 
21,373 
11,199 
37.9 
52 
19.9 
2,320 
2,121 
                 
Banks
477 
0.2 
100 
0.2 
— 
— 

For the notes to this table refer to page 193.
 
 
 
 
191

 
 
Business review Risk and balance sheet management continued


         
Credit metrics
   
2011
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
%
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
1,383 
— 
— 
— 
— 
— 
— 
— 
Finance
3,272 
317 
147 
9.7 
46 
4.5 
(118)
43 
Personal
- mortgages
5,102 
380 
180 
7.4 
47 
3.5 
300 
318 
 
- unsecured
1,556 
110 
92 
7.1 
84 
5.9 
67 
351 
Property
38,064 
17,969 
7,861 
47.2 
44 
20.7 
3,200 
1,004 
Construction
2,672 
1,102 
475 
41.2 
43 
17.8 
(39)
101 
Manufacturing
4,931 
423 
283 
8.6 
67 
5.7 
121 
90 
Finance leases (2)
6,059 
622 
398 
10.3 
64 
6.6 
81 
102 
Retail, wholesale and repairs
2,339 
388 
204 
16.6 
53 
8.7 
(28)
53 
Transport and storage
5,477 
264 
94 
4.8 
36 
1.7 
31 
14 
Health, education and leisure
1,419 
501 
245 
35.3 
49 
17.3 
134 
43 
Hotels and restaurants
1,161 
485 
289 
41.8 
60 
24.9 
125 
71 
Utilities
1,849 
66 
22 
3.6 
33 
1.2 
Other
4,721 
1,379 
549 
29.2 
40 
11.6 
254 
197 
Latent
— 
— 
647 
— 
— 
— 
(293)
— 
 
80,005 
24,006 
11,486 
30.0 
48 
14.4 
3,838 
2,390 
                 
of which:
               
UK
               
  - residential mortgages
1,423 
52 
11 
3.7 
21 
0.8 
  - personal lending
127 
37 
30 
29.1 
81 
23.6 
(12)
179 
  - property
24,610 
8,163 
3,093 
33.2 
38 
12.6 
1,033 
379 
  - construction
1,882 
772 
324 
41.0 
42 
17.2 
27 
90 
  - other
17,670 
2,064 
1,295 
11.7 
63 
7.3 
148 
257 
Europe
               
  - residential mortgages
553 
84 
49 
15.2 
58 
8.9 
30 
— 
  - personal lending
492 
66 
55 
13.4 
83 
11.2 
33 
104 
  - property
11,538 
9,277 
4,582 
80.4 
49 
39.7 
2,134 
494 
  - construction
735 
290 
142 
39.5 
49 
19.3 
(75)
— 
  - other
10,083 
1,831 
1,067 
18.2 
58 
10.5 
352 
110 
US
               
  - residential mortgages
2,926 
244 
120 
8.3 
49 
4.1 
264 
317 
  - personal lending
936 
0.7 
100 
0.7 
46 
68 
  - property
1,370 
218 
68 
15.9 
31 
5.0 
(18)
96 
  - construction
45 
23 
51.1 
39 
20.0 
11 
  - other
2,044 
172 
312 
8.4 
181 
15.3 
(201)
84 
RoW
               
  - residential mortgages
200 
— 
— 
— 
— 
— 
— 
— 
  - personal lending
— 
— 
— 
— 
— 
— 
— 
  - property
546 
311 
118 
57.0 
38 
21.6 
51 
35 
  - construction
10 
17 
— 
170.0 
— 
— 
— 
— 
  - other
2,814 
378 
204 
13.4 
54 
7.2 
11 
165 
Group
80,005 
24,006 
11,486 
30.0 
48 
14.4 
3,838 
2,390 
                 
Banks
706 
0.1 
100 
0.1 
— 
— 

For the notes to this table refer to page 193.
 
 
 
 
192

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: REIL, provisions and AFS reserves continued
Sector and geographical regional analyses: Non-Core continued

         
Credit metrics
   
2010
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions 
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
%
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Government (1)
1,671 
— 
— 
— 
— 
— 
— 
— 
Finance
7,791 
562 
193 
7.2 
34 
2.5 
88 
Personal
- mortgages
6,142 
277 
184 
4.5 
66 
3.0 
436 
426 
 
- unsecured
3,891 
413 
349 
10.6 
85 
9.0 
213 
306 
Property
47,948 
16,297 
5,918 
34.0 
36 
12.3 
3,943 
911 
Construction
3,425 
1,854 
653 
54.1 
35 
19.1 
341 
108 
Manufacturing
7,688 
644 
237 
8.4 
37 
3.1 
(211)
1,423 
Finance leases (2)
8,529 
603 
414 
7.1 
69 
4.9 
189 
71 
Retail, wholesale and repairs
3,191 
546 
313 
17.1 
57 
9.8 
135 
58 
Transport and storage
8,195 
136 
78 
1.7 
57 
1.0 
47 
Health, education and leisure
1,975 
548 
185 
27.7 
34 
9.4 
14 
135 
Hotels and restaurants
1,492 
528 
268 
35.4 
51 
18.0 
156 
57 
Utilities
2,948 
69 
20 
2.3 
29 
0.7 
13 
Other
8,115 
966 
534 
11.9 
55 
6.6 
248 
213 
Latent
— 
— 
1,005 
— 
— 
— 
(116)
— 
 
113,001 
23,443 
10,351 
20.7 
44 
9.2 
5,415 
3,807 
                 
of which:
               
UK
               
  - residential mortgages
1,665 
52 
3.1 
13 
0.4 
  - personal lending
585 
195 
177 
33.3 
91 
30.3 
13 
11 
  - property
30,789 
5,532 
1,719 
18.0 
31 
5.6 
1,152 
354 
  - construction
2,383 
1,211 
422 
50.8 
35 
17.7 
223 
81 
  - other
29,236 
1,784 
1,415 
6.1 
79 
4.8 
285 
305 
Europe
               
  - residential mortgages
621 
45 
21 
7.2 
47 
3.4 
37 
— 
  - personal lending
600 
198 
152 
33.0 
77 
25.3 
23 
  - property
12,636 
9,903 
3,959 
78.4 
40 
31.3 
2,587 
209 
  - construction
873 
600 
223 
68.7 
37 
25.5 
103 
  - other
13,521 
1,785 
888 
13.2 
50 
6.6 
195 
1,329 
US
               
  - residential mortgages
3,653 
180 
156 
4.9 
87 
4.3 
390 
424 
  - personal lending
2,704 
20 
20 
0.7 
100 
0.7 
79 
161 
  - property
3,318 
621 
159 
18.7 
26 
4.8 
237 
166 
  - construction
78 
43 
55.1 
19 
10.3 
20 
24 
  - other
4,020 
439 
476 
10.9 
108 
11.8 
(131)
329 
RoW
               
  - residential mortgages
203 
— 
— 
— 
— 
— 
  - personal lending
— 
— 
— 
— 
— 
98 
129 
  - property
1,205 
241 
81 
20.0 
34 
6.7 
(33)
182 
  - construction
91 
— 
— 
— 
— 
— 
(5)
— 
  - other
4,818 
594 
468 
12.3 
79 
9.7 
133 
93 
Group
113,001 
23,443 
10,351 
20.7 
44 
9.2 
5,415 
3,807 
                 
Banks
1,654 
0.1 
100 
0.1 
(8)
11 

Notes:
(1)
Includes central and local government.
(2)
Includes instalment credit.
 
 
 
 
193

 
 
Business review Risk and balance sheet management continued

Provisions and AFS reserves methodology
The Group's consumer portfolios, which consist of high volume, small value credits, have highly efficient largely automated processes for identifying problem credits and very short timescales, typically three months, before resolution or adoption of various recovery methods. Corporate portfolios consist of higher value, lower volume credits, which tend to be structured to meet individual customer requirements.

Provisions are assessed on a case by case basis by experienced specialists with input from professional valuers and accountants. The Group operates a transparent provisions governance framework, setting thresholds to trigger enhanced oversight and challenge.

Analyses of provisions are set out on pages 195 to 197.

Available-for-sale financial assets are initially recognised at fair value plus directly related transaction costs and are subsequently measured at fair value with changes in fair value reported in owners’ equity until disposal, at which stage the cumulative gain or loss is recognised in profit or loss. When there is objective evidence that an available-for-sale financial asset is impaired, any decline in its fair value below original cost is removed from equity and recognised in profit or loss.

The Group reviews its portfolios of available-for-sale financial assets for evidence of impairment, which includes: default or delinquency in interest or principal payments; significant financial difficulty of the issuer or obligor; and it becoming probable that the issuer will enter bankruptcy or other financial reorganisation. However, the disappearance of an active market because an entity’s financial instruments are no longer publicly traded is not evidence of impairment. Furthermore, a downgrade of an entity’s credit rating is not, of itself, evidence of impairment, although it may be evidence of impairment when considered with other available information. A decline in the fair value of a financial asset below its cost or amortised cost is not necessarily evidence of impairment. Determining whether objective evidence of impairment exists requires the exercise of management judgement. The unrecognised losses on the Group’s available-for-sale debt securities are concentrated in its portfolios of mortgage-backed securities. The losses reflect the widening of credit spreads as a result of the reduced market liquidity in these securities and the current uncertain macroeconomic outlook in the US and Europe. The underlying securities remain unimpaired.

Analyses of AFS debt securities and related AFS reserves are set out on page 199.


REIL flow statement
REIL are stated without giving effect to any security held that could reduce the eventual loss should it occur or to any provisions marked.

 
UK 
Retail 
UK 
 Corporate 
Wealth 
International 
Banking 
Ulster 
Bank 
US Retail & 
Commercial 
Markets 
Core 
Non-Core 
Total 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
At 1 January 2012
4,599 
5,001 
211 
1,632 
5,523 
1,007 
414 
18,387 
24,007 
42,394 
Currency translation and other adjustments
53 
(6)
(1)
(227)
(115)
(47)
184 
(159)
(487)
(646)
Additions
1,771 
4,362 
111 
286 
3,299 
660 
56 
10,545 
5,800 
16,345 
Transfers (1)
(33)
7
— 
(110)
— 
— 
6
(130)
70 
(60)
Transfer to performing book
— 
(133)
(8)
(624)
— 
— 
(75)
(840)
(1,035)
(1,875)
Repayments
(1,222)
(3,265)
(50)
(90)
(1,102)
(83)
(80)
(5,892)
(4,860)
(10,752)
Amounts written-off
(599)
(514)
(15)
(445)
(72)
(391)
(109)
(2,145)
(2,121)
(4,266)
At 31 December 2012
4,569 
5,452 
248 
422 
7,533 
1,146 
396 
19,766 
21,374 
41,140 


Non-Core (by donating divisions)
UK 
Corporate 
International 
Banking 
Ulster 
Bank 
US Retail & Commercial 
Other 
Total 
 
£m 
£m 
£m 
£m 
£m 
£m 
At 1 January 2012
3,685 
8,051 
11,675 
486 
110 
24,007 
Currency translation and other adjustments
(57)
(104)
(231)
(20)
(75)
(487)
Additions
1,542 
2,210 
1,713 
323 
12 
5,800 
Transfers
11 
59 
— 
— 
— 
70 
Transfer to performing book
(171)
(863)
— 
— 
(1)
(1,035)
Repayments
(1,798)
(1,379)
(1,618)
(62)
(3)
(4,860)
Amounts written-off
(590)
(1,067)
(140)
(309)
(15)
(2,121)
At 31 December 2012
2,622 
6,907 
11,399 
418 
28 
21,374 

Note:
(1)
Represents transfers to/from REIL from/to potential problem loans.
 
 
 
 
194

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: REIL, provisions and AFS reserves continued
REIL and PPLs summary
The table below analyses REIL between UK and overseas, based on the location of the lending office.

 
2012
 
2011
 
2010
 
Core 
£m 
Non-Core 
£m 
Total 
£m 
 
Core 
£m 
Non-Core 
£m 
Total 
£m 
 
Core 
£m 
Non-Core 
£m 
Total 
£m 
Impaired loans
                     
  - UK
9,332 
9,081 
18,413 
 
9,754 
10,580 
20,334 
 
8,575 
7,835 
16,410 
  - overseas
8,219 
11,867 
20,086 
 
6,839 
12,885 
19,724 
 
4,936 
14,408 
19,344 
 
17,551 
20,948 
38,499 
 
16,593 
23,465 
40,058 
 
13,511 
22,243 
35,754 
                       
Accruing loans past due 90 days or more
                     
  - UK
1,759 
248 
2,007 
 
1,430 
508 
1,938 
 
1,434 
939 
2,373 
  - overseas
456 
178 
634 
 
364 
34 
398 
 
262 
262 
524 
 
2,215 
426 
2,641 
 
1,794 
542 
2,336 
 
1,696 
1,201 
2,897 
Total REIL
19,766 
21,374 
41,140 
 
18,387 
24,007 
42,394 
 
15,207 
23,444 
38,651 
                       
REIL as a % of gross loans and advances (1)
4.9% 
38.2% 
9.1% 
 
4.4% 
30.1% 
8.6% 
 
3.7% 
20.8% 
7.3% 
Provisions as a % of REIL
51% 
52% 
52% 
 
50% 
48% 
49% 
 
52% 
44% 
47% 

Note:
(1)
Includes disposal groups but excludes reverse repos.

Past due analysis
The table below shows loans and advances to customers that were past due at the balance sheet date but are not considered impaired.

 
2012
 
2011
 
2010
 
Core 
Non-Core 
Total 
 
Core 
Non-Core 
Total 
 
Core 
Non-Core 
Total 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Past due 1-29 days
5,349 
250 
5,599 
 
5,722 
724 
6,446 
 
6,401 
822 
7,223 
Past due 30-59 days
1,062 
55 
1,117 
 
1,556 
171 
1,727 
 
1,725 
392 
2,117 
Past due 60-89 days
1,151 
26 
1,177 
 
975 
107 
1,082 
 
922 
271 
1,193 
Past due 90 days or more
2,215 
426 
2,641 
 
1,794 
542 
2,336 
 
1,696 
1,201 
2,897 
 
9,777 
757 
10,534 
 
10,047 
1,544 
11,591 
 
10,744 
2,686 
13,430 

Impairment provisions flow statement
The movement in loan impairment provisions by division is shown in the table below.

 
UK 
Retail 
UK 
Corporate 
Wealth 
International 
Banking 
Ulster 
Bank 
US 
R&C (1)
 
Total 
R&C (1)
Markets 
Central 
Items 
 
Total 
Core 
Non-Core 
RFS MI 
Group 
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
At 1 January 2012
2,679 
2,061 
81 
851 
2,749 
455 
 
8,876 
311 
— 
 
9,187 
11,487 
— 
20,674 
Currency translation and other adjustments
12 
87 
— 
(131)
(54)
53 
 
(33)
77 
— 
 
44 
(369)
— 
(325)
Disposal of subsidiaries
— 
— 
— 
— 
— 
— 
 
— 
— 
— 
 
— 
(1)
(4)
(5)
Amounts written-off
(599)
(514)
(15)
(445)
(72)
(391)
 
(2,036)
(109)
— 
 
(2,145)
(2,121)
— 
(4,266)
Recoveries of amounts previously written-off
96 
18 
— 
85 
 
210 
— 
 
211 
130 
— 
341 
Charged to income statement
                             
  - continuing operations
529 
836 
46 
111 
1,364 
83 
 
2,969 
25 
 
2,995 
2,320 
— 
5,315 
  - discontinued operations
— 
— 
— 
— 
— 
— 
 
— 
— 
— 
 
— 
— 
Unwind of discount (2)
(88)
(56)
(3)
(4)
(79)
— 
 
(230)
— 
— 
 
(230)
(246)
— 
(476)
At 31 December 2012
2,629 
2,432 
109 
391 
3,910 
285 
 
9,756 
305 
 
10,062 
11,200 
— 
21,262 
                               
Individually assessed
                             
  - banks
— 
— 
— 
— 
— 
 
107 
— 
 
113 
1
— 
114 
  - customers
— 
1,024 
96 
270 
1,213 
46 
 
2,649 
189 
 
2,839 
9,805 
— 
12,644 
Collectively assessed
2,439 
1,111 
— 
— 
2,110 
125 
 
5,785 
— 
— 
 
5,785 
757 
— 
6,542 
Latent
190 
297 
13 
115 
587 
114 
 
1,316 
9
— 
 
1,325 
637 
— 
1,962 
 
2,629 
2,432 
109 
391 
3,910 
285 
 
9,756 
305 
 
10,062 
11,200 
— 
21,262 

For the notes to these tables refer to page 197.

 
 
 
195

 
 
Business review Risk and balance sheet management continued

 
 
Non-Core (by donating division)
 
UK 
Corporate 
International 
Banking 
Ulster 
Bank 
US 
R&C (1)
Other 
Total 
 
£m 
£m 
£m 
£m 
£m 
£m 
At 1 January 2012
1,633 
3,027 
6,363 
416 
48 
11,487 
Currency translation and other adjustments
(100)
(58)
(107)
(89)
(15)
(369)
Disposal of subsidiaries
— 
— 
— 
(1)
(1)
Amounts written-off
(590)
(1,067)
(140)
(309)
(15)
(2,121)
Recoveries of amounts previously written-off
21 
38 
63 
130 
Charged to income statement
           
  - continuing operations
241 
913 
983 
177 
2,320 
Unwind of discount (2)
(38)
(38)
(170)
— 
— 
(246)
At 31 December 2012
1,167 
2,815 
6,933 
257 
28 
11,200 
             
Individually assessed
           
  - banks
— 
— 
— 
— 
  - customers
688 
2,604 
6,481 
24 
9,805 
Collectively assessed
422 
225 
92 
18 
757 
Latent
57 
210 
227 
141 
637 
 
1,167 
2,815 
6,933 
257 
28 
11,200 


 
UK 
Retail 
UK 
Corporate 
Wealth 
International 
Banking 
Ulster 
Bank 
US 
R&C (1)
 
Total 
R&C (1)
Markets 
 
Total 
Core 
Non-Core 
RFS MI 
Group 
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
£m 
£m 
At 1 January 2011
2,741 
1,746 
66 
855 
1,633 
509 
 
7,550 
316 
 
7,866 
10,352 
— 
18,218 
Intra-group transfers
— 
177 
— 
— 
— 
— 
 
177 
— 
 
177 
(177)
— 
— 
Currency translation and other adjustments
— 
25 
(37)
(79)
(5)
 
(93)
17 
 
(76)
(225)
— 
(301)
Disposal of subsidiaries
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
— 
Amounts written-off
(823)
(658)
(11)
(125)
(124)
(373)
 
(2,114)
(23)
 
(2,137)
(2,390)
— 
(4,527)
Recoveries of amounts previously written-off
69 
17 
— 
76 
 
166 
 
167 
360 
— 
527 
Charged to income statement
                           
  - continuing operations
788 
790 
25 
168 
1,384 
248 
 
3,403 
— 
 
3,403 
3,838 
— 
7,241 
  - discontinued operations
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
— 
(8)
(8)
Unwind of discount (2)
(96)
(36)
(2)
(13)
(66)
— 
 
(213)
— 
 
(213)
(271)
— 
(484)
At 31 December 2011
2,679 
2,061 
81 
851 
2,749 
455 
 
8,876 
311 
 
9,187 
11,487 
— 
20,674 
                             
Individually assessed
                           
  - banks
— 
— 
44 
— 
— 
 
46 
76 
 
122 
— 
123 
  - customers
— 
838 
70 
637 
991 
73 
 
2,609 
224 
 
2,833 
9,965 
— 
12,798 
Collectively assessed
2,474 
894 
— 
1,282 
162 
 
4,814 
— 
 
4,814 
874 
— 
5,688 
Latent
205 
329 
168 
476 
220 
 
1,407 
11 
 
1,418 
647 
— 
2,065 
 
2,679 
2,061 
81 
851 
2,749 
455 
 
8,876 
311 
 
9,187 
11,487 
— 
20,674 

For the notes to these tables refer to page 197.
 
 
 
 
196

 
 
Business review Risk and balance sheet management continued

 
Balance sheet analysis: REIL, provisions and AFS reserves continued

 
UK 
Retail 
UK 
Corporate 
Wealth 
International 
Banking 
Ulster 
Bank 
US 
R&C (1)
 
Total 
R&C (1)
Markets 
 
Total 
Core 
Non-Core 
RFS MI 
Group 
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
£m 
£m 
At 1 January 2010
2,677 
1,287 
55 
1,139 
962 
482 
 
6,602 
319 
 
6,921 
8,553 
2,110 
17,584 
Transfers to disposal groups
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
(72)
— 
(72)
Intra-group transfers
— 
— 
— 
(217)
(351)
— 
 
(568)
— 
 
(568)
568 
— 
— 
Currency translation and other adjustments
— 
71 
(98)
(22)
20 
 
(25)
 
(16)
(206)
— 
(222)
Disposal of subsidiaries
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
(20)
(2,152)
(2,172)
Amounts written-off
(1,135)
(357)
(9)
(92)
(48)
(550)
 
(2,191)
(33)
 
(2,224)
(3,818)
— 
(6,042)
Recoveries of amounts previously written-off
128 
— 
72 
 
211 
 
213 
198 
— 
411 
Charged to income statement
                           
  - continuing operations
1,160 
768 
18 
125 
1,161 
485 
 
3,717 
20 
 
3,737 
5,407 
— 
9,144 
  - discontinued operations
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
— 
42 
42 
Unwind of discount (2)
(89)
(31)
(2)
(4)
(70)
— 
 
(196)
(1)
 
(197)
(258)
— 
(455)
At 31 December 2010
2,741 
1,746 
66 
855 
1,633 
509 
 
7,550 
316 
 
7,866 
10,352 
— 
18,218 
                             
Individually assessed
                           
  - banks
— 
— 
46 
— 
— 
 
48 
78 
 
126 
— 
127 
  - customers
— 
546 
57 
572 
502 
56 
 
1,733 
215 
 
1,948 
8,176 
— 
10,124 
Collectively assessed
2,526 
703 
— 
— 
733 
177 
 
4,139 
— 
 
4,139 
1,170 
— 
5,309 
Latent
215 
497 
237 
398 
276 
 
1,630 
23 
 
1,653 
1,005 
— 
2,658 
 
2,741 
1,746 
66 
855 
1,633 
509 
 
7,550 
316 
 
7,866 
10,352 
— 
18,218 

Notes:
(1)
Retail & Commercial.
(2)
Recognised in interest income.

Impairment provisions
The table below analyses impairment provisions in respect of loans and advances to banks and customers.

 
2012 
 
2011
 
2010
 
Core 
Non-Core
Total 
 
Core 
Non-Core 
Total 
 
Core 
Non-Core 
Total 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Individually assessed
2,839 
9,805 
12,644 
 
2,833 
9,965 
12,798 
 
1,948 
8,176 
10,124 
Collectively assessed
5,785 
757 
6,542 
 
4,814 
874 
5,688 
 
4,139 
1,170 
5,309 
Latent loss
1,325 
637 
1,962 
 
1,418 
647 
2,065 
 
1,653 
1,005 
2,658 
Loans and advances to customers
9,949 
11,199 
21,148 
 
9,065 
11,486 
20,551 
 
7,740 
10,351 
18,091 
Loans and advances to banks
113 
114 
 
122 
123 
 
126 
127 
Total provisions
10,062 
11,200 
21,262 
 
9,187 
11,487 
20,674 
 
7,866 
10,352 
18,218 
                       
Provisions as a % of REIL
51% 
52% 
52% 
 
50% 
48% 
49% 
 
52% 
44% 
47% 
Customer provisions as a % of customer loans (1)
2.5% 
20.0
4.7% 
 
2.2% 
14.4% 
4.2% 
 
1.9% 
9.1% 
3.4% 

Note:
(1)
Includes disposal groups and excludes reverse repos.

Key points
·
Within Core, the increase in collectively assessed provisions related primarily to Ulster Bank’s mortgage and corporate portfolio reflecting a continuation of difficult conditions in Ireland.

·
Non-Core individually assessed provisions decreased by £0.2 billion, principally reflecting write-offs in Markets and UK Corporate.


 
 
197

 
 
Business review Risk and balance sheet management continued

Impairment charge analysis
The table below analyses the impairment charge for loans and securities.

 
UK 
Retail 
UK 
Corporate 
Wealth 
International 
Banking 
Ulster 
Bank 
US 
R&C (1)
 
Total 
R&C (1)
Markets 
Central 
Items 
 
Total 
Core 
Non-Core 
Group 
2012
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Individually assessed
— 
554 
42 
136 
457 
15 
 
1,205 
28 
 
1,233 
1,936 
3,169 
Collectively assessed
544 
317 
— 
(1)
787 
237 
 
1,884 
— 
— 
 
1,884 
312 
2,196 
Latent loss
(15)
(35)
(47)
120 
(169)
 
(143)
(3)
— 
 
(145)
72 
(73)
Loans to customers
529 
836 
46 
88 
1,364 
83 
 
2,946 
25 
 
2,972 
2,320 
5,292 
Loans to banks
— 
— 
— 
23 
— 
— 
 
23 
— 
— 
 
23 
— 
23 
Securities - other
— 
— 
— 
— 
 
10 
12 
39 
 
61 
(97)
(36)
Charge to income statement
529 
838 
46 
111 
1,364 
91 
 
2,979 
37 
40 
 
3,056 
2,223 
5,279 

2011
                           
Individually assessed
612 
24 
233 
637 
64 
 
1,570 
10 
 
1,580 
3,615 
5,195 
Collectively assessed
798 
392 
— 
655 
230 
 
2,075 
 
2,075 
516 
2,591 
Latent loss
(10)
(213)
(65)
92 
(46)
 
(241)
(11)
 
(252)
(293)
(545)
Loans to customers
788 
791 
25 
168 
1,384 
248 
 
3,404 
(1)
 
3,403 
3,838 
7,241 
Securities
                           
  - sovereign debt (2)
 
1,268 
 
1,268 
1,268 
  - other
78 
 
80 
39 
(2)
 
117 
83 
200 
Charge to income statement
788 
793 
25 
168 
1,384 
326 
 
3,484 
38 
1,266 
 
4,788 
3,921 
8,709 

Notes:
(1)
Retail & Commercial.
(2)
Includes related interest rate hedge instruments.
 
 
 
Non-Core (by donating division)
 
UK 
Corporate 
International 
Banking 
Ulster 
Bank 
US 
R&C (1)
Other 
Total 
2012
£m 
£m 
£m 
£m 
£m 
£m 
Individually assessed
206 
913 
842 
(25)
— 
1,936 
Collectively assessed
71 
25 
208 
312 
Latent loss
(37)
116 
(6)
(2)
72 
Loans to customers
240 
914 
983 
177 
2,320 
Securities
(97)
— 
(97)
Charge to income statement
240 
817 
983 
177 
2,223 
             
2011
           
Individually assessed
512 
679 
2,426 
(3)
3,615 
Collectively assessed
129 
29 
372 
(14)
516 
Latent loss
(113)
(106)
(66)
(8)
(293)
Loans to customers
528 
679 
2,349 
303 
(21)
3,838 
Securities
78 
83 
Charge to income statement
528 
757 
2,349 
303 
(16)
3,921 

Notes:
(1)
Retail & Commercial.
 
 
 
 
198

 
 
Business review Risk and balance sheet management continued

Balance sheet analysis: REIL, provisions and AFS reserves continued
The tables below analyses the impairment charge for loans and securities.

 
2012 
 
2011
 
2010
 
Core 
Non-Core
Total 
 
Core 
Non-Core 
Total 
 
Core 
Non-Core 
Total 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Individually assessed
1,233 
1,936 
3,169 
 
1,580 
3,615 
5,195 
 
1,489 
4,719 
6,208 
Collectively assessed
1,884 
312 
2,196 
 
2,075 
516 
2,591 
 
2,258 
812 
3,070 
Latent loss
(145)
72 
(73)
 
(252)
(293)
(545)
 
(5)
(116)
(121)
Loans to customers
2,972 
2,320 
5,292 
 
3,403 
3,838 
7,241 
 
3,742 
5,415 
9,157 
Loans to banks
23 
— 
23 
 
— 
— 
— 
 
(5)
(8)
(13)
Securities
- sovereign debt (1)
— 
— 
— 
 
1,268 
— 
1,268 
 
— 
— 
— 
 
- other
61 
(97)
(36)
 
117 
83 
200 
 
44 
68 
112 
Charge to income statement
3,056 
2,223 
5,279 
 
4,788 
3,921 
8,709 
 
3,781 
5,475 
9,256 
                       
Charge as a % of gross loans (1)
0.7% 
4.2% 
1.2% 
 
0.8% 
4.8% 
1.5% 
 
0.9% 
4.8% 
1.7% 

Notes:
(1)
Includes related interest rate hedge adjustments.
(2)
Customer loan impairment charge as a percentage of gross loans and advances to customers including assets of disposal groups and excluding reverse repurchase agreements.
 

   
2012
 
2011
 
2010
   
Core 
Non-Core 
Total 
 
Core 
Non-Core 
Total 
 
Core
Non-Core
Total
   
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m
£m
£m
Loan impairment losses
                       
  - customers
 
2,972 
2,320 
5,292 
 
3,403 
3,838 
7,241 
 
3,742 
5,415 
9,157 
  - banks
 
23 
— 
23 
 
— 
— 
— 
 
(5)
(8)
(13)
   
2,995 
2,320 
5,315 
 
3,403 
3,838 
7,241 
 
3,737 
5,407 
9,144 
                         
Impairment losses on securities
                       
  - debt securities
 
47 
(114)
(67)
 
1,381 
52 
1,433 
 
40 
41 
81 
  - equity securities
 
14 
17 
31 
 
31 
35 
 
27 
31 
   
61 
(97)
(36)
 
1,385 
83 
1,468 
 
44 
68 
112 
                         
Charge to income statement
 
3,056 
2,223 
5,279 
 
4,788 
3,921 
8,709 
 
3,781 
5,475 
9,256 

Potential problem loans
Potential problem loans (PPL) are loans for which an impairment event has taken place but no impairment loss is expected. This category is used for advances which are not past due 90 days or revolving credit facilities where identification as 90 days overdue is not feasible.

 
2012 
2011 
2010 
£m 
£m 
£m 
Potential problem loans
807 
739 
633 

Both REIL and PPL are reported gross and take no account of the value of any security held which could reduce the eventual loss should it occur, nor of any provision marked. Therefore impaired assets which are highly collateralised, such as mortgages, will have a low coverage ratio of provisions held against the reported impaired balance.

AFS reserves
The table below analyses available-for-sale debt securities and related reserves, gross of tax.

 
2012
 
2011
 
2010
 
UK 
US 
Other (1)
Total 
 
UK 
US 
Other (1)
Total 
 
UK 
US 
Other (1)
Total 
 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
Central and local government
9,774 
19,046 
16,155 
44,975 
 
13,436 
20,848 
25,552 
59,836 
 
8,377 
22,244 
32,865 
63,486 
Banks
1,085 
357 
7,419 
8,861 
 
1,391 
376 
11,408 
13,175 
 
4,297 
704 
11,981 
16,982 
Other financial institutions
2,861 
10,613 
10,416 
23,890 
 
3,100 
17,453 
11,199 
31,752 
 
1,662 
15,973 
11,513 
29,148 
Corporate
1,318 
719 
1,130 
3,167 
 
1,105 
131 
1,299 
2,535 
 
438 
65 
1,011 
1,514 
Total
15,038 
30,735 
35,120 
80,893 
 
19,032 
38,808 
49,458 
107,298 
 
14,774 
38,986 
57,370 
111,130 
                             
Of which ABS
3,558 
14,209 
12,976 
30,743 
 
3,659 
20,256 
16,820 
40,735 
 
4,002 
20,872 
17,641 
42,515 
                             
AFS reserves (gross)
667 
763 
(1,277)
153 
 
845 
486 
(1,815)
(484)
 
158 
(304)
(2,559)
(2,705)

Note:
(1)
Includes eurozone countries as detailed in the Country risk section (page 246).

Refer to Country risk section for additional analysis on eurozone country by country AFS reserves.
 
 
 
 
199

 
 
Business review Risk and balance sheet management continued

AFS gross unrealised losses
The table below shows the fair value of available-for-sale debt securities that were in an unrealised loss position at 31 December and the related gross unrealised losses.
 
 
Less than 12 months
 
More than 12 months
 
Total
 
Fair value 
Gross 
unrealised 
losses 
 
 
Fair value 
Gross 
unrealised 
losses 
 
 
Fair value 
Gross 
unrealised 
losses 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
               
  - US
59 
 
— 
— 
 
59 
  - other
1,625 
 
145 
12 
 
1,770 
14 
Banks
398 
 
3,466 
507 
 
3,864 
509 
Other financial institutions
248 
19 
 
7,686 
1,300 
 
7,934 
1,319 
Corporate
346 
 
— 
 
350 
Total
2,676 
28 
 
11,301 
1,819 
 
13,977 
1,847 
                 
Of which ABS
398 
20 
 
10,999 
1,797 
 
11,397 
1,817 
 
 
2011
               
Central and local government - other
2,878 
65 
 
778 
106 
 
3,656 
171 
Banks
3,924 
49 
 
5,676 
789 
 
9,600 
838 
Other financial institutions
472 
41 
 
6,504 
2,345 
 
6,976 
2,386 
Corporate
204 
11 
 
78 
 
282 
13 
Total
7,478 
166 
 
13,036 
3,242 
 
20,514 
3,408 
                 
Of which ABS
878 
54 
 
11,908 
3,104 
 
12,786 
3,158 
 
 
2010
               
Central and local government
               
  - UK
716 
10 
 
— 
— 
 
716 
10 
  - US
74 
 
163 
 
237 
  - Other
4,328 
 
1,738 
612 
 
6,066 
618 
Banks
1,655 
16 
 
6,202 
770 
 
7,857 
786 
Other financial institutions
2,993 
73 
 
6,972 
2,553 
 
9,965 
2,626 
Corporate
163 
32 
 
114 
23 
 
277 
55 
Total
9,929 
138 
 
15,189 
3,959 
 
25,118 
4,097 
                 
Of which ABS
2,519 
101 
 
12,867 
3,296 
 
15,386 
3,397 

 
 
 
 
 
200

 
 

Market risk
202
Introduction
202
Governance
202
Risk measurement
202
  Key principles
203
  Risk appetite
203
  Risk models
205
  Stress testing
205
  Pricing models
206
Market risk analyses
206
  Trading revenues
207
  Daily VaR graph
207
  Trading book
208
VaR non-trading portfolios
208
  VaR
209
  Structured credit portfolio
209
Market risk capital
209
  Minimum capital requirements
210
  IRC by rating and product category
210
  Securitisation positions in the trading book
 
 

 
 
201

 
 
Business review Risk and balance sheet management continued
 
 
Market risk
Introduction
Market risk arises from fluctuations in interest rates, foreign currency, credit spreads, equity prices, commodity prices and risk related factors such as market volatilities. The Group manages market risk within its trading and non-trading portfolios through a comprehensive market risk management framework. This control framework includes qualitative and quantitative guidance in the form of comprehensive policy statements, dealing authorities, limits based on, but not limited to, value-at-risk (VaR), stressed VaR (SVaR), stress testing and sensitivity analyses.

Governance
Business structure
The primary focus of the Group’s trading activities is to provide an extensive range of financing, risk management and investment services to its customers, including major corporations and financial institutions around the world. The Group undertakes these activities organised within the principal business lines: money markets; rates flow trading; currencies and commodities; equities; credit markets; and portfolio management and origination.

Financial instruments held in the Group’s trading portfolios include, but are not limited to: debt securities; loans; deposits; equities; securities sale and repurchase agreements and derivative financial instruments.

The Group undertakes transactions in financial instruments that are traded or cleared on an exchange, including interest rate swaps, futures and options. Holders of exchange traded instruments provide margin on a daily basis with cash or other security at the exchange.

The Group also undertakes transactions in financial instruments that are traded over-the-counter rather than on a recognised exchange. These instruments range from commoditised transactions in derivative markets, to trades where the specific terms are tailored to meet customer requirements.

In 2011, RBS Group announced plans to transfer a substantial part of its business from RBS N.V. to RBS plc, in an effort to simplify the structure and reduce risk. During 2012, a substantial part of the business was transferred to RBS plc. A key element of this was the Financial Services Authority (FSA) approval of the Netherlands trading branch location into the scope of the regulatory models.

Organisation structure
Independent oversight and support is provided to the divisions by the Global Head of Market & Insurance Risk, assisted by the Group and divisional market risk teams. The head of each division, assisted by a divisional market risk management team, is accountable for all market risks associated with its activities. The Global Market Risk Committee reviews and makes recommendations concerning the market risk profile across the Group, including risk appetite, risk policy, models, methodology and market risk development issues. The committee meets quarterly and is chaired by the Global Head of Market & Insurance Risk. Attendees include respective divisional market risk managers and Group Market Risk.
 
Regulatory Risk
Trading activities will indirectly be impacted by regulatory proposals that will change market participants behaviours. These are discussed in more detail in the Regulatory risk section (refer to page 244). Developments specific to market risk include the Fundamental Review of the Trading Book (FRTB) and the Fundamental Review of the Securitisation Treatments. The FRTB remains at a conceptual stage and there is currently insufficient practical detail available to provide a meaningful assessment of what may eventually be implemented. The Basel Committee's review of the treatment of securitisation positions is further advanced and the Group is currently reviewing how it can participate to assess the impact on trading book activities.

Risk measurement
Key principles
The Group’s qualitative market risk appetite is set out in policy statements, which outline the governance, responsibilities and requirements surrounding the identification, measurement, analysis, management and communication of market risk arising from the trading and non-trading investment activities of the Group. All teams involved in the management and control of market risk are required to fully comply with the policy statements to ensure the Group is not exposed to market risk beyond the qualitative and quantitative risk appetite. The control framework covers the following principles:

·
Clearly defined responsibilities and authorities for the primary groups involved in market risk management in the Group;

·
An independent market risk management process;

·
Daily monitoring, analysis and reporting of market risk exposures against market risk limits;

·
Clearly defined limit structure and escalation process in the event of a market risk limit excess;

·
A market risk measurement methodology that captures correlation effects and allows aggregation of market risk across risk types, markets and business lines;

·
Use of VaR as a measure of the one-day and SVaR as a measure of the ten-day market risk exposure of all trading positions;

·
Use of non-VaR based limits and other controls;

·
Use of stress testing and scenario analysis to support the market risk measurement and risk management process by assessing how portfolios and global business lines perform under extreme market conditions;

·
Use of back-testing as a diagnostic tool to assess the accuracy of the VaR model and other risk management techniques;

·
Adherence to the risks not in VaR framework to identify, quantify and capitalise risks not captured within the VaR model; and

·
A product approval process that requires market risk teams to assess and quantify market risk associated with proposed new products.
 
 
 
202

 
 
Business review Risk and balance sheet management continued
 
 
Market risk: Risk measurement continued
Risk appetite*
The Executive Risk Forum (ERF) approves the quantitative market risk appetite for trading and non-trading activities. The Global Head of Market & Insurance Risk, under delegated authority from the ERF, sets and populates a limit framework, which is cascaded down through legal entity, division, business and desk level market risk limits.

At the Group level, the risk appetite is expressed in the form of a combination of VaR, SVaR, sensitivity and stress testing limits.

A daily report summarises the Group’s market risk exposures against the agreed limits. This daily report is sent to the Head of Restructuring & Risk, Global Head of Market & Insurance Risk, divisional Chief Risk Officers and appropriate divisional market risk managers.

Legal entities, divisions and lower levels in the business also have an appropriate market risk framework of controls and limits in place to cover all material market risk exposures.

The specific market risk metrics that are appropriate for controlling the positions of a desk will be more granular than the Group level limits and tailored to the particular division and business.

The market risk control framework has been enhanced further during 2012 with the implementation of SVaR and portfolio gap risk limits. The portfolio gap risk takes into consideration the possibility of the joint occurrence of losses across different gap risk products.

In line with the overall business strategy to reduce risk exposures, the Group’s market risk limits were adjusted down during 2012. The majority of the Group’s market risk exposure were in the Markets, International Banking and Non-Core divisions and Group Treasury. The Group is also exposed to market risk through interest rate risk and foreign exchange risk on its non-trading activities in the retail and commercial businesses. These aspects are discussed in more detail in Non-traded interest rate risk on page 112 and Structural foreign currency exposures on page 114.

In 2012, a market risk economic capital model was developed. It is planned to use this model for performance measurement within Markets and to assess the risks of the group from a consolidated economic perspective. The results of the model will be consolidated with other risk types and reported during 2013. The model calculates the market and default risk in the trading book using an extended historic simulation approach with multiple liquidity horizons (differentiated by portfolio and asset class). The results are annualised to be consistent with the other Group economic capital models.

Risk models*
Risk models are developed both within divisional units and by Group functions. Risk models are also subject to independent review and sign-off to the same standard as pricing models. Meetings are held with the FSA every quarter to discuss the traded market risk, including changes in models, management, back-testing results, risks not included in the VaR framework and other model performance statistics.
 
VaR - is a technique that produces estimates of the potential change in the market value of a portfolio over a specified time horizon at a given confidence level. For internal risk management purposes, the Group’s VaR assumes a time horizon of one trading day and a confidence level of 99%. The Group's VaR model is based on a historical simulation model, utilising data from the previous two years.

The VaR model has been approved by the FSA to calculate regulatory capital for the trading book for those legal entities under its jurisdiction. These legal entities are The Royal Bank of Scotland plc; National Westminster Bank Plc; RBS Financial Products Inc; and RBS Securities Inc. Regulatory VaR differs from the internal VaR as it is based on a ten-day holding period. The approval covers general market risk in interest rate, foreign exchange, equity and specified commodity products and specific risk in interest rate and equity products.

The VaR model is an important market risk measurement and control tool. It is used for determining a significant component of the market risk capital and, as such, it is regularly assessed. The main approach employed to asses the ongoing model performance is back-testing, which counts the number of days when a loss (as defined by the FSA) exceeds the corresponding daily VaR estimate, measured at a 99% confidence level. The FSA categorises a VaR model as green, amber or red. A green model status is consistent with a good working model and is achieved for models that have four or fewer back-testing exceptions in a 12-month period. For the Group’s trading book, a green model status was maintained throughout 2012.

The Group’s VaR should be interpreted in light of the limitations of the methodology used, as follows:

·
Historical simulation VaR may not provide the best estimate of future market movements. It can only provide a forecast of portfolio losses based on events that occurred in the two-year time series. Therefore, events that are more severe than those in the historical data series are not represented.

·
The use of a 99% confidence level does not reflect the extent of potential losses beyond that percentile.

·
The use of a one-day time horizon will not fully capture the profit and loss implications of positions that cannot be liquidated or hedged within one day.

·
The Group computes the VaR of trading portfolios at the close of business. Positions may change substantially during the course of the trading day and, if so, intra-day profit and losses will be incurred.

These limitations mean that the Group cannot guarantee that losses will not exceed the VaR.
 

 
203

 
 
Business review Risk and balance sheet management continued
 
 
During 2012, an improved methodology was implemented for interest rates, to more realistically represent the distribution of rate changes. The enhanced model introduces a level-dependent scaling methodology for interest rates, which removes the overestimation of rate fluctuations in regimes of declining rates and leads to a swifter adaptation to changing circumstances in times of increasing rates. At the point of implementation the impact on the trading VaR was a decrease of £3.9 million, while the interest rate VaR saw an increase of £1.4 million. The non-trading total and interest rate VaR decreased by £0.5 million and £1.9 million respectively.

SVaR - is applied to the trading portfolio and utilises data from a specific one year period of stress. As with VaR, the technique produces estimates of the potential change in the market value of a portfolio over a specified time horizon at given confidence level. For the purposes of calculating regulatory SVaR, a time horizon of ten trading days is assumed and a confidence level of 99%.

In December 2012, the FSA confirmed the European Banking Authority guidelines relating to SVaR. The FSA now requires the use of ‘Dynamic’ SVaR, where the worst one year period of stress is determined on a daily basis.

Risks not in VaR (RNIV) - The RNIV framework has been developed to quantify those market risks not adequately captured by VaR and SVaR methodologies. The RNIV approach is used for market risks that fall within the scope of VaR, but which are insufficiently captured by the model methodology, for example due to the lack of sufficient historical data. These risks are therefore assessed outside the VaR model.

The Group adopts two approaches to the quantification of risks not in VaR (RNIVs):

·
Some RNIVs are quantified using a (standalone) VaR approach. For these RNIVs, two values are calculated: (i) the VaR RNIV; and (ii) the SVaR RNIV.

·
Some RNIVs are quantified using a stress scenario approach. For these RNIVs, an assessment of ten-day extreme, but plausible, market moves is used in combination with position sensitivities to give a stress-type loss number - the stressed RNIV value.

For each legal entity covered by the FSA VaR model waiver, all RNIVs are aggregated to obtain the following three measures: (i) Total VaR RNIV; (ii) Total SVaR RNIV; and (iii) Total stressed RNIV.

In each case, no allowance is made for potential diversification in respect of material RNIVs.

Incremental risk charge (IRC) - The IRC model aims to quantify the impact of defaults and rating changes on the market value of bonds, credit derivatives, and other related positions held in the trading book. It is calculated over a one year horizon to a 99.9% confidence level, and therefore represents a 1-in-1,000 loss over the following year. The modelling framework differentiates between the liquidity of different underlying instruments, with a minimum liquidity horizon of three months. It also captures basis risks between different products referencing the same underlying credit (e.g. bonds and credit default swaps (CDS)), and between similar products with different contractual terms (e.g. CDS in different currencies). The portfolio impact of correlated defaults and rating changes is assessed with reference to the resulting market value change of positions, which is determined using stressed recovery rates and modelled credit spread changes. The average liquidity horizon at the year end was 4.6 months.

In 2012, the IRC model was enhanced further; i) to better capture the risk characteristics of sovereign exposure migrations and defaults; and ii) to align the recovery rates for sovereign exposures to the banking book internal ratings based approach.

All price risk (APR) - The APR model is applied to the corporate credit correlation trading portfolio, subject to certain eligibility constraints (principally that the underlying names are liquid corporate CDS positions). The measure is calibrated to a 99.9% confidence level over a one year time horizon. All material price risks, including defaults and credit rating changes, are within the scope of the model. Of these, the most significant are credit spread risk, credit correlation risk, index basis risk, default risk, and recovery rate risk. In addition, losses due to both hedging costs and hedge slippage are modelled. The overall APR capital charge is floored at 8% of the corresponding standard rules charge for the same portfolio. The average liquidity horizon at the year end was 12 months.

Model validation - A model assessment is performed before a new or changed model element is implemented, and before a change is made to a market data mapping. Depending on the results, it may be necessary to notify the FSA before implementation. The form of internal validation depends on the type of model and the materiality of the change.

In the case of VaR models, the following steps are considered. In some cases, for example a minor change to a market data mapping, it will not be necessary to perform all of the steps. However, in all cases there will be an independent review and validation.

·
Perform accuracy testing of the valuation methods used within VaR on appropriately chosen test portfolios. Ensure that tests capture the effect of using external data proxies where these are used.

·
Back-test the approach using the relevant portfolio.

·
Back-test the approach using hypothetical portfolio(s) where this is helpful for isolating the performance of specific areas of the model.

·
Identify all risks not adequately captured in VaR, and ensure that such risks are captured via the risks not in VaR process.

·
Identify any model weaknesses or scope limitations, their effect and how they have been addressed.

·
Identify ongoing model testing designed to give early warning of market or portfolio weakness becoming significant.

·
Perform impact assessment. Estimate the impact on total one-day and ten-day 99% VaR at the total legal entity level and the major business level, and individual risk factor level one-day and ten-day 99% VaR at the total legal entity level.
 
 
 
204

 
 
Business review Risk and balance sheet management continued
 
 
Market risk: Risk measurement continued
Additionally, Group Risk Analytics (GRA) assess the appropriateness of all new or amended models prior to their introduction. Existing approved models are re-assessed on a periodic basis to ensure they remain fit-for-purpose, for example, following significant market developments or portfolio changes. The models required to be reviewed by GRA (in relation to market risk) include VaR, SVaR, IRC, APR and economic capital. The independent validation review process will consider some or all of the following areas as appropriate:

·
Test and challenge the logical and conceptual soundness of the methodology;

·
The assumptions underlying the model will be tested, where feasible against actual behaviour. The validation report will judge the reasonableness and stability of the assumptions and specify which assumptions, if any, should be routinely monitored in production;

·
Compare model results with independent model replication;

·
Compare outcome with results from alternative methods;

·
Test parameter selection and calibration;

·
Ensure that model outputs are sufficiently conservative in areas where there is significant model uncertainty;

·
Confirm applicability of tests for accuracy, and stability; recalculate; and ensure that results are robust; and

·
Ensure appropriate factor sensitivity analysis has been performed and documented.

Stress testing*
The Group undertakes daily stress testing to identify the potential losses in excess of VaR. Stress testing is used to calculate a range of trading book exposures which result from severe and extreme market events. Stress testing measures the impact of exceptional changes in market rates and prices on the fair value of the Group’s trading and available-for-sale portfolios. The Group calculates sensitivity analysis, historical stress tests and bottom-up stress testing.

Sensitivity analysis measures the sensitivity of the current portfolio of positions to defined market risk factor movements. These stresses are of a smaller magnitude compared to historical or bottom-up stress testing and are subject to the Group Market Risk limit framework.

Historical stress tests calculate the changes in the portfolio valuations that would be generated if the extreme market movements that occurred during significant historical market events were repeated. Historical stress tests also form part of the Group Market Risk limit framework.

Bottom-up stress testing requires analysis of the market risk exposures by risk factors and different liquidity horizons, to identify the key risks. Stresses for these risks are then designed following consultation with risk managers, economists and front office. The tests may be based on an economic scenario that is translated into risk factor shocks by an economist or by risk managers and front office as a means of assessing the vulnerabilities of their book.

The Global Market Risk Stress Testing Committee reviews and discusses all matters relating to market risk stress testing. Stress test exposures are discussed with senior management and relevant information is reported to the Group Risk Committee, the ERF and the Board. Breaches in the Group’s market risk stress testing limits are monitored and reported.

Reverse stress testing is designed to assess the plausibility of scenarios derived by stressing market risk factors until the loss reaches a given threshold. Market Risk contributes to the firm wide, cross risk reverse stress tests.

In addition to VaR and stress testing, the Group calculates a wide range of sensitivity and position risk measures, for example interest rate ladders or option revaluation matrices. These measures provide valuable additional controls, often at individual desk or strategy level.

Pricing models*
Pricing models are developed and owned by the front office. Where pricing models are used as the basis of books and records valuations, they are subject to oversight and approval by asset level modelled product review committees. These committees prioritise models for independent validation by GRA taking into consideration both the materiality of risk booked against the model and an assessment of the degree of model risk (i.e. valuation uncertainty arising from choice of modelling assumptions). GRA review aims to quantify model risk by comparing model outputs against those of alternative independently developed models, the results of which are used by Market Risk to inform risk limits and by Finance to inform model reserves.

Marking-to-market
To ensure that the risks associated with trading activity are reflected in the financial and management statements, assets and liabilities in the trading book are measured at their fair value. Any profits or losses on the revaluation of positions are recognised in the income statement on a daily basis.

The fair value is the amount at which the instrument could be exchanged in a current transaction between willing parties. The fair values are determined following IAS 39 ‘Financial Instruments: Recognition and Measurement’ guidance, which requires banks to use quoted market prices or valuation techniques (models) that make the maximum use of observable inputs.

When marking-to-market using a model, the valuation methodologies must be approved by all stakeholders (trading, finance, market risk, model development and model review) prior to use for profit and loss and risk management purposes.

Traders are responsible for marking-to-market their trading book positions on a daily basis. Traders can either:

·
directly mark a position with a price (e.g. spot foreign exchange); or

·
indirectly mark a position through the marking of inputs to an approved model, which will in turn generate a price.
 
 
 
205

 
 
Business review Risk and balance sheet management continued
 
 
Independent price verification
Independent price verification is a key additional control over front office marking of positions.

Key elements of the independent price verification framework include:

·
Appropriate financial controls - business unit controllers are responsible for ensuring that independent price verification processes are in place covering all trading book positions held by their business. The independent pricing verification policy requires that daily independent price verification is performed for positions where prices/model inputs are readily available on a daily basis. For positions where prices/model inputs are available on a less regular basis, verification may occur on a frequency that is less than daily. Where practical, verification is performed to a frequency that matches the availability of this independent price information.

·
Compliance statements - business unit control is required to prepare and maintain compliance statements that benchmark price verification procedures against the independent pricing policy. Each compliance statement requires review and sign-off from the relevant financial controller, market risk manager and front office management every six months at least.

For more information on independent price verification, refer to Valuation of financial instruments carried at fair value on page 353.

Market risk analyses
Trading revenues*
The graph below shows the daily distribution of trading and related revenues for Markets for the years ended 31 December 2012 and 31 December 2011.
 

Note:
(1)
The effect of any month end adjustments, not attributable to a specific daily market move, is spread evenly over the trading days in that specific month.

Key points
·
Both 2011 and 2012 benefited from market rallies, albeit weaker but more sustained during 2012 than 2011, primarily due to the supportive actions of the Federal Reserve and European Central Bank in the third quarter of 2012. By way of contrast, in the third quarter of 2011, heightened uncertainty in the Eurozone saw a sudden deterioration in credit markets. Hence a wider range of results in 2011 than 2012.
 
·
The average daily revenue earned by Markets’ trading activities in 2012 was £16 million, compared with £18 million in 2011. The standard deviation of the daily revenues decreased from £20 million to £15 million. The number of days with negative revenue decreased to 34 from 45. The most frequent daily revenue was between £5 million and £10 million, which occurred 36 times. In 2011, the most frequent daily revenue was between £25 million and £30 million, which occurred 31 times.
 
 
* unaudited
 
206

 
 
Business review Risk and balance sheet management continued

 
Market risk: Market risk analyses continued
Daily VaR graph*


Trading book
The table below analyses the VaR for the Group’s trading portfolios, segregated by type of market risk exposure, and between Core, Non-Core, counterparty exposure management (CEM) and the Group’s total trading VaR excluding CEM.

CEM manages the over-the-counter derivative counterparty credit and funding risk on behalf of Markets and Non-Core, by actively controlling risk concentrations and reducing unwanted risk exposures. The hedging transactions CEM enters into are booked in the trading book and therefore contribute to the market risk VaR exposure of the Group. The counterparty exposures themselves are not captured in VaR for regulatory capital. In the interest of transparency and to more properly represent the exposure, CEM trading book exposure and total trading VaR excluding CEM are disclosed separately.
 
 
2012
 
2011
 
2010
 
Average 
£m 
Period end 
£m 
Maximum 
£m 
Minimum 
£m 
 
Average 
£m 
Period end 
£m 
Maximum 
£m 
Minimum 
£m 
 
Average 
£m 
Period end 
£m 
Maximum 
£m 
Minimum 
£m 
Interest rate
62.6 
75.6 
95.7 
40.8 
 
53.4 
68.1 
79.2 
27.5 
 
51.6 
57.0 
83.0 
32.5 
Credit spread
69.2 
74.1 
94.9 
44.9 
 
82.7 
74.3 
151.1 
47.4 
 
166.3 
133.4 
243.2 
110.2 
Currency
10.3 
7.6 
21.3 
2.6 
 
10.3 
16.2 
19.2 
5.2 
 
17.9 
14.8 
28.0 
8.4 
Equity
6.0 
3.9 
12.5 
1.7 
 
9.4 
8.0 
17.3 
4.6 
 
9.5 
10.9 
17.9 
2.7 
Commodity
2.0 
1.5 
6.0 
0.9 
 
1.4 
2.3 
7.0 
— 
 
9.5 
0.5 
18.1 
0.5 
Diversification (1)
 
(55.4)
       
(52.3)
       
(75.6)
   
Total
97.3 
107.3 
137.0 
66.5 
 
105.5 
116.6 
181.3 
59.7 
 
168.5 
141.0 
252.1 
103.0 
                             
Core
74.6 
88.1 
118.0 
47.4 
 
75.8 
89.1 
133.9 
41.7 
 
103.6 
101.2 
153.4 
58.3 
Non-Core
30.1 
22.8 
41.9 
22.0 
 
64.4 
34.6 
128.6 
30.0 
 
105.7 
101.4 
169.4 
63.2 
CEM
78.5 
84.9 
86.0 
71.7 
 
50.1 
75.8 
78.8 
30.3 
         
Total (excluding CEM)
47.1 
57.6 
76.4 
32.2 
 
75.5 
49.9 
150.0 
41.6 
         

Note:
(1)
The Group benefits from diversification, which reflects the risk reduction achieved by allocating investments across various financial instrument types, currencies and markets. The extent of diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time.

Key points
·
The Group’s average and maximum credit spread VaR for 2012 was lower than for 2011. This reflected the credit spread volatility experienced during the financial crisis dropping out of the time series window, combined with a reduction in the asset-backed securities trading inventory in Core and the sale of unencumbered asset-backed securities assets following the prior restructuring of some monoline hedges in the Non-Core banking book.

·
The average and period end interest rate VaR for 2012 were higher than for 2011 due to pre-hedging and positioning activity ahead of government bond auctions and syndications, combined with an increase in exposure to “safe haven” assets in December 2012, as the US “Fiscal Cliff” negotiations continued without resolution.

·
The Non-Core VaR was significantly lower in 2012, as Non-Core continued its de-risking strategy through the disposal of assets and unwinding of trades.

·
Since late 2011, CEM started to centrally manage the funding risk on over-the-counter derivatives contracts, causing the VaR to be considerably higher in 2012 than 2011.
 
 
* unaudited
 
207

 
 
Business review Risk and balance sheet management continued
 
 
VaR non-trading portfolios
VaR
The table below details VaR for the Group’s non-trading portfolios, excluding the structured credit portfolio and loans and receivables.

VaR is not always the most appropriate measure of risk for assets in the banking book and particularly for those in Non-Core, which will diminish over time as the asset inventory is sold down or run-off.

In order to better represent the risk of the non-trading portfolios, the table below analyses the VaR for the non-trading portfolios but excludes the Non-Core structured credit portfolio. These assets are shown separately on a drawn notional and fair value basis by maturity profile and asset class. The risk in this portfolio is managed on both a third party asset and RWA basis.

Also excluded from the non-trading VaR portfolios are the loans and receivable products that are managed within the credit risk management framework.

 
2012
 
2011
 
2010
 
Average 
£m 
Period end 
£m 
Maximum 
£m 
Minimum 
£m 
 
Average 
£m 
Period end 
£m 
Maximum 
£m 
Minimum 
£m 
 
Average 
£m 
Period end 
£m 
Maximum 
£m 
Minimum 
£m 
Interest rate
6.9 
4.5 
10.7 
4.1 
 
8.8 
9.9 
11.1 
5.7 
 
8.7 
10.4 
20.5 
4.4 
Credit spread
10.5 
8.8 
15.4 
7.3 
 
18.2 
13.6 
39.3 
12.1 
 
32.0 
16.1 
101.2 
15.4 
Currency
3.0 
1.3 
4.5 
1.3 
 
2.1 
4.0 
5.9 
0.1 
 
2.1 
3.0 
7.6 
0.3 
Equity
1.7 
0.3 
1.9 
0.3 
 
2.1 
1.9 
3.1 
1.6 
 
1.2 
3.1 
4.6 
0.2 
Diversification (1)
 
(5.4)
       
(13.6)
       
(15.9)
   
Total
11.8 
9.5 
18.3 
8.5 
 
19.7 
15.8 
41.6 
13.4 
 
30.9 
16.7 
98.0 
13.7 
                             
Core
11.3 
7.5 
19.0 
7.1 
 
19.3 
15.1 
38.9 
13.5 
 
30.5 
15.6 
98.1 
12.8 
Non-Core
2.5 
3.4 
3.6 
1.6 
 
3.4 
2.5 
4.3 
2.2 
 
1.3 
2.8 
4.1 
0.2 
CEM
1.0 
1.0 
1.1 
0.9 
 
0.4 
0.9 
0.9 
0.3 
         
Total (excluding CEM)
11.5 
9.4 
17.8 
8.2 
 
19.7 
15.5 
41.4 
13.7 
         

Note:
(1)
The Group benefits from diversification, which reflects the risk reduction achieved by allocating investments across various financial instrument types, currencies and markets. The extent of diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time.

Key points
·
The average and period end total and credit spread VaR were lower in 2012, due to reduced volatility in the market data time series, position reductions and a decrease in the size of the collateral portfolio. The reduction in collateral was driven by the restructuring of certain Dutch residential mortgage-backed securities during the first half of 2012, enabling their eligibility as European Central Bank collateral. This allowed the disposal of additional collateral purchased during the corresponding period in 2011.

·
The average and period end interest rate VaR were lower in 2012, due to the implementation of an enhanced rates re-scaling methodology.

·
The Non-Core period end VaR was higher in 2012 than in 2011, due to improvements in the time series mapping on certain Australian bonds and the purchase of additional hedges.
 

 
 
208

 
 
Business review Risk and balance sheet management continued

 
Market risk: VaR non-trading portfolios continued
Structured credit portfolio
The structured credit portfolio is within Non-Core. The risk in this portfolio is not disclosed using VaR, as the Group believes this is not an appropriate tool for the banking book portfolio, which comprises illiquid debt securities. These assets are reported on a drawn notional and fair value basis, and managed on a third party asset and risk-weighted assets basis. The table below shows the open market risk in the structured credit portfolio.

 
Drawn notional
 
Fair value
 
CDOs (1)
CLOs (2)
MBS (3)
Other ABS (4)
Total 
 
CDOs (1)
CLOs (2)
MBS (3)
Other ABS (4)
Total 
2012
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
1-2 years
— 
— 
— 
80 
80 
 
— 
— 
— 
74 
74 
3-4 years
— 
— 
27 
82 
109 
 
— 
— 
24 
76 
100 
4-5 years
— 
— 
95 
— 
95 
 
— 
— 
86 
— 
86 
5-10 years
— 
310 
92 
— 
402 
 
— 
295 
44 
— 
339 
>10 years
289 
279 
380 
398 
1,346 
 
116 
256 
253 
254 
879 
 
289 
589 
594 
560 
2,032 
 
116 
551 
407 
404 
1,478 
                       
2011
                     
1-2 years
— 
— 
— 
27 
27 
 
— 
— 
— 
22 
22 
2-3 years
— 
— 
10 
196 
206 
 
— 
— 
182 
191 
4-5 years
— 
37 
37 
95 
169 
 
— 
34 
30 
88 
152 
5-10 years
32 
503 
270 
268 
1,073 
 
30 
455 
184 
229 
898 
>10 years
2,180 
442 
464 
593 
3,679 
 
766 
371 
291 
347 
1,775 
 
2,212 
982 
781 
1,179 
5,154 
 
796 
860 
514 
868 
3,038 
                       
2010
                     
1-2 years
— 
— 
— 
47 
47 
 
— 
— 
— 
42 
42 
2-3 years
85 
19 
44 
98 
246 
 
81 
18 
37 
91 
227 
3-4 years
— 
41 
20 
205 
266 
 
— 
37 
19 
191 
247 
4-5 years
16 
— 
— 
— 
16 
 
15 
— 
— 
— 
15 
5-10 years
98 
466 
311 
437 
1,312 
 
87 
422 
220 
384 
1,113 
>10 years
412 
663 
584 
550 
2,209 
 
161 
515 
397 
367 
1,440 
 
611 
1,189 
959 
1,337 
4,096 
 
344 
992 
673 
1,075 
3,084 
 
Notes:
(1)
Collateralised debt obligations.
(2)
Collateralised loan obligations.
(3)
Mortgage-backed securities.
(4)
Asset-backed securities.

Key point
·
The structured credit portfolio drawn notional and fair values declined across all asset classes from 31 December 2011 to 31 December 2012. Key drivers were: (i) during the first half of 2012, the liquidation of legacy trust preferred securities and commercial real estate CDOs and subsequent sale of the underlying assets; and (ii) during the second half of 2012, the sale of underlying assets from CDO collateral pools and legacy conduits.


Market risk capital*
Minimum capital requirements
The following table analyses the market risk minimum capital requirement, calculated in accordance with Basel 2.5.

 
2012 
2011 
 
£m 
£m 
     
Interest rate position risk requirement
254 
1,107 
Equity position risk requirement
Option position risk requirement
26 
26 
Commodity position risk requirement
Foreign currency position risk requirement
12 
10 
Specific interest rate risk of securitisation positions
156 
250 
Total (standard method)
451 
1,398 
Pillar 1 model based position risk requirement
2,959 
3,725 
Total position risk requirement
3,410 
5,123 
 
 
* unaudited
 
209

 
 
Business review Risk and balance sheet management continued
 
 
The principal contributors to the Pillar 1 model based position risk requirement (PRR) are:

 
2012
 
 
Average (1)
Maximum (1)
Minimum (1)
Period end 
2011 
 
£m 
£m 
£m 
£m 
£m 
Value-at-risk (VaR) (1)
939 
1,190 
757 
825 
887 
Stressed VaR (SVaR)
1,523 
1,793 
1,160 
1,226 
1,682 
Incremental risk charge (IRC)
521 
659 
372 
467 
469 
All price risk (APR)
149 
290 
12 
12 
297 

Note:
(1)
The average, maximum and minimum are based on the monthly Pillar 1 model based capital requirements.

Key points
·
The FSA approved the inclusion of the Group’s US trading subsidiary RBS Securities Inc. in the regulatory models in March 2012. This resulted in the model-based charges for VaR, SVaR and IRC increasing at that time and the standardised interest rate PRR decreasing significantly.
 
·
SVaR decreased during the remainder of 2012, due to the disposal of assets in Non-Core and general de-risking in sovereign and agency positions in Markets.

·
The APR decreased significantly due to the disposal of assets and unwinding of trades.

IRC by rating and product category
The following table analyses the IRC by rating and product.
 
 
Internal ratings
2012
AAA 
£m 
AA 
£m 
A
£m 
BBB 
£m 
BB 
£m 
B
£m 
CCC 
£m 
Total (1)
£m 
Product categories
               
Cash - ABS
59.2 
— 
— 
(0.1)
(0.9)
— 
— 
58.2 
Cash - regular
39.5 
146.9 
9.8 
59.9 
8.6 
16.9 
12.7 
294.3 
Derivatives - credit
(0.3)
(14.0)
4.0 
30.4 
28.4 
5.6 
(2.7)
51.4 
Derivatives - interest rate
(1.0)
— 
1.5 
0.1 
(2.1)
(0.3)
— 
(1.8)
Other
13.8 
— 
— 
— 
— 
— 
— 
13.8 
Total
111.2 
132.9 
15.3 
90.3 
34.0 
22.2 
10.0 
415.9 

Note:
(1)
The figures presented are based on the spot IRC charge at 31 December 2012 and will therefore not agree with the IRC position risk requirement, as this is based on the 60 day average. The figures presented above are in capital terms.

Securitisation positions in the trading book
The following table analyses the trading book securitised exposures, by rating, subject to a market risk capital requirement.

2012
Ratings (1)
Total (1,2)
£m 
 
STD PRR (3)
Capital 
deductions 
£m 
 
AAA 
£m 
AA 
£m 
A 
£m 
BBB 
£m 
BB 
£m 
Below BB 
£m 
Trading book securitisation charge
15.5 
7.4 
15.2 
35.3 
75.8 
6.2 
155.4 
36.6 
1,369.6 

Notes:
(1)
Based on S&P ratings.
(2)
Excludes the capital deductions.
(3)
Percentage of total standardised position risk requirement.
 
 
 
210

 
 
 
 
 
Country risk
212
Introduction
212
External environment
213
Governance, monitoring and management
214
Country risk exposure
214
  Definitions
215
  Summary
219
  Total eurozone
220
  Eurozone periphery - total
221
  Eurozone periphery - by country
232
  Eurozone non-periphery - total
233
  Eurozone non-periphery - by country

 
 
 
 
211

 
 
Business review Risk and balance sheet management continued
 
 

Country risk
Introduction*
Country risk is the risk of material losses arising from significant country-specific events such as sovereign events (default or restructuring); economic events (contagion of sovereign default to other parts of the economy, cyclical economic shock); political events (transfer or convertibility restrictions, expropriation or nationalisation); and conflict. Such events have the potential to affect elements of the Group’s credit portfolio that are directly or indirectly linked to the country in question and can also give rise to market, liquidity, operational and franchise risk-related losses.

External environment*
Country risk, notably in the eurozone, remained elevated in 2012, particularly in the first half of the year. Economic growth projections were lowered, predominantly for Europe, but also for a number of major emerging markets. However, important first steps towards achieving longer-term stabilisation in the eurozone led to some notable easing of crisis risks. Growth data from major non-European economies, such as China, were more encouraging towards the end of the year. The ability of policymakers to tackle fiscal challenges and restore confidence and growth in both the US and Europe will be a key factor in determining the pace of recovery.

Eurozone risks
Eurozone risks continued to dominate, as concerns about the impact of banking sector problems on government balance sheets led to further capital flight from periphery countries and a rise in sovereign bond yields until August, particularly for Spain. To break the feedback loop between banks and their sovereigns, eurozone leaders agreed at their June summit that the European Stability Mechanism (ESM), the eurozone’s permanent crisis fund, could lend to banks directly once a single eurozone-wide banking regulator had been established. They also approved the provision by the ESM of significant financial support to Spain to recapitalise its banks.

In the second half of the year, the ESM became fully operational and the European Central Bank (ECB) announced a major new facility, Outright Monetary Transactions. This facility allows secondary market purchases by the ECB of bonds issued by eurozone sovereigns that are subject to a European Union (EU)/International Monetary Fund (IMF) support programme. Following these steps, sovereign bond yields fell markedly.

Meanwhile, in Greece, private sector claims on the government were restructured in early 2012, but political risks remained acute as two successive parliamentary elections eventually resulted in a narrow victory for the pro-bailout New Democracy party. As the electoral process delayed policy implementation and the recession, contrary to earlier expectations, deepened further, additional reforms became necessary and the European Commission, the IMF and the ECB (known collectively as the Troika) further eased Greece’s targets.

Elsewhere, Ireland continued to make progress towards targets set out in its Troika programme, notably allowing the government to resume a degree of market financing. Talks with the European authorities on ways to relieve the government of some of the costs of past banking sector support continued, resulting in a favourable restructuring of the Anglo Irish promissory note in early 2013, reducing related fiscal costs somewhat. Notwithstanding these developments, Irish growth remained very weak and reliant on external demand. Portugal also made progress in a number of areas, though had greater structural constraints to address to boost longer-term growth prospects. Towards the end of the year, Cyprus also entered negotiations with the EU and IMF on a support programme. The eurozone as a whole entered recession in the second half of the year, although divergence within the currency union continued, with the core considerably stronger than the periphery.

Emerging markets
Emerging markets performed better on the whole. In developing Asia, the economies of China and India both continued to slow from a strong base, but risks remained held in check by healthy external balance sheets.

Emerging countries in Europe started to be affected by very weak growth in the eurozone, with the most export-focused economies being worst hit. However, countries that took significant action in the wake of the financial crisis to stabilise their banking sectors, saw an easing of risk. Turkey was upgraded by one rating agency to investment grade.

General political instability seen in the Middle East and North Africa in 2011 moderated in 2012 in most countries except Syria, although transition to democratic rule was only partial in some cases. Excluding Bahrain, Gulf Cooperation Council countries were generally more stable, underpinned by high oil prices.

Latin America continued to be characterised by greater stability, due to generally healthier sovereign balance sheets. However, growth prospects deteriorated because of weaker external demand, notably in the region’s largest economy, Brazil.

Outlook
Overall, the outlook for 2013 remains challenging with risks likely to remain elevated but divergent. Much will depend on the success of EU efforts to contain contagion from the sovereign crisis (where downside risks are high) and on whether growth headwinds in larger advanced economies, particularly the US and Japan, persist. Emerging market balance sheet risks remain lower, despite structural and political constraints, but it is expected that these economies will continue to be affected by events elsewhere through financial markets and trade channels.
 

 
*unaudited
 
212

 

Business review Risk and balance sheet management continued
 
 
Country risk continued
Governance, monitoring and management*
The Group’s country risk framework is set by the Executive Risk Forum (ERF), which has delegated authority to the Group Country Risk Committee (GCRC) to manage exposures within the framework and deal with any limit breaches, with escalation where needed to ERF. Under this framework, exposures to all countries are monitored. Countries with material exposures are included in the Group’s country risk Watchlist process to identify emerging issues and facilitate the development of mitigation strategies. Detailed portfolio reviews are undertaken on a regular basis to ensure that country portfolio compositions remain aligned to the Group’s country risk appetite in light of evolving economic and political developments.

Limits on total exposure are set for individual countries based on a risk assessment taking into account the country’s economic and political situation and outlook, as well as the Group’s portfolio composition in that country. Sub-limits are set on medium-term (greater than one year) exposure since this exposure can, by nature, not be reduced as rapidly as short-term exposure in the event of deterioration of a country’s creditworthiness.

During 2012, in addition to all emerging markets and the vulnerable eurozone countries, the Group brought nearly all advanced countries under country limits. The exceptions were the UK (and related European special territories of Guernsey, Jersey, the Isle of Man and Gibraltar) and the US, given their home country status.

Also in 2012, an enhanced country risk appetite framework was introduced. The Group’s risk appetite for a particular country is now guided by global risk appetite, the country’s internal rating and strategic importance to the Group, the portfolio composition by tenors and clients, an assessment of the potential for losses arising from a number of possible key country risk events, and other country-specific considerations such as funding profile, risk/return analysis, business opportunities and reputational risk. The actual country limits continue to be set by GCRC (or the ERF above certain benchmark levels).

Further enhancements included improved divisional country risk operating models and the implementation of a new sovereign rating model.

Eurozone crisis preparedness
A Group executive steering group is driving eurozone crisis preparedness. Its agenda in 2012 included operational preparations for possible sovereign defaults and/or eurozone exits. The steering group also considered initiatives to determine and reduce redenomination risk. Further actions to mitigate risks and strengthen control in the eurozone typically included taking guarantees or insurance, updating collateral agreements, and tightening certain credit pre-approval processes.

Redenomination risk
The overall impact of redenomination risk on the Group is difficult to determine with certainty, but would be shaped by: the scope and reach of any new legislation introduced by an exiting country; its applicability to the facility documentation; and whether there are any appropriate offsets to the exposures. For the purposes of estimating funding mismatches at risk of redenomination (detailed below), the Group takes, as its starting point balance sheet exposure as defined on page 214 and excludes exposures at low risk of redenomination. The latter are identified through consideration of the relevant documentation, particularly the currency of exposure, governing law, court of jurisdiction, precise definition of the contract currency (for euro facilities), and location of payment. The Group also deducts offsets for provisions taken and liabilities that would be expected to redenominate at the same time.

A redenomination event would also be accompanied by increased credit risk, for two reasons. First, capital controls would likely be introduced in the affected country, resulting in any non-redenominated assets, including non-euro assets, potentially becoming harder to service. Second, a sharp devaluation could imply payment difficulties for counterparties with large debts denominated in foreign currency and counterparties that are heavily dependent on imports.

The Group's focus continues to be on reducing its asset exposures and funding mismatches in the eurozone periphery countries. During 2012, total asset exposures to these countries decreased by 13% to £59.1 billion. The estimated funding mismatch at risk of redenomination was £9.0 billion for Ireland, £4.5 billion for Spain, and £1.0 billion for Italy at 31 December 2012. These mismatches can fluctuate due to volatility in trading book positions and changes in bond prices. The net positions for Greece, Portugal and Cyprus were all minimal.

Refer to pages 215 to 239 for discussion on the Group’s exposure to banks, financial institutions and other sectors in a number of eurozone countries.

Credit default swaps
The Group uses credit default swap (CDS) contracts to service customer activity as well as to manage counterparty and country exposure. The latter is done to hedge portfolios or specific exposures. This may give rise to maturity mismatches between the underlying exposure and the CDS contract, as well as between bought and sold CDS contracts on the same reference entity. CDS positions are monitored on a daily basis as part of regular market risk management.

The terms of the Group’s CDS contracts are covered by standard International Swaps and Derivatives Association (ISDA) documentation, which determines if a contract is triggered due to a credit event. Such events may include bankruptcy or restructuring of the reference entity or a failure of the reference entity to repay its debt or interest. Under the terms of a CDS contract, one of the regional Credit Derivatives Determinations Committees of the ISDA is empowered to decide whether or not a credit event has occurred.

The Group transacts CDS contracts primarily on a collateralised basis with investment-grade global financial institutions who are active participants in the CDS market. These transactions are subject to regular margining, which usually takes the form of cash collateral. For European peripheral sovereigns, credit protection has been purchased from a number of major European banks, predominantly outside the country of the reference entity. In a few cases where protection was bought from banks in the country of the reference entity, giving rise to wrong-way risk, this risk is mitigated through specific collateralisation and monitored on a weekly basis.

 
*unaudited
 
213

 

Business review Risk and balance sheet management continued
 
 
Country risk: Country risk exposure
All the data tables and related definitions in this section are audited.

The tables that follow show the Group’s exposure by country of incorporation of the counterparty at 31 December 2012. Countries shown are those where the Group’s balance sheet exposure (as defined in this section) to counterparties incorporated in the country exceeded £1 billion and the country had an external rating of A+ or below from Standard and Poor’s, Moody’s or Fitch at 31 December 2012, as well as selected eurozone countries. The exposures are stated before taking into account mitigants, such as collateral (with the exception of reverse repos), insurance or guarantees, which may have been taken to reduce or eliminate exposure to country risk events. Exposures relating to ocean-going vessels are not included due to their multinational nature.

Definitions
Lending - Comprises gross loans and advances to: central and local government (Govt); central banks, including cash balances; other banks and financial institutions (FI), incorporating overdraft and other short-term facilities; corporates, in large part loans and leases; and individuals, comprising mortgages, personal loans and credit card balances. Lending includes risk elements in lending.

Risk elements in lending (REIL) - Comprises impaired loans and accruing past due 90 days or more as to principal or interest. Impaired loans are all loans (including renegotiated) for which an impairment provision has been established. Accruing past due 90 days or more comprise loans past due 90 days where no impairment loss is expected and those awaiting individual assessment. A latent provision is established for the latter.

Debt securities - Comprise securities classified as available-for-sale (AFS), loans and receivables (LAR), held-for-trading (HFT) and designated as at fair value through profit or loss (DFV). All debt securities other than LAR securities are carried at fair value. LAR debt securities are carried at amortised cost less impairment. HFT debt securities are presented as gross long positions (including DFV securities) and short positions per country. Impairment losses and exchange differences relating to AFS debt securities, together with interest, are recognised in the income statement. Other changes in the fair value of AFS securities are reported within AFS reserves, which are presented gross of tax.

Derivatives (net) - Comprise the mark-to-market (mtm) value of such contracts after the effect of legally enforceable netting agreements but before the effect of collateral. Figures shown include the effect of counterparty netting used within the regulatory capital model.

Repos (net) - Comprises the mtm value of repo and reverse repo contracts after the effect of legally enforceable netting agreements and collateral. Counterparty netting is applied within the regulatory capital model used.
 
In addition and as a memorandum item, the mtm value of derivatives and repos gross of netting referred to above are disclosed.

Balance sheet - Comprises lending, debt securities, derivatives (net) and repo (net) exposures, as defined above.

Off-balance sheet - Comprises letters of credit, guarantees, other contingent obligations and committed undrawn facilities.

Credit default swaps (CDSs) - Under a CDS contract, the credit risk on the reference entity is transferred from the buyer to the seller. The fair value, or mtm value, represents the balance sheet carrying value. The mtm value of CDSs is included within derivatives against the counterparty of the trade, as opposed to the reference entity. The notional is the par value of the credit protection bought or sold and is included against the reference entity of the CDS contract.

The column CDS notional less fair value represents the instantaneous increase in exposure arising from sold positions netted against the decrease arising from bought positions should the CDS contracts be triggered by a credit event and assuming there is a zero recovery rate on the reference exposure. For a sold position, the change in exposure equals the notional less fair value amount and represents the amount the Group would owe to its CDS counterparties. Positive recovery rates would tend to reduce the gross components (increases and decreases) of those numbers.

Due to their bespoke nature, exposures relating to credit derivative product companies and related hedges have not been included, as they cannot be meaningfully attributed to a particular country or a reference entity. Nth-to-default basket swaps have also been excluded as they cannot be meaningfully attributed to a particular reference entity. Exposures to CDPCs are disclosed on page 182.

Government - Comprises central, regional and local government.

Asset quality (AQ) - For the probability of default range relating to each internal asset quality band, refer to page 164.

Eurozone periphery - Comprises Ireland, Spain, Italy, Portugal, Greece and Cyprus.

Other eurozone - Comprises Austria, Estonia, Finland, Malta, Slovakia and Slovenia.

Refer to page 177 for country analysis of equity shares.
 
 
*unaudited
 
214

 
 
Business review Risk and balance sheet management continued
 

Country risk: Country risk exposure continued
Summary
 
 
 
Lending
 
 
     
 
 
     
 
       
 
 
Central
Other
Other
 
 
Total
 
Of which
 
Debt
 
Net
  Balance   
Off-balance
     
CDS notional
less fair
 
Gross
 
Govt
banks
banks
FI
Corporate
Personal
lending
 
Non-Core
 
securities
 
Derivatives
Repos
 
sheet
 
sheet
 
Total
 
value
 
Derivatives
Repos
2012
£m
£m
£m
£m
£m
£m
£m
 
£m
 
£m
 
£m
£m
 
£m
 
£m
 
£m
 
£m
 
£m
£m
Eurozone
                                                 
Ireland
42
73
98
532
17,921
17,893
36,559
 
9,506
 
787
 
1,692
579
 
39,617
 
2,958
 
42,575
 
(137)
 
17,066 
7,994
Spain
6
1
59
4,260
340
4,666
 
2,759
 
5,374
 
1,754
 
11,794
 
1,624
 
13,418
 
(375)
 
5,694 
610
Italy
9
21
200
218
1,392
23
1,863
 
900
 
1,607
 
2,297
 
5,767
 
2,616
 
8,383
 
(492)
 
9,597 
3
Portugal
336
7
343
 
251
 
215
 
514
 
1,072
 
258
 
1,330
 
(94)
 
618 
26
Greece
7
1
179
14
201
 
68
 
1
 
360
 
562
 
27
 
589
 
(4)
 
623 
Cyprus
2
274
15
291
 
121
 
4
 
35
 
330
 
47
 
377
 
— 
 
54 
15
Eurozone
  periphery
51
107
299
812
24,362
18,292
43,923
 
13,605
 
7,988
 
6,652
579
 
59,142
 
7,530
 
66,672
 
(1,102)
 
33,652 
8,648
                                                   
Germany
20,018
660
460
3,756
83
24,977
 
2,817
 
12,763
 
9,476
323
 
47,539
 
7,294
 
54,833
 
(1,333)
 
57,202 
8,407
Netherlands
7
1,822
496
1,785
3,720
26
7,856
 
2,002
 
8,447
 
9,089
354
 
25,746
 
11,473
 
37,219
 
(1,470)
 
23,957 
10,057
France
494
9
2,498
124
2,426
71
5,622
 
1,621
 
5,823
 
7,422
450
 
19,317
 
9,460
 
28,777
 
(2,197)
 
44,920 
14,324
Belgium
186
249
414
22
871
 
368
 
1,408
 
3,140
50
 
5,469
 
1,308
 
6,777
 
(233)
 
4,961 
1,256
Luxembourg
13
99
717
1,817
4
2,650
 
973
 
251
 
1,462
145
 
4,508
 
2,190
 
6,698
 
(306)
 
3,157 
5,166
Other
126
19
90
856
14
1,105
 
88
 
1,242
 
1,737
11
 
4,095
 
1,269
 
5,364
 
(194)
 
6,029 
2,325
Total
  eurozone
678
21,969
4,257
4,237
37,351
18,512
87,004
 
21,474
 
37,922
 
38,978
1,912
 
165,816
 
40,524
 
206,340
 
(6,835)
 
173,878 
50,183
                                                   
Other
                                                 
Japan
832
315
193
319
15
1,674
 
123
 
6,438
 
2,883
199
 
11,194
 
622
 
11,816
 
(70)
 
13,269 
16,350
India
100
1,021
48
2,628
106
3,903
 
170
 
1,074
 
64
 
5,041
 
914
 
5,955
 
(43)
 
167 
108
China
2
183
829
48
585
29
1,676
 
33
 
262
 
903
94
 
2,935
 
739
 
3,674
 
50 
 
903 
3,833
Russia
53
848
14
494
55
1,464
 
56
 
409
 
23
 
1,896
 
391
 
2,287
 
(254)
 
23 
Brazil
950
125
3
1,078
 
60
 
596
 
73
 
1,747
 
189
 
1,936
 
393 
 
85 
South Korea
22
771
71
289
2
1,155
 
2
 
307
 
221
30
 
1,713
 
704
 
2,417
 
(60)
 
616 
449
Turkey
115
163
82
94
928
12
1,394
 
258
 
181
 
93
 
1,668
 
481
 
2,149
 
(36)
 
114 
449
Romania
20
65
9
2
347
331
774
 
773
 
315
 
3
 
1,092
 
80
 
1,172
 
(12)
 
3
Poland
164
16
536
6
722
 
26
 
289
 
36
 
1,047
 
802
 
1,849
 
(84)
 
54 
29
 
 
 
*unaudited
 
215

 
 
Business review Risk and balance sheet management continued
 
 
 
 
Lending
 
 
     
 
     
 
 
 
   
 
 
Central
Other
Other
 
 
Total
 
Of which
 
Debt
 
Net
 
Balance
 
Off-balance
     
 CDS notional 
 
Gross
 
Govt
banks
banks
FI
Corporate
Personal
lending
 
Non-Core
 
securities
 
Derivatives
Repos
 
sheet
 
sheet
 
Total
 
less fair value 
 
Derivatives 
Repos
2011
£m
£m
£m
£m
£m
£m
£m
 
£m
 
£m
 
£m
£m
 
£m
 
£m
 
£m
 
£m 
 
£m 
£m
Eurozone
                                                 
Ireland
45
1,467
136
333
18,994
18,858
39,833
 
10,156
 
886
 
2,273
551
 
43,543
 
2,928
 
46,471
 
53 
 
21,462 
7,409
Spain
9
3
130
154
5,775
362
6,433
 
3,735
 
6,155
 
2,391
2
 
14,981
 
2,630
 
17,611
 
(1,013)
 
6,775 
589
Italy
73
233
299
2,444
23
3,072
 
1,155
 
1,258
 
2,314
 
6,644
 
3,150
 
9,794
 
(452)
 
10,947 
305
Portugal
10
495
5
510
 
341
 
113
 
519
 
1,142
 
268
 
1,410
 
55 
 
633 
220
Greece
7
6
31
427
14
485
 
94
 
409
 
355
 
1,249
 
52
 
1,301
 
 
541 
Cyprus
38
250
14
302
 
133
 
2
 
56
 
360
 
68
 
428
 
— 
 
57 
200
Eurozone
  periphery
61
1,549
509
855
28,385
19,276
50,635
 
15,614
 
8,823
 
7,908
553
 
67,919
 
9,096
 
77,015
 
(1,356)
 
40,415 
8,723
                                                   
Germany
18,068
653
305
6,608
155
25,789
 
5,402
 
15,767
 
10,169
166
 
51,891
 
7,527
 
59,418
 
(2,401)
 
68,650 
6,142
Netherlands
8
7,654
623
1,557
4,827
20
14,689
 
2,498
 
9,893
 
10,010
275
 
34,867
 
13,561
 
48,428
 
(1,295)
 
25,858 
23,926
France
481
3
1,273
282
3,761
79
5,879
 
2,317
 
7,794
 
8,701
345
 
22,719
 
10,217
 
32,936
 
(2,846)
 
46,205 
22,230
Belgium
8
287
354
588
20
1,257
 
480
 
652
 
2,959
51
 
4,919
 
1,359
 
6,278
 
(99)
 
8,998 
1,949
Luxembourg
101
925
2,228
2
3,256
 
1,497
 
130
 
2,884
805
 
7,075
 
2,007
 
9,082
 
(404)
 
4,535 
3,976
Other
121
28
77
1,125
12
1,363
 
191
 
708
 
1,894
 
3,965
 
1,297
 
5,262
 
(25)
 
10,407 
1,254
Total
  eurozone
671
27,282
3,474
4,355
47,522
19,564
102,868
 
27,999
 
43,767
 
44,525
2,195
 
193,355
 
45,064
 
238,419
 
(8,426)
 
205,068 
68,200
                                                   
Other
                                                 
Japan
2,085
688
96
433
26
3,328
 
338
 
12,456
 
2,443
191
 
18,418
 
452
 
18,870
 
(365)
 
15,421 
12,678
India
275
610
35
2,949
127
3,996
 
350
 
1,530
 
218
 
5,744
 
1,280
 
7,024
 
(105)
 
555 
72
China
9
178
1,237
16
654
30
2,124
 
50
 
597
 
410
3
 
3,134
 
1,559
 
4,693
 
(62)
 
414 
6,187
Russia
36
970
8
659
62
1,735
 
76
 
186
 
47
 
1,968
 
356
 
2,324
 
(343)
 
47 
703
Brazil
936
227
4
1,167
 
70
 
790
 
24
 
1,981
 
319
 
2,300
 
164 
 
62 
South Korea
5
812
2
576
1
1,396
 
3
 
845
 
251
153
 
2,645
 
627
 
3,272
 
(22)
 
775 
552
Turkey
215
193
252
66
1,072
16
1,814
 
423
 
361
 
94
 
2,269
 
437
 
2,706
 
10 
 
111 
139
Romania
66
145
30
8
413
392
1,054
 
1,054
 
220
 
6
 
1,280
 
160
 
1,440
 
 
6 
Poland
35
208
3
9
624
6
885
 
45
 
116
 
56
 
1,057
 
701
 
1,758
 
(99)
 
73 
1
 
 
 
*unaudited
 
216

 
 
Business review Risk and balance sheet management continued

 
Country risk: Country risk exposure: Summary continued
 
 
 
Lending
             
Off-
 
 
 
CDS
notional
   
   
Central
Other
Other
   
Total
 
Of which
 
Debt
 
Net
 
Balance
 
balance
     
less fair
 
Gross
 
Govt
banks
banks
FI
Corporate
Personal
lending
 
Non-Core
 
securities
 
Derivatives
Repos
 
sheet
 
sheet
 
Total
 
value
 
Derivatives
Repos
2010
£m
£m
£m
£m
£m
£m
£m
 
£m
 
£m
 
£m
£m
 
£m
 
£m
 
£m
 
£m
 
£m
£m
Eurozone
                                                 
Ireland
61
2,119
87
813
19,886
20,228
43,194
 
10,758
 
1,323
 
2,542
398
 
47,457
 
4,316
 
51,773
 
(32)
 
18,444 
7,124
Spain
19
5
166
92
6,991
407
7,680
 
4,538
 
7,107
 
2,045
2
 
16,834
 
3,061
 
19,895
 
(964)
 
5,870 
515
Italy
45
78
668
418
2,483
27
3,719
 
1,901
 
3,836
 
2,031
1
 
9,587
 
3,853
 
13,440
 
(838)
 
9,474 
58
Portugal
86
63
611
6
766
 
316
 
242
 
394
 
1,402
 
734
 
2,136
 
41 
 
555 
782
Greece
14
36
18
31
191
16
306
 
130
 
974
 
227
 
1,507
 
164
 
1,671
 
182 
 
360 
181
Cyprus
1
38
285
13
337
 
142
 
 
55
14
 
406
 
38
 
444
 
 
82 
218
Eurozone
  periphery
225 
2,238 
1,003
1,392
30,447
20,697
56,002
 
17,785
 
13,482
 
7,294
415
 
77,193
 
12,166
 
89,359
 
(1,611)
 
34,785 
8,878
                                                   
Germany
10,894
1,060
422
7,519
162
20,057
 
6,471
 
14,747
 
8,600
6,666
 
50,070
 
8,917
 
58,987
 
(1,551)
 
57,138 
12,107
Netherlands
914
6,484
554
1,801
6,170
81
16,004
 
3,205
 
12,523
 
8,684
374
 
37,585
 
18,141
 
55,726
 
(1,530)
 
21,701 
24,088
France
511
3
1,095
470
4,376
102
6,557
 
2,787
 
14,041
 
7,949
658
 
29,205
 
11,640
 
40,845
 
(1,925)
 
37,241 
17,984
Belgium
102
14
441
32
893
327
1,809
 
501
 
803
 
2,238
 
4,850
 
1,492
 
6,342
 
57 
 
7,391 
1,352
Luxembourg
25
26
734
2,503
3
3,291
 
1,517
 
378
 
1,469
1,076
 
6,214
 
2,383
 
8,597
 
(532)
 
2,608 
2,332
Other
124
1
141
81
1,220
11
1,578
 
190
 
535
 
1,293
8
 
3,414
 
1,999
 
5,413
 
(82)
 
6,703 
450
Total
  eurozone
 
1,876
 
19,659
 
4,320
 
4,932
 
53,128
 
21,383
 
105,298
 
 
32,456
 
 
56,509
 
37,527
9,197
 
208,531
 
56,738
 
265,269
 
(7,174)
 
167,567 
67,191
                                                   
Other
                                                 
Japan
1,379
369
316
809
24
2,897
 
792
 
12,169
 
1,794
73
 
16,933
 
576
 
17,509
 
(93)
 
15,998 
12,535
India
1,307
307
2,665
273
4,552
 
653
 
1,686
 
178
 
6,416
 
1,281
 
7,697
 
(195)
 
231 
China
17
298
1,223
16
753
64
2,371
 
236
 
573
 
250
2
 
3,196
 
1,589
 
4,785
 
(117)
 
254 
1,762
Russia
110
244
7
1,181
58
1,600
 
125
 
124
 
27
24
 
1,775
 
596
 
2,371
 
(134)
 
27 
1,075
Brazil
825
315
5
1,145
 
120
 
687
 
8
7
 
1,847
 
190
 
2,037
 
(369)
 
28 
7
South Korea
276
1,033
5
558
2
1,874
 
53
 
1,353
 
490
3
 
3,720
 
1,143
 
4,863
 
(159)
 
754 
333
Turkey
282
68
448
37
1,386
12
2,233
 
692
 
550
 
111
 
2,894
 
686
 
3,580
 
(91)
 
111 
21
Romania
36
178
21
21
426
446
1,128
 
1,123
 
310
 
8
 
1,446
 
319
 
1,765
 
23 
 
8 
Poland
168
7
7
655
6
843
 
108
 
271
 
69
 
1,183
 
1,020
 
2,203
 
(94)
 
88 
16
 
 
 
*unaudited
 
217

 

Business review Risk and balance sheet management continued
 

Reported exposures are affected by currency movements. Over 2012, sterling appreciated 4.4% against the US dollar and 2.6% against the euro, resulting in exposures denominated in these currencies (and in other currencies linked to the same) decreasing in sterling terms.

Key points*
·
Balance sheet and off-balance sheet exposures to nearly all countries shown in the table declined during 2012, as the Group maintained a cautious stance and many clients reduced debt levels. The reductions were seen in all broad product categories and in all client groups. Non-Core lending exposure declined as the strategy for disposal progressed, particularly in Germany, Spain and Ireland. Most of the Group’s country risk exposure was in International Banking (primarily lending and off-balance sheet exposure to corporates), Markets (mostly derivatives and repos with financial institutions), Ulster Bank (mostly lending exposure to corporates and consumers in Ireland) and Group Treasury (largely AFS debt securities and liquidity with central banks).

·
Total eurozone - Balance sheet exposure declined by £27.5 billion or 14% during 2012 to £165.8 billion, with reductions seen primarily in periphery countries but also in the Netherlands, Germany, France and Luxembourg. This reflected exchange rate movements, sales of Greek, Spanish and Portuguese AFS bonds, write-offs, active exposure management and debt reduction efforts by bank clients.

·
Eurozone periphery - Balance sheet exposure decreased across all countries to a combined £59.1 billion, a reduction of £8.8 billion or 13%, caused in part by reductions in AFS bonds in Spain, Italy and Greece. Most of the Group’s exposure arises from the activities of Markets, International Banking, Group Treasury and Ulster Bank (with respect to Ireland). Group Treasury has a portfolio of Spanish bank and financial institution securities. International Banking provides trade finance facilities to clients across Europe, including the eurozone periphery. Balance sheet exposure to Cyprus amounted to £0.3 billion at 31 December 2012, comprising mainly lending exposure to special purpose vehicles incorporated in Cyprus, but with assets and cash flows largely elsewhere.

·
Japan - Exposure decreased during 2012, principally in the first half of the year, reflecting a reduction in International Banking’s cash management business and a change in Japanese yen clearing status from direct (self-clearing) membership to agency. The Group no longer needs to hold positions resulting in a £2.2 billion reduction in AFS Japanese government bonds.

·
China - Lending exposure and off-balance sheet exposure to banks decreased by £0.4 billion and £0.8 billion respectively, as a result of a slowdown in economic growth, changes in local regulations and risk/return considerations. Derivatives exposure to public sector entities increased by £0.7 billion, reflecting fluctuations in short-term hedging by bank clients.


CDS protection bought and sold
·
The Group uses CDS contracts to service customer activity as well as manage counterparty and country exposure. During 2012, eurozone gross notional CDS contracts, bought and sold, decreased significantly. This was caused by maturing contracts and by efforts to reduce counterparty credit exposures and risk-weighted assets mainly through derivative compression trades. The fair value of bought and sold CDS contracts also decreased due to the reduction in gross notional CDS positions and a narrowing of CDS spreads over the year for a number of eurozone countries, including Portugal and Ireland. All in all, net bought CDS protection referencing entities in eurozone countries taken by the Group in terms of CDS notional less fair value, decreased to £6.8 billion, from £8.4 billion at 31 December 2011.

·
Greek sovereign CDS positions were fully closed out in April 2012, as the use of the collective action clause in the Greek debt swap resulted in a credit event occurring, which triggered Greek sovereign CDS contracts.

·
Outside the eurozone, the Group also has net bought CDS protection on most countries shown in the table. A £0.4 billion net sold CDS position on Brazil was primarily hedging bought nth-to-default CDS contracts with Brazilian reference entities (these latter contracts are not included in the reported numbers by country - refer to the Definitions section on page 214).

·
During 2012 the credit quality of CDS bought protection counterparties shown in the individual country tables, deteriorated primarily reflecting rating model changes in the fourth quarter of the year resulting in more conservative internal ratings (refer to Changes to wholesale credit risk models on page 121). There was also a downgrading of some of these counterparties during the year.

For more specific analysis and commentary on the Group’s exposure to Ireland, Spain, Italy, Portugal and Greece, refer to pages 221 to 230. For commentary on the Group’s exposure to eurozone non-periphery countries, refer to page 239.
 

 
*unaudited
 
218

 
 
Business review Risk and balance sheet management continued
 
 
Country risk: Country risk exposure continued
Total eurozone

   
 
   
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
678 
— 
— 
 
11,487 
267 
 
17,430 
8,469 
 
20,448 
 
1,797 
— 
 
22,923 
 
783 
 
23,706 
 
5,307 
— 
Central bank
21,969 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
35 
— 
 
22,004 
 
— 
 
22,004 
 
36 
4,648 
Other banks
4,257 
— 
— 
 
5,588 
(509)
 
1,021 
611 
 
5,998 
 
25,956 
1,161 
 
37,372 
 
4,400 
 
41,772 
 
148,534 
28,679 
Other FI
4,237 
— 
— 
 
9,367 
(1,081)
 
1,261 
142 
 
10,486 
 
7,595 
727 
 
23,045 
 
5,537 
 
28,582 
 
15,055 
16,124 
Corporate
37,351 
14,253 
7,451 
 
794 
33 
 
311 
115 
 
990 
 
3,594 
24 
 
41,959 
 
29,061 
 
71,020 
 
4,945 
732 
Personal
18,512 
3,351 
1,733 
 
— 
— 
 
— 
— 
 
— 
 
1
— 
 
18,513 
 
743 
 
19,256 
 
1
— 
 
87,004 
17,604 
9,184 
 
27,236 
(1,290)
 
20,023 
9,337 
 
37,922 
 
38,978 
1,912 
 
165,816 
 
40,524 
 
206,340 
 
173,878 
50,183 
                                               
2011
                                             
Government
671 
— 
— 
 
18,406 
81 
 
19,597 
15,049 
 
22,954 
 
1,924 
— 
 
25,549 
 
1,056 
 
26,605 
 
4,979 
791 
Central bank
27,282 
— 
— 
 
20 
— 
 
— 
 
26 
 
35 
— 
 
27,343 
 
— 
 
27,343 
 
38 
15,103 
Other banks
3,474 
— 
— 
 
8,423 
(752)
 
1,272 
1,502 
 
8,193 
 
28,595 
1,090 
 
41,352 
 
4,493 
 
45,845 
 
175,187 
31,157 
Other FI
4,355 
— 
— 
 
10,494 
(1,129)
 
1,138 
471 
 
11,161 
 
9,854 
1,102 
 
26,472 
 
8,199 
 
34,671 
 
18,204 
20,436 
Corporate
47,522 
14,152 
7,267 
 
964 
24 
 
528 
59 
 
1,433 
 
4,116 
 
53,074 
 
30,551 
 
83,625 
 
6,659 
713 
Personal
19,564 
2,280 
1,069 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
19,565 
 
765 
 
20,330 
 
1
— 
 
102,868 
16,432 
8,336 
 
38,307 
(1,776)
 
22,541 
17,081 
 
43,767 
 
44,525 
2,195 
 
193,355 
 
45,064 
 
238,419 
 
205,068 
68,200 
                                               
2010
                                             
Government
1,876 
— 
— 
 
23,201 
(893)
 
25,041 
14,256 
 
33,986 
 
1,537 
— 
 
37,399 
 
313 
 
37,712 
 
4,712 
18 
Central bank
19,659 
— 
— 
 
— 
— 
 
— 
 
 
13 
6,369 
 
26,048 
 
1
 
26,049 
 
25 
30,283 
Other banks
4,320 
— 
— 
 
9,192 
(916)
 
1,719 
1,187 
 
9,724 
 
24,193 
1,447 
 
39,684 
 
5,463 
 
45,147 
 
142,668 
25,111 
Other FI
4,932 
— 
— 
 
10,583 
(737)
 
908 
83 
 
11,408 
 
7,648 
1,377 
 
25,365 
 
10,189 
 
35,554 
 
13,842 
11,384 
Corporate
53,128 
12,404 
5,393 
 
813 
45 
 
831 
260 
 
1,384 
 
4,136 
4
 
58,652 
 
39,997 
 
98,649 
 
6,319 
395 
Personal
21,383 
1,642 
537 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
21,383 
 
775 
 
22,158 
 
1
— 
 
105,298 
14,046 
5,930 
 
43,789 
(2,501)
 
28,506 
15,786 
 
56,509 
 
37,527 
9,197 
 
208,531 
 
56,738 
 
265,269 
 
167,567 
67,191 
 
 
CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
40,154 
38,580 
 
1,407 
(1,405)
 
37,080 
36,759 
 
6,488 
(6,376)
 
28,825 
29,075 
 
2,899 
(2,843)
Other banks
13,249 
13,014 
 
266 
(217)
 
19,736 
19,232 
 
2,303 
(2,225)
 
16,616 
16,256 
 
1,042 
(1,032)
Other FI
11,015 
9,704 
 
104 
(92)
 
17,949 
16,608 
 
693 
(620)
 
12,921 
12,170 
 
173 
(182)
Corporate
39,639 
35,851 
 
(455)
465 
 
76,966 
70,119 
 
2,241 
(1,917)
 
70,354 
63,790 
 
(267)
461 
 
104,057 
97,149 
 
1,322 
(1,249)
 
151,731 
142,718 
 
11,725 
(11,138)
 
128,716 
121,291 
 
3,847 
(3,596)

 
CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
8,828 
126 
 
34,862 
597 
 
8,056 
204 
 
— 
— 
 
51,746 
927 
Other FI
23,912 
88 
 
23,356 
319 
 
4,111 
(17)
 
932 
 
52,311 
395 
 
32,740 
214 
 
58,218 
916 
 
12,167 
187 
 
932 
 
104,057 
1,322 
2011
                           
Banks
67,624 
5,585 
 
1,085 
131 
 
198 
23 
 
 
 
 
68,907 
5,739 
Other FI
79,824 
5,605 
 
759 
89 
 
2,094 
278 
 
147 
14 
 
82,824 
5,986 
 
147,448 
11,190 
 
1,844 
220 
 
2,292 
301 
 
147 
14 
 
151,731 
11,725 
 
 
 
*unaudited
 
219

 
 
Business review Risk and balance sheet management continued

 
Eurozone periphery

   
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
51 
— 
— 
 
644 
(132)
 
3,686 
2,698 
 
1,632 
 
134 
— 
 
1,817 
 
16 
 
1,833 
 
361 
— 
Central bank
107 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
107 
 
— 
 
107 
 
— 
— 
Other banks
299 
— 
— 
 
3,551 
(660)
 
165 
131 
 
3,585 
 
4,093 
476 
 
8,453 
 
75 
 
8,528 
 
29,706 
4,186 
Other FI
812 
— 
— 
 
2,065 
(541)
 
466 
40 
 
2,491 
 
746 
103 
 
4,152 
 
1,414 
 
5,566 
 
1,557 
4,136 
Corporate
24,362 
12,146 
6,757 
 
192 
2
 
128 
40 
 
280 
 
1,678 
— 
 
26,320 
 
5,414 
 
31,734 
 
2,027 
326 
Personal
18,292 
3,347 
1,713 
 
— 
— 
 
— 
— 
 
— 
 
1
— 
 
18,293 
 
611 
 
18,904 
 
1
— 
 
43,923 
15,493 
8,470 
 
6,452 
(1,331)
 
4,445 
2,909 
 
7,988 
 
6,652 
579 
 
59,142 
 
7,530 
 
66,672 
 
33,652 
8,648 
                                               
2011
                                             
Government
61 
— 
— 
 
1,207 
(339)
 
4,854 
5,652 
 
409 
 
236 
— 
 
706 
 
118 
 
824 
 
380 
— 
Central bank
1,549 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
1,549 
 
— 
 
1,549 
 
— 
— 
Other banks
509 
— 
— 
 
5,279 
(956)
 
436 
318 
 
5,397 
 
4,350 
480 
 
10,736 
 
67 
 
10,803 
 
34,296 
4,085 
Other FI
855 
— 
— 
 
2,331 
(654)
 
228 
56 
 
2,503 
 
1,783 
73 
 
5,214 
 
1,862 
 
7,076 
 
3,635 
4,638 
Corporate
28,385 
12,272 
6,567 
 
274 
4
 
240 
— 
 
514 
 
1,538 
— 
 
30,437 
 
6,412 
 
36,849 
 
2,103 
— 
Personal
19,276 
2,258 
1,048 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
19,277 
 
637 
 
19,914 
 
1
— 
 
50,635 
14,530 
7,615 
 
9,091 
(1,945)
 
5,758 
6,026 
 
8,823 
 
7,908 
553 
 
67,919 
 
9,096 
 
77,015 
 
40,415 
8,723 
                                               
2010
                                             
Government
225 
— 
— 
 
2,085 
(871)
 
6,564 
4,672 
 
3,977 
 
180 
— 
 
4,382 
 
226 
 
4,608 
 
304 
— 
Central bank
2,238 
— 
— 
 
— 
— 
 
7
— 
 
7
 
125 
 
2,371 
 
1
 
2,372 
 
1,160 
Other banks
1,003 
— 
— 
 
6,003 
(920)
 
356 
181 
 
6,178 
 
4,013 
261 
 
11,455 
 
293 
 
11,748 
 
29,469 
4,238 
Other FI
1,392 
— 
— 
 
2,708 
(480)
 
295 
7
 
2,996 
 
1,618 
25 
 
6,031 
 
2,558 
 
8,589 
 
3,006 
3,476 
Corporate
30,447 
10,726 
4,899 
 
120 
37 
 
226 
22 
 
324 
 
1,482 
4
 
32,257 
 
8,441 
 
40,698 
 
2,004 
Personal
20,697 
1,639 
534 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
20,697 
 
647 
 
21,344 
 
— 
 
56,002 
12,365 
5,433 
 
10,916 
(2,234)
 
7,448 
4,882 
 
13,482 
 
7,294 
415 
 
77,193 
 
12,166 
 
89,359 
 
34,785 
8,878 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
24,785 
24,600 
 
1,452 
(1,459)
 
25,883 
26,174 
 
5,979 
(5,926)
 
20,494 
20,440 
 
2,762 
(2,705)
Other banks
6,023 
5,996 
 
230 
(202)
 
9,372 
9,159 
 
1,657 
(1,623)
 
7,927 
8,055 
 
891 
(890)
Other FI
2,592 
2,350 
 
76 
(67)
 
3,854 
3,635 
 
290 
(262)
 
2,981 
2,723 
 
148 
(153)
Corporate
5,824 
5,141 
 
52 
(47)
 
10,798 
9,329 
 
999 
(860)
 
11,273 
9,657 
 
453 
(317)
 
39,224 
38,087 
 
1,810 
(1,775)
 
49,907 
48,297 
 
8,925 
(8,671)
 
42,675 
40,875 
 
4,254 
(4,065)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
3,517 
153 
 
14,725 
780 
 
5,153 
214 
 
— 
— 
 
23,395 
1,147 
Other FI
5,647 
240 
 
9,021 
401 
 
896 
22 
 
265 
— 
 
15,829 
663 
 
9,164 
393 
 
23,746 
1,181 
 
6,049 
236 
 
265 
— 
 
39,224 
1,810 
2011
                           
Banks
26,008 
4,606 
 
604 
112 
 
93 
14 
 
 
 
 
26,705 
4,732 
Other FI
22,082 
3,980 
 
394 
51 
 
726 
162 
 
 
 
 
23,202 
4,193 
 
48,090 
8,586 
 
998 
163 
 
819 
176 
 
 
 
 
49,907 
8,925 
 
 
 
*unaudited
 
220

 
 
Business review Risk and balance sheet management continued
 
 
Country risk: Country risk exposure continued
Ireland

 
 
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
42 
— 
— 
 
127 
(23)
 
79 
56 
 
150 
 
2
— 
 
194 
 
2
 
196 
 
6
— 
Central bank
73 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
73 
 
— 
 
73 
 
— 
— 
Other banks
98 
— 
— 
 
191 
(6)
 
18 
1
 
208 
 
 695 
476 
 
1,477 
 
— 
 
1,477 
 
15,258 
3,547 
Other FI
532 
— 
— 
 
46 
— 
 
325 
2
 
369 
 
583 
103 
 
1,587 
 
601 
 
2,188 
 
1,365 
4,121 
Corporate
17,921 
11,058 
6,226 
 
60 
— 
 
— 
— 
 
60 
 
411 
— 
 
18,392 
 
1,840 
 
20,232 
 
436 
326 
Personal
17,893 
3,286 
1,686 
 
— 
— 
 
— 
— 
 
— 
 
1
— 
 
17,894 
 
515 
 
18,409 
 
1
— 
 
36,559 
14,344 
7,912 
 
424 
(29)
 
422 
59 
 
787 
 
1,692 
579 
 
39,617 
 
2,958 
 
42,575 
 
17,066 
7,994 
2011
                                             
Government
45 
— 
— 
 
102 
(46)
 
20 
19 
 
103 
 
92 
— 
 
240 
 
 
242 
 
102 
— 
Central bank
1,467 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
1,467 
 
— 
 
1,467 
 
— 
— 
Other banks
136 
— 
— 
 
177 
(39)
 
195 
14 
 
358 
 
981 
478 
 
1,953 
 
— 
 
1,953 
 
19,090 
3,441 
Other FI
333 
— 
— 
 
61 
— 
 
116 
35 
 
142 
 
782 
73 
 
1,330 
 
546 
 
1,876 
 
1,831 
3,968 
Corporate
18,994 
10,269 
5,689 
 
148 
 
135 
— 
 
283 
 
417 
— 
 
19,694 
 
1,841 
 
21,535 
 
438 
— 
Personal
18,858 
2,258 
1,048 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
18,859 
 
539 
 
19,398 
 
— 
 
39,833 
12,527 
6,737 
 
488 
(82)
 
466 
68 
 
886 
 
2,273 
551 
 
43,543 
 
2,928 
 
46,471 
 
21,462 
7,409 
2010
                                             
Government
61 
— 
— 
 
104 
(45)
 
93 
88 
 
109 
 
20 
— 
 
190 
 
1
 
191 
 
20 
— 
Central bank
2,119 
— 
— 
 
— 
— 
 
— 
 
 
1
125 
 
2,252 
 
— 
 
2,252 
 
1
1,160 
Other banks
87 
— 
— 
 
435 
(51)
 
96 
45 
 
486 
 
1,265 
258 
 
2,096 
 
83 
 
2,179 
 
15,892 
2,702 
Other FI
813 
— 
— 
 
291 
(1)
 
205 
— 
 
496 
 
826 
11 
 
2,146 
 
1,050 
 
3,196 
 
2,084 
3,258 
Corporate
19,886 
8,291 
4,072 
 
91 
(2)
 
140 
 
225 
 
430 
 4
 
20,545 
 
2,638 
 
23,183 
 
446 
Personal
20,228 
1,638 
534 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
20,228 
 
544 
 
20,772 
 
1
— 
 
43,194 
9,929 
4,606 
 
921 
(99)
 
541 
139 
 
1,323 
 
2,542 
398 
 
47,457 
 
4,316 
 
51,773 
 
18,444 
7,124 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
2,486 
2,525 
 
72 
(71)
 
2,145 
2,223 
 
466 
(481)
 
1,872 
2,014 
 
360 
(387)
Other banks
43 
32 
 
1 
(2)
 
110 
107 
 
21 
(21)
 
317 
312 
 
103 
(95)
Other FI
759 
677 
 
21 
(33)
 
523 
630 
 
64 
(74)
 
566 
597 
 
45 
(84)
Corporate
236 
165 
 
(17)
17 
 
425 
322 
 
(11)
10 
 
483 
344 
 
(20)
17 
 
3,524 
3,399 
 
77 
(89)
 
3,203 
3,282 
 
540 
(566)
 
3,238 
3,267 
 
488 
(549)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
214 
 
1,461 
41 
 
32 
(1)
 
— 
— 
 
1,707 
46
Other FI
528 
16 
 
970 
 
319 
 
— 
— 
 
1,817 
31
 
742 
22 
 
2,431 
48 
 
351 
 
— 
— 
 
3,524 
77
2011
                           
Banks
1,586 
300 
 
— 
 
— 
— 
 
 
 
 
1,588 
300 
Other FI
1,325 
232 
 
161 
 
129 
 
 
 
 
1,615 
240 
 
2,911 
532 
 
163 
 
129 
 
 
 
 
3,203 
540 

 
 
*unaudited
 
221

 

Business review Risk and balance sheet management continued
 

Key points*
·
Ulster Bank Group’s (UBG) Irish exposure comprises personal lending (largely mortgages) and corporate lending and commitments, plus some lending to financial institutions (refer to the Ulster Bank Group (Core and Non-Core) section on page 149 for further details). In addition, International Banking has lending exposure and commitments, and Markets has derivative and repo exposure to financial institutions and large international clients with funding subsidiaries based in Ireland.

·
Group exposure decreased further during 2012, principally lending, which fell £3.3 billion as a result of de-risking of the portfolio and currency movements.

Government and central bank
·
Exposure to the central bank fluctuates, driven by regulatory requirements and deposits of excess liquidity. It was reduced as part of asset and liability management.

Financial institutions
·
Markets, International Banking and UBG account for the large majority of the Group’s exposure to financial institutions, the main categories being derivatives and repos, where exposure is affected predominantly by market movements and much of it is collateralised.

Corporate
·
Lending exposure fell by £1.1 billion during 2012, driven by exchange rate movements and write-offs. Commercial real estate lending amounted to £10.4 billion at 31 December 2012, down £0.5 billion from 31 December 2011 amid continuing adverse market conditions. The commercial real estate lending exposure was nearly all in UBG (£7.7 billion of this in Non-Core) and included REIL of £8.0 billion which were 55% covered by provisions.

Personal
·
Overall lending exposure fell by £1.0 billion as a result of exchange rate movements, amortisation, maturities, a small amount of write-offs, low new business volumes and active risk management. Residential mortgage loans amounted to £16.9 billion at 31 December 2012, including REIL of £3.0 billion and loan provisions of £1.5 billion. The housing market continues to suffer from weak domestic demand, with house prices that stabilised in the course of 2012 at approximately 50% below their 2007 peak.

Non-Core (included above)
·
Non-Core lending exposure was £9.5 billion at 31 December 2012, down £0.7 billion since 31 December 2011. The lending portfolio largely consisted of exposures to commercial real estate (82%), retail (4%) and leisure (4%).



 
*unaudited
 
222

 
 
Business review Risk and balance sheet management continued

Country risk: Country risk exposure continued
Spain

 
 
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
— 
— 
— 
 
37 
(10)
 
786 
403 
 
420 
 
18 
— 
 
438 
 
14 
 
452 
 
56 
— 
Central bank
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
— 
 
 
— 
— 
Other banks
— 
— 
 
3,169 
(634)
 
100 
76 
 
3,193 
 
1,254 
— 
 
4,448 
 
42 
 
4,490 
 
5,116 
610 
Other FI
59 
— 
— 
 
1,661 
(540)
 
96 
18 
 
1,739 
 
26 
— 
 
1,824 
 
139 
 
1,963 
 
50 
— 
Corporate
4,260 
601 
246 
 
— 
 
36 
18 
 
22 
 
456 
— 
 
4,738 
 
1,373 
 
6,111 
 
472 
— 
Personal
340 
61 
27 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
340 
 
56 
 
396 
 
— 
— 
 
4,666 
662 
273 
 
4,871 
(1,184)
 
1,018 
515 
 
5,374 
 
1,754 
— 
 
11,794 
 
1,624 
 
13,418 
 
5,694 
610 
2011
                                             
Government
— 
— 
 
33 
(15)
 
360 
751 
 
(358)
 
35 
— 
 
(314)
 
116 
 
(198)
 
40 
— 
Central bank
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
— 
 
 
— 
— 
Other banks
130 
— 
— 
 
4,892 
(867)
 
162 
214 
 
4,840 
 
1,620 
 
6,592 
 
41 
 
6,633 
 
5,180 
122 
Other FI
154 
— 
— 
 
1,580 
(639)
 
65 
 
1,637 
 
282 
— 
 
2,073 
 
169 
 
2,242 
 
1,084 
467 
Corporate
5,775 
1,190 
442 
 
— 
 
27 
— 
 
36 
 
454 
— 
 
6,265 
 
2,247 
 
8,512 
 
471 
— 
Personal
362 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
362 
 
57 
 
419 
 
— 
— 
 
6,433 
1,190 
442 
 
6,514 
(1,521)
 
614 
973 
 
6,155 
 
2,391 
 
14,981 
 
2,630 
 
17,611 
 
6,775 
589 
2010
                                             
Government
19 
— 
— 
 
88 
(7)
 
1,172 
1,248 
 
12 
 
53 
— 
 
84 
 
1
 
85 
 
60 
— 
Central bank
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
— 
 
5
 
— 
— 
Other banks
166 
— 
— 
 
5,264 
(834)
 
147 
118 
 
5,293 
 
1,48
 
6,941 
 
41 
 
6,982 
 
5,098 
515 
Other FI
92 
— 
— 
 
1,724 
(474)
 
34 
 
1,751 
 
22 
— 
 
1,865 
 
285 
 
2,150 
 
145 
— 
Corporate
6,991 
1,871 
572 
 
38 
 
50 
 
51 
 
490 
— 
 
7,532 
 
2,672 
 
10,204 
 
567 
— 
Personal
407 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
407 
 
62 
 
469 
 
— 
— 
 
7,680 
1,872 
572 
 
7,085 
(1,277)
 
1,403 
1,381 
 
7,107 
 
2,045 
 
16,834 
 
3,061 
 
19,895 
 
5,870 
515 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
5,934 
5,905 
 
361 
(359)
 
5,151 
5,155 
 
538 
(522)
 
3,820 
3,923 
 
436 
(435)
Other banks
1,583 
1,609 
 
34 
(30)
 
1,965 
1,937 
 
154 
(152)
 
2,087 
2,159 
 
133 
(135)
Other FI
1,209 
1,061 
 
47 
(28)
 
2,417 
2,204 
 
157 
(128)
 
1,648 
1,388 
 
72 
(45)
Corporate
2,263 
2,011 
 
(4)
 
4,831 
3,959 
 
448 
(399)
 
5,192 
4,224 
 
231 
(168)
 
10,989 
10,586 
 
449 
(421)
 
14,364 
13,255 
 
1,297 
(1,201)
 
12,747 
11,694 
 
872 
(783)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
646 
27 
 
3,648 
168 
 
1,409 
65 
 
— 
— 
 
5,703 
260 
Other FI
2,335 
72 
 
2,539 
109 
 
324 
 
88 
— 
 
5,286 
189 
 
2,981 
99 
 
6,187 
277 
 
1,733 
73 
 
88 
— 
 
10,989 
449 
2011
                           
Banks
6,595 
499 
 
68 
 
32 
 
 
 
 
6,695 
508 
Other FI
7,238 
736 
 
162 
 
269 
50 
 
 
 
 
7,669 
789 
 
13,833 
1,235 
 
230 
 
301 
54 
 
 
 
 
14,364 
1,297 


 
*unaudited
 
223

 
 
Business review Risk and balance sheet management continued

 
Key points*
·
The Group maintains good relationships with multinational banks, other financial institutions and large corporate clients.

·
Exposure to Spain is driven by corporate lending and a sizeable mortgage-backed securities covered bond portfolio. Exposure fell further in most categories during 2012, driven by the sale of part of the covered bond portfolio and a decline in corporate lending, as a result of steps taken to de-risk the portfolio.

Government
·
The Group has an active portfolio of Spanish government debt and CDS exposures that can result in fluctuations between long and short positions for HFT debt securities.

Financial institutions
·
The Group’s largest exposure was AFS debt securities (mainly the covered bond portfolio) of £4.8 billion at 31 December 2012, which decreased by £1.6 billion during 2012, largely as a result of sales in the first half of the year. The portfolio continued to perform satisfactorily. However, the Group is monitoring the situation closely, including undertaking stress analyses.

·
Derivative exposure, mostly to Spanish international banks and a few of the large regional banks, declined to £1.3 billion at 31 December 2012 from £1.9 billion at 31 December 2011. The majority of this exposure was collateralised.

·
Lending to financial institutions decreased to less than £0.1 billion at 31 December 2012 from £0.3 billion at 31 December 2011.

Corporate
·
Lending decreased by £1.5 billion and off-balance sheet exposure by £0.9 billion, due to reductions primarily in the commercial real estate and electricity sectors. Commercial real estate lending amounted to £1.6 billion at 31 December 2012, predominantly in Non-Core. The majority of REIL and loan provisions relates to commercial real estate lending and further decreased during 2012, reflecting disposals and restructurings.

Non-Core (included above)
·
At 31 December 2012, Non-Core had lending exposure to Spain of £2.8 billion, a reduction of £1.0 billion or 26% since 31 December 2011. Commercial real estate (63%), construction (14%) and electricity (9%) sectors accounted for the majority of the lending exposure.
 
 
 
*unaudited
 
224

 

Business review Risk and balance sheet management continued
 
 
Country risk: Country risk exposure continued
Italy

 
 
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
9 
— 
— 
 
408 
(81)
 
2,781 
2,224 
 
965 
 
80 
— 
 
1,054 
 
— 
 
1,054 
 
131 
— 
Central bank
21 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
21 
 
— 
 
21 
 
— 
— 
Other banks
200 
— 
— 
 
125 
(8)
 
42 
54 
 
113 
 
1,454 
— 
 
1,767 
 
33 
 
1,800 
 
8,428 
3 
Other FI
218 
— 
— 
 
357 
(1)
 
23 
1 
 
379 
 
99 
— 
 
696 
 
671 
 
1,367 
 
100 
— 
Corporate
1,392 
34 
5 
 
87 
2 
 
85 
22 
 
150 
 
664 
— 
 
2,206 
 
1,90
 
4,106 
 
938 
— 
Personal
23 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
23 
 
12 
 
35 
 
— 
— 
 
1,863 
34 
5 
 
977 
(88)
 
2,931 
2,301 
 
1,607 
 
2,297 
— 
 
5,767 
 
2,616 
 
8,383 
 
9,597 
3 
2011
                                             
Government
— 
— 
— 
 
704 
(220)
 
4,336 
4,725 
 
315 
 
90 
— 
 
405 
 
— 
 
405 
 
142 
— 
Central bank
73 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
73 
 
— 
 
73 
 
— 
— 
Other banks
233 
— 
— 
 
119 
(14)
 
67 
88 
 
98 
 
1,064 
— 
 
1,395 
 
23 
 
1,418 
 
9,117 
305 
Other FI
299 
— 
— 
 
685 
(15)
 
40 
13 
 
712 
 
686 
— 
 
1,697 
 
1,146 
 
2,843 
 
687 
— 
Corporate
2,444 
361 
113 
 
75 
— 
 
58 
— 
 
133 
 
474 
— 
 
3,051 
 
1,968 
 
5,019 
 
1,001 
— 
Personal
23 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
23 
 
13 
 
36 
 
— 
— 
 
3,072 
361 
113 
 
1,583 
(249)
 
4,501 
4,826 
 
1,258 
 
2,314 
— 
 
6,644 
 
3,150 
 
9,794 
 
10,947 
305 
2010
                                             
Government
45 
— 
— 
 
906 
(99)
 
5,113 
3,175 
 
2,844 
 
71 
— 
 
2,960 
 
6 
 
2,966 
 
156 
— 
Central bank
78 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
78 
 
— 
 
78 
 
— 
— 
Other banks
668 
— 
— 
 
198 
(11)
 
67 
16 
 
249 
 
781 
1 
 
1,699 
 
161 
 
1,860 
 
7,724 
58 
Other FI
418 
— 
— 
 
646 
(5)
 
49 
— 
 
695 
 
759 
— 
 
1,872 
 
1,218 
 
3,090 
 
763 
— 
Corporate
2,483 
314 
141 
 
20 
— 
 
36 
 
48 
 
420 
— 
 
2,951 
 
2,456 
 
5,407 
 
831 
— 
Personal
27 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
27 
 
12 
 
39 
 
— 
— 
 
3,719 
314 
141 
 
1,770 
(115)
 
5,265 
3,199 
 
3,836 
 
2,031 
1 
 
9,587 
 
3,853 
 
13,440 
 
9,474 
58 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
13,181 
13,034 
 
717 
(754)
 
12,125 
12,218 
 
1,750 
(1,708)
 
8,998 
8,519 
 
641 
(552)
Other banks
3,537 
3,488 
 
163 
(139)
 
6,078 
5,938 
 
1,215 
(1,187)
 
4,417 
4,458 
 
421 
(414)
Other FI
616 
607 
 
8 
(5)
 
872 
762 
 
60 
(51)
 
723 
697 
 
21 
(13)
Corporate
2,580 
2,295 
 
28 
(20)
 
4,742 
4,299 
 
350 
(281)
 
4,506 
3,966 
 
150 
(88)
 
19,914 
19,424 
 
916 
(918)
 
23,817 
23,217 
 
3,375 
(3,227)
 
18,644 
17,640 
 
1,233 
(1,067)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
2,113 
81 
 
7,755 
432 
 
3,252 
105 
 
— 
— 
 
13,120 
618 
Other FI
2,120 
96 
 
4,344 
194 
 
218 
 
112 
— 
 
6,794 
298 
 
4,233 
177 
 
12,099 
626 
 
3,470 
113 
 
112 
— 
 
19,914 
916 
2011
                           
Banks
12,904 
1,676 
 
487 
94 
 
61 
10 
 
 
 
 
13,452 
1,780 
Other FI
10,138 
1,550 
 
 
219 
43 
 
 
 
 
10,365 
1,595 
 
23,042 
3,226 
 
495 
96 
 
280 
53 
 
 
 
 
23,817 
3,375 


 
*unaudited
 
225

 
 
Business review Risk and balance sheet management continued

 
Key points*
·
The Group maintains good relationships with Italian government entities, banks, other financial institutions and large corporate clients. Since the start of 2011, the Group has taken steps to reduce and mitigate its risk through strategic exits where appropriate and through increased collateral requirements, in line with its evolving appetite for Italian risk. Lending exposure to Italian counterparties was reduced by a further £1.2 billion during 2012, to £1.9 billion.

Government and central bank
·
The Group is an active market-maker in Italian government bonds and has an active CDS portfolio, resulting in large and fluctuating gross long and short positions in HFT debt securities.

Financial institutions
·
The majority of the Group’s exposure relates to the top five banks. The Group’s product offering consists largely of collateralised trading products and to a lesser extent, short-term uncommitted lending lines for liquidity purposes. During 2012, derivative exposure decreased by £0.2 billion due to market movements. Risk is mitigated since most facilities are fully collateralised. Lending declined by £0.1 billion to £0.4 billion.

·
The AFS bond exposure was reduced by £0.3 billion due to sales.

Corporate
·
Lending declined by £1.1 billion, particularly to industrials.

Non-Core (included above)
·
Non-Core lending exposure was £0.9 billion at 31 December 2012, a £0.3 billion or 22% reduction since 31 December 2011, primarily due to a fall in exposure to investment funds and industrials. The remaining lending exposure was mainly to the commercial real estate (29%), leisure (25%) and electricity (16%) sectors.

 
*unaudited
 
226

 
 
Business review Risk and balance sheet management continued
 
 
Country risk: Country risk exposure continued
Portugal

 
 
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
— 
— 
— 
 
72 
(18)
 
28 
15 
 
85 
 
17 
— 
 
102 
 
— 
 
102 
 
17 
— 
Other banks
— 
— 
— 
 
66 
(12)
 
5
— 
 
71 
 
380 
— 
 
451 
 
— 
 
451 
 
481 
26 
Other FI
— 
— 
— 
 
1
— 
 
21 
11 
 
11 
 
38 
— 
 
49 
 
3
 
52 
 
38 
— 
Corporate
336 
253 
188 
 
41 
— 
 
7
— 
 
48 
 
79 
— 
 
463 
 
247 
 
71
 
82 
— 
Personal
7
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
7
 
8
 
15 
 
— 
— 
 
343 
253 
188 
 
180 
(30)
 
61 
26 
 
215 
 
514 
— 
 
1,072 
 
258 
 
1,330 
 
618 
26 
2011
                                             
Government
— 
— 
— 
 
56 
(58)
 
36 
152 
 
(60)
 
19 
— 
 
(41)
 
— 
 
(41)
 
25 
— 
Other banks
10 
— 
— 
 
91 
(36)
 
12 
 
101 
 
389 
— 
 
500 
 
 
502 
 
497 
217 
Other FI
— 
— 
— 
 
— 
 
— 
 
12 
 
30 
— 
 
42 
 
— 
 
42 
 
30 
Corporate
495 
27 
27 
 
42 
 
18 
— 
 
60 
 
81 
— 
 
636 
 
258 
 
894 
 
81 
— 
Personal
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
 
13 
 
— 
— 
 
510 
27 
27 
 
194 
(93)
 
73 
154 
 
113 
 
519 
— 
 
1,142 
 
268 
 
1,410 
 
633 
220 
2010
                                             
Government
86 
— 
— 
 
92 
(26)
 
68 
122 
 
38 
 
29 
— 
 
153 
 
211 
 
364 
 
45 
— 
Other banks
63 
— 
— 
 
106 
(24)
 
46 
 
150 
 
307 
— 
 
520 
 
 
522 
 
452 
782 
Other FI
— 
— 
— 
 
47 
— 
 
— 
 
54 
 
— 
 
61 
 
 
62 
 
— 
Corporate
611 
27 
21 
 
— 
 
— 
— 
 
— 
 
51 
— 
 
662 
 
512 
 
1,174 
 
51 
— 
Personal
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
 
14 
 
— 
— 
 
766 
27 
21 
 
245 
(49)
 
121 
124
 
242 
 
394 
— 
 
1,402 
 
734 
 
2,136 
 
555 
782 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
3,182 
3,134 
 
302 
(275)
 
3,304 
3,413 
 
997 
(985)
 
2,844 
2,923 
 
471 
(460)
Other banks
856 
863 
 
31 
(30)
 
1,197 
1,155 
 
264 
(260)
 
1,085 
1,107 
 
231 
(243)
Other FI
8 
5 
 
— 
(1)
 
 
(1)
 
 
(1)
— 
Corporate
426 
353 
 
3 
(7)
 
366 
321 
 
68 
(48)
 
581 
507 
 
48 
(29)
 
4,472 
4,355 
 
336 
(313)
 
4,875 
4,894 
 
1,330 
(1,294)
 
4,519 
4,543 
 
749 
(732)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
480 
34 
 
1,805 
133 
 
460 
45 
 
— 
— 
 
2,745 
212
Other FI
534 
38 
 
1,126 
88 
 
35 
(2)
 
32 
— 
 
1,727 
124
 
1,014 
72 
 
2,931 
221 
 
495 
43 
 
32 
— 
 
4,472 
336
2011
                           
Banks
2,922 
786 
 
46 
12 
 
— 
— 
 
 
 
 
2,968 
798 
Other FI
1,874 
517 
 
— 
— 
 
33 
15 
 
 
 
 
1,907 
532 
 
4,796 
1,303 
 
46 
12 
 
33 
15 
 
 
 
 
4,875 
1,330 



*unaudited
 
227

 
 
Business review Risk and balance sheet management continued
 
 
Key points*
·
The Portuguese portfolio, which is managed out of Spain, mainly consists of corporate lending and derivative trading with the largest local banks. Medium-term activity has ceased with the exception of collateralised business.

·
Exposure declined further during 2012, with continued reductions in lending and off-balance sheet exposure, and sales of Group Treasury’s AFS bonds.

Government and central bank
·
The Group’s exposure to the Portuguese government at 31 December 2012 was £102 million, comprising a very small derivative exposure and a small net long debt securities position, an increase from the net short debt securities position at 31 December 2011.

Financial institutions
·
The remaining exposure is largely focused on the top four systemically important banks. Exposures generally consist of collateralised trading products.

Corporate
·
The largest exposure is to the land transport and logistics, electricity and telecommunications sectors, concentrated on a few large, highly creditworthy clients.

Non-Core (included above)
·
Non-Core lending exposure to Portugal decreased by £0.1 billion during 2012, to £0.3 billion. The portfolio largely comprised lending exposure to the land transport and logistics (40%), electricity (37%) and commercial real estate (18%) sectors.
 
 
 
*unaudited
 
228

 
 
Business review Risk and balance sheet management continued

 
Country risk: Country risk exposure continued
Greece

 
 
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
— 
— 
— 
 
— 
— 
 
9
— 
 
9
 
17 
— 
 
26 
 
— 
 
26 
 
151 
— 
Central bank
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
7
 
— 
 
7
 
— 
— 
Other banks
— 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
299 
— 
 
299 
 
— 
 
299 
 
411 
— 
Other FI
— 
— 
 
— 
— 
 
— 
 
(8)
 
— 
— 
 
(7)
 
— 
 
(7)
 
— 
— 
Corporate
179 
38 
38 
 
— 
— 
 
— 
— 
 
— 
 
44 
— 
 
223 
 
18 
 
241 
 
61 
— 
Personal
14 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
14 
 
 
23 
 
— 
— 
 
201 
38 
38 
 
— 
— 
 
9
8
 
1
 
360 
— 
 
562 
 
27 
 
589 
 
623 
— 
2011
                                             
Government
— 
— 
 
312 
— 
 
102 
 
409 
 
— 
— 
 
416 
 
— 
 
416 
 
71 
— 
Central bank
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
— 
 
 
— 
— 
Other banks
— 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
290 
— 
 
290 
 
— 
 
290 
 
405 
— 
Other FI
31 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
33 
 
— 
 
33 
 
— 
Corporate
427 
256 
256 
 
— 
— 
 
— 
— 
 
— 
 
63 
— 
 
490 
 
42 
 
532 
 
63 
— 
Personal
14 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
14 
 
10 
 
24 
 
— 
— 
 
485 
256 
256 
 
312 
— 
 
102 
 
409 
 
355 
— 
 
1,249 
 
52 
 
1,301 
 
541 
— 
2010
                                             
Government
14 
— 
— 
 
895 
(694)
 
118 
39 
 
974 
 
— 
 
995 
 
 
1,002 
 
23 
— 
Central bank
36 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
36 
 
— 
 
36 
 
— 
— 
Other banks
18 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
167 
— 
 
185 
 
 
186 
 
284 
181 
Other FI
31 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
34 
 
 
37 
 
— 
Corporate
191 
48 
48 
 
— 
— 
 
— 
— 
 
— 
 
50 
— 
 
241 
 
143 
 
384 
 
50 
— 
Personal
16 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
16 
 
10 
 
26 
 
— 
— 
 
306 
48 
48 
 
895 
(694)
 
118 
39 
 
974 
 
227 
— 
 
1,507 
 
164 
 
1,671 
 
360 
181 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
— 
— 
 
— 
— 
 
3,158 
3,165 
 
2,228 
(2,230)
 
2,960 
3,061 
 
854 
(871)
Other banks
4 
4 
 
1 
(1)
 
22 
22 
 
(3)
 
21 
19 
 
(3)
Other FI
— 
— 
 
— 
— 
 
34 
34 
 
(8)
 
35 
35 
 
11 
(11)
Corporate
319 
317 
 
31 
(33)
 
434 
428 
 
144 
(142)
 
511 
616 
 
44 
(49)
 
323 
321 
 
32 
(34)
 
3,648 
3,649 
 
2,383 
(2,383)
 
3,527 
3,731 
 
912 
(934)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
64 
 
54 
 
— 
— 
 
— 
— 
 
118 
11
Other FI
130 
18 
 
42 
 
— 
— 
 
33 
— 
 
205 
21
 
194 
23 
 
96 
 
— 
— 
 
33 
— 
 
323 
32
2011
                           
Banks
2,001 
1,345 
 
 
— 
— 
 
 
 
 
2,002 
1,346 
Other FI
1,507 
945 
 
63 
45 
 
76 
47 
 
 
 
 
1,646 
1,037 
 
3,508 
2,290 
 
64 
46 
 
76 
47 
 
 
 
 
3,648 
2,383 



*unaudited
 
229

 
 
Business review Risk and balance sheet management continued
 
 
Key points*
·
The Group’s exposure to Greece decreased further in 2012, largely as a result of the restructuring and sale of Greek government debt and a corporate write-off. The remainder of the exposure is actively managed, in line with the Group’s de-risking strategy that has been in place since early 2010. Much of the remaining exposure is collateralised or guaranteed. The remaining Greek exposure at 31 December 2012 was £0.6 billion. The majority of this was derivative exposure to banks (itself in part collateralised). The rest was mostly corporate lending including exposure to local subsidiaries of international companies.

Government and central bank
·
The Group participated in the restructuring of Greek government debt in March 2012, which resulted in the issuance of new bonds that were sold in March and April, and £0.3 billion of AFS bonds issued by the European Financial Stability Facility incorporated in Luxembourg. The Group no longer holds any AFS bonds issued by the Greek government. A small HFT position, resulting from the sovereign debt restructuring in March, has been retained to enable the Group to quote prices and stay relevant to key clients.

Financial institutions
·
Activity with Greek financial institutions is largely collateralised derivative and repo exposure, and remains under close scrutiny.

Corporate
·
Lending exposure fell by £0.2 billion to £0.2 billion, largely due to a single name write-off in the first half of 2012.

·
The Group’s focus is on short-term trade facilities to the domestic subsidiaries of international clients, increasingly supported by parental guarantees.

Non-Core (included above)
·
Non-Core lending exposure to Greece was £0.1 billion at 31 December 2012, a slight reduction from 31 December 2011. The remaining lending portfolio primarily consisted of the following sectors: commercial real estate (44%), construction (26%) and other services (12%).


*unaudited
 
230

 
 
Business review Risk and balance sheet management continued
 
 
Country risk: Country risk exposure continued
Cyprus

 
 
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
   Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
— 
— 
— 
 
— 
— 
 
3 
— 
 
3 
 
— 
— 
 
3 
 
— 
 
3 
 
— 
— 
Other banks
— 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
11 
— 
 
11 
 
— 
 
11 
 
12 
— 
Other FI
2 
— 
— 
 
— 
— 
 
1 
— 
 
1 
 
— 
— 
 
3 
 
— 
 
3 
 
4 
15 
Corporate
274 
162 
54 
 
— 
— 
 
— 
— 
 
— 
 
24 
— 
 
298 
 
36 
 
334 
 
38 
— 
Personal
15 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
15 
 
11 
 
26 
 
— 
— 
 
291 
162 
54 
 
— 
— 
 
4 
— 
 
4 
 
35 
— 
 
330 
 
47 
 
377 
 
54 
15 
2011
                                             
Other banks
— 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
 
 
 
— 
Other FI
38 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
39 
 
 
40 
 
200 
Corporate
250 
169 
40 
 
— 
— 
 
— 
 
 
49 
— 
 
301 
 
56 
 
357 
 
49 
— 
Personal
14 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
14 
 
10 
 
24 
 
— 
— 
 
302 
169 
40 
 
— 
— 
 
— 
 
 
56 
— 
 
360 
 
68 
 
428 
 
57 
200 
2010
                                             
Central bank
— 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
— 
 
1 
 
1 
 
— 
— 
Other banks
1 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
13 
— 
 
14 
 
5 
 
19 
 
19 
— 
Other FI
38 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
1 
14 
 
53 
 
1 
 
54 
 
4 
218 
Corporate
285 
175 
45 
 
— 
— 
 
— 
— 
 
— 
 
41 
— 
 
326 
 
20 
 
346 
 
59 
— 
Personal
13 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
13 
 
11 
 
24 
 
— 
— 
 
337 
175 
45 
 
— 
— 
 
— 
— 
 
— 
 
55 
14 
 
406 
 
38 
 
444 
 
82 
218 


*unaudited
 
231

 
 
Business review Risk and balance sheet management continued
 
 
Eurozone non-periphery

         
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
  sheet   
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
627 
— 
— 
 
10,843 
399 
 
13,744 
5,771 
 
18,816 
 
1,663 
— 
 
21,106 
 
767 
 
21,873 
 
4,946 
— 
Central bank
21,862 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
35 
— 
 
21,897 
 
— 
 
21,897 
 
36 
4,648 
Other banks
3,958 
— 
— 
 
2,037 
151 
 
856 
480 
 
2,413 
 
21,863 
685 
 
28,919 
 
4,325 
 
33,244 
 
118,828 
24,493 
Other FI
3,425 
— 
— 
 
7,302 
(540)
 
795 
102 
 
7,995 
 
6,849 
624 
 
18,893 
 
4,123 
 
23,016 
 
13,498 
11,988 
Corporate
12,989 
2,107 
694 
 
602 
31 
 
183 
75 
 
710 
 
1,916 
24 
 
15,639 
 
23,647 
 
39,286 
 
2,918 
406 
Personal
220 
20 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
220 
 
132 
 
352 
 
— 
— 
 
43,081 
2,111 
714 
 
20,784 
41 
 
15,578 
6,428 
 
29,934 
 
32,326 
1,333 
 
106,674 
 
32,994 
 
139,668 
 
140,226 
41,535 
2011
                                             
Government
610 
— 
— 
 
17,199 
420 
 
14,743 
9,397 
 
22,545 
 
1,688 
— 
 
24,843 
 
938 
 
25,781 
 
4,599 
791 
Central bank
25,733 
— 
— 
 
20 
— 
 
— 
 
26 
 
35 
— 
 
25,794 
 
— 
 
25,794 
 
38 
15,103 
Other banks
2,965 
— 
— 
 
3,144 
204 
 
836 
1,184 
 
2,796 
 
24,245 
610 
 
30,616 
 
4,426 
 
35,042 
 
140,891 
27,072 
Other FI
3,500 
— 
— 
 
8,163 
(475)
 
910 
415 
 
8,658 
 
8,071 
1,029 
 
21,258 
 
6,337 
 
27,595 
 
14,569 
15,798 
Corporate
19,137 
1,880 
700 
 
690 
20 
 
288 
59 
 
919 
 
2,578 
 
22,637 
 
24,139 
 
46,776 
 
4,556 
713 
Personal
288 
22 
21 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
288 
 
128 
 
416 
 
— 
— 
 
52,233 
1,902 
721 
 
29,216 
169 
 
16,783 
11,055 
 
34,944 
 
36,617 
1,642 
 
125,436 
 
35,968 
 
161,404 
 
164,653 
59,477 
2010
                                             
Government
1,651 
— 
— 
 
21,116 
(22)
 
18,477 
9,584 
 
 30,009 
 
1,357 
— 
 
33,017 
 
87 
 
33,104 
 
4,408 
18 
Central bank
17,421 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
12 
6,244 
 
23,677 
 
— 
 
23,677 
 
24 
29,123 
Other banks
3,317 
— 
— 
 
3,189 
4
 
1,363 
1,006 
 
3,546 
 
20,180 
1,186 
 
28,229 
 
5,170 
 
33,399 
 
113,199 
20,873 
Other FI
3,540 
— 
— 
 
7,875 
(257)
 
613 
76 
 
8,412 
 
6,030 
1,352 
 
19,334 
 
7,631 
 
26,965 
 
10,836 
7,908 
Corporate
22,681 
1,678 
494 
 
693 
8
 
605 
238 
 
1,060 
 
2,654 
— 
 
26,395 
 
31,556 
 
57,951 
 
4,315 
391 
Personal
686 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
686 
 
128 
 
814 
 
— 
— 
 
49,296 
1,681 
497 
 
32,873 
(267)
 
21,058 
10,904 
 
43,027 
 
30,233 
8,782 
 
131,338 
 
44,572 
 
175,910 
 
132,782 
58,313 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
15,369 
13,980 
 
(45)
54 
 
11,197 
10,585 
 
509 
(450)
 
8,331 
8,635 
 
137 
(138)
Other banks
7,226 
7,018 
 
36 
(15)
 
10,364 
10,073 
 
646 
(602)
 
8,689 
8,201 
 
151 
(142)
Other FI
8,423 
7,354 
 
28 
(25)
 
14,095 
12,973 
 
403 
(358)
 
9,940 
9,447 
 
25 
(29)
Corporate
33,815 
30,710 
 
(507)
512 
 
66,168 
60,790 
 
1,242 
(1,057)
 
59,081 
54,133 
 
(720)
778 
 
64,833 
59,062 
 
(488)
526 
 
101,824 
94,421 
 
2,800 
(2,467)
 
86,041 
80,416 
 
(407)
469 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
5,311 
(27)
 
20,137 
(183)
 
2,903 
(10)
 
— 
— 
 
28,351 
(220)
Other FI
18,265 
(152)
 
14,335 
(82)
 
3,215 
(39)
 
667 
5 
 
36,482 
(268)
 
23,576 
(179)
 
34,472 
(265)
 
6,118 
(49)
 
667 
5 
 
64,833 
(488)
2011
                           
Banks
41,616 
979 
 
481 
19 
 
105 
9 
 
— 
— 
 
42,202 
1,007 
Other FI
57,742 
1,625 
 
365 
38 
 
1,368 
116 
 
147 
14 
 
59,622 
1,793 
 
99,358 
2,604 
 
846 
57 
 
1,473 
125 
 
147 
14 
 
101,824 
2,800 
 
 
*unaudited
 
232

 
 
Business review Risk and balance sheet management continued
 
 

Country risk: Country risk exposure continued
Germany

 
 
 
 
 
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance  
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
 
sheet 
 
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
— 
— 
— 
 
8,103 
453 
 
5,070 
1,592 
 
11,581 
 
533 
— 
 
12,114 
 
735 
 
12,849 
 
1,656 
— 
Central bank
20,018 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
20,018 
 
— 
 
20,018 
 
— 
— 
Other banks
660 
— 
— 
 
668 
10 
 
280 
332 
 
616 
 
5,558 
183 
 
7,017 
 
139 
 
7,156 
 
50,998 
4,935 
Other FI
460 
— 
— 
 
285 
(23)
 
95 
30 
 
350 
 
3,046 
116 
 
3,972 
 
933 
 
4,905 
 
3,911 
3,066 
Corporate
3,756 
460 
152 
 
207 
14 
 
11 
2 
 
216 
 
339 
24 
 
4,335 
 
5,462 
 
9,797 
 
637 
406 
Personal
83 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
83 
 
25 
 
108 
 
— 
— 
 
24,977 
461 
152 
 
9,263 
454 
 
5,456 
1,956 
 
12,763 
 
9,476 
323 
 
47,539 
 
7,294 
 
54,833 
 
57,202 
8,407 
2011
                                             
Government
— 
— 
— 
 
12,035 
523 
 
4,136 
2,084 
 
14,087 
 
423 
— 
 
14,510 
 
 
14,512 
 
1,284 
164 
Central bank
18,068 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
2 
— 
 
18,070 
 
— 
 
18,070 
 
2 
— 
Other banks
653 
— 
— 
 
1,376 
 
294 
761 
 
909 
 
5,886 
117 
 
7,565 
 
284 
 
7,849 
 
62,744 
4,277 
Other FI
305 
— 
— 
 
563 
(33)
 
187 
95 
 
655 
 
3,272 
49 
 
4,281 
 
1,116 
 
5,397 
 
3,657 
1,659 
Corporate
6,608 
191 
80 
 
109 
 
14 
 
116 
 
586 
— 
 
7,310 
 
6,103 
 
13,413 
 
963 
42 
Personal
155 
19 
19 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
155 
 
22 
 
177 
 
— 
— 
 
25,789 
210 
99 
 
14,083 
504 
 
4,631 
2,947 
 
15,767 
 
10,169 
166 
 
51,891 
 
7,527 
 
59,418 
 
68,650 
6,142 
2010
                                             
Government
— 
— 
— 
 
10,648 
 
5,964 
4,124 
 
12,488 
 
160 
— 
 
12,648 
 
— 
 
12,648 
 
805 
18 
Central bank
10,894 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
4 
6,229 
 
17,127 
 
— 
 
17,127 
 
4 
6,229 
Other banks
1,060 
— 
— 
 
1,291 
 
567 
481 
 
1,377 
 
5,943 
346 
 
8,726 
 
250 
 
8,976 
 
52,483 
2,854 
Other FI
422 
— 
— 
 
494 
(47)
 
195 
17 
 
672 
 
1,860 
91 
 
3,045 
 
740 
 
3,785 
 
2,478 
3,006 
Corporate
7,519 
163 
44 
 
219 
 
44 
53 
 
210 
 
633 
— 
 
8,362 
 
7,905 
 
16,267 
 
1,368 
— 
Personal
162 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
162 
 
22 
 
184 
 
— 
— 
 
20,057 
163 
44 
 
12,652 
(39)
 
6,770 
4,675 
 
14,747 
 
8,600 
6,666 
 
50,070 
 
8,917 
 
58,987 
 
57,138 
12,107 

CDS by reference entity
 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
4,288 
4,191 
 
4 
— 
 
2,631 
2,640 
 
76 
(67)
 
2,056 
2,173 
 
25 
(19)
Other banks
2,849 
2,696 
 
13 
(11)
 
4,765 
4,694 
 
307 
(310)
 
3,848 
3,933 
 
73 
(88)
Other FI
2,385 
2,172 
 
(16)
18 
 
3,653 
3,403 
 
(2)
 
2,712 
2,633 
 
(18)
18 
Corporate
10,526 
9,644 
 
(257)
261 
 
20,433 
18,311 
 
148 
(126)
 
20,731 
19,076 
 
(382)
372 
 
20,048 
18,703 
 
(256)
268 
 
31,482 
29,048 
 
538 
(505)
 
29,347 
27,815 
 
(302)
283 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
1,968 
(22)
 
6,263 
(87)
 
940 
(7)
 
— 
— 
 
9,171 
(116)
Other FI
5,047 
(70)
 
5,103 
(55)
 
727 
(15)
 
— 
— 
 
10,877 
(140)
 
7,015 
(92)
 
11,366 
(142)
 
1,667 
(22)
 
— 
— 
 
20,048 
(256)
2011
                           
Banks
14,644 
171 
 
163 
 
 
 
 
 
 
14,815 
175 
Other FI
16,315 
357 
 
18 
 
 
334 
 
 
 
 
16,667 
363 
 
30,959 
528 
 
181 
 
342 
 
 
 
 
31,482 
538 



*unaudited
 
233

 
 
Business review Risk and balance sheet management continued
 
 
Netherlands
 
         
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance 
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
 
sheet 
 
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
7 
— 
— 
 
1,052 
57 
 
1,248 
993 
 
1,307 
 
36 
— 
 
1,350 
 
29 
 
1,379 
 
1,662 
— 
Central bank
1,822 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
2 
— 
 
1,824 
 
— 
 
1,824 
 
2 
4,648 
Other banks
496 
— 
— 
 
575 
136 
 
252 
86 
 
741 
 
6,667 
309 
 
8,213 
 
3,471 
 
11,684 
 
16,558 
3,074 
Other FI
1,785 
— 
— 
 
6,107 
(508)
 
242 
17 
 
6,332 
 
1,908 
45 
 
10,070 
 
1,311 
 
11,381 
 
5,087 
2,335 
Corporate
3,720 
508 
156 
 
66 
2 
 
29 
28 
 
67 
 
476 
— 
 
4,263 
 
6,650 
 
10,913 
 
648 
— 
Personal
26 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
26 
 
12 
 
38 
 
— 
— 
 
7,856 
508 
156 
 
7,800 
(313)
 
1,771 
1,124 
 
8,447 
 
9,089 
354 
 
25,746 
 
11,473 
 
37,219 
 
23,957 
10,057 
2011
                                             
Government
8 
— 
— 
 
1,447 
74 
 
849 
591 
 
1,705 
 
40 
— 
 
1,753 
 
— 
 
1,753 
 
1,521 
— 
Central bank
7,654 
— 
— 
 
— 
— 
 
— 
 
 
— 
 
7,667 
 
— 
 
7,667 
 
10 
15,103 
Other banks
623 
— 
— 
 
802 
217 
 
365 
278 
 
889 
 
7,410 
164 
 
9,086 
 
3,566 
 
12,652 
 
17,425 
2,615 
Other FI
1,557 
— 
— 
 
6,804 
(386)
 
290 
108 
 
6,986 
 
1,806 
108 
 
10,457 
 
3,388 
 
13,845 
 
5,082 
5,792 
Corporate
4,827 
621 
209 
 
199 
 
113 
 
307 
 
747 
 
5,884 
 
6,596 
 
12,480 
 
1,820 
416 
Personal
20 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
20 
 
11 
 
31 
 
— 
— 
 
14,689 
624 
211 
 
9,252 
(89)
 
1,623 
982 
 
9,893 
 
10,010 
275 
 
34,867 
 
13,561 
 
48,428 
 
25,858 
23,926 
2010
                                             
Government
914 
— 
— 
 
3,469 
16 
 
1,426 
607 
 
4,288 
 
46 
— 
 
5,248 
 
46 
 
5,294 
 
1,682 
— 
Central bank
6,484 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
6,484 
 
— 
 
6,484 
 
12 
22,167 
Other banks
554 
— 
— 
 
984 
 
223 
275 
 
932 
 
4,819 
202 
 
6,507 
 
3,813 
 
10,320 
 
13,199 
837 
Other FI
1,801 
— 
— 
 
6,612 
(185)
 
344 
12 
 
6,944 
 
2,944 
172 
 
11,861 
 
4,734 
 
16,595 
 
5,630 
1,084 
Corporate
6,170 
388 
149 
 
264 
 
152 
57 
 
359 
 
875 
— 
 
7,404 
 
9,537 
 
16,941 
 
1,178 
— 
Personal
81 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
81 
 
11 
 
92 
 
— 
— 
 
16,004 
391 
152 
 
11,329 
(164)
 
2,145 
951 
 
12,523 
 
8,684 
374 
 
37,585 
 
18,141 
 
55,726 
 
21,701 
24,088 

CDS by reference entity
 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
1,352 
1,227 
 
(12)
11 
 
1,206 
1,189 
 
31 
(31)
 
1,195 
999 
 
(2)
(4)
Other banks
659 
695 
 
(1)
 
965 
995 
 
41 
(42)
 
784 
789 
 
12 
(10)
Other FI
3,080 
2,799 
 
20 
(23)
 
5,772 
5,541 
 
142 
(131)
 
4,210 
3,985 
 
48 
(46)
Corporate
7,943 
6,852 
 
(93)
87 
 
15,416 
14,238 
 
257 
(166)
 
12,330 
11,113 
 
(72)
177 
 
13,034 
11,573 
 
(86)
77 
 
23,359 
21,963 
 
471 
(370)
 
18,519 
16,886 
 
(14)
117 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
763 
(17)
 
3,112 
(32)
 
539 
(3)
 
— 
— 
 
4,414 
(52)
Other FI
4,990 
(33)
 
2,046 
7 
 
917 
(13)
 
667 
5 
 
8,620 
(34)
 
5,753 
(50)
 
5,158 
(25)
 
1,456 
(16)
 
667 
5 
 
13,034 
(86)
2011
                           
Banks
7,605 
107 
 
88 
 
— 
 
— 
— 
 
7,699 
108 
Other FI
14,529 
231 
 
308 
37 
 
676 
81 
 
147 
14 
 
15,660 
363 
 
22,134 
338 
 
396 
38 
 
682 
81 
 
147 
14 
 
23,359 
471 
 
 
*unaudited
 
234

 
 
Business review Risk and balance sheet management continued

 
Country risk: Country risk exposure continued
France

         
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance 
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
 
sheet 
 
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
494 
— 
— 
 
537 
(41)
 
5,186 
2,064 
 
3,659 
 
257 
— 
 
4,410 
 
3 
 
4,413 
 
270 
— 
Central bank
9 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
9 
 
— 
 
9 
 
— 
— 
Other banks
2,498 
— 
— 
 
730 
 
184 
27 
 
887 
 
5,608 
58 
 
9,051 
 
591 
 
9,642 
 
41,782 
11,581 
Other FI
124 
— 
— 
 
757 
(4)
 
252 
51 
 
958 
 
833 
392 
 
2,307 
 
1,106 
 
3,413 
 
1,721 
2,743 
Corporate
2,426 
116 
71 
 
218 
16 
 
116 
15 
 
319 
 
724 
— 
 
3,469 
 
7,685 
 
11,154 
 
1,147 
— 
Personal
71 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
71 
 
75 
 
146 
 
— 
— 
 
5,622 
116 
71 
 
2,242 
(24)
 
5,738 
2,157 
 
5,823 
 
7,422 
450 
 
19,317 
 
9,460 
 
28,777 
 
44,920 
14,324 
2011
                                             
Government
481 
— 
— 
 
2,648 
(14)
 
8,705 
5,669 
 
5,684 
 
357 
— 
 
6,522 
 
911 
 
7,433 
 
372 
— 
Central bank
— 
— 
 
20 
— 
 
— 
— 
 
20 
 
— 
— 
 
23 
 
— 
 
23 
 
— 
— 
Other banks
1,273 
— 
— 
 
889 
(17)
 
157 
75 
 
971 
 
7,009 
262 
 
9,515 
 
474 
 
9,989 
 
42,922 
17,689 
Other FI
282 
— 
— 
 
642 
(40)
 
325 
126 
 
841 
 
592 
83 
 
1,798 
 
928 
 
2,726 
 
1,763 
4,541 
Corporate
3,761 
128 
74 
 
240 
 
72 
34 
 
278 
 
743 
— 
 
4,782 
 
7,829 
 
12,611 
 
1,148 
— 
Personal
79 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
79 
 
75 
 
154 
 
— 
— 
 
5,879 
128 
74 
 
4,439 
(62)
 
9,259 
5,904 
 
7,794 
 
8,701 
345 
 
22,719 
 
10,217 
 
32,936 
 
46,205 
22,230 
2010
                                             
Government
511 
— 
— 
 
5,912 
40 
 
10,266 
3,968 
 
12,210 
 
362 
— 
 
13,083 
 
15 
 
13,098 
 
399 
— 
Central bank
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
15 
 
18 
 
— 
 
18 
 
— 
727 
Other banks
1,095 
— 
— 
 
774 
— 
 
410 
204 
 
980 
 
6,554 
629 
 
9,258 
 
954 
 
10,212 
 
35,028 
16,002 
Other FI
470 
— 
— 
 
666 
(22)
 
42 
23 
 
685 
 
361 
14 
 
1,530 
 
1,310 
 
2,840 
 
740 
1,255 
Corporate
4,376 
230 
46 
 
71 
 
185 
90 
 
166 
 
672 
— 
 
5,214 
 
9,285 
 
14,499 
 
1,074 
— 
Personal
102 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
102 
 
76 
 
178 
 
— 
— 
 
6,557 
230 
46 
 
7,423 
19 
 
10,903 
4,285 
 
14,041 
 
7,949 
658 
 
29,205 
 
11,640 
 
40,845 
 
37,241 
17,984 

CDS by reference entity
 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
4,989 
4,095 
 
76 
(66)
 
3,467 
2,901 
 
228 
(195)
 
2,225 
2,287 
 
87 
(92)
Other banks
3,443 
3,337 
 
23 
(5)
 
4,232 
3,995 
 
282 
(236)
 
3,631 
3,071 
 
63 
(43)
Other FI
1,789 
1,374 
 
(8)
 
2,590 
2,053 
 
136 
(117)
 
1,722 
1,609 
 
— 
(2)
Corporate
11,435 
10,618 
 
(106)
112 
 
23,224 
21,589 
 
609 
(578)
 
19,771 
18,466 
 
(181)
159 
 
21,656 
19,424 
 
(15)
50 
 
33,513 
30,538 
 
1,255 
(1,126)
 
27,349 
25,433 
 
(31)
22 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
1,779 
14 
 
7,102 
(15)
 
921 
 
— 
— 
 
9,802 
Other FI
5,995 
(12)
 
4,798 
(5)
 
1,061 
(3)
 
— 
— 
 
11,854 
(20)
 
7,774 
 
11,900 
(20)
 
1,982 
 
— 
— 
 
21,656 
(15)
2011
                           
Banks
13,353 
453 
 
162 
13 
 
79 
 
 
 
 
13,594 
474 
Other FI
19,641 
758 
 
24 
 
254 
22 
 
 
 
 
19,919 
781 
 
32,994 
1,211 
 
186 
14 
 
333 
30 
 
 
 
 
33,513 
1,255 


*unaudited
 
235

 
 
Business review Risk and balance sheet management continued
 
 
Belgium

         
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance 
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
 
sheet 
 
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
 
 
 
 
828 
(44)
 
1,269 
711 
 
1,386 
 
103 
 
 
1,489 
 
 
 
1,489 
 
404 
 
Other banks
186 
 
 
 
2 
 
 
2 
2 
 
2 
 
2,618 
50 
 
2,856 
 
7 
 
2,863 
 
4,035 
1,256 
Other FI
249 
 
 
 
 
 
 
 
 
 
 
 
239 
 
 
488 
 
30 
 
518 
 
252 
 
Corporate
414 
50 
15 
 
14 
 
 
6 
 
 
20 
 
180 
 
 
614 
 
1,263 
 
1,877 
 
270 
 
Personal
22 
20 
 
 
 
 
 
 
 
 
 
 
 
 
22 
 
8 
 
30 
 
 
 
 
871 
53 
35 
 
844 
(44)
 
1,277 
713 
 
1,408 
 
3,140 
50 
 
5,469 
 
1,308 
 
6,777 
 
4,961 
1,256 
2011
                                             
Government
— 
— 
— 
 
742 
(116)
 
608 
722 
 
628 
 
89 
— 
 
717 
 
— 
 
717 
 
492 
— 
Central bank
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
 
11 
 
— 
 
11 
 
3 
— 
Other banks
287 
— 
— 
 
— 
 
— 
— 
 
 
2,399 
51 
 
2,741 
 
 
2,749 
 
7,868 
1,694 
Other FI
354 
— 
— 
 
— 
— 
 
 
(3)
 
191 
— 
 
542 
 
64 
 
606 
 
260 
— 
Corporate
588 
31 
21 
 
— 
 
20 
— 
 
23 
 
277 
— 
 
888 
 
1,279 
 
2,167 
 
375 
255 
Personal
20 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
20 
 
 
28 
 
— 
— 
 
1,257 
31 
21 
 
749 
(116)
 
629 
726 
 
652 
 
2,959 
51 
 
4,919 
 
1,359 
 
6,278 
 
8,998 
1,949 
2010
                                             
Government
102 
— 
— 
 
763 
(54)
 
529 
602 
 
690 
 
92 
— 
 
884 
 
— 
 
884 
 
745 
— 
Central bank
14 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
 
— 
 
21 
 
— 
 
21 
 
7 
— 
Other banks
441 
— 
— 
 
39 
 
66 
 
103 
 
1,822 
— 
 
2,366 
 
3 
 
2,369 
 
6,051 
961 
Other FI
32 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
126 
— 
 
158 
 
81 
 
239 
 
201 
— 
Corporate
893 
27 
27 
 
— 
 
11 
 
10 
 
191 
— 
 
1,094 
 
1,400 
 
2,494 
 
387 
391 
Personal
327 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
327 
 
8 
 
335 
 
— 
— 
 
1,809 
27 
27 
 
803 
(53)
 
606 
606 
 
803 
 
2,238 
— 
 
4,850 
 
1,492 
 
6,342 
 
7,391 
1,352 

CDS by reference entity
 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
1,890 
1,674 
 
(31)
29 
 
1,612 
1,505 
 
120 
(110)
 
880 
986 
 
53 
(57)
Other banks
212 
222 
 
1 
(1)
 
312 
302 
 
14 
(13)
 
278 
266 
 
(1)
Corporate
301 
276 
 
(1)
 
563 
570 
 
12 
(12)
 
628 
594 
 
(6)
 
2,403 
2,172 
 
(31)
29 
 
2,487 
2,377 
 
146 
(135)
 
1,786 
1,846 
 
49 
(52)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
244 
(2)
 
1,156 
(17)
 
281 
(3)
 
— 
— 
 
1,681 
(22)
Other FI
178 
— 
 
505 
(9)
 
39 
— 
 
— 
— 
 
722 
(9)
 
422 
(2)
 
1,661 
(26)
 
320 
(3)
 
— 
— 
 
2,403 
(31)
2011
                           
Banks
1,602 
97 
 
— 
 
12 
 
 
 
 
1,616 
98 
Other FI
866 
48 
 
— 
 
— 
 
 
 
 
871 
48 
 
2,468 
145 
 
— 
 
16 
 
 
 
 
2,487 
146 


*unaudited
 
236

 
 
Business review Risk and balance sheet management continued
 

Country risk: Country risk exposure continued
Luxembourg

         
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance 
     
Gross
 
Lending 
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
 
sheet 
 
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Central bank
13 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
13 
 
— 
 
13 
 
— 
— 
Other banks
99 
— 
— 
 
8 
— 
 
8 
6 
 
10 
 
485 
77 
 
671 
 
— 
 
671 
 
650 
2,215 
Other FI
717 
— 
— 
 
51 
(1)
 
198 
4 
 
245 
 
821 
68 
 
1,851 
 
719 
 
2,570 
 
2,343 
2,951 
Corporate
1,817 
940 
287 
 
— 
— 
 
19 
23 
 
(4)
 
156 
— 
 
1,969 
 
1,469 
 
3,438 
 
164 
— 
Personal
4 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
4 
 
2 
 
6 
 
— 
— 
 
2,650 
940 
287 
 
59 
(1)
 
225 
33 
 
251 
 
1,462 
145 
 
4,508 
 
2,190 
 
6,698 
 
3,157 
5,166 
2011
                                             
Other banks
101 
— 
— 
 
10 
— 
 
— 
 
17 
 
530 
16 
 
664 
 
— 
 
664 
 
664 
447 
Other FI
925 
— 
— 
 
54 
(7)
 
82 
80 
 
56 
 
2,174 
789 
 
3,944 
 
711 
 
4,655 
 
3,676 
3,529 
Corporate
2,228 
897 
301 
 
— 
 
58 
 
57 
 
180 
— 
 
2,465 
 
1,294 
 
3,759 
 
195 
— 
Personal
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
 
 
— 
— 
 
3,256 
897 
301 
 
69 
(7)
 
147 
86 
 
130 
 
2,884 
805 
 
7,075 
 
2,007 
 
9,082 
 
4,535 
3,976 
2010
                                             
Government
— 
— 
— 
 
— 
— 
 
24 
— 
 
24 
 
— 
— 
 
24 
 
— 
 
24 
 
— 
— 
Central bank
25 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
25 
 
— 
 
25 
 
— 
— 
Other banks
26 
— 
— 
 
30 
(1)
 
45 
— 
 
75 
 
492 
7 
 
600 
 
1 
 
601 
 
610 
7 
Other FI
734 
— 
— 
 
99 
(3)
 
32 
19 
 
112 
 
731 
1,069 
 
2,646 
 
696 
 
3,342 
 
1,740 
2,325 
Corporate
2,503 
807 
206 
 
 
183 
21 
 
167 
 
246 
— 
 
2,916 
 
1,684 
 
4,600 
 
258 
— 
Personal
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
 
2 
 
5 
 
— 
— 
 
3,291 
807 
206 
 
134 
(3)
 
284 
40 
 
378 
 
1,469 
1,076 
 
6,214 
 
2,383 
 
8,597 
 
2,608 
2,332 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Other FI
1,169 
1,009 
 
32 
(29)
 
2,080 
1,976 
 
118 
(108)
 
1,296 
1,220 
 
(5)
Corporate
1,388 
1,238 
 
(9)
10 
 
2,478 
2,138 
 
146 
(116)
 
2,367 
1,918 
 
(16)
13 
 
2,557 
2,247 
 
23 
(19)
 
4,558 
4,114 
 
264 
(224)
 
3,663 
3,138 
 
(21)
14 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
96 
 
611 
23 
 
63 
(1)
 
— 
— 
 
770 
26 
Other FI
1,111 
(12)
 
361 
12 
 
315 
(3)
 
— 
— 
 
1,787 
(3)
 
1,207 
(8)
 
972 
35 
 
378 
(4)
 
— 
— 
 
2,557 
23 
2011
                           
Banks
1,535 
93 
 
16 
— 
 
— 
— 
 
 
 
 
1,551 
93 
Other FI
2,927 
164 
 
10 
— 
 
70 
 
 
 
 
3,007 
171 
 
4,462 
257 
 
26 
— 
 
70 
 
 
 
 
4,558 
264 




*unaudited
 
237

 
 
Business review Risk and balance sheet management continued
 
 
Other eurozone(1)

 
Lending 
     
AFS and 
LAR debt 
AFS 
 
HFT
debt securities
 
Total debt 
 
Net
 
Balance 
 
Off- 
balance 
     
Gross
   
REIL 
Provisions 
 
securities 
reserves 
 
Long 
Short 
 
securities 
 
Derivatives 
Repos 
 
sheet 
 
sheet 
 
Total 
 
Derivatives 
Repos 
2012
£m 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
£m 
Government
126 
— 
— 
 
323 
(26)
 
971 
411 
 
883 
 
734 
— 
 
1,743 
 
— 
 
1,743 
 
954 
— 
Central bank
— 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
33 
— 
 
33 
 
— 
 
33 
 
34 
— 
Other banks
19 
— 
— 
 
54 
— 
 
130 
27 
 
157 
 
927 
8 
 
1,111 
 
117 
 
1,228 
 
4,805 
1,432 
Other FI
90 
— 
— 
 
102 
(4)
 
8 
— 
 
110 
 
2 
3 
 
205 
 
24 
 
229 
 
184 
893 
Corporate
856 
33 
13 
 
97 
(1)
 
2 
7 
 
92 
 
41 
— 
 
989 
 
1,118 
 
2,107 
 
52 
— 
Personal
14 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
14 
 
10 
 
24 
 
— 
— 
 
1,105 
33 
13 
 
576 
(31)
 
1,111 
445 
 
1,242 
 
1,737 
11 
 
4,095 
 
1,269 
 
5,364 
 
6,029 
2,325 
2011
                                             
Government
121 
— 
— 
 
327 
(47)
 
445 
331 
 
441 
 
779 
— 
 
1,341 
 
25 
 
1,366 
 
930 
627 
Central bank
— 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
23 
— 
 
23 
 
— 
 
23 
 
23 
— 
Other banks
28 
— 
— 
 
63 
(1)
 
13 
70 
 
 
1,011 
— 
 
1,045 
 
94 
 
1,139 
 
9,268 
350 
Other FI
77 
— 
— 
 
100 
(9)
 
25 
 
123 
 
36 
— 
 
236 
 
130 
 
366 
 
131 
277 
Corporate
1,125 
12 
15 
 
134 
(4)
 
11 
 
138 
 
45 
— 
 
1,308 
 
1,038 
 
2,346 
 
55 
— 
Personal
12 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
12 
 
10 
 
22 
 
— 
— 
 
1,363 
12 
15 
 
624 
(61)
 
494 
410 
 
708 
 
1,894 
— 
 
3,965 
 
1,297 
 
5,262 
 
10,407 
1,254 
2010
                                             
Government
124 
— 
— 
 
324 
(25)
 
268 
283 
 
309 
 
697 
— 
 
1,130 
 
26 
 
1,156 
 
777 
— 
Central bank
1 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
 
— 
 
2 
 
— 
 
2 
 
1 
— 
Other banks
141 
— 
— 
 
71 
(1)
 
52 
44 
 
79 
 
550 
 
772 
 
149 
 
921 
 
5,828 
212 
Other FI
81 
— 
— 
 
— 
 
— 
 
(1)
 
8 
6 
 
94 
 
70 
 
164 
 
47 
238 
Corporate
1,220 
63 
22 
 
133 
(1)
 
30 
15 
 
148 
 
37 
— 
 
1,405 
 
1,745 
 
3,150 
 
50 
— 
Personal
11 
— 
— 
 
— 
— 
 
— 
— 
 
— 
 
— 
— 
 
11 
 
9 
 
20 
 
— 
— 
 
1,578 
63 
22 
 
532 
(27)
 
350 
347 
 
535 
 
1,293 
 
3,414 
 
1,999 
 
5,413 
 
6,703 
450 

CDS by reference entity

 
2012
 
2011
 
2010
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Notional 
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Government
2,850 
2,793 
 
(82)
80 
 
2,281 
2,350 
 
54 
(47)
 
1,975 
2,190 
 
(26)
34 
Other banks
63 
68 
 
— 
— 
 
90 
87 
 
(1)
 
148 
142 
 
— 
Corporate
2,222 
2,082 
 
(41)
41 
 
4,054 
3,944 
 
70 
(59)
 
3,254 
2,966 
 
(63)
51 
 
5,135 
4,943 
 
(123)
121 
 
6,425 
6,381 
 
126 
(107)
 
5,377 
5,298 
 
(88)
85 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2012
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
461 
(4)
 
1,893 
(55)
 
159 
(2)
 
— 
— 
 
2,513 
(61)
Other FI
944 
(25)
 
1,522 
(32)
 
156 
(5)
 
— 
— 
 
2,622 
(62)
 
1,405 
(29)
 
3,415 
(87)
 
315 
(7)
 
— 
— 
 
5,135 
(123)
2011
                           
Banks
2,877 
58 
 
50 
 
— 
— 
 
 
 
 
2,927 
59 
Other FI
3,464 
67 
 
— 
 
30 
— 
 
 
 
 
3,498 
67 
 
6,341 
125 
 
54 
 
30 
— 
 
 
 
 
6,425 
126 

Note:
(1)
Comprises Austria, Estonia, Finland, Malta, Slovakia and Slovenia.
 
 
*unaudited
 
238

 
 
Business review Risk and balance sheet management continued
 

 
Country risk: Country risk exposure continued
Eurozone non-periphery

Key points*
·
The Group holds a major and diversified portfolio in eurozone non-periphery countries with significant exposures to financial institutions and corporates, notably in Germany, the Netherlands and France, and a sizeable liquidity portfolio with the German central bank.

·
Exposure decreased in most product categories and to most client groups during 2012, particularly in lending to corporates, contingent liabilities and commitments, as a result of currency movements and de-risking of the portfolio.

Government and central bank
·
The Group holds significant short-term surplus liquidity with central banks for liquidity, credit risk and capital considerations as well as due to limited alternative investment opportunities. This exposure also fluctuates as part of the Group’s asset and liability management. In the third quarter of 2012 the Group transferred part of its euro payment activity from the RBS N.V. account with the Dutch central bank to the RBS plc account with the German central bank, as part of strategic plans to migrate most of the RBS N.V. balance sheet, activities and exposures to RBS plc.

·
Germany - Net long HFT positions in German bonds in Markets increased during 2012, driven by market opportunities. Concurrently, German AFS bond positions in Group Treasury were reduced in the first half of the year, in line with internal liquidity management strategies.

·
France - The Group reduced its long and short HFT positions in Markets throughout 2012 while reducing its net long HFT position in the first half of the year and increasing it again in the second half of the year, in anticipation of changes in credit spreads. AFS bond positions in Group Treasury were gradually reduced as part of general risk management and in line with internal liquidity management strategies.

·
Belgium - Net HFT government debt exposure increased by £0.7 billion on balance over 2012, as part of regular fluctuations in the Markets business. AFS debt securities exposures increased by £0.1 billion and the negative AFS reserve declined by the same amount as a result of recovery in bond prices.

Financial institutions
·
France - Lending exposure to banks increased as a result of a transfer of bank account services for Group Treasury secured funding transactions from in-house to an external bank, for £1.7 billion. Derivatives exposure to banks decreased by £1.4 billion, spread over a number of banks.

Corporate
·
Germany - Lending to corporate clients fell by £2.9 billion, largely as a result of reductions in Non-Core exposure to the transport, commercial real estate, electricity and media sectors.

·
The Netherlands - Lending to corporate clients decreased by £1.1 billion due to reductions in the commercial real estate and telecommunications sectors, with half of this reduction in the Non-Core portfolio.

·
France - Lending to corporate clients decreased by £1.3 billion due to reductions in the telecommunications, commercial real estate and construction sectors, half of this reduction is in the Non-Core portfolio.

Non-Core (included above)
·
Germany - Non-Core lending exposure was £2.8 billion at 31 December 2012, down £2.6 billion since 31 December 2011. Most of the lending was in the commercial real estate (64%) and natural resources (12%) sectors.

·
The Netherlands - Non-Core lending exposure was £2.0 billion at 31 December 2012, down £0.5 billion since 31 December 2011. Most of the lending was in the commercial real estate (56%) and securitisations (21%) sectors.

·
France - Non-Core lending exposure was £1.6 billion at 31 December 2012, a decline of £0.7 billion since 31 December 2011. The lending portfolio mainly comprised public sector (30%), commercial real estate (23%) and construction (13%) exposures.



 
 
239

 
Business review Risk and balance sheet management continued


Other risks
241
Operational risk
244
Regulatory risk
249
Conduct risk
250
Reputational risk
250
Business risk
251
Pension risk
 
 
 

 
 
240

 
 
Business review Risk and balance sheet management continued
 
 
Other risks
Operational risk*
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. It is an integral and unavoidable part of the Group’s business as it is inherent in the processes it operates to provide services to customers and meet strategic objectives.

Operational risk management
The objective of operational risk management is not to remove operational risk altogether, but to manage it to an acceptable level, taking into account the cost of minimising the risk against the resultant reduction in exposure. Strategies to manage operational risk include avoidance, transfer, acceptance and mitigation by controls.

In 2012, the Group continued to make good progress in enhancing its operational risk framework and risk management capabilities. Details of developments undertaken and planned are set out below along with the key processes through which the Group manages operational risk.

In 2013, through further embedding the enhanced operational risk framework and tools and improving framework linkages, operational risk will be managed on a more forward-looking basis.

Governance, structure and risk appetite
Governance and structure
Group Operational Risk is an independent function reporting to the Head of Restructuring & Risk. It is responsible for the design and maintenance of the operational risk policy standards.

The standards, which are incorporated in the Group Policy Framework (GPF), provide the direction for delivering effective operational risk management and are designed to allow the consistent identification, assessment, management, monitoring and reporting of operational risk across the Group.

The Operational Risk Executive Committee acts upon all operational risk matters, and reviews and monitors the operational risk profile across the Group, in line with risk appetite. It oversees, manages and monitors operational risk strategies and frameworks, and reviews operational risk policy. It escalates and reports necessary items to the Group Risk Committee.

Operational risk appetite, policy and frameworks are reviewed regularly at the Executive Risk Forum to satisfy oversight responsibilities and, as appropriate, other senior committees.

Risk appetite
The Group’s operational risk appetite statement is agreed by the Group Board. It comprises a number of specific measures of risk, such as:

·
The maximum operational risk losses the Group is prepared to accept. For 2012, this was expressed as a percentage of the Group’s estimated gross income but will transition to a more forward-looking expected loss measure during 2013 following the development of the operational risk model; and

·
Aggregate loss targets at specific confidence levels.

To confirm that the Group operates within the set risk appetite, the high-level statement is supplemented by specific tolerances for different types of operational risk. The GPF sets out how to manage risk within acceptable limits, which in turn enables the Group to operate within the overall risk appetite and the specific tolerances.

Operational risk cycle and key management tools
The operational risk cycle comprises four stages:

·
identification of risks;

·
assessment or measurement of the scale of risks;

·
management or control of risks to prevent their recurrence or minimise the potential impact; and

·
monitoring and reporting of risks.

Although the operational risk tools encompass all stages of the risk cycle, they can be broadly categorised as follows:

Identification and assessment
Risk and control assessments
Risk and control assessments are used to identify and assess material operational risks and key controls across all business areas. To provide a consistent categorisation of risks and controls across the Group and to support identification of risk concentrations, all risks and controls are mapped to the Group-wide risk taxonomy and the newly developed control catalogue.

The process is designed to confirm that risks are effectively managed in line with stated risk appetite, prioritised and documented. Controls are tested frequently to verify and validate that they remain fit for purpose and operate effectively.

Risk assessments are often conducted in a workshop environment, bringing together subject matter experts and key stakeholders from across the division and key functions. This approach has led to a more complete view of the risk profile and more informed decisions.

During 2013, the focus will be on the continued implementation and embedding of risk assessments across the Group. This includes the strengthening of links between risk assessments and other elements of the Group operational risk framework. In addition, risk assessments will increasingly be utilised to identify single points of failure.

New product risk assessment process
The Group’s new product risk assessment process is designed to identify, assess and approve the risks associated with new products prior to launch.

Several process enhancements were made during 2012, which strengthened the interaction between business, risk and specialist areas. Reporting has been established and work has started to enhance the inventory of products provided by the Group.
 
* unaudited
 
241

 
 
Business review Risk and balance sheet management continued
 
 
Scenario analysis
Scenario analysis is used to assess the possible impact of extreme but plausible operational risk loss events. It provides a forward-looking basis for managing exposures beyond the Group's risk appetite. The methodology provides a structured and consistent approach to scenario scoping and measurement. During 2012, the portfolio of scenarios was further enhanced to increase coverage of the material risks to which the Group is exposed.

Scenario analysis is an important component in the operational risk framework, providing senior management with valuable insight into systemic risk that could significantly impact the Group’s financial performance or reputation if these events were to occur. Using its forward-looking nature, senior management cross-examines various risk topics against a range of circumstances and assumptions, including consideration of single points of failure.

Scenarios are run in a workshop environment, bringing business, risk and control experts together, thereby ensuring that risk management is approached holistically. They include Group-wide themes, which are led by Group Operational Risk and allow the Group to assess the impacts of pan-divisional risks and macroeconomic stresses (e.g. eurozone distress).

Stress testing
The Group further refined its approach to assessing the impact of the economic cycle on its operational risk losses by specifically assessing the impact of the FSA's published Anchor II scenario, which describes a series of country-specific shocks around the world on:

·
expected levels of operational risk losses; and

·
capital adequacy requirements for operational risk.

The impact of the FSA Anchor II scenario on the Group's operational risk capital, as calculated under the standardised approach, was also projected based on the outputs of the Group’s stress-testing exercises.

Operational risk impacts are also assessed based on additional economic stress scenarios developed internally.

Capital model development
The Group has continued with the development of its statistical modelling capability for operational risk based on the requirements set out under the Basel II advanced measurement approach. The model considers internal and external loss data as well as scenarios and business environment and internal control factors. The primary use of the model will be to contribute to the economic capital calculation and to help test the Group’s capital adequacy requirement. Embedding of the model outputs is continuing in 2013.


Management, monitoring and reporting
Issues management
The objective of the operational risk issues management framework is the adoption of a consistent approach to the identification, capture, classification, monitoring, closure and acceptance of operational risk issues and associated actions across the Group.

This element of the operational risk framework continues to be enhanced in areas such as analysis of common issues on an aggregated basis across the Group to identify emerging trends and improvements to the quality of data captured.

Event and loss data management
Event and loss data management covers the discovery, escalation, capture, investigation, approval and closure, and reporting and analysis of operational risk events and loss data. It also provides for clear, simple, quick and consistent communication of operational risk events that meet defined threshold criteria to those members of the Group’s senior management and executives who need to know of these events.

The Group has continued to focus on the timely, accurate capture of operational risk losses; the use of a single Group-wide repository; and the escalation of material operational risk events. This has resulted in enhanced completeness and accuracy of the Group’s internal loss data, and transparency of operational risk events, which allows the Group to manage its operational risk profile more effectively.

The event and loss data process will continue to evolve to keep apace with changing regulatory and industry standards regarding the collection of internal loss data.

Insurance
The Group purchases insurance to provide the business with financial protection against specific losses and to comply with statutory or contractual requirements. Insurance is used to help manage the Group’s exposures, providing protection against financial loss once a risk has crystallised.

Monitoring and reporting
Monitoring and reporting forms an integral part of all of the Group’s operational risk management processes, which are designed to ensure that risks and issues are identified, escalated and managed on a timely basis. Exposures for each division are reported through monthly risk and control reports, which provide detail on the risk exposures and action plans.

Enhancements made during 2012 include single-source extraction and publication of operational risk data across the Group, such as operational risk events and losses. This has resulted in consistent and higher quality information for the purposes of oversight, challenge and operational risk management.

 
242

 
 
Business review Risk and balance sheet management continued
 
 
Other risks: Operational risk* continued
Control environment certification
Control Environment Certification (CEC) is used by the Group Executive management to review and assess its internal control framework. Senior management are required to provide a twice-yearly assessment of the robustness of the Group’s internal control environment including:

·
compliance with the Group Policy Framework and key divisional/functional policy standards;

·
compliance with the requirements of the UK Corporate Governance Code;

·
effectiveness of the risk frameworks, culture and governance structures of each division or function to help ensure the Group operates within risk appetite; and
 
·
reporting on the material risks for the business against appetite.

The CEC outcomes are reported at both the divisional risk and audit committees and Group Audit Committee.

Operational risk metrics
Operational risk events (net loss greater than £10,000) by event category
All losses and recoveries associated with an event are reported based on the date of each financial impact. A single event can have multiple losses (or recoveries), which may take a period of time to crystallise. Losses and recoveries will also have been booked during 2012 on events which occurred or were identified in prior years.

Number of events
At 31 December 2012, two categories accounted for around 60% of all operational risk events: (i) clients, products and business practices; and (ii) execution, delivery and process management. This proportion was unchanged from 31 December 2011.
 

Value of losses
At 31 December 2012, three categories continue to account for 98% of the losses, however technology and infrastructure failures have replaced fraud as one of the primary loss categories. This reflects the value of losses and provisions associated with a major systems incident during 2012 (referred to as the Group technology incident). The majority of the increase in losses associated with the clients, products and business practices event category are the result of increased Payment Protection Insurance provisions, and new provisions in respect of Interest Rate Hedging Products and LIBOR.
 

A small number of operational risk events contribute a high percentage of the total losses. This is evidenced by the fact that in 2012 only 4% of operational risk events had a value of £1 million or greater (2011 - 3%) but accounted for 97% of the overall losses (2011 - 91%).

Capital
The Group calculates the capital requirement for operational risk using the standardised approach. The capital requirements are as follows:

 
2012 
£m 
2011 
£m 
Operational risk minimum capital requirement
3,668
3,034
 
* unaudited
 
243

 
 
Business review Risk and balance sheet management continued
 
 
Regulatory risk*
Regulatory risk is the risk of material loss or liability, legal or regulatory sanctions, or reputational damage, arising from the failure to comply with (or adequately plan for changes to) relevant official sector policy, laws, regulations, or major industry standards, in any location in which the Group operates. The Group believes that maintaining a strong regulatory risk framework is fundamental to protecting sustainable growth, rebuilding its reputation and maintaining stakeholder confidence.

The regulatory environment remained highly challenging during 2012, as policymakers and regulators continued to strengthen regulation and supervision in response to the events of 2007/2008 and subsequent economic and financial stress.

The regulatory agenda, largely framed by the G20 but with many instances of European Union (EU) and national initiatives, constitutes the most sweeping set of changes seen in many decades. At 31 December 2012, the Group was managing some 105 major regulatory or legislative policy initiatives. During the year as a whole, it had also reviewed over 320 consultations in its core markets. In addition to these changes, many supervisory authorities also continued to intensify their ongoing level of scrutiny and intervention.

These trends have posed multiple challenges for banking groups, including the Group, namely:

·
tracking, analysing and engaging with policymakers on proposed changes;

·
implementing change programmes to ensure compliance with new requirements;

·
revisiting strategy, business and operating models in response to the new environment; and

·
driving through cultural and other changes to promote good business practice and to minimise enforcement risks.

Global regulatory developments
The global agenda continues to be guided by the G20, drawing on the original action plan for strengthening financial stability agreed by G20 leaders at the November 2008 Washington summit. Although policy initiation at the G20 level is drawing to an end, a substantial pipeline of policy development remains in train and the Group does not anticipate any easing of this for some time. During 2012, G20 countries continued to implement various elements of this action plan, and further endorsed it at the G20 leaders’ summit held in Los Cabos, Mexico in June 2012 and the finance ministers’ and central bank governors’ meetings, most recently in Mexico City in November 2012.

Key developments during 2012 included the following:
Basel III
Following publication by the Basel Committee on Banking Supervision in December 2010 of rules for the new Basel III capital and liquidity framework, work during 2012 focused on finalising the remaining elements of policy and preparing for implementation. Highlights were:

·
Publication of results of the Basel III monitoring exercise at 30 June 2011 (published April 2012) and at 31 December 2011 (published September 2012). The latest results (which ignore the transitional provisions which apply) showed good progress, with an average Common Equity Tier 1 ratio of 7.7% across 102 banks with Tier 1 capital above €3 billion. This compares to an effective target of 7%. However, individual bank shortfalls, including surcharges for systemically important banks where applicable, still totalled €374 billion;

·
The finalisation of rules for composition of capital disclosure requirements (June 2012);

·
Proposals for monitoring indicators for intra-day liquidity management (July 2012);

·
Interim rules for the capitalisation of bank exposures to central counterparties (July 2012);

·
Final rules for the regulatory treatment of valuation adjustments to derivative liabilities (July 2012); and

·
Final rules amending the liquidity coverage ratio (LCR), including revised definitions of high quality liquid assets and net cash outflows. The LCR will now be phased in from 2015 to 2019 and it was also re-confirmed that a stock of liquid assets would be available for use by banks in stress situations (January 2013).

The Basel Committee also turned its attention increasingly to developments beyond Basel III. In particular, it published an initial consultation paper to launch its fundamental review of the trading book (May 2012). Here, the Committee is seeking to improve the coherence of market risk capital requirements and to enhance the consistency of implementation across jurisdictions and convergence of requirements across the industry.

Systemic financial institutions
With the G20-mandated target of agreeing a framework for dealing with global systemically important financial institutions having been met in 2011, much work in 2012 was at the EU level, with discussions on incorporating a general approach into CRD IV.

Separately, and following consultation, the Basel Committee published a framework to address domestic systemically important banks in November 2012, which followed on from its methodology for identifying global systemically important banks developed in 2011. The framework focuses on the impact that the distress or failure of banks will have on the domestic economy. The correct calibration of linkages between the domestic and international frameworks is now critical.
 
* unaudited
 
244

 
 
Business review Risk and balance sheet management continued
 
 
Other risks: Regulatory risk* continued
Shadow banking
Work in this area, which broadly refers to entities and financial transactions that fall outside the scope of existing financial (banking) regulation, such as hedge funds, money market funds and structured investment vehicles, intensified during 2012.

Globally, Financial Stability Board (FSB) workstreams under relevant bodies including the International Organization of Securities Commissions and the Basel Committee continued in five key areas: banks’ interactions with shadow banking entities; ways to reduce the susceptibility of money market funds to runs; the regulation of other shadow banking entities on prudential grounds; retention requirements and transparency in securitisation; and the possible regulation of margins and haircuts in securities lending and repos. The FSB issued an update and a further series of consultation papers on certain workshops in November 2012 and revised recommendations are expected by the G20 St Petersburg leaders’ summit in September 2013.

The European Commission began the first stage in its own regulatory process on shadow banking in March 2012, with the release of a Green Paper. A summary of responses published in September 2012 was broadly aligned with industry views.

Other
Other papers issued during the year covered subjects including risk data aggregation and reporting; margin requirements for uncleared derivatives; foreign exchange settlement risk; supervision; financial conglomerates; and revisions to the securitisation framework.

EU regulatory developments
The EU regulatory agenda in 2012 continued to focus mainly on prudential and market structure measures. Retail issues also came under increased focus. Key highlights were as follows:

The Liikanen Review
In November 2011, the EU Commissioner for Internal Market and Services, Michel Barnier, announced the establishment of a High-Level Expert Group to consider structural reform of EU banks and in early 2012 it was convened under the chairmanship of Erkki Liikanen, the Governor of the Bank of Finland. The group was mandated to consider measures to improve EU banks’ stability and efficiency. In addition to any new measures, it was tasked to look at ongoing structural reforms, including the UK Independent Commission on Banking and the US ‘Volcker Rule’.

The Expert Group’s proposals in October 2012 contained five recommendations: a ring-fence of trading book activities where they form a significant part of a bank’s activity; effective recovery and resolution plans (with authorities empowered to require further structural reform if that improves resolvability); specific ‘bail-in’ instruments (rather than a general bail-in power applied to existing liabilities); stricter capital treatment of trading book and real estate exposures; and a number of corporate governance, risk management and remuneration proposals.
 
The Commission is considering the Expert Group’s recommendations and has said that it will formally respond by September 2013. Member state views on the Expert Group's proposals, where expressed, have been mixed. The UK is meanwhile pushing ahead with implementation of its own ring-fencing reforms, as set out by the Independent Commission on Banking. These go further than the Expert Group's proposals. France and Germany have also published draft legislation of their own on ring-fencing, which focus mainly on separating out proprietary trading (but allowing market making activities to remain within the deposit-taking bank).

Crisis management and banking union proposals
In June 2012, the EU Commission published proposals for an EU-wide recovery and resolution regime, providing for banks and authorities to maintain plans for each firm, setting out measures to set right or resolve businesses should they face difficulties. Authorities would receive a number of powers to intervene in banks for these purposes, including early intervention powers ahead of problems coming to light, and a minimum set of tools to restructure or wind up a failed firm.

Among the new tools is the power to ‘bail in’ senior creditors when resolving a firm, to ensure losses are spread among shareholders and creditors, without recourse to tax-payer funding. Bailed-in creditors take a loss and become shareholders in the new entity created.

These proposals are likely to be agreed in 2013, with member states and banks in compliance from 2015, and bail-in provisions from 2018.
Notwithstanding these developments, the euro-area crisis continued to develop and in July 2012, the President of the European Council, Herman Van Rompuy, set out a road-map for further euro-area financial integration. This aims to both resolve the current crisis and tackle longstanding structural problems in the single-currency zone. Fundamental to these proposals are banking and fiscal union and further economic integration. The President’s banking union proposal comprises: a Single Supervisory Mechanism; and mutualisation of bank losses through common deposit guarantee and resolution funding arrangements. The latter two elements are planned to follow agreement of the recovery and resolution regime in 2013.

In September, the Commission published its proposal for a Single Supervisory Mechanism, designating the European Central Bank (ECB) as primary prudential supervisor for all euro-area banks, with opt-ins available for EU member states outside the euro-area. The Council of the EU agreed to these proposals, with the proviso that the ECB would directly supervise only larger banks and those in receipt of state aid, while retaining some oversight of smaller banks that fall under the remit of national supervisors.

The European Parliament is now considering the proposals, with agreement expected in early 2013. The ECB will not acquire full supervisory authority until March 2014 and there is scope to delay this. Operational elements, such as how the ECB will be staffed, how it will interact with national supervisors and how it will implement its new macro-prudential responsibilities, remain to be seen. More detail should emerge during 2013.
 
* unaudited
 
245

 
 
Business review Risk and balance sheet management continued
 
 
Prudential and related reforms
A key focus during 2012 was work on agreeing the EU’s Capital Requirements Directive (CRD) following the publication of draft legislative text in 2011 for the CRD IV package to implement Basel III in the EU.

Progress of the legislation was slower than hoped and did not conclude before the Basel III start date of 1 January 2013. Nevertheless, the European Banking Authority did press ahead with proposals for a number of the technical standards mandated by CRD IV, including: reporting of own funds, liquidity, leverage and large exposures; gain on sale of associated with future margin income in a securitisation context; credit valuation adjustment; and prudent valuation.

Other prudential initiatives have included, notably: continued work on developing the Solvency II framework for insurers; capital requirements for central counterparties; corporate governance in financial institutions; and supervision of financial conglomerates.

Market and structural reforms
Key developments included:

·
European Markets Infrastructure Regulation - the regulation came into force on 16 August 2012. In many areas, the European Securities and Markets Authority (ESMA) is yet to finalise draft technical standards. Full implementation is likely to be in the third quarter of 2013, when the final technical standards are due to be released by the ESMA.

·
Markets in Financial Instruments Directive - the European Parliament voted on the proposal in September 2012 but the Council of the EU had not agreed its final position by the end of 2012. The new Irish Presidency of the Council plans to finalise the proposals before the end of its term in June 2013.

·
Financial Transaction Tax - the EU Commission has previously published proposals, which would see trades in bonds and shares taxed at 0.1% and complex derivatives taxed at 0.01%. While the original EU-wide proposal was rejected due to opposition from several member states, including the UK, a subset of eleven EU member states has agreed to proceed via the Enhanced Cooperation Mechanism. The Commission set out detailed proposals for this in February 2013.

·
Other initiatives - these have included proposals to revise the Data Protection Directive, further changes to the market abuse regime and prospectus requirements, further legislative developments impacting credit rating agencies and changes to depositor and investor protection.

EU retail market reforms
Notwithstanding the focus on prudential and market reforms in response to the financial crisis, the EU Commission during 2012 also continued to work on a wide range of retail agenda initiatives. These included:

·
bank account transparency, switching and the potential for making basic bank accounts a legal right for EU citizens;

·
the Insurance Mediation Directive II, which could have implications for packaged accounts with inbuilt insurance products;

·
multilateral interchange fees; and

·
the Mortgage Credit Directive, which is still progressing through the legislative process and which covers areas including responsible lending and pre-contract disclosure.

Regulatory architecture reforms
The Financial Services Act to introduce the “twin peaks” model of financial regulation received Royal Assent in December 2012 and so the formal split of the FSA into the Prudential Regulation Authority and the Financial Conduct Authority will take place on 1 April 2013 as expected. In the meantime, the FSA continued to alter its structure in anticipation of the split. The Group has been closely involved in work with trade associations to respond to a number of related consultations, notably to the ‘Journey to the FCA’ document.

UK regulatory developments
UK regulatory developments during 2012 continued to be extensively determined by global and EU developments, with UK regulators working to implement requirements coming into force and actively participating in policy development at the EU and global levels. There was less focus on prudential reviews issued by UK authorities in 2012 but nevertheless a number of papers were published, including consultations on macro-prudential tools and large exposures. In addition, there were a number of other developments specific to the UK.

The future of banking
The Group has actively engaged with, and contributed to, a number of inquiries regarding the future of banking. These included the Government’s White Paper on the implementation of the Independent Commission on Banking recommendations, a Parliamentary inquiry into banking standards and various inquiries (in Europe as well as the UK) looking more specifically at LIBOR and other benchmarks. The Group is represented on, and is working closely with, the British Bankers’ Association Taskforce on Banking Standards, and the Group have specifically welcomed the developing role of the Chartered Banker: Professional Standards Board. In addition, work continued on the finalisation of recovery and resolution planning frameworks.

 
246

 
 
Business review Risk and balance sheet management continued
 
 
Other risks: Regulatory risk* continued
Retail conduct issues
In addition to EU retail initiatives, the UK authorities continued to pursue additional issues during 2012. These included initiatives relating to Universal Credit, a review into the personal current account market and continuing work on the Retail Distribution Review ahead of its implementation on 31 December 2012. Work also continues on the Mortgage Market Review, Packaged Accounts and Simple Financial Products. Preparation for the new Financial Conduct Authority (FCA) stepped up, including papers on its powers, regulatory approach and the desire for transparency in areas such as product intervention and publication of Ombudsman decisions. The Group expects significant implementation and ongoing costs to arise from changes to documentation, structure and processes as well as increased regulatory fees.

Furthermore, the Government proposed a transfer of consumer credit regulation from the Office of Fair Trading to the FCA and it may also replace current Consumer Credit Act legislation with an FCA rulebook, changing rules in the process.

Supervisory developments
In line with other regulatory authorities, the FSA’s supervisory scrutiny has continued to intensify in response to the financial crisis and ongoing market stresses.

Front-end supervisory resources have been increased and existing tools have been used more frequently and robustly evidenced, for instance, in terms of the heightened number of information requests, the increased deployment by the FSA of skilled person reports as well as the increased fines charged against the industry. Across the industry, fines for 2012 totalled £311.6 million, compared with £66.1 million in 2011, and £5.3 million as the financial crisis began in 2007.

In addition, the FSA moved to a “twin peaks” organisational structure in April 2012, with the creation of new conduct and prudential business units which form separate teams supervising systemically important firms from a conduct and prudential perspective. The FSA has continued to develop new supervisory approaches to align to the new regulatory structure. The prudential framework includes the Core Prudential Programme for those major financial institutions it oversees, which includes in-depth rolling thematic assessments on governance, business models, risk management, capital and liquidity. The conduct framework includes a greater focus on business models and strategic analysis.

US regulatory developments
In the US, activity continued to be dominated by rulemaking following the 2010 Dodd-Frank Act.

Key final rules were issued on a range of issues, including prudential standards for systemically important financial institutions, removal of certain references to credit rating agencies, Basel 2.5 market risk standards and final definitions of swap dealers, major swap participants and swaps. Requirements for the registration of entities as swap dealers took effect from 12 October 2012, with registration commencing from 31 December 2012 once firms reach certain activity thresholds. RBS plc was one of 65 global entities which registered with effect from 31 December 2012.

Proposed rules issued in December 2012 included important changes to the Federal Reserve Board’s approach to supervisory and prudential requirements for foreign banking organizations (FBOs). These proposals would require the Group and other FBOs to establish a single US-incorporated intermediate holding company for all the Group’s US subsidiaries (although not the US branches of RBS plc or RBS N.V.). Enhanced prudential standards would also be required, including for the US branches.

Other proposals included Basel III capital and leverage standards and disclosures and other rules relating to mortgages. The Volcker Rule, which restricts proprietary trading and investments in private equity/hedge funds, was not finalised by its effective date of 21 July 2012 but in April 2012 the Federal Reserve Board issued an interpretation which provided some guidance to the effect that banks should demonstrate their ‘good faith’ planning efforts in the two-year conformance period to July 2014.

Regulatory risk management
The Group manages its regulatory risk through a regulatory affairs framework covering over 120 different regulatory bodies and central banks, wherever the Group operates. This framework is managed by the Group’s Regulatory Affairs function and includes: the tracking and management of regulatory developments and regulatory relationship management, together with ownership of the connected regulatory risk policies; assurance and monitoring; and training and awareness.

Against the backdrop of intensified regulatory pressure, Group Regulatory Affairs has managed the increased levels of scrutiny and legislation by increasing the capacity of its team, as well as improving and refining its operating model, tools, systems and processes.
 
* unaudited
 
247

 
 
Business review Risk and balance sheet management continued
 
 
Management of regulatory change
The early identification and effective management of changes in legislative, regulatory and other requirements that may impact the Group is critical to the successful mitigation of prudential and conduct risk.

Group Regulatory Affairs maintains a well-established policy and supporting processes for the identification and management of such changes across the Group. Group Board and Executive Committee oversight is supported by a Prudential Regulatory Developments Executive Steering Group, which was formed in early 2010 to provide a specific focus on a range of key regulatory changes augmented by more specialised groups which cover capital, liquidity, prudential and wholesale market and retail conduct issues. In addition, there is a divisional Heads of Regulatory Developments forum and an RBS Americas regional forum.

Reporting and internal communications activity expanded in 2012 in response to the growing regulatory change agenda. This included:

·
monthly reporting of key developments to the Group Risk Committee;

·
substantial enhancements to the suite of tools used to monitor and react to regulatory developments; and

·
increased communications, such as staff seminars, publication of additional information such as house views on key issues on internal websites and the weekly Regulatory Affairs Flash Report, circulated widely across the Group, which captures key regulatory developments and relationship topics.

Regulatory relationship management
The Regulatory Relations Forum, chaired by Group Regulatory Affairs, meets fortnightly and now has global coverage with representatives from all divisions and regions. It facilitates the sharing of key regulatory engagements.

Quarterly reporting to the Group Audit Committee captures all material regulatory reviews and investigations and upstream regulatory developments worldwide, as well as tracking the status and trends in key regulatory relationships.

Key regulatory policies - ‘Group Relationships with Regulators’ and ‘Political, Legislative and Regulatory Environment’, are kept under annual review. Each incorporates a new risk appetite statement, relevant benchmarking activity against the Group's peer banks and, for the latter, an end-to-end review and mapping of the upstream risk management process.

Recovery and resolution planning
As advocates of effective recovery and resolution planning, the Group continues to work towards the implementation of effective plans. In order to be able to deal effectively with any future severe stress events, the Group has developed a range of recovery options in the form of a detailed recovery plan.

Individual country regulators are developing and implementing their rules according to their own timescales. This emphasises the need for consistency of approach, both by the regulatory bodies and internally within the Group, to ensure effective management of financial stability across jurisdictions, and to avoid duplication and inefficiency for cross-border banks. The Group has worked with trade associations to provide feedback on the FSB’s consultative document on operationalising recovery and resolution planning, published in November 2012.

The Group intends to continue its activities aimed at producing robust and effective plans and to proactively influence policy makers regarding the most practical approach to implementing the regulations. It will also be important to consider how individual regulations might be implemented in a manner that takes advantage of any potential synergies and avoids unnecessary re-work. The potential overlaps between recovery and resolution planning and the proposals arising from the Independent Commission on Banking, the US and the EU will provide an area of focus in this regard.

 
248

 
 
Business review Risk and balance sheet management continued
 

Other risks continued
Conduct risk*
Conduct risk is the risk that the conduct of the Group and its staff towards its customers, or within the markets in which it operates, leads to reputational damage and/or financial loss by breaching regulatory rules or laws, or failing to meet customers’ or regulators’ expectations of the Group. Activities through which conduct risk may arise include: personal account dealing; privacy and data protection; conflicts of interest; money laundering; and bribery and corruption.

Effective conduct risk management is not only a commercial imperative for the Group. Customers, clients and counterparties demand it as a precursor to building trust. It also reflects the changing regulatory environment in the UK, with the establishment of the Financial Services Conduct Business Unit (forerunner to the Financial Conduct Authority), and the increasing focus of overseas regulators on conduct risk.

The Group’s compliance functions are responsible for monitoring the management of conduct risk, including anti-money laundering (AML); sanctions and terrorist financing; and anti-bribery and corruption. In doing so, they design, implement and maintain an effective management framework to enable consistent identification, assessment, monitoring and reporting of conduct risk.

Policy design and implementation
Placing conduct risk at the centre of the Group’s philosophy promotes a customer-oriented culture that informs and challenges business strategy, delivers fair outcomes and promotes behaviours consistent with regulatory and legal standards across its retail and wholesale markets.

The Group has established a defined and measurable appetite for conduct risk to ensure commercial decisions take into account any conduct risk implications. During 2012, the foundations of the Group’s conduct risk framework were delivered. Key milestones were:

·
Agreeing and establishing the Group’s conduct risk policies under four pillars: employee conduct; corporate conduct; market conduct; and conduct towards the Group’s customers. Each is designed to provide high-level direction to the Group and is supported by the Group’s Code of Conduct;

·
Launching a phased roll-out of these policies, in order of materiality and scheduled to complete in June 2013;

·
Developing and delivering awareness initiatives and targeted conduct risk training for each policy, aligned to the phased roll-out, to assist businesses and executives in embedding the understanding of conduct risk and provide the necessary clarity for staff on their conduct risk requirements;
 
·
Establishing effective leadership and a supporting governance framework, with the participation of all divisions, to oversee the Group’s conduct agenda, notably the new Conduct Risk Committee; and

·
Completion by the separate AML Change Programme of its Group-wide gap analysis and benchmarking against enhanced policies, including recording identified issues, establishing a new AML organisational reporting and accountability hierarchy, initiating comprehensive and continuing tailored staff training; and establishing a global AML assurance programme.

Training and awareness
Maintaining compliance with existing rules and regulations requires continued investment in professional training, as well as maintaining risk awareness. During 2012, the Group continued to focus on strengthening the capabilities of its compliance functions, at both Group and divisional level. In addition, it facilitated training on conduct risk through Executive education, including master classes and workshops, and computer-based Group Policy Learning modules. Each module addresses the specific regulatory content of relevant Group Policy Standards.

A comprehensive and progressive training programme supports the professional development of the Group’s compliance teams. All members of these teams are engaged in compliance eLearning, including a mandatory ‘essentials’ course, and RBS Risk Academy, through which all staff are required to complete foundation courses in other risk disciplines, such as operational risk, market risk and retail credit risk. Formal training is supplemented by regulatory familiarisation, designed to share knowledge and support both personal development and technical training across the Group’s wider risk community.

Assurance and monitoring
Assurance and monitoring activities are essential to ensure that the Group can: demonstrate compliance with existing rules and regulations; assess whether it is managing its conduct risks appropriately; and determine whether key controls are fit for purpose and effective.

During 2012, as well as providing thematic process reviews and assurance over specific compliance topics, the Group Compliance assurance teams, working with its divisional counterparts, validated the closure of issues it identified during the 2011 programme of Group-wide assurance reviews, and identified common issues between divisions.
 
* unaudited
 
249

 
 
Business review Risk and balance sheet management continued
 
 
Reputational risk*
Reputational risk is the risk of brand damage and/or financial loss due to a failure to meet stakeholders’ expectations of the Group’s conduct and performance.

Stakeholders include customers, investors, rating agencies, employees, suppliers, government, politicians, regulators, special interest groups, consumer groups, media and the general public. Brand damage can be detrimental to the business in a number of ways, including an inability to build or sustain business relationships with customers, low staff morale, regulatory censure or reduced access to funding sources.

One of the most fundamental stakeholder expectations is that a bank is financially prudent, safe and sound. The Group has made significant progress in meeting this expectation through the execution of its Strategic Plan in restructuring its balance sheet and improving its capital and funding position. Major reforms have also been made to strengthen its risk identification, evaluation and management processes. Further work remains, but the Group is now in a much stronger financial position to face challenges and uncertainties in its economic and operating environment.

Restoring the reputation of the Group and the wider banking sector is built upon the role of banks as good companies that perform well for their owners, regulators, employees and communities and, above all else, serve their customers well.

The Group has put the focus on serving customers well at the heart of its strategic objectives that, combined with a safe and sound bank, will build a culture and reputation in line with our stakeholder expectations. There are still legacy issues to work through, but dealing with them in an open and direct manner is a necessary part of the ability to move forward.

The Group’s reputational risk management framework is aligned with its strategic objectives and its risk appetite goal of maintaining stakeholder confidence. It is designed to embed, at different points of decision-making processes, a series of reputational filters and controls that examine products, services and activities through the lenses of sustainability, transparency and fairness.

This approach recognises that reputational risk can arise across a range of actions taken (or not taken) by the Group, as well as its wider conduct, policies and practices. Therefore, it is aligned with the management of a range of risk types that have a high reputational sensitivity.

The Group Board risk report contains a ‘top slice’ view of key embedded risks, including a reputational risk impact assessment of each key risk. In addition, the divisions report to their own committees and Boards on relevant barometers of reputational risk and actions to manage reputational events according to the source.

For example, an Environmental, Social and Ethical (ESE) risk management function assesses the ESE risks associated with business engagements and business divisions, while the Group Policy Framework includes a range of policies relating to conduct and reputational matters. (For credit risk specific information on ESE risk policies, refer to Credit risk management framework on page 119).

The Group Board has ultimate responsibility for managing the Group’s reputation, though all parts of the Group have responsibility for any reputational impact arising from their operations. The Board’s oversight of reputational issues is supported by executive risk committees (including a new Conduct Risk Committee) and by the Group Sustainability Committee. Emerging reputational issues are pro-actively identified and assessed by a dedicated working group, and escalated through the appropriate governance channels where necessary.

Business risk*
Business risk is the risk that the Group suffers losses as a result of adverse variance in its revenues and/or costs relative to its business plan and strategy. Such variance may be caused by internal factors such as volatility in pricing, sales volumes and input costs and/or by external factors such as the Group’s exposure to macroeconomic, regulatory and industry risks.

Business risk is impacted by other risks the Group faces that may contribute to the adverse changes in the Group's revenues and/or costs, were these risks to crystallise. Examples of such risks include funding risk (through volatility in cost of funding), interest rate risk in the banking book, operational risk, conduct risk and reputational risk.

The Group seeks to minimise its exposure to business risk, subject to its wider strategic objectives. Business risk is identified, measured and managed through the Group’s planning cycles and performance management processes. Expected profiles for revenues and costs are determined, on a bottom-up basis, through plans reflecting expectations of the external environment and the Group’s strategic priorities. These profiles are tested against a range of stress scenarios and factors to identify the key risk drivers behind any potential volatility, along with management actions to address and manage them.

The Group operates a rolling forecast process which identifies projected changes in, or risks to operating profit and ensures appropriate actions are taken.

The Group Board has ultimate responsibility for the impact of any volatility in revenues and costs on the Group’s performance. Business risk is incorporated within the Group’s risk appetite target for earnings volatility, with an assessment of volatility in revenues and costs a key component in determining whether the Group and its underlying businesses are within risk appetite.

The management of business risk lies primarily with divisions, with oversight at the Group level led by Finance. Divisions are responsible for delivery of their business plans and management of such factors as pricing, sales volumes, marketing spend and other factors that can introduce volatility into earnings.
 
* unaudited
 
250

 
 
Business review Risk and balance sheet management continued
 
 
Other risks continued
Pension risk*
The Group is exposed to risk from its defined benefit pension schemes to the extent that the assets of the schemes do not fully match the timing and amount of the schemes’ liabilities. Pension scheme liabilities vary with changes in long-term interest rates and inflation in particular, as well as pensionable salaries, the longevity of scheme members and changes in legislation. The Group is exposed to the risk that the market value of the schemes’ assets, together with future returns and any additional future contributions could be considered insufficient to meet the liabilities as they fall due. In such circumstances, the Group could be obliged, or may choose, to make additional contributions to the schemes or be required to hold additional capital to mitigate such risk.

The RBS Group Pension Fund (‘Main scheme’) is the largest of the schemes and the main source of pension risk. The Main scheme operates under a trust deed under which the corporate trustee, RBS Pension Trustee Limited, is a wholly owned subsidiary of The Royal Bank of Scotland plc. The trustee board comprises six directors selected by the Group and four directors nominated by members.

The trustee is solely responsible for the investment of the Main scheme’s assets which are held separately from the assets of the Group. Significant changes to asset strategy are discussed with the Group’s Pension Risk Committee, which was established in 2011. The Group and the trustee must also agree on the Main scheme’s funding plan.

In October 2006, the Main scheme was closed to new employees. In November 2009, the Group confirmed that it was making changes to the Main scheme and a number of other defined benefit schemes including the introduction of a limit of 2% per annum (or the annual change in the Consumer Price Index, if lower) to the amount of any salary increase that will count for pensionable purposes. In October 2012, the Group confirmed that it was increasing the charge made through its flexible benefits programme for membership of the Main scheme by 5% of salaries, with employees having the alternative of accepting an increase in their Normal Pension Age from 60 to 65 in respect of service from October 2012 at no additional cost.

Risk appetite and investment policy are agreed by the trustee with quantitative and qualitative input from the scheme actuaries and investment advisers. The Investment Executive, which acts on behalf of the trustee of the Group’s largest pension schemes, also consults with the Group to obtain its view on the appropriate level of risk within the pension fund.

Risk management framework
The Group manages the risk it faces as a sponsor of its defined benefit pension schemes using a pension risk management framework that encompasses risk reporting and monitoring, stress testing, modelling and an associated governance structure that helps ensure the Group is able to fulfil its obligation to support the defined benefit pension schemes to which it has exposure.
 
Reporting and monitoring
The Group maintains an independent view of risk from a sponsor perspective within its pension funds. It achieves this through regular pension risk reporting and monitoring to the Group Board, Group Executive Committee and Group Board Risk Committee on the material pension schemes that the Group has an obligation to support.

Stress testing and modelling
Throughout 2012, various pension risk stress testing initiatives were undertaken, focused both on internally defined scenarios and on scenarios to meet integrated FSA stress testing requirements. On an annual basis, the Internal Capital Adequacy Assessment Process is also modelled. This entails assessing changes in pension asset and liability values over a 12-month horizon under various stresses and scenarios.

Governance
A key component of the pension risk framework is the Pension Risk Committee. This committee also serves as a formal link between the Group and the Investment Executive, which acts on behalf of the trustee of the Group’s largest pension schemes, on risk management, asset strategy and financing issues and has facilitated an agreement between the two on mechanisms for reducing risk within the RBS Group Pension Fund.

As part of the continuing development of the pension risk management framework within the Group, key achievements in 2012 focused on developing an improved pension risk reporting, monitoring, modelling and stress testing capability for the Group. The focus for 2013 will revolve around extending and embedding these improvements across the Group.

Main scheme
The most recent funding valuation, at 31 March 2010, was agreed during 2011. It showed that the value of liabilities exceeded the value of assets by £3.5 billion at 31 March 2010, a ratio of assets to liabilities of 84%. In order to eliminate this deficit, the Group agreed to pay additional contributions each year over the period 2011 to 2018. These contributions started at £375 million per annum in 2011, increasing to £400 million per annum in 2013 and from 2016 onwards will be further increased in line with price inflation. Further details are provided in Note 4 of the consolidated accounts. The next funding valuation is due at 31 March 2013.

The assets of the Main scheme, which represent 85% of Group pension plan assets at 31 December 2012, are invested in a diversified portfolio of quoted and private equity, government and corporate fixed interest and index-linked bonds, and other assets including property and hedge funds. The trustee has taken measures to partially mitigate inflation and interest rate risks both by investing in suitable physical assets and by entering into inflation and interest rate swaps. The Main scheme also uses derivatives within its portfolio to manage the allocation to asset classes and to manage risk within asset classes.
 
* unaudited
 
251

 
 
Business review Risk and balance sheet management continued
 
 
The table below shows the sensitivity of the Main scheme’s assets and liabilities (measured according to IAS 19 ‘Employee Benefits’) to changes in interest rates and equity values at the year end, taking account of the current asset allocation and hedging arrangements.

 
Change 
in value 
of assets 
£m 
Change 
in value of 
liabilities 
£m 
Increase in 
net pension 
obligations 
£m 
At 31 December 2012
     
Fall in nominal swap yields of 0.25% at all durations with no change in credit spreads or real swap yields
76 
255 
(179)
Fall in real swap yields of 0.25% at all durations with no change in credit spreads or nominal swap yields
578 
995 
(417)
Fall in credit spreads of 0.25% at all durations with no change in nominal or real swap yields
71 
1,261 
(1,190)
Fall in equity values of 10%
(862)
— 
(862)

At 31 December 2011
     
Fall in nominal swap yields of 0.25% at all durations with no change in credit spreads or real swap yields
106 
200 
(94)
Fall in real swap yields of 0.25% at all durations with no change in credit spreads or nominal swap yields
557 
911 
(354)
Fall in credit spreads of 0.25% at all durations with no change in nominal or real swap yields
104 
1,118 
(1,014)
Fall in equity values of 10%
(935)
— 
(935)

At 31 December 2010
     
Fall in nominal swap yields of 0.25% at all durations with no change in credit spreads or real swap yields
67 
193 
(126)
Fall in real swap yields of 0.25% at all durations with no change in credit spreads or nominal swap yields
355 
799 
(444)
Fall in credit spreads of 0.25% at all durations with no change in nominal or real swap yields
98 
1,005 
(907)
Fall in equity values of 10%
(1,083)
— 
(1,083)

 
252

 
 
Governance report
 

254
Letter from the Chairman
256
Our governance structure
257
Our Board
261
Executive Committee
262
Corporate governance
268
Report of the Group Audit Committee
275
Report of the Board Risk Committee
279
Directors’ remuneration report
300
Other remuneration disclosures
302
Compliance report
305
Report of the directors
310
Statement of directors’ responsibilities
 
 
 
253

 
 
Letter from the Chairman
 
 

Dear Shareholder,

I am pleased to present our Corporate governance report for the 2012 financial year.

It has been a challenging year for the Group, and the banking sector as a whole, against a backdrop of difficult market conditions and a fast moving regulatory environment. We are fortunate to have engaged and dedicated Board members willing to commit extensive time, individually and collectively, to work towards the recovery of the Group and to build a sustainable business.

The Board
The Board has dealt with a very full agenda and key priorities during 2012 have been conduct risk and culture, the changing regulatory architecture and regulatory investigations. It is recognised that a real change is required in the culture of the banking industry and the Board is committed to driving the required change and setting the appropriate “tone from the top”. The Board is fully engaged in the work to improve standards of behaviour within the RBS Group. We have also continued to drive the delivery of the Group’s Strategic Plan and ensure the Group has sufficient capital and funding to make it safer and stronger for the long term. During 2013, the Board is expected to continue to focus on capital, funding and risk as well as delivery of the Strategic Plan.

As mentioned in my earlier letter to shareholders, events like the IT incident in the summer of 2012 and investigations into LIBOR and Markets controls have significantly increased the workload of the Board during the year. The Board has demonstrated strong engagement and leadership in dealing with these matters, and Board committees have also taken a very prominent role, assuming responsibility for specific issues. For example, the Group Audit Committee has assisted in the management of the intense regulatory agenda, the remediation of control issues in Markets and International Banking and the review of LIBOR, the Board Risk Committee has undertaken a review of the circumstances surrounding the IT incident and the Group Performance and Remuneration Committee has had an increased focus on accountability matters and stakeholder engagement. The Group Sustainability Committee has expanded its remit, as described below. As a result, the time commitment required from our non-executive directors is extremely onerous and I am grateful for their support.

The remit of the Group Remuneration Committee was reviewed during the year in light of the Group’s Purpose, Vision and Values programme. Whilst the Committee already takes into account wider issues relating to people in making decisions about pay, it was agreed to give the Committee an expanded oversight role of performance in the round and the name of the Committee was changed to the Group Performance and Remuneration Committee to reflect this. The Group Sustainability Committee has also been given an enhanced role including sustainability and reputation issues related to customer and citizenship activities; overseeing delivery of the Purpose, Vision and Values cultural and behavioural change; and overseeing the sustainability aspects of the people agenda.

Further details on the role and principal activities of the Board are contained within the Corporate governance report on pages 253 to 301. Individual reports from the Group Audit Committee, Board Risk Committee and Group Performance and Remuneration Committee are also contained within the Corporate governance report.

Corporate Governance in RBS
We remain committed to the highest standards of governance, integrity and professionalism throughout the Group. As a global financial organisation, our governance framework operates across both our divisional and functional operating structure and geographically in the regions in which we operate. During 2012, we have continued to monitor compliance with the Corporate Governance policy that we introduced in 2011 and key areas of focus have included risk governance and regional governance, both of which were reviewed by the Board Risk Committee on behalf of the Board.

Our statement of compliance with the UK Corporate Governance Code (the “Code”) dated June 2010 is set out on page 302. Our Corporate governance report also includes additional disclosures representing early compliance with a number of the new provisions introduced by the UK Corporate Governance Code dated September 2012 (the “2012 Code”). Reporting under the 2012 Code will take effect for our 2013 financial year.

 
254

 

Board and Committee Membership
We have had a period of stability recently in terms of Board membership and this has provided valuable continuity during a very busy year. John McFarlane stepped down from the Board in March 2012 and the experience and knowledge that he brought to the Board and the Group Performance and Remuneration Committee were greatly appreciated.

Some changes were made during the year to the composition of Board committees. Baroness Noakes joined the Board Risk Committee, Art Ryan joined the Group Performance and Remuneration Committee and Alison Davis became a member of the Group Sustainability Committee. These committees have benefitted from the skills and experience of these directors.

Whilst no new directors were appointed in 2012, the composition of the Board has been kept under review by the Group Nominations Committee during the year and we will continue to ensure that there is an appropriate balance of skills, experience and knowledge on the Board. The Board operates a formal boardroom diversity policy which aims to promote diversity in the composition of the Board. Under this policy, all Board appointments will be made on the basis of individual competence, skills and expertise measured against identified objective criteria and we already meet the target of 25 per cent female board representation. Further details on the boardroom diversity policy can be found on page 266.

Leadership and Board Effectiveness
As Chairman, I am responsible for ensuring we have an effective Board and for leading the Board. I am supported by the Group Nominations Committee in reviewing Board composition and the recruitment of new directors and by the Group Secretary on induction, continuing professional development, Board process (including information flows) and evaluation.

In leading the Board, I need to ensure that directors develop a good understanding of the Group’s business and can support the executive team in delivering the Group’s Strategic Plan. Directors’ knowledge is enhanced through site visits, in-depth board presentations and, for new directors, their induction programme. I actively encourage a culture and environment in the boardroom that facilitates debate and where non-executive directors are able to provide constructive challenge to management.

We conduct an annual evaluation of the effectiveness of the Board and this year’s evaluation was facilitated externally. I also evaluate the individual performance of each of the non-executive directors and all directors stand for re-election annually. This year’s evaluation has concluded that the Board is operating effectively and has suggested some further improvements that could be made to the operation of the Board and we will be acting upon these suggestions during 2013. Further details on performance evaluation are set out on page 264.

Finally, I would like to thank both the executive and non-executive directors for their outstanding commitment and their contributions to the Board and committees in 2012.


Philip Hampton
Chairman of the Board of directors
27 February 2013
 
 
255

 
 
Our governance structure
 

Group Board and Board committee structure


Group Board is the main decision making forum at Group level, setting the strategic direction of the Group and ensuring that the Group manages risk effectively. The Board is accountable to shareholders for financial and operational performance.

Group Audit Committee assists the Board in discharging its responsibilities for the disclosure of the financial affairs of the Group. It reviews the accounting policies, financial reporting and regulatory compliance practices of the Group and the Group’s system and standards of internal controls, and monitors the Group’s processes for internal audit and external audit.

Board Risk Committee provides oversight and advice to the Board on current and potential future risk exposures of the Group and risk strategy. It reviews the Group’s performance on risk appetite and oversees the operation of the Group Policy Framework.

Group Performance and Remuneration Committee (formerly Group Remuneration Committee) has oversight of the Group’s policy on remuneration. It also considers senior executive remuneration and makes recommendations to the Board on remuneration of executive directors.

Group Nominations Committee assists the Board in the selection and appointment of directors. It reviews the structure, size and composition of the Board, and membership and chairmanship of Board committees.

Group Sustainability Committee is responsible for overseeing and challenging how management is addressing sustainability and reputation issues relating to all stakeholder groups, except where such issues have already been dealt with by other Board committees.

Executive Committee is responsible for managing Group-wide issues and those operational issues that affect the broader Group. It reviews strategic issues and initiatives, monitors financial performance and capital allocations and considers risk strategy, policy and risk management.

 
256

 
 
Our board

Chairman
       
 
 
Philip Hampton (age 59)
Date of appointment: appointed to the Board on 19 January 2009 and to the position of Chairman on 3 February 2009
 
Previously chairman of J Sainsbury plc and group finance director at Lloyds TSB Group, BT Group plc, BG Group plc, British Gas and British Steel plc, an executive director of Lazards and a non-executive director of RMC Group plc and Belgacom SA. He is also a former chairman of UK Financial Investments Limited, which manages the UK Government’s shareholdings in banks.
 
 
External appointments
·      Non-executive director of Anglo American plc
 
Board Committee membership
·      Group Nominations Committee (Chair)
 
Executive directors
       
Group Chief Executive
 
Stephen Hester (age 52)
Date of appointment: appointed to the Board on 1 October 2008 and to the position of Group Chief Executive on 21 November 2008
 
Previously chief executive of The British Land Company PLC, chief operating officer of Abbey National plc and prior to that held positions with Credit Suisse First Boston including chief financial officer, head of fixed income and co-head of European investment banking. After nationalisation in 2008, he served as non-executive Deputy Chairman of Northern Rock plc.
 
 
External appointments
·      Trustee of The Foundation and Friends of the Royal Botanical Gardens, Kew
 
Board Committee membership
·      Executive Committee
 
Group Finance Director
 
 
Bruce Van Saun (age 55)
Date of appointment: 1 October 2009
 
Extensive leadership experience with 30 years in the financial services industry. From 1997 to 2008 he held a number of senior positions with Bank of New York and later Bank of New York Mellon, most recently as vice-chairman and chief financial officer and before that was responsible for Asset Management and Market Related businesses. Prior to that he held senior positions with Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. He has served on several corporate boards as a non-executive director and has been active in numerous community organisations.
 
External appointments
·      Non-executive director of Direct Line Insurance Group plc
·      Non-executive director of Lloyd’s of London Franchise Board
·      Non-executive director of Worldpay (Ship Midco Limited)
 
Board Committee membership
·      Executive Committee
 

 
257

 
 
Our board continued
 
Independent non-executive directors
       
 
Sandy Crombie (age 64)
Senior Independent Director
Date of appointment: 1 June 2009
 
Previously group chief executive of Standard Life plc. He was also previously a director of the Association of British Insurers, a member of the former Chancellor of the Exchequer’s High Level Group on Financial Services and Chairman of the Edinburgh World City of Literature Trust. In 2007 he was the Prince of Wales’ Ambassador for Corporate Social Responsibility in Scotland.
 
External appointments
·      Chairman of Creative Scotland
·      Member and vice-chairman of the Board of Governors of The Royal Conservatoire of Scotland
·      President of the Cockburn Association
 
Board Committee membership
·      Group Sustainability Committee (Chair)
·      Board Risk Committee
·      Group Nominations Committee
·      Group Performance and Remuneration Committee
 
 
Alison Davis (age 51)
Date of appointment: 1 August 2011
 
Former director of City National Bank, First Data Corporation and chair of the board of LECG Corporation. She previously worked at McKinsey & Company, AT Kearney, as chief financial officer at Barclays Global Investors (now BlackRock) and managing partner of Belvedere Capital, a private equity firm focused on buy-outs in the financial services sector.
 
 
External appointments
·      Non-executive director of Unisys Corporation
·      Non-executive director, chair of compensation committee and member of audit committee of Diamond Foods Inc.
·      Non-executive director, chair of audit committee and member of compliance committee of Xoom Corporation
·      Chair of the Governing Board of Women’s Initiative for Self Employment
 
Board Committee membership
·      Group Nominations Committee
·      Group Performance and Remuneration Committee
·      Group Sustainability Committee
 
 
 
 
Tony Di Iorio (age 69)
Date of appointment: 1 September 2011
 
Has worked for a variety of financial institutions starting with Peat Marwick (now KPMG) and then Goldman Sachs, ultimately as controller of the global firm. He was chief financial officer of the investment bank of NationsBank (now Bank of America) before joining Paine Webber and then Deutsche Bank where he became chief financial officer in 2006. After retiring in 2008 he served as senior adviser to Ernst & Young working with the firm’s financial services partners in the UK, Europe, the Middle East and Africa.
 
External appointments
·None
 
Board Committee membership
·      Board Risk Committee
·      Group Audit Committee
·      Group Nominations Committee
 
 
 
258

 

 
Independent non-executive directors
     
 
Penny Hughes, CBE (age 53)
Date of appointment: 1 January 2010
 
Previously a director and chairman of the Remuneration Committee of Skandinaviska Enskilda Banken AB and a non-executive director of Home Retail Group plc and chairman of its Remuneration Committee. She spent the majority of her executive career at Coca-Cola where she held a number of leadership positions, latterly as President, Coca-Cola Great Britain and Ireland. Former non-executive directorships include Vodafone Group plc, Reuters Group PLC, Cable & Wireless Worldwide plc and The Gap Inc.
 
External appointments
·      Non-executive director, chair of corporate compliance and responsibility committee and member of audit, nomination and remuneration committees of Wm Morrison Supermarkets plc
·      Trustee of the British Museum
 
Board Committee membership
·      Group Performance and Remuneration Committee (Chair)
·       Group Nominations Committee
 
 
Joe MacHale (age 61)
Date of appointment: 1 September 2004
 
Held a number of senior executive positions with J.P. Morgan between 1979 and 2001 and was latterly chief executive of J P Morgan Europe, Middle East and Africa Region. Previously held non-executive roles at The Morgan Crucible Company plc and Brit Insurance Holdings plc and former Trustee of MacMillan Cancer Support. He is a Fellow of the Institute of Chartered Accountants.
 
External appointments
·      Chairman of Prytania Holdings LLP
·      Chairman of the Brendoncare Foundation
·       Non-executive director of Huntsworth plc
 
Board Committee membership
·      Board Risk Committee
·      Group Nominations Committee
 
Brendan Nelson (age 63)
Date of appointment: 1 April 2010
 
Former global chairman, financial services for KPMG. Previously held senior leadership roles within KPMG including as a member of the KPMG UK board from 1999 to 2006 and as vice chairman from 2006. Chairman of the Audit Committee of the Institute of Chartered Accountants of Scotland from 2005 to 2008.
 
External appointments
·      Non-executive director and chairman of the audit committee of BP plc
·      Board member of Financial Skills Partnership
·      Member of the Financial Reporting Review Panel
·      Deputy President of the Institute of Chartered Accountants of Scotland
 
Board Committee membership
·      Group Audit Committee (Chair)
·      Board Risk Committee
·      Group Nominations Committee
 
 
Baroness Noakes, DBE (age 63)
Date of appointment: 1 August 2011
 
An experienced director on UK listed company boards with extensive and varied political and public sector experience. A qualified chartered accountant, she previously headed KPMG’s European and International Government practices and has been President of the Institute of Chartered Accountants in England and Wales. She was appointed to the House of Lords in 2000 and has served on the Conservative front bench in various roles including as shadow treasury minister between 2003 and May 2010. Previously held non-executive roles on the Court of the Bank of England, Hanson, ICI, John Laing and SThree.
 
External appointments
·      Non-executive director and chairman of audit committee of Severn Trent plc
·      Deputy chairman and senior independent director and chairman of the nominations committee of Carpetright plc
·      Trustee of the Thomson Reuters Founders Share Company Ltd
 
Board Committee membership
·      Board Risk Committee
·      Group Audit Committee
·      Group Nominations Committee
 

 
259

 
 
Our board continued

 
Independent non-executive directors
     
 
 
Arthur ‘Art’ Ryan (age 70)
Date of appointment: 1 October 2008
 
Former chairman, chief executive officer and president of Prudential Financial Inc. Previously he held senior positions with Chase Manhattan Bank N.A. and was a founding member of the Financial Services Forum. He is a non-executive director of RBS Citizens Financial Group, Inc.
 
 
External appointments
·      Non-executive director of Regeneron Pharmaceuticals Inc.
·      Active member of numerous community boards
 
Board Committee membership
·      Group Nominations Committee
·      Group Performance and Remuneration Committee
 
 
 
Philip Scott (age 59)
Date of appointment: 1 November 2009
 
Wide-ranging experience of financial services and risk management, including previous responsibility for Aviva’s continental European and International life and long-term savings businesses. He held a number of senior executive positions during his career at Aviva including his role as group finance director until January 2010. President of the Institute and Faculty of Actuaries and Fellow of the Association of Certified Public Accountants.
 
External appointments
·      Non-executive director and chairman of the audit committee of Diageo plc
 
Board Committee membership
·      Board Risk Committee (Chair)
·      Group Audit Committee
·      Group Nominations Committee
Group Secretary
     
 
 
 
Aileen Taylor (age 40)
Date of appointment: 1 May 2010
 
A qualified solicitor, joined RBS in 2000. She was appointed Deputy Group Secretary and Head of Group Secretariat in 2007, and prior to that held various legal, secretariat and risk roles including Head of External Risk, Retail, Head of Regulatory Risk, Retail Direct and Head of Legal and Compliance at Direct Line Financial Services.
 
 
 
 
She is a fellow of the Chartered Institute of Bankers in Scotland and a member of the European Corporate Governance Council.

 
260

 
 
Executive Committee
 
 
Stephen Hester, Group Chief Executive
Bruce Van Saun, Group Finance Director
For biographies see page 257

Ellen Alemany (age 57)
Chief Executive, RBS Citizens and Head of Americas
Ellen Alemany joined the RBS Group in June 2007 as Head of RBS Americas. She became Chief Executive Officer of RBS Citizens Financial Group, Inc. in March 2008 and Chairman in March 2009. Prior to these appointments, Ellen was the chief executive officer for Global Transaction Services at Citigroup, one of Citi’s 12 publicly reported product lines. Ellen joined Citibank in 1987 and held various positions including executive vice-president for Commercial Business Group, chairman and chief executive officer for Citibank International plc and Citibank’s European bank. She also served on the Citibank, N.A., Board of Directors. Ellen was elected to serve on the Board of Directors of Automatic Data Processing, Inc., beginning in January 2012.

Nathan Bostock (age 52)
Head of Restructuring & Risk
Nathan Bostock joined the RBS Group in June 2009. He is Head of Restructuring and Risk with responsibility for Risk Management, Legal & Regulatory Affairs and the Global Restructuring Group. Before joining RBS, Nathan spent eight years with Abbey National plc in several roles and was latterly the chief financial officer and main board director responsible for Products & Marketing, HR, Insurance and Cards. Before joining Abbey in 2001, Nathan spent ten years with RBS in a number of roles, including Chief Operating Officer of Treasury and Capital Markets and Group Risk Director. A Chartered Accountant, Nathan worked with Coopers & Lybrand, before starting his career in banking. He spent seven years in Chase Manhattan Bank in a variety of areas and functions. He also holds a BSc (Hons) in Mathematics.

Ross McEwan (age 55)
Chief Executive, UK Retail
Ross McEwan was appointed Chief Executive Officer for UK Retail in August 2012. Ross joined RBS from Commonwealth Bank of Australia where he was Group Executive for Retail Banking Services for 5 years and prior to that position Ross was Executive General Manager in charge of its branch network, contact centres and third party mortgage brokers. Ross has worked in the insurance and investment industries both in Australia and New Zealand for more than 25 years. He has extensive management experience having spent 18 years in senior executive roles including Managing Director of stockbroking business First NZ Capital Securities and Chief Executive of National Mutual Life Association of Australasia Ltd/AXA New Zealand Ltd. Ross holds a Bachelor of Business Studies, majoring in Industrial Relations & Personnel Management.

John Hourican (age 42)
Chief Executive, Markets & International Banking
John Hourican was appointed Chief Executive, Markets & International Banking in January 2012 having served as Chief Executive of its predecessor, Global Banking & Markets, since October 2008. Prior to this John held a variety of positions across the RBS Group. John is a fellow of the Institute of Chartered Accountants in Ireland and received a degree in Economics and Sociology from the National University of Ireland and a Postgraduate Diploma in Accounting from Dublin City University.

On 6 February 2013, the Group announced that John Hourican will leave the Group once he has completed a handover of his responsibilities. With effect from 1 March 2013, Suneel Kamlani and Peter Nielsen will be co-heads of the Markets division and John Owen will continue to lead the International Banking division and all will report directly to the Group Chief Executive.

Chris Sullivan (age 55)
Chief Executive, Corporate Banking
Chris Sullivan was appointed Chief Executive of the Corporate Banking Division in August 2009 and also has responsibility for Ulster Bank Group. Chris’ previous role was as Chief Executive of RBS Insurance. Prior to this, Chris was Chief Executive of Retail and Deputy Chief Executive of Retail Markets. Chris is the Group sponsor for Gender Diversity and the Group’s internal Women’s Networks and was recognised as the European Diversity Champion of the Year in 2011. He is an active sponsor of professional and leadership development and is a member of the Chartered Banker Professional Standards Board and Governor of both Ashridge College and the ifs School of Finance. Chris holds a number of positions outside the Group including Chairman of both the Global Banking Alliance and the Inter-Alpha Group of Banks. Chris earned his Fellowship of the Chartered Institute of Bankers in Scotland for his services to Scottish Banking.

Ron Teerlink (age 52)
Chief Administrative Officer
Ron Teerlink joined the RBS Group in April 2008 as Chief Executive of Business Services, becoming the Group Chief Administrative Officer in February 2009. At the same time he was re-appointed to the Managing Board of ABN AMRO to oversee the integration programme. Ron started his career with ABN Bank in 1986 as an IT/Systems analyst and held various functional positions before becoming Chief Operating Officer of the Wholesale Clients Business in 2002. He was appointed Chief Executive Officer of Group Shared Services in 2004 and joined ABN AMRO’s Managing Board in January 2006, where he was responsible for Services and Market Infrastructure. Ron holds a Masters degree in Economics from Amsterdam’s Vrije Universiteit. Ron will step down from his role at RBS in the first half of 2013.

Management Committee
The Management Committee, comprising our major business and functional leaders, meets as required to review strategy and business performance.

It comprises members of the Executive Committee plus a number of other senior executives. Full details of membership of the Management Committee can be found on the Group’s website www.rbs.com

 
261

 
 
Corporate governance

The Role of the Board
The Board is the main decision-making forum for the company. It is collectively responsible for the long-term success of the company and is accountable to shareholders for financial and operational performance.

The Board has overall responsibility for:

·
establishment of Group strategy and consideration of strategic challenges;

·
management of the business and affairs of the Group;

·
ensuring the Group manages risk effectively through the approval and monitoring of the Group’s risk appetite;

·
considering stress scenarios and agreed mitigants and identifying longer term strategic threats to the Group’s business operations;

·
the allocation and raising of capital; and

·
the preparation and approval of the Group’s annual report and accounts.

The Board’s terms of reference include key aspects of the company’s affairs reserved for the Board’s decision and are reviewed at least annually. The terms of reference are available on the Group’s website www.rbs.com.

There are a number of areas where the Board has delegated specific responsibility to management, including to the Group Chief Executive and the Group Finance Director. These include responsibility for the operational management of the Group’s businesses as well as reviewing high level strategic issues and considering risk appetite, risk policies and risk management strategies in advance of these being considered by the Board and/or its Committees. Specific delegated authorities are also in place in relation to business commitments across the Group.

All directors participate in discussing strategy, performance and the financial and risk management of the company. Meetings of the Board are structured to allow sufficient time for consideration of all items and the Chairman encourages constructive challenge and debate.

Membership of the Board
The Board currently comprises the Chairman, two executive directors and nine independent non-executive directors, one of whom is the Senior Independent Director. The Board functions effectively and efficiently and is considered to be of an appropriate size. The directors provide the Group with the knowledge, mix of skills and experience required. The Board committees comprise directors with a variety of relevant skills and experience so that no undue reliance is placed on any individual.

The names and biographical details of the current members of the Board are shown on pages 257 to 260.
 
The Board is aware of the other commitments of its directors and is satisfied that all directors allocate sufficient time to enable them to discharge their responsibilities effectively.

Under the Companies Act 2006, directors have a duty to avoid conflicts of interest unless authorised. The Board has, since this duty was introduced in 2008, operated procedures for ensuring that the Board’s powers for authorising directors’ conflicts of interest (as set out in the Articles of Association) are being operated effectively. The Board has therefore considered, and where appropriate authorised, any actual or potential conflicts of interest that directors may have. The Board reviews its conflicts register annually.

Election and re-election of directors
In accordance with the provisions of the Code, all directors of the company are required to stand for re-election annually by shareholders at the company’s Annual General Meeting. Further information in relation to the company’s Annual General Meeting can be found in the Chairman’s letter to shareholders that accompanies the notice of meeting.

Board balance and independence
The roles of Chairman and Group Chief Executive are distinct and separate, with a clear division of responsibilities. The Chairman leads the Board and ensures the effective engagement and contribution of all executive and non-executive directors. The Group Chief Executive has responsibility for all Group businesses and acts in accordance with the authority delegated by the Board.

The non-executive directors combine broad business and commercial experience with independent and objective judgement. The non-executive directors provide independent challenge to the executive directors and the leadership team. The balance between non-executive and executive directors enables the Board to provide clear and effective leadership across the Group’s business activities.

The Board considers that the Chairman was independent on appointment and that all non-executive directors are independent for the purposes of the Code. The standard terms and conditions of appointment of non-executive directors are available on the Group’s website www.rbs.com and copies are available on request from RBS Secretariat.

 
262

 

Board meetings
In 2012, nine Board meetings were scheduled and individual attendance by directors at these meetings is shown in the following table. One of the Board meetings took place overseas during the Board’s visit to the Group’s US businesses.

In addition to the nine scheduled meetings, 28 additional meetings of the Board and Committees of the Board were held, including meetings to consider and approve financial statements. The Chairman and the non-executive directors meet at least once per year without executive directors present.

Total number of Board meetings in 2012
Attended/
scheduled
Sandy Crombie
9/9
Alison Davis
9/9
Tony Di Iorio
9/9
Philip Hampton
9/9
Stephen Hester
9/9
Penny Hughes
9/9
Joe MacHale
9/9
Brendan Nelson
9/9
Baroness Noakes
9/9
Art Ryan (1)
6/9
Philip Scott
9/9
Bruce Van Saun
9/9
   
Former director
 
John McFarlane (2)
2/2

Notes:
(1)
Unable to attend a number of Board meetings during 2012 due to family illness.
(2)
Retired from the Board on 31 March 2012.

Principal activities of the Board during 2012
In advance of each Board meeting, the directors were supplied with comprehensive papers in hard copy and/or electronic form.

At each Board meeting, the Chairman provided a verbal update on his activities and external engagement and the Group Chief Executive provided a written report on business activities. The Board’s key priorities during 2012 have been conduct risk and culture, regulatory developments and investigations and the continued delivery of the Group’s Strategic Plan. The directors received reports on the Group’s financial performance, capital, funding and liquidity positions and risk management together with regular reports on strategy, risk appetite, litigation and treating customers fairly. Specific strategy sessions were held in January, April and June. Other matters considered by the Board during 2012 included the Independent Commission on Banking reports, Recovery and Resolution Planning and Technology. Strategy, capital, funding and risk are expected to remain key areas of focus for the Board during 2013.

Members of the executive management team attend and make regular presentations at meetings of the Board to give the directors greater insight into the business areas.

An annual programme of divisional presentations is agreed by the Board each year. During 2012, the Board received in-depth presentations from Direct Line Group, Wealth, Global Restructuring Group, UK Corporate, Non-Core, Ulster Bank Group, RBS Citizens Financial Group, UK Retail, Markets and International Banking. These presentations enhance the Board’s knowledge of the Group’s key divisions and afford directors the opportunity for discussion and debate with divisional senior management.

Board committees
In order to provide effective oversight and leadership, the Board has established a number of Board committees with particular responsibilities. The Committee chairmanship and membership are reviewed on a regular basis. The names and biographies of all Board Committee members are set out on pages 257 to 260.

The terms of reference of the undernoted committees, together with the Group Nominations Committee and Group Sustainability Committee, are available on the Group’s website www.rbs.com and copies are available on request from RBS Secretariat.

The Board committees are discussed in their individual reports:

Group Audit Committee - pages 268 to 274.
Board Risk Committee - pages 275 to 278.
Group Performance and Remuneration Committee - pages 279 to 299.

Information, induction and professional development
All directors receive accurate, timely and clear information on all relevant matters. All directors also have access to the advice and services of the Group Secretary who is responsible to the Board for ensuring that Board procedures are followed and for advising on all governance matters. In addition, all directors are able, if necessary, to obtain independent professional advice at the company’s expense.

In line with the recommendations of the Walker Review of Governance in Banks and Financial Institutions (the Walker Review) and the Code, the Group has a comprehensive induction programme for new directors that is kept under review by the Group Secretary. Each new director receives a formal induction on joining the Board, including visits to the Group’s major divisions and meetings with directors and senior management and key stakeholders. Each induction programme includes a mandatory element which comprises 12 meetings, visits and sessions. The remainder of the induction programme is tailored to the new director’s specific requirements and includes meetings with key executives and their teams and visits to divisions, businesses and Group functions, both in the UK and overseas.

As part of their ongoing professional development, directors are advised of appropriate external training and professional development opportunities and undertake the training and professional development they consider necessary to assist them to carry out their duties as directors. Internal training is also provided, tailored to the business of the Group. Continuing professional development logs are maintained by the Group Secretary and are reviewed regularly with directors to ensure training and development opportunities are tailored to individual directors’ requirements.
 
 
263

 

Corporate governance continued
 
In 2012, as part of their ongoing development, the directors received briefings on the UK Bribery Act 2010, the new UK regulatory regime, various Financial Reporting Council consultations (including amendments to the Code, audit committee guidelines, the stewardship code and international standards on auditing for the UK and Ireland), a number of government consultations on narrative reporting, executive remuneration and shareholder voting rights and the draft proposals under the Capital Requirements Directive IV, as well as other regulatory consultations.

Business visits are also arranged as part of the Group Audit Committee and Board Risk Committee schedule and all non-executive directors are invited to attend. The Group Audit Committee and the Board Risk Committee undertook a total of six visits in 2012 to RBS Risk Management (2), Group Internal Audit (2), Group Finance and Business Services to review the Change programme.

Performance evaluation
In accordance with the Code, an external evaluation of the Board takes place every three years. An internal evaluation takes place in the intervening years.

The 2011 evaluation was conducted internally by the Group Secretary and a number of initiatives were implemented aimed at improving the overall performance and effectiveness of the Board. These included additional improvements to the flow of information to the Board, appointment of additional Directors to Board committees and additional succession planning sessions. The 2012 evaluation concluded that the recommendations from the 2011 evaluation had been implemented in full.

In 2012, the Board and Committee evaluation process was independently facilitated by IDDAS Limited, a specialist board evaluation consultancy. IDDAS Limited were selected following a competitive tender and the Board is satisfied that IDDAS Limited has no other connection with the Group.

Performance evaluation process
IDDAS Limited undertook a formal and rigorous evaluation by:

·
using a detailed framework of questions which was used to structure individual meetings held with each director;

·
discussing the outcomes and recommendations with the Chairman; and;

·
recommending the outcomes and areas for improvement to the Board members.

Amongst the areas reviewed were Board structure, membership (including diversity) and processes, Board committees, Director competence, independence and behaviour.

Outcomes of the 2012 performance evaluation
The 2012 performance evaluation has concluded that the Board and Board committees are operating effectively. The key findings were as follows:-

·
the Group has a highly capable Board which is well-balanced and diverse, with the skills required to respond to the very full agenda and key priorities of the Group;

·
Board composition and executive succession planning should remain under review;

·
the Board is headed by a strong and effective Chairman and Board meetings are open and transparent with constructive discussion, particularly around culture. The skills and contribution that the executive directors bring to the Board was recognised;

·
as a result of the continued challenging external and regulatory environment, and the number of regulatory investigations, a substantial time commitment is required from the non-executive directors;

·
whilst improvements in the quality and clarity of Board and Board Committee papers during 2012 was acknowledged, Board information flows should remain under review so that improvements can be made on a continuous basis;

·
Board committees continue to play a key role supporting the work of the Board and the directors, individually and collectively, dedicate extensive time to the Group; and

·
given the increased focus on culture, the role and responsibilities of the Group Sustainability Committee should be enhanced in respect of cultural and behavioural issues.

A summary of the key themes arising from 2012 performance evaluation is set out below, together with an overview of the proposed actions:

Key themes included
Proposed action
Board composition
The composition of the Board and Board committees to remain under review to ensure the board has the appropriate balance of skills, experience, independence and knowledge.
Board and executive succession planning
The Board and Group Nominations Committee to review board and executive succession planning.
Board Papers
RBS Secretariat to establish a board-sponsored, multi-disciplinary project, to devise an optimal board information pack, with summaries and levels of depth to suit each reporting area or issue.
Group Sustainability Committee
The Group Sustainability Committee to be given an expanded remit for customer related sustainability and reputation issues, oversight of cultural and behavioural change, and sustainability aspects of the people agenda.
 
 
264

 

 
Individual director and Chairman effectiveness reviews
The Chairman met with each director individually to discuss their own performance and ongoing professional development and also shared peer feedback that had been provided as part of the evaluation process. Separately, IDDAS Limited sought feedback on the Chairman’s performance and prepared the Chairman’s development report. The Senior Independent Director also canvassed the views on the Chairman’s performance from the non-executive directors collectively. The results of the Chairman’s effectiveness review were then discussed by the Chairman and the Senior Independent Director.

Group Nominations Committee
Role of the Group Nominations Committee
The Group Nominations Committee is responsible for:

·
reviewing the structure, size and composition of the Board and making recommendations to the Board on any appropriate changes;

·
assisting the Board in the formal selection and appointment of directors (executive and non-executive) having regard to the overall balance of skills, knowledge, experience and diversity on the Board;

·
reviewing membership and chairmanship of Board committees;

·
considering succession planning for the Chairman and the executive and non-executive directors, taking into account the skills and expertise which will be needed on the Board in the future. No director is involved in decisions regarding his or her own succession; and

·
making recommendations to the Board concerning the re-election by shareholders of directors under the provisions of the Code. In so doing, they will have due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required and the need for progressive refreshing of the Board.

The Group Nominations Committee engages with external consultants, considers potential candidates and recommends appointments of new directors to the Board. The terms of reference of the Group Nominations Committee are available on the Group’s website www.rbs.com

Membership of the Group Nominations Committee
All non-executive directors are members of the Group Nominations Committee which is chaired by the Chairman of the Group. The Group Chief Executive is invited to attend meetings. The Group Nominations Committee holds at least two scheduled meetings per year, and also meets on an ad hoc basis as required. In 2012, four meetings of the Group Nominations Committee were held.

The Chairman and members of the Committee during 2012, together with their attendance at meetings in 2012, is shown below.

Total number of meetings in 2012
Attended/
scheduled
Philip Hampton (Chairman)
4/4
Sandy Crombie
4/4
Alison Davis
4/4
Tony Di lorio
4/4
Penny Hughes
4/4
Joe MacHale
4/4
Brendan Nelson
4/4
Baroness Noakes
4/4
Art Ryan (1)
3/4
Philip Scott
4/4
   
Former member
 
John McFarlane (2)
1/1 

Notes:
(1)
Unable to attend one Committee meeting during 2012 due to family illness.
(2)
Retired from the Board on 31 March 2012.

The table below sets out the tenure of non-executive directors.
 

Principal activity of the Group Nominations Committee during 2012
Consideration of new non-executive directors
During 2012, the Group Nominations Committee kept the structure, size and composition of the Board under review as well as the diversity of skills and experience. Given that Joe MacHale was expected to step down from the Board during 2013, having served as a Non-executive Director since 2004, the Group Nominations Committee agreed to commence a search for a potential additional non-executive director.

The Chairman and Group Secretary developed a role profile and skills matrix and engaged Egon Zehnder International, specialist search consultants, to compile a list of candidates with relevant skills and experience. This was to ensure that the Group Nominations Committee had access to a wide pool of potentially suitable candidates and the search for potential candidates remains ongoing. Egon Zehnder International does not provide services to any other part of the Group.
 
 
265

 
 
Corporate governance continued
 

Board and Committee membership
At the request of the Board and taking into consideration feedback from the Board committee evaluations and John McFarlane’s departure, the Group Nominations Committee reviewed the membership of the Board committees. The Group Nominations Committee agreed to strengthen the Board Risk Committee with the appointment of Baroness Noakes, the Group Performance and Remuneration Committee with the appointment of Art Ryan, and the Group Sustainability Committee with the appointment of Alison Davis.

Boardroom diversity
The Board remains supportive of Lord Davies’ recommendations and currently meets the target of 25 per cent female board representation as set out in Lord Davies’ report. In accordance with the recommendations contained within Lord Davies’ report, the Board operates a boardroom diversity policy and a copy of the Board’s diversity statement is available on www.rbs.com

The Group understands the importance of diversity and recognises the importance of women having greater representation at key decision making points in organisations. The search for Board candidates will continue to be conducted, and nominations/appointments made, with due regard to the benefits of diversity on the Board. One of the challenges the Group faces in the promotion of gender diversity is identifying suitably qualified female Board candidates. Where appropriate, the Group has engaged specialist search consultants to assist in the search for suitable candidates. However, all appointments to the Board are ultimately based on merit, measured against objective criteria, and the skills and experience the individual can bring to the Board.

The balance of skills, experience, independence, knowledge and diversity on the Board, and how the Board operates together as a unit is reviewed annually as part of the Board evaluation. Where appropriate, findings from the evaluation will be considered in the search, nomination and appointment process. If appropriate, additional targets on diversity will be developed in due course.

Further details on the Group’s approach to diversity can be found on pages 306 and 307.

Succession planning
The Group Nominations Committee considers succession planning on an ongoing basis and succession planning for the Board was considered at all Group Nominations Committee meetings during the year. The Board considered talent and succession planning for the Group Chief Executive and members of the Executive Committee specifically at meetings in June and October 2012, including a review of talent pools and development opportunities for potential successors. The Board continues to monitor succession planning taking into account business requirements and industry developments.

Group Sustainability Committee
During 2012, the Group Sustainability Committee focused on reviewing the Group’s overall sustainability strategy, values and policies and aligning the Group’s approach to ethical, social and environmental issues. The role, responsibilities and membership of the Committee were reviewed at the end of 2012 as part of the Group’s Purpose, Vision and Values programme. In 2013, the Committee’s scope will widen to include:-

·
sustainability and reputational issues related to customer and citizenship activities;

·
oversight of the delivery of the Purpose, Vision and Values cultural and behavioural change; and

·
oversight of the sustainability aspects of the people agenda.

In addition, the Committee will be responsible for overseeing and challenging how management is addressing sustainability and reputation issues relating to all stakeholder groups, except where such issues have already been dealt with by other Board committees.

Membership has been reviewed in line with the increased scope of the Committee and now consists of independent non-executive directors and is chaired by the Senior Independent Director. All key business areas are represented at Committee meetings and the Group Chairman is also invited to attend. The frequency of meetings will also increase from quarterly to six times per annum, in addition to more regular stakeholder engagement sessions.

Relations with investors
The Chairman is responsible for ensuring effective communication with shareholders. The company communicates with shareholders through the Annual Report and Accounts and by providing information in advance of the Annual General Meeting. Individual shareholders can raise matters relating to their shareholdings and the business of the Group at any time throughout the year by letter, telephone or email via the Group’s website www.rbs.com/ir

Shareholders are given the opportunity to ask questions at the Annual General Meeting or can submit written questions in advance. Directors including the chairs of the Group Audit, Board Risk, Group Performance and Remuneration and Group Nominations Committees are available to answer questions at the Annual General Meeting. The Senior Independent Director is also available.
 
 
266

 
 
Communication with the company's largest institutional shareholders is undertaken as part of the Investor Relations programme:

·
the Group Chief Executive and Group Finance Director meet regularly with UKFI, the organisation set up to manage the Government’s investments in financial institutions, to discuss the strategy and financial performance of the Group. The Group Chief Executive and Group Finance Director also undertake an extensive annual programme of meetings with the company’s largest institutional shareholders.

·
the Chairman independently meets with the Group’s largest institutional shareholders annually to hear their feedback on management, strategy, business performance and corporate governance. Additionally, the Chairman, Senior Independent Director and chairs of the Board committees met with the governance representatives of a number of institutional shareholders during the year.

·
the Senior Independent Director is available if any shareholder has concerns that they feel are not being addressed through the normal channels.

·
the Chair of the Group Performance and Remuneration Committee consults extensively with institutional shareholders in respect of the Group’s remuneration policy.

Throughout the year, the Chairman, Group Chief Executive, Group Finance Director and Chair of the Group Performance and Remuneration Committee communicate shareholder feedback to the Board and the directors receive independent analyst notes and reports reviewing share price movements and the Group’s performance against the sector. Detailed market and shareholder feedback is also provided to the Board after major public announcements such as results announcements. The arrangements used to ensure that directors develop an understanding of the views of major shareholders and other stakeholders are considered as part of the annual Board evaluation.

The Group’s Investor Relations programme also includes communications aimed specifically at its fixed income (debt) investors. The Group Finance Director and/or Group Treasurer give regular presentations to fixed income investors to discuss strategy and financial performance. Further information is available on the Group’s website www.rbs.com/ir
 
 
267

 
 
Report of the Group Audit Committee

Letter from Brendan Nelson,
Chairman of the Group Audit Committee

Dear Shareholder,

External market conditions have continued to be difficult and managing the intensity of the regulatory agenda while remediating existing and certain new issues has inevitably determined the focus of the Group Audit Committee during 2012. However, I am pleased to report that against this challenging backdrop, the Committee continued to meet its key objectives in the period in accordance with its terms of reference.

The Group Audit Committee exercised oversight of the Group’s financial reporting and policy. It monitored the integrity of the financial statements of the Group and reviewed significant financial and accounting judgements. The Committee sought to understand and to challenge management’s accounting judgements and satisfied itself that disclosures in the financial statements about these judgements and estimates were transparent and appropriate. The Group Audit Committee also met the External Auditors in private in advance of key meetings in order to obtain an independent view on the key disclosure issues and risks in relation to the financial statements.

In particular, the Committee has considered:

·
the directors’ going concern disclosure including the Group’s capital, liquidity and funding position;

·
the adequacy of the Group’s loan impairment provisions, focusing particularly on the Ulster Bank loan portfolio and commercial real estate exposures;

·
the impact of the Group’s forbearance policies on provisioning;

·
the Group’s valuation methodologies and assumptions for financial instruments measured at fair value;

·
the adequacy of the Group’s general insurance reserves;

·
valuation of the Group’s defined benefits pension schemes;

·
carrying value of the Group’s goodwill and other intangible assets;

·
the recoverability of the Group’s deferred tax assets;

·
the methodology and assumptions underlying the Group’s provisions for payment protection insurance and interest rate hedging products redress;

·
the Group’s provisions for outstanding litigation and regulatory investigations; and

·
the impact of the announcement that Santander would not complete its planned purchase of certain UK branch-based businesses.

The Group Audit Committee continued to encourage enhancements to the disclosures in the Group’s external financial reports. Revised versions of the UK Corporate Governance Code and related Guidance for Audit Committees were issued by the Financial Reporting Council in September 2012. The Committee considered the new requirements and has endeavoured to comply early, where appropriate to do so. The Committee also considered the recommendations of the Enhanced Disclosure Task Force of the Financial Stability Board and the Group’s plans to meet the recommendations. I am pleased to report that several of the Group’s disclosures were highlighted within the report as examples of best practice.

A key responsibility of the Committee is to monitor and review the scope, nature and effectiveness of Internal Audit. As in previous years, I met regularly with the Head of Group Internal Audit. The Committee also held two in depth sessions with Group Internal Audit. These additional meetings enabled the members of the Committee to be briefed on Group Internal Audit’s strategy under the leadership of Nicholas Crapp, who joined the Group at the start of the year, and to meet the senior management team. The Committee ensured that the Head of Group Internal Audit has appropriate independence and authority; that the scope of Internal Audit is unrestricted; that planning is appropriately risk based; and that the function has the requisite budget and resource strategy. The Head of Group Internal Audit has a direct reporting line to me and I will continue to work closely with him as we seek to strengthen further the function during 2013.

 
268

 

The Committee also monitored and reviewed aspects of the Group’s external audit in the period. It reviewed the scope and planning of the external audit and considered reports and recommendations from the External Auditors. It monitored the External Auditors’ independence and objectivity and ensured effective controls were in place to oversee engagements for the External Auditors to provide non-audit services. The Committee undertook an assessment of the External Auditors’ performance and recommended to the Board that re-appointment of the External Auditors be submitted to shareholders for approval at the Annual General Meeting in 2013.

During 2012, I met with the FSA and with the External Auditors on a trilateral basis as envisaged by the FSA Code of Practice. The purpose of this meeting was to discuss, in the framework of an open and cooperative relationship between the supervisor and the External Auditors, issues considered to be of interest to the parties in meeting their respective responsibilities. This meeting formed part of the Committee’s oversight of the Group’s relationship with its regulators.

The Committee reviewed the Group’s systems of internal controls and the procedures for monitoring their effectiveness. The Committee placed particular focus in 2012 on ensuring that the Group had articulated an appropriate three lines of defence model that clearly stated individuals’ responsibility and accountability for risk and control at all levels. This model is expected to be fully embedded in 2013 and the Group Audit Committee will closely monitor delivery within the divisions and functions.

Litigation and regulatory investigations featured heavily on the agenda of both the Group Audit Committee and Board Risk Committee in the period, highlighting some deficiencies in the control environment. During 2012 the Board asked the Group Audit Committee to monitor progress of the internal and various ongoing regulatory investigations and claims based on allegations that the Group had made inappropriate submissions to influence the setting of interest rates. The Committee met regularly to receive updates on the investigations, including on an ad hoc basis. It worked closely with the Group Performance and Remuneration Committee to make decisions and recommendations in relation to individual accountability.

The implications for the Group’s culture and control environment were considered in light of this and other ongoing investigations. The Committee in particular, reviewed proposed enhancements to the culture and control framework in the Markets and International Banking divisions. It has monitored the implementation of remedial action in the Markets business and has overseen liaison with the Group’s regulators. Independent assurance has been obtained regarding the comprehensiveness and timeliness of plans. The Committee is confident that the change programme will result in genuine behavioural change across the business as well as robust and sustainable control remediation. It will closely monitor implementation of these plans in 2013.

Inevitably, the challenges that have arisen during the year have meant that members have had to dedicate some considerable time to the work of the Committee. I would like to extend my thanks to my fellow Committee members for their continued dedication and support throughout 2012.



Brendan Nelson
Chairman of the Group Audit Committee
27 February 2013

 
269

 
 
Report of the Group Audit Committee continued
 

Report of the Group Audit Committee
Meetings and visits
A total of seven scheduled meetings of the Group Audit Committee were held in 2012, including meetings held immediately before consideration of the annual and interim financial statements and the quarterly interim management statements by the Board. The Group Audit Committee also held five ad hoc meetings. Group Audit Committee meetings are attended by relevant executive directors, the Internal and External Auditors and Finance and Risk Management executives. Other executives, subject matter experts and external advisers are also invited to attend the Group Audit Committee, as required, to present and advise on reports commissioned by the Committee. At least twice a year the Group Audit Committee meets privately with the External Auditors. The Committee also meets privately with the Group Internal Audit management.

The annual programme of joint visits by the Group Audit and Board Risk Committees to the Group's business divisions and control functions continued in 2012. The object of the programme is for members of the Committee to gain a deeper understanding of the Group; invitations to attend are extended to all non-executive directors. During 2012, the Group Audit Committee and the Board Risk Committee undertook a total of six visits - to Risk Management (2), Internal Audit (2), Group Finance and Business Services to review the Group Change portfolio.

Membership of the Group Audit Committee
The Group Audit Committee is made up of at least three independent non-executive directors. The Chairman and members of the Committee, together with their attendance at meetings, are shown below.

 
Attended/
scheduled
Brendan Nelson (chairman)
7/7
Tony Di Iorio
7/7
Baroness Noakes
7/7
Philip Scott
7/7

All members of the Group Audit Committee are also members of the Board Risk Committee facilitating effective governance of finance and risk issues. The Group Audit and Board Risk Committees also have strong links with the Group Performance and Remuneration Committee ensuring that levels of compensation reflect relevant finance and risk considerations.

The members of the Group Audit Committee are selected with a view to the expertise and experience of the Group Audit Committee as a whole. The Board is satisfied that all Group Audit Committee members have recent and relevant financial experience, and that each member of the Group Audit Committee is an ‘Audit Committee Financial Expert' and is independent, each as defined in the SEC rules under the US Securities Exchange Act of 1934 (“Exchange Act”) and related guidance. Full biographical details of the Committee members are set out on pages 257 to 260.

Performance evaluation
An external review evaluating the effectiveness of the Group Audit Committee takes place every three to five years with internal reviews by the Board in the intervening years. An external review of the Board and its senior committees took place during 2012. Overall, the review concluded that the Group Audit Committee continued to operate effectively.

The role and responsibilities of the Group Audit Committee
The Group Audit Committee’s primary responsibilities are shown below and are set out in its terms of reference which are reviewed annually by the Group Audit Committee and approved by the Board. These are available on the Group’s website www.rbs.com


 
270

 

A report on the activity of the Group Audit Committee in fulfilling its responsibilities was provided to the Board following each Committee meeting. The key considerations of the Committee during 2012 are explained more fully below.

Financial reporting and policy
The Group Audit Committee focused on a number of salient judgments and reporting issues in the preparation of the 2012 accounts, and considered:

·
the directors’ going concern conclusion, including the Group’s capital, liquidity and funding position. Further information is set out on page 307;

·
the adequacy of loan impairment provisions in Ulster Bank. The Irish economy showed some signs of stabilisation but there remained significant uncertainty. The Committee considered the level of provision for loan impairment in light of these uncertainties. It monitored external conditions closely and compared loss experience with forecasts. Loan impairments in the Corporate and Non-core divisions were also carefully reviewed. During 2012, the Committee also revisited the application of IAS 39 to loan impairment rules and concluded that the Group applies them on a neutral and consistent basis;

·
the Group’s forbearance policies. The Committee considered the impact of forbearance on provision levels and monitored emerging trends and reporting capabilities across the Group’s various portfolios;

·
the approach to valuation of the Group’s financial instruments measured at fair value, including its credit market exposures and liabilities carried at fair value;

·
the adequacy of reserves held to meet the claims in the Group’s general insurance business. The Committee considered management’s assessment of the full cost of settling outstanding general insurance claims including claims estimated to have been incurred but not yet reported and for claims handling expenses. It is comfortable that the level of provision is appropriate based on claims experience and on statistical models;

·
valuation of the Group’s defined benefit pension scheme. The Committee considered the assumptions that had been set in valuing the fund and the sensitivities on those assumptions;

·
carrying value of the Group’s goodwill and other intangible assets;

·
the background to and the judgements that had been made by management in assessing the recoverability of the Group’s deferred tax assets;
 
· 
adequacy of the Group’s provision held for the mis-selling of payment protection insurance and interest rate hedging products. The Group has established a provision which represents the Group’s best estimate of the redress that will be payable by the Group. The Committee challenged management’s judgements and is satisfied that the level of provision is appropriate;

·
the Group’s provisions made for outstanding litigation and regulatory investigations and the extent to which reliable estimates could be made for the purposes of the accounts;

·
the Group’s provision for redress and other costs following the Group’s IT incident in June 2012;

·
the impact of the announcement that Santander would not complete its planned purchase of certain UK branch-based businesses. The Committee considered whether the assets and liabilities should continue to be “held for sale” at 31 December 2012 and concluded that they should no longer be held for sale and that they should be reclassified to the relevant balance sheet captions in the consolidated balance sheet; and

·
the quality and transparency of disclosures bearing in mind regulatory developments and expectations. The Committee received a report on the recommendations of the Financial Stability Board’s Enhanced Disclosure Task Force and the Group’s plans to meet the recommendations.

Systems of internal control
Implementation of a clear and effective three lines of defence model was a priority in 2012. The Committee received regular reports on the approach to its implementation across the Group. Focus is now on ensuring the model is fully operational and the Committee will exercise close oversight of progress during 2013.

Regulatory investigations highlighted deficiencies in the control environment in certain parts of the Group, most notably within the Markets and International Banking divisions. Cultural weaknesses were also identified. On behalf of the Board, the Group Audit Committee undertook a detailed review of the divisional remediation plans and sought independent external assurance regarding comprehensiveness and timeliness of those plans. The Committee will closely oversee remediation throughout 2013, receiving quarterly reports.

During the period, the Group Audit Committee reviewed progress against plan for a number of strategic initiatives such as the Finance and Risk Transformation Programme. It also tracked progress in relation to mandatory and remedial projects including the Group’s Anti-Money Laundering Programme and the progress of the Group’s US regulatory initiatives.

The Committee received reports on the operation of the Group Policy Framework. At its request, a policy standard was developed on the management of model risk across the organisation. This standard sets minimum requirements for ownership, design and use of models in the Group. The Committee will review operation of this and other policy standards, and the outputs of assurance activity in early 2013.
 
 
271

 
 
Report of the Group Audit Committee continued
 
The Committee also reviewed the effectiveness of the Group New Product Approval Process and received quarterly reports from the Credit Quality Assurance function. It considered the Group’s compliance with the requirements of the Sarbanes-Oxley Act of 2002 and was regularly advised of whistle blowing disclosures which took place in the Group; complaints raised with members of the Group’s executive team; and significant and sensitive internal investigations.

Divisional Risk and Audit Committees have responsibility for individual divisions and report to the Group Audit Committee and Board Risk Committee. Given the size and complexity of the Group, these committees are essential components of the governance framework that supports the effective operation of the Group Audit Committee and Board Risk Committee. The Committee agreed improvements to the divisional risk reporting framework and these changes will be implemented during 2013. Quarterly reports were received by the Group Audit Committee and Board Risk Committee from each Divisional Risk and Audit Committee.

Internal audit
The Group Audit Committee oversaw the work of Group Internal Audit throughout 2012, and received regular reports from the Head of Group Internal Audit. These included bi-annual opinion reports which rated both the quality of the control environment of all the Group’s divisions and of management’s level of awareness. The reports from Group Internal Audit enabled the Committee to monitor internal control within the Group by reporting on areas where improvements to the control environment were needed.

In response to Group Internal Audit findings during 2012, the Committee requested presentations from the International Banking business on improvements to its control environment. More generally, Group Internal Audit raised observations regarding the Group’s management of the conduct risk agenda. Following discussion at the Group Executive Committee, Stephen Hester presented management's action plan responding to these findings to the Committee.

The Group Audit Committee considered Group Internal Audit’s annual plan and the adequacy of its resources and budget. Nicholas Crapp joined the function at the beginning of 2012 and the Committee reviewed the strategy for Group Internal Audit under his leadership.

In line with best practice, an external review of the effectiveness of Group Internal Audit takes place every three to five years, with internal reviews continuing in intervening years. In January 2013, the Group Audit Committee undertook an internal evaluation of Group Internal Audit. It concluded that Group Internal Audit had operated effectively throughout 2012. Minor observations and recommendations will be implemented.

Oversight of the Group’s relationship with its regulators
The Group Audit Committee has a responsibility to monitor the Group’s relationship with the Financial Services Authority (FSA) and other regulatory bodies. During 2012, it received regular reports on the Group’s relationship with all its regulators and highlighting significant developments. It received reports on regulatory actions and investigations. Over the course of the year the chairmen of the Group’s senior Board committees met with the FSA on an individual basis and also participated in certain Regulatory College meetings with the Group’s primary regulators. The FSA attended a Group Audit Committee meeting in October 2012 as an observer.

During 2012, the Chairman of the Group Audit Committee also met with the FSA and with the External Auditors on a trilateral basis.

The Committee closely monitored the Group’s relationship with its international regulators and significant time continued to be dedicated in particular to understanding the regulatory requirements in the US and the implications on the Group’s US operations and structure.

Processes for external audit
During 2012, the External Auditors provided the Group Audit Committee with reports summarising their main observations and conclusions arising from their year end audit, half year review and work in connection with the first and third quarters and their recommendations for enhancements to the Group’s reporting and controls. The External Auditors also presented for approval to the Committee their audit plan and audit fee proposal and engagement letter, as well as confirmation of their independence and a comprehensive report of all non-audit fees.

The Group Audit Committee undertakes an annual evaluation to assess the independence and objectivity of the External Auditors and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements. The annual evaluation is carried out in two stages. An initial review was carried out in early 2013. In assessing the effectiveness of the Group’s External Auditors, the Group Audit Committee had regard to:

·
the experience and expertise of the senior members of the engagement team;

·
the proposed scope of the audit work;

·
the quality of dialogue between the External Auditors, the Committee and senior management;

·
the clarity and quality and robustness of written reports presented to the Committee setting out the External Auditors’ findings;

·
the quality of observations provided to the company by the External Auditors on the Group’s systems of internal control; and

·
the views of management on the performance of the External Auditors.

The second phase of the review will be conducted following completion of all year end processes and will involve targeted interviews with individuals based on outputs from the initial phase and level of interaction with the External Auditors.

 
272

 

In addition to the annual evaluation performed by the Group Audit Committee, the External Auditors will also conduct their own annual review of audit quality. Twelve service criteria for the audit have been defined by the External Auditors to measure their performance against the quality commitments set out in their annual audit plan, under the headings of ‘quality of audit, approach and conduct’, ‘independence and objectivity’, ‘quality of the team’ and ‘value added’.

The Group Audit Committee is responsible for making recommendations to the Board in relation to the appointment, re-appointment and removal of the External Auditors. In order to make a recommendation to the Board, the Group Audit Committee considers and discusses the performance of the External Auditors, taking account of the outcomes of the annual evaluation carried out. The Board submits the Group Audit Committee's recommendations to shareholders for their approval at the Annual General Meeting. The Board has endorsed the Group Audit Committee's recommendation that shareholders be requested to approve the reappointment of Deloitte LLP as External Auditors at the Annual General Meeting in 2013. The Group Audit Committee also fixes the remuneration of the External Auditors as authorised by shareholders at the Annual General Meeting.

Deloitte LLP has been the company’s auditors since March 2000. There are no contractual obligations restricting the company's choice of External Auditors. A revised version of the UK Corporate Governance Code was issued by the Financial Reporting Council in September 2012 which provides that companies should put the external audit contract out to tender at least every ten years. The Group Audit Committee has considered the requirements and will consider each year whether there are any circumstances or events such that the contract for the audit of the Group should be put out to tender. Furthermore, unless the Committee determines otherwise, the audit contract will be put out to tender every ten years as will any new appointment following the resignation of the incumbent auditors.

Audit and non-audit services
The Group Audit Committee has adopted a policy on the engagement of the External Auditors to supply audit and non-audit services, which takes into account relevant legislation regarding the provision of such services by an external audit firm.

In particular, the Group does not engage the External Auditors to provide any of the following non-audit services:

·
bookkeeping or other services related to the accounting records or financial statements;

·
financial information systems design and implementation;
 
· 
appraisal or valuation services, fairness opinions or contribution-in-kind reports;

·
actuarial services;

·
internal audit outsourcing services;

·
management functions or human resources;

·
broker or dealer, investment adviser, or investment banking services;

·
legal services and expert services unrelated to the audit; or

·
other services determined to be impermissible by the US Public Company Accounting Oversight Board.

The Group Audit Committee reviews the policy annually and prospectively approves the provision of audit services and certain non-audit services by the External Auditors. Annual audit services include all services detailed in the annual engagement letter including the annual audit and interim reviews (including US reporting requirements) and periodic profit verifications.

Annual audit services also include statutory or non-statutory audits required by any Group companies that are not incorporated in the UK. Terms of engagement for these audits are agreed separately with management, and are consistent with those set out in the audit engagement letter insofar as local regulations permit. During 2012, prospectively approved non-audit services included the following classes of service:

·
capital raising, including consents, comfort letters and relevant reviews of registration statements;

·
provision of accounting opinions relating to the financial statements of the Group and its subsidiaries;

·
provision of reports that, according to law or regulation, must be rendered by the External Auditors;

·
permissible services relating to companies that will remain outside the Group;

·
reports providing assurance to third parties over certain of the Group's internal controls prepared under Standards for Attestation Engagements (SSAE) No. 16 or similar auditing standards in other jurisdictions; and

·
reports and letters providing assurance to the Group in relation to a third party company where the Group is acting as equity/ debt underwriter in a transaction, in the ordinary course of business.

 
273

 
 
Report of the Group Audit Committee continued
 

For all other permitted non-audit services, Group Audit Committee approval must be sought, on a case by case basis, in advance. The Group Audit Committee reviews and monitors the independence and objectivity of the External Auditors when it approves non-audit work, taking into consideration relevant legislation, ethical guidance and the level of non-audit services relative to audit services. The approval process is rigorously applied to prevent the External Auditors from functioning as management, auditing their own work, or serving in an advocacy role.

A competitive tender process is required for all proposed non-audit services engagements where the fees are expected to exceed £100,000. Engagements below £100,000 may be approved by the Chairman of the Group Audit Committee; as an additional governance control all engagements have to be approved by the Group Chief Accountant and Group Procurement. Where the engagement is tax related, approval must also be obtained from the Head of Group Taxation. Ad hoc approvals of non-audit services are ratified by the Group Audit Committee each quarter. During 2012, the External Auditors were approved to undertake certain significant engagements which are categorised and explained more fully below:

Summary of category of engagement
Reason for selection of External Auditors
Assurance testing and agreed upon procedures to regulators
(three engagements)
The External Auditors’ knowledge of the Group and extensive experience in such work ensured time and cost savings were achieved in both instances.
 
Business product development and launch
(one engagement)
The External Auditors were selected following a competitive tender. They were appointed based on their firm-wide capability, the quality and relevant expertise of the team, and the competitive fee levels.
Provision of advice to management and independent assurance and assessment
(one engagement)
The External Auditors were considered to be the most suitable firm to undertake this work given their extensive knowledge of the Group’s systems, end-to-end process and financial reporting framework. The considerable time pressures associated with this project meant that by appointing the External Auditors a number of efficiency savings were ensured.

In addition, the External Auditors are engaged from time to time by the Group to perform restructuring services. The Group is not liable for these fees, and often has a limited role in the selection process. As an additional governance control, these engagements are subject to the ad hoc approval process. Information on fees paid in respect of audit and non-audit services carried out by the External Auditors can be found in Note 5 to the consolidated accounts on page 345.


Brendan Nelson
Chairman of the Group Audit Committee
27 February 2013

 
274

 
 
 
Report of the Board Risk Committee

Letter from Philip Scott,
Chairman of the Board Risk Committee

Dear Shareholder,

I report to you following another challenging twelve months for the Board Risk Committee. The already demanding schedule of the Committee was intensified in the period by a number of significant issues, most notably the IT incident that occurred in June 2012. The Board Risk Committee has undertaken, on behalf of the Board, to review the cause, consequence and subsequent management of the IT incident which had such unacceptable consequences for many of our customers. As a priority, the Committee has overseen remediation and has sought to ensure appropriate redress for customers. It will continue carefully to oversee management of residual technology risks and will ensure communication with our regulators and stakeholders on conclusion of the internal and external investigations of the incident, as appropriate.

While 2012 has presented significant challenges, there has also been a great deal of progress on the development and implementation of risk and control throughout the organisation. The Board Risk Committee has been pleased to exercise an oversight role in the development and enhancement of the risk management framework and associated tools that support the Group’s aim of being a safer and more sustainable bank. The Committee has provided input into the Group’s risk strategy and objectives during 2012 and has overseen the refinement and further embedding of the Group’s framework into the business divisions. This has enabled the Committee to gain an improved understanding of the major risks which the Group faces, including market risk, conduct risk, country risk, credit risk (including single name concentrations and sector risk) regulatory risk and operational risk and to ensure robust plans are in place to manage excess exposures. The Group’s stress testing capabilities have been developed and are now being used within business as usual as an effective strategic planning and capital management tool.

The Board Risk Committee has supported the articulation of a conduct risk appetite statement which is being embedded strategically within the Group’s Policy Framework. Conduct Risk standards are being communicated to staff using the four pillars of conduct risk, employee conduct, market conduct, corporate conduct and conduct towards customers. The Committee will monitor implementation of these enhanced standards during 2013.

Enhancements to risk reporting have continued in the period to ensure that reports are insightful and relevant, and provide more metric based information. Data quality is, of course, critical to the accuracy of reporting and the Committee has received in depth updates on the progress of data quality programmes and reporting initiatives ongoing throughout the organisation, most notably the Finance and Risk Transformation Programme.

However, inevitably risk management tools and measures can only take the organisation so far. The future success of RBS depends upon the correct culture and approach that places the customer at the forefront of all decision making. The Board Risk Committee is fully supportive of the measures being developed to engender the correct behaviours at all levels within the RBS Group. The Committee has worked closely with the Group Performance and Remuneration Committee over the past 12 months to consider issues relating to individual accountability and responsibility for legacy and new issues. Where appropriate, recommendations have been made to the Group Performance and Remuneration Committee in relation to risk performance and reward. Culture, including the role of financial incentives and reward, will continue to be a priority of the Committee during 2013.

The members of the Committee have dedicated significant additional time to the consideration of risk issues during 2012 and I would like to thank them for their dedication and commitment. The business of the Committee is set to be no less demanding in 2013. The creation of the Prudential Regulatory Authority and the Financial Conduct Authority as part of the UK’s twin peaks regulatory framework will be a major influence and the Group will have to adapt to the new regulatory approach and work closely with regulators to implement changes to standards and reporting where required.

More detailed information on the business of the Committee during 2012 is set out in the Board Risk Committee Report that follows.


Philip Scott
Chairman of the Board Risk Committee
27 February 2013

 
275

 
 
Report of the Board Risk Committee continued
 

Report of the Board Risk Committee
Meetings and visits
The Board Risk Committee held seven scheduled meetings and three additional ad hoc meetings in 2012. Meetings are held alongside Group Audit Committee meetings to ensure that the work of the two Committees is coordinated and consistent. Board Risk Committee meetings are attended by relevant executive directors, risk management, finance and internal audit executives. External advice may be sought by the Board Risk Committee where considered appropriate. During 2012, the members of Board Risk Committee, in conjunction with the members of the Group Audit Committee, took part in an annual programme of visits to the Group’s business divisions and control functions. This programme included two in depth sessions with the Risk Management function to consider key risk areas and the risk strategy and operating model. Full details about the programme of visits is set out in the Report of the Group Audit Committee on page 270.

Membership
The Board Risk Committee comprises at least three independent non-executive directors. The Chairman and members of the Committee, together with their attendance at meetings, are shown below.

 
Attended/
scheduled
Philip Scott (chairman)
7/7
Sandy Crombie
7/7
Tony Di Iorio (1)
6/7
Joe MacHale
5/7
Brendan Nelson
7/7
Baroness Noakes (2)
5/5

(1)
Missed one meeting owing to travel disruption as a consequence of Hurricane Sandy.
(2)
Joined the Committee on 1 March 2012; attended all previous meetings as an attendee.

Philip Scott, Tony Di Iorio, Brendan Nelson and Baroness Noakes are also members of the Group Audit Committee. Sandy Crombie is also a member of the Group Performance and Remuneration Committee. This common membership ensures effective governance across all finance, risk and remuneration issues, and that agendas are aligned and overlap is avoided, where possible.

Role of the Board Risk Committee
The Board Risk Committee is responsible for providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group and future risk strategy, including determination of risk appetite and tolerance. The Committee reviews the performance of the Group relative to risk appetite and provides oversight of the effectiveness of key Group policies. The Board Risk Committee has responsibility for promoting a risk awareness culture within the Group.

Authority is delegated to the Board Risk Committee by the Board and the Committee will report and make recommendations to the Board as required. The terms of reference of the Board Risk Committee are available on the Group’s website www.rbs.com and these are considered annually by the Board Risk Committee and approved by the Board.


 
276

 


A report on the activity of the Board Risk Committee in fulfilling its responsibilities was provided to the Board following each Committee meeting. The key considerations of the Committee during 2012 are explained more fully below.
 
Risk strategy and policy
The RBS Group has a clear risk strategy supported by well defined strategic risk objectives. The members of the Board Risk Committee provide input to the overarching strategy for the Group on an ongoing basis. In the first half of 2012, the Committee reviewed and provided direction to the Group’s Resolution submission to the FSA pursuant to its Recovery and Resolution Programme. In conjunction with the Board, the Committee considered the potential implications for the Group of the proposals contained in the UK’s White Paper on Banking Reform and its interaction with potential future regulation in Europe and the US. It will continue to monitor developments throughout 2013.

During 2012, the Board Risk Committee reviewed the implementation of the Group Policy Framework across the organisation and reviewed the output of assurance testing to assess how those standards were operating in practice. Governance arrangements were also reviewed during the year. In particular, the Committee considered regional governance arrangements in operation across the Group; local guidance; regulatory expectations; and considered the adequacy of the current Group structure against that backdrop. In conjunction with the Group Audit Committee, the members reviewed how the three lines of defence model was being implemented across the Group and the Committee reinforced with management the importance of ensuring the model operated effectively in practice. The Committee will continue to review governance arrangements and compliance with the Group Policy Framework during 2013.

The Committee regards conduct risk and the delivery of appropriate outcomes to customers to be fundamental to the future success of the RBS Group. As referenced above, in 2012 the Board Risk Committee oversaw the development of the Group conduct risk appetite statement and framework which is now in the process of being fully implemented across all lines of defence in the organisation. Focus of the Committee has now turned to consideration of what measures, standards, training and objectives are required to instil and evidence the correct behaviours in practice.

The Committee also considered conduct risk in the context of product design and regulatory investigations, as referenced below.

Risk profile
Reporting
The Committee received a detailed report on key risks and metrics at each meeting and the Chief Risk Officer provided an oral update on the key risks to the organisation. This enabled the Committee to identify the key risk areas where additional focus was required. Focus sessions were provided by the Heads of Risk disciplines at Board Risk Committee meetings on a rotational basis, to offer the Committee additional insights.

During the period, risk reporting was enhanced and the Committee oversaw the development of a report on the key headline and emerging risks. Likewise, at the request of the Committee, metric based risk reporting in dashboard format was developed and will be extended to cover each of the key risk disciplines during 2013.

The Committee reported to the Board following each meeting on its consideration of the risk profile of the Group and made recommendations as appropriate.

Regulatory Reviews and Investigations
Regulatory risk featured highly on the agenda of the Board Risk Committee and during 2012 the Committee assumed responsibility for considering certain key areas of risk in a deeper level of granularity. Most significantly, as highlighted above, the Committee played a central role in the oversight and remediation of the Group’s IT incident. In order to ensure appropriate outcomes for customers, members reviewed the remediation plans in detail to ensure that they were fair and robust. On behalf of the Board, the Committee oversaw the independent internal investigation of the incident. Interaction with regulators in relation to their investigation of the incident continues and the Committee has committed to ensuring that the investigation is brought to a close, accountability is fully considered and learnings are addressed across the organisation.

A number of other internal and regulatory investigations arose or continued throughout 2012. During the period, the Committee received reports on the investigation of the alleged mis-selling of interest rate hedging products to small and medium sized enterprises; it reviewed ongoing programmes of work, remediation and investigation relating to unauthorised trading events and Anti-Money Laundering; it received reports on required enhancements to the mortgage sales process; and it continued to play an important governance role in the oversight and remediation of known regulatory issues in the RBS Americas region. Where appropriate, the Committee oversaw liaison with regulators; made recommendations regarding required remediation, training and process controls and enhancements; and made recommendations to the Group Performance and Remuneration Committee in relation to accountability. Progress to address identified weaknesses will be closely monitored throughout 2013.

In recognition of the conduct issues under investigation, the Committee reviewed the product approval process. Complex products were reviewed from the perspective of the customer. The Committee intends to look at sales processes and the approvals required for process design in 2013.

Operational risks inherent in the Group’s processes were also considered and the Committee has specifically considered IT continuity, security and data control.

 
277

 
 
Report of the Board Risk Committee continued
 

Capital and Liquidity
The Committee reviewed the capital and liquidity position of the Group regularly in light of external conditions. The difficulties being experienced in Europe and the US necessitated a continued focus on market and sovereign risk over the course of 2012 and a number of additional reports in this regard were considered over the course of the year. The Committee made recommendations to the Board in relation to the Individual Liquidity Adequacy Assessment, the Individual Capital Adequacy Assessment and the Contingency Funding Plan, required by the FSA.

The Committee considered pension risk in the context of managing liability and investment strategy. It will continue to monitor these risks in 2013.

Risk appetite, framework and limits
The risk appetite framework for the Group was approved in 2011. During 2012, focus was placed on ensuring that the framework was rolled out and embedded across the business divisions and legal entities within the Group. The Committee has committed to review the risk appetite framework on an annual basis to ensure it remains fit for purpose and will review capital adequacy risk, earnings volatility, and liquidity risk appetite targets in early 2013.

Significant improvements were made to the Group’s integrated stress testing capabilities over the course of 2012 and the Committee reviewed the output of stress tests and considered how these informed risk appetite and key strategic decisions. Reports on reverse stress testing, including key sensitivities and vulnerabilities were reviewed. The Committee monitored progress in the development of an economic capital model and will review how these measures and tools work together in an integrated manner.

The Committee received reports on the new Country Risk Appetite Framework that was developed in 2012. The members reviewed the approach to assessment of the potential for losses due to country risk shocks and how the framework informed the setting of country risk limits within the Group’s Risk Appetite Framework.

As more fully set out in the Group Audit Committee report on page 272, a framework of Divisional Risk and Audit Committees is responsible for reviewing the business of each division and reporting to the Group Audit Committee and Board Risk Committee. During 2012, the risk agenda of these committees continued to evolve alongside the Board Risk Committee agenda. The Material Integrated Risk Assessment process that was introduced in 2011 continued to be refined in 2012 and the Committee received reports on progress.

Risk management operating model
The Committee reviewed planned improvements to the risk management operating model and noted the proposed enhancements and the additional assurance that the revised model seeks to introduce. Members of the Committee reviewed the calibre of senior risk personnel and succession planning arrangements. Adequacy of resource was considered in the context of the scope and nature of work undertaken by the Risk Management function.

The risk governance model continues to evolve and the Board Risk Committee has and will continue to monitor developments as appropriate.

Risk architecture
The Committee reviewed the standards of data quality across the Group and the programmes in place to improve data quality. It monitored the progress of the Finance and Risk Transformation Programme, designed to develop a golden source of data for use in reporting across the Group. Improvements to data quality, management information and reporting have been identified as key areas of focus for the Committee in 2013.

Remuneration
The Committee recognises that embedding the correct conduct and culture in the organisation requires an emphasis on performance management and conduct and standards. The Board Risk Committee continued to strengthen its coordination with the Group Performance and Remuneration Committee during the period, with the aim of ensuring that risk was adequately reflected in objectives and compensation arrangements and decisions. The members of the Committee met regularly during 2012, including on an ad hoc basis, to consider specific regulatory and operational issues and to consider accountability and the potential impact upon remuneration.

Performance evaluation
An external review of the effectiveness of the Board and senior committees, including the Board Risk Committee, during 2012 was conducted. The Committee has considered and discussed the report on the outcomes of the evaluation and is satisfied with the way in which the evaluation has been conducted, the conclusions and the recommendations for action. Overall, the review concluded that the Board Risk Committee continued to operate effectively. The outcomes of the evaluation have been reported to the Board, and during 2013, the Committee will place focus on driving further improvements to risk reporting and prioritisation of Committee time.


Philip Scott
Chairman of the Board Risk Committee
27 February 2013

 
278

 
 
Directors’ remuneration report
 

Letter from Penny Hughes
Chair of the Group Performance and Remuneration Committee

Dear Shareholder

There is no doubt that 2012 has been another challenging year and events such as attempts to manipulate LIBOR and the IT incident have had a direct impact on the Group, both from a financial and a reputational point of view. The Board has acknowledged the serious shortcomings in systems and controls which were uncovered as part of the investigations into LIBOR and deeply regrets the lack of integrity shown by a small group of employees.

I would like to assure you that the Committee has spent a great deal of time challenging and taking action in response to past events and considering how remuneration can help to drive appropriate behaviours at RBS in future. Individuals found culpable in relation to LIBOR have left the Group with no annual incentive awards for 2012 and full clawback of outstanding awards. The Committee has also taken action across the Group, particularly in the Markets division, to account for the reputational damage of these events.

Against this backdrop, we should not lose sight of the fact that the vast majority of employees at RBS continue to do their jobs well and are not responsible for the events that have made headlines. Around one third of our employees joined after the financial crisis. During the IT incident, there was a very positive illustration of the loyalty and determination of staff to support customers during a difficult and regrettable period. It is vital that we retain and motivate good people as the foundation upon which we will generate a valuable business for shareholders and a bank that society can respect.

Considerable progress has been made over the past four years and the Committee remains focused on delivering remuneration structures that complement our goal of rebuilding a safer and more sustainable business, capable of serving customers and shareholders well in the long term. It is a difficult but important balance that we are trying to achieve, reducing overall spend on pay and increasing accountability whilst nurturing the business from which future profits can flow. We have sought to strike this balance fairly, whilst demonstrating our ongoing commitment to restraint, reflecting the nature of our ownership.

I have set out below a summary of how the Committee approached the year: how performance has been assessed; the decisions that have been reached on pay for 2012 and how past mistakes have been taken into account; and changes that we are making to ensure a fair and transparent remuneration policy.

Review of Group Performance
A number of significant milestones were reached during the year as part of the Group’s turnaround plan including:

·
Repayment of the liquidity support to UK Government in May 2012;

·
The successful flotation of more than one third of our stake in Direct Line Insurance Group plc in difficult market conditions; and

·
The exit from the Asset Protection Scheme in October 2012.

Key financial achievements for 2012 were:

·
Core Operating Profit of £6.3 billion, which represents a strong performance;

·
Further significant progress in removing Non-Core assets, a key part in managing down legacy issues. Non-Core third party assets are down £36 billion in 2012 to £57 billion, representing 92% progress towards the 2013 target of c.£40 billion;

·
Capital, funding and liquidity positions remain robust with key performance indicators (KPIs) on short-term wholesale funding, liquidity portfolio, leverage ratio, Core Tier 1 capital ratio and loan:deposit ratio all exceeding or in line with medium-term targets;

·
Core Return on Equity (ROE) was 10%, with Retail & Commercial ROE at 10% or 14% excluding Ulster Bank. The ROE for Markets was 10% in challenging market conditions;

·
Group expenses were 6% lower than in 2011 with staff costs down 6%; and

·
Impairment losses totalled £5.3 billion, down 29% from 2011.

As well as financial achievements, the Committee takes into account performance against a broader range of objectives, including support to customers. For example, in 2012 the Group accounted for 36% of all Small and Medium Enterprises (SME) lending, compared with its overall customer market share of 24%. The Group advanced £16 billion of UK home loans, including £3 billion to first time buyers. Using the Bank of England’s Funding for Lending Scheme the Group has offered lower interest rates and waived arrangement fees on certain SME loans, benefiting over 11,000 SMEs in the second half of 2012.

 
279

 
 
Directors’ remuneration report continued
 
 
Decisions made on pay
In addition to financial and non-financial measures, the Committee applies a rigorous accountability review process in determining pay outcomes. This framework enables us to claw back awards made in previous years where current or new information would change the decisions made in previous years. The review considers not only financial losses but also behavioural and reputational issues that have arisen.

Whilst the Group made significant progress across a range of measures in 2012, the Committee, in conjunction with the Board, agreed that the reduction to shareholder value and reputational damage caused by incidents such as the LIBOR settlement should result in a reduction of this year’s variable pools and the application of clawback. Further details of the impact of these incidents on remuneration is set out on page 300. Some of the key outcomes on pay are as follows:

·
Total variable compensation has been reduced from 2011 by 14% at a Group level and 20% for Markets (the reductions are 23% and 40% respectively after the application of clawback) as further evidence of the action that has been taken to bring down overall levels of pay;

·
Variable compensation (pre clawback) as a percentage of operating profit before variable compensation decreased from 28% to 16% for 2012 for the Group and from 25% to 16% for Markets. Full details can be found in Note 3 to the consolidated accounts on pages 339 and 340;

·
Since 2010, total variable compensation for the Group has been reduced by over 50%;

·
Within the context of reduced variable pools, incentive awards continue to be targeted towards high performers and, as a consequence, 40% of employees eligible for an award will receive zero for 2012;

·
Of those employees who do receive an award for 2012, 68% will receive less than £2,000 in total and 81% will receive less than £5,000; and

·
Average salary increases across the Group for 2013 will be less than 2%.

The CEO, Stephen Hester, will not receive any salary increase in 2013. In addition, he decided during the year that it would not be appropriate for him to be considered for any annual incentive award. Whilst respecting his decision, I would like to put on record that the Committee believes the CEO continues to demonstrate strong performance and leadership. The Committee receives regular encouragement from institutional shareholders to improve the delivery of market competitive remuneration to the CEO.

Enhancements to remuneration policy
The Committee continues to recognise the importance of driving cultural change both in terms of pay and in a wider sense. As Chair, I am actively involved in a number of initiatives relating to diversity, graduate recruitment and management development and many of these initiatives have received award-winning recognition.

It is clear that challenges remain in rebuilding the reputation of banks but progress has been made in evolving the culture of RBS. Our remuneration policy underpins this work by encouraging appropriate behaviours and adjusting for risk. Examples of enhancements are as follows:

·
Simplification of sales incentives with a broad move to a balanced scorecard type approach focused on customer service and risk;

·
All executives and Code Staff have culture included as part of their 2013 objectives supported by quantitative and qualitative measures;

·
Full review of balanced scorecard metrics, supported by independent control function review in advance of variable pools being agreed;

·
This year, all our employees will be paid salaries at or above the Living Wage; and

·
Shareholding requirements for the executive directors have been strengthened and new requirements introduced for senior executives to better align their interests with those of shareholders.

We will continue to monitor external developments and, where appropriate, refine our remuneration policy, for example, in light of the requirements of CRD IV.

Enhancements to remuneration governance and reporting
In recognition that the Committee considers issues wider than just remuneration, the name of the Committee was changed to the Group Performance and Remuneration Committee. This reflects the Committee’s broader oversight role to consider performance in the round in supporting the Group’s purpose, vision and values aspirations. During 2012, the Committee has worked closely with the Board Risk Committee and Group Audit Committee, both of which have provided valuable input on key risk and control issues.

Changes have been made to this report in line with a number of anticipated government reforms on remuneration reporting. The Remuneration Governance section covers the activities and decision-making process of the Committee; the Policy Report covers future remuneration policy; and the Implementation Report demonstrates how pay arrangements have been implemented over the past year.

As in previous years, we have consulted with our major shareholders, including UKFI, on remuneration matters. I would like to thank those shareholders who continue to recognise and support our efforts to reform remuneration practices at RBS. In this turnaround period where it has not been possible to pay ordinary dividends to shareholders, this support on pay decisions has been an essential part of our restructuring programme.

Finally, I would also like to thank my fellow Committee members for their expertise and guidance and all those who have supported the Committee in its efforts to make fair and appropriate judgements.

Penny Hughes
Chair of the Group Performance and Remuneration Committee
27 February 2013
 
 
280

 

Directors’ remuneration report- Remuneration Governance
 
Report of the Group Performance and Remuneration Committee
The role and responsibilities of the Committee
The Committee is responsible for setting the Group’s policy on remuneration and overseeing its implementation. It reviews performance and makes recommendations to the Board in respect of the Group’s variable incentive pools and the remuneration arrangements of the executive directors of the Group. No director is involved in decisions regarding his or her own remuneration.

The Committee is also responsible for approving remuneration and severance arrangements for members of the Group’s Executive and Management Committees, FSA ‘Code Staff’, as well as overseeing arrangements for employees who are ‘In-Scope’ under the Asset Protection Scheme (APS). Details of the FSA Remuneration Code can be found at www.fsa.gov.uk and a definition of Code Staff is provided on page 284.

The terms of reference of the Group Performance and Remuneration Committee are available on the Group’s website www.rbs.com and these are reviewed at least annually by the Committee and approved by the Board.

Summary of the principal activity of the Committee during 2012
Set out below is a summary of the activity of the Committee on a quarterly basis:

First quarter
·
Year end performance reviews and remuneration arrangements for members of the Group’s Executive and Management Committees and objectives for 2012. The year end performance reviews included input from the Board Risk Committee on the risk management performance of Executive and Management Committee members;

·
Year end performance reviews and remuneration arrangements for APS in scope employees, Code Staff, and High Earners;

·
Approval of Group and Divisional variable pay pools;

·
Approval of the Directors’ remuneration report;

·
Outcomes of the annual performance evaluation of the Committee;

·
Remuneration arrangements for executive directors which included a reduction to the LTIP award level for executive directors;

·
Introduction of a new accountability review process which informs clawback decisions; and

·
Assessment of the performance to date of unvested LTIP awards and award levels and performance targets for 2012 awards.

Second quarter
·
Outcomes of the first quarter accountability reviews;

·
Review of remuneration proposals for Direct Line Insurance Group plc on divestment;

·
Presentation from the Wealth division on business and strategic priorities and people plan;

·
Review of government proposals on Shareholder Voting Rights and remuneration aspects of CRD IV; and

·
Update on LTIP performance conditions and vesting outcomes for executive directors 2009 long term incentive awards.

Third quarter
·
Half year performance reviews for executive directors, Group Executive and Management Committee members;

·
Outcomes of the second quarter accountability reviews;

·
Formal remuneration strategy session to discuss and agree remuneration approach and priorities for the forthcoming year;

·
Presentation from Markets and International Banking on business and strategic priorities and people plan; and

·
Approval of remuneration arrangements for Direct Line Insurance Group plc on divestment.

Fourth quarter
·
Approval of remuneration approach for the most senior and highest paid employees in the Group (including executive directors and Group Executive and Management Committee members);

·
Outcomes of the third quarter accountability reviews;

·
Assessed and affirmed accountability review decision making principles;

·
2012 preliminary variable pay pool discussions for Group and Divisions;

·
Content for shareholder consultations undertaken in December 2012 and January 2013;

·
Review of Committee remit and name;

·
Review of incentive plans;

·
Approval of revised shareholding requirements for executive directors and the introduction of new shareholding requirements for Group Executive Committee members; and

·
Improved review of performance across key areas of customer; risk; people and financial.

 
281

 
 
Directors’ remuneration report- Remuneration Governance continued
 
Performance evaluation process
An external review of the effectiveness of the Board and Senior Committees, including the Group Performance and Remuneration Committee, was conducted during 2012. The Committee considered the outcomes of the evaluation and is satisfied with the way in which the evaluation has been conducted.

The review concluded that the Committee continued to operate effectively and the continued importance of the remuneration agenda and the commitment of the Committee members was recognised. The outcomes of the evaluation have been reported to the Board. As Board interest in remuneration matters remains intense and all directors understand the sensitivities involved, reporting on remuneration matters to the Board will be further enhanced during 2013.

How risk is reflected in our remuneration process
Focus on risk is achieved through clear risk input into incentive plan design and target setting, as well as thorough risk review of performance, variable pools and clawback. The Committee is supported in this by the Group Audit Committee, the Board Risk Committee and the Group’s risk management function.

A robust process is used to assess risk performance. A range of measures are considered, including funding, liquidity, credit, regulatory, operational and market risk. The steps we take to ensure appropriate and thorough risk adjustment continue to be refined and are fully disclosed and discussed with the FSA.

Variable pay pool determination
The process for determining variable pools is discretionary, to avoid the unintended consequences of formulaic systems. However, the Committee's discretion is applied within a structured framework which starts with an assessment of risk adjusted financial performance measured against budget, prior year and long-term strategic plans. This analysis is used to adjust for performance and then consider outcomes in the context of competitive variable pay funding levels.

Risk is taken into account in the performance assessment through a thorough risk analysis carried out by the Group’s risk management function to a pre-agreed framework. Performance assessments may be adjusted in situations where risk performance is outside risk appetite or strategic plans. Non-financial factors such as progress on customer issues, turnover, succession planning, market environment and franchise development are then taken into account in developing a final variable pay proposal. Variable pay proposals are reviewed in the context of key compensation framework ratios including: compensation to revenues, compensation to pre-compensation profit and variable pay to pre- variable pay profit. These ratios help to ensure appropriate sharing of value between employees and shareholders. Finally, variable pay proposals are reviewed against our capital adequacy framework to ensure that regulatory requirements are met.

Accountability review process
A summary of the accountability review process is as follows:

·
Exists to enable RBS to respond in instances where current and/or new information would change the annual incentive and/or LTIP decisions made in previous years, and/or the decisions made in the current year.
 
 
·
The process for review assessments (which consider material risk management, control and general policy breach failures, accountability for those events and appropriate action against individuals) is operated across divisions and functions. Divisional reviews are undertaken on a quarterly basis.

·
A Group Accountability Review Panel ensures consistency of decision making across the Group.

·
Decisions must take into account not only any financial losses but also behavioural issues and reputational or internal costs.

·
Actions may include recommendations for compensation adjustments (e.g. current year variable pay reduction, clawback) disciplinary investigations and performance adjustments (e.g. a change to performance rating).

·
Clawback may be up to 100% of unvested awards and can be applied regardless of whether or not disciplinary action has been undertaken.

·
A key principle is that clawback quantum should not be formulaic.

·
Collective responsibility may be considered where a committee or group of employees are deemed to have not appropriately discharged their duties.

·
These principles apply to all of our people and any leavers with unvested awards.

How have we applied this in practice?
The assessment undertaken by the risk function and Board Risk Committee confirmed that, for some divisions, a number of risk-related events needed to be taken account of when determining variable pay pools, including regulatory, compliance and credit and market risk issues. The Board Risk Committee has concluded that the accountability review assessments approach is robust and complete from a perspective of all known material events having been considered.

The accountability review process is now fully embedded and during 2012 a number of issues were considered under the framework.

The outcomes for the 2012 performance year cover a range of actions and have included: reduction of current year variable pay awards; dismissal; clawback of previously awarded deferred and LTIP awards; and suspended vesting pending further investigation.
 
 
282

 

 
Key inputs to the Group Performance and Remuneration Committee to assist its decision-making
The Committee receives regular updates on regulatory developments and general remuneration issues, as well as market and benchmarking data to support its decisions. It also received information from a number of external and internal sources during 2012. The diagram below illustrates this:
 
 
 
283

 
 
Directors’ remuneration report- Policy Report
 

Policy Report
Our Group-wide Remuneration Policy
The remuneration policy supports the Group’s business strategy and is designed to:

·
attract, retain, motivate and reward high-calibre employees to deliver long term business performance within acceptable risk parameters; and

·
provide clear alignment between annual and long-term targets for individuals and Group/divisional strategic plans.

Consultation on remuneration policy takes place with our social partners, including representatives from UNITE. The National Living Wage and London Living Wage are important benchmarks that we monitor each year as part of the annual pay review process. An annual Group-wide employee opinion survey takes place which includes a number of pay related questions.

The remuneration policy applies the same principles to all employees including Code Staff (1). The current key principles underpinning the Group-wide remuneration policy are set out below:

Element of pay
Objective
Operation
Base salary
 
To attract and retain employees by being competitive in the specific market in which the individual works.
Base salaries are reviewed annually and should reflect the talents, skills and competencies that the individual brings to the Group. Salaries should be sufficient so that inappropriate risk-taking is not encouraged.
Annual incentives
 
To support a culture where employees recognise the importance of serving customers well and are rewarded for superior individual performance.
 
 
The annual incentive pool is based on a balanced scorecard of measures including customer, financial, risk and people measures. Allocation from the pool depends on divisional, functional and individual performance. Individual performance assessment is supported by a structured performance management framework.
 
Our policy is that awards are subject to individual performance. Guaranteed awards are only used in very limited circumstances in accordance with the FSA Remuneration Code. Immediate cash awards are limited to a maximum of £2,000.
 
Under the Group-wide deferral arrangements a significant proportion of annual incentive awards for our more senior employees are deferred over a three year period. Deferred awards are subject to clawback. For Code Staff, 50% of any annual incentive is delivered in the form of Group shares and subject to an additional six month retention period post vesting.
 
In certain circumstances, formulaic short-term incentive arrangements are used to align the objectives of employees with the strategy of the relevant division in which they work.
 
All incentive awards are subject to appropriate governance, including independent review by the risk management, finance and human resources functions, with oversight from the Group Performance and Reward Committee, which has delegated authority from the Committee over incentive schemes operating over a period of 12 months or less.
Long-term Incentive Plan (LTIP)
To encourage the creation of value over the long term and to align further the rewards of the participants with the returns to shareholders.
The Group provides certain employees in senior roles with long-term incentive awards.
 
Awards are structured as performance-vesting shares. Vesting after a three year period will be based partly on divisional or functional performance and partly on performance across the Group. All awards are subject to clawback.
Other share plans
To offer employees in certain jurisdictions the opportunity to acquire Group shares.
Employees in certain countries are eligible to contribute to share plans which are not subject to performance conditions.
Benefits
(including pension)
To give employees an opportunity to provide for their retirement.
In most jurisdictions, employee benefits or a cash equivalent are provided from a flexible benefits account.

Note:
(1)
The following groups of employees have been identified as meeting the FSA’s criteria for Code Staff:
-   Members of the Group Board and Group Executive and Management Committees;
-   Staff performing a Significant Influence Function within RBS Group;
-   Employees who have approval authorities such that their decision-making could have a material impact on the RBS Group income statement;
-   Employees who are responsible for a business or businesses whose performance could have a material impact on the RBS Group income statement; and
-   Key control function roles.
 
 
284

 

Summary of remuneration policy for executive directors for 2013
The remuneration policy for executive directors follows the Group-wide policy applicable to other employees but with greater emphasis on variable performance-related pay. This is to ensure that delivery of total remuneration to executive directors is more dependent on performance and can only be achieved if specific strategic targets and other measures are met. The structure of remuneration for executive directors involves greater delivery in shares in order to align further their reward with the long-term interests of shareholders. A summary is set out below:

Element of pay
Operation
Maximum potential
Performance metrics and period
Changes to policy since
last approved
Base salary
Reviewed annually and considered against annual market data and in the context of wider Group increases.
Rate at 1 January 2013:
Stephen Hester: £1,200,000
Bruce Van Saun: £750,000
N/A
A 2% increase to the salary of Bruce Van Saun to £765,000 with effect from
1 April 2013.
Annual incentive
Any annual incentive to be awarded entirely in shares.
 
Shares vest in two equal tranches on the first and second anniversary of the date of grant.
 
Provision for clawback prior to vesting.
 
Additional six month holding period post vesting.
Normal maximum:
200% of base salary
 
Exceptional maximum:
250% of base salary
Balanced scorecard of KPIs measured over the financial year.
KPIs are:
·      Strategic progress;
 
·      Business delivery and financial performance;
 
·      Risk and control;
 
·      Stakeholder management; and
 
·      People management
 
See page 287 for further details
No change.
Long-term incentive
Awards granted over shares which vest at the end of a three year period subject to performance conditions being met.
 
Provision for clawback prior to vesting.
 
Additional six month holding period post vesting.
Maximum under plan rules is 400% of salary.
 
2013 LTIP awards will be granted subject to an overall cap of 300% of salary at grant.
 
Each of the four performance elements has the potential to deliver shares worth 100% of salary at grant.
 
However, there is an overall cap on vesting equivalent to 300% of salary at grant.
 
The notional value of these awards would be 45% of face value, which is 135% of salary.
 
Performance conditions measured over three financial years.
 
Performance measures and relative weightings are:
·      Core Bank Economic Profit - 25%
 
·      Total Shareholder Return (TSR) relative to comparator group of international banks - 25%
 
·      Balance sheet and risk - 25%
 
·      Strategic scorecard - 25%
 
·      Financial and risk performance underpin.
 
The LTIP measures have been selected in consultation with shareholders. The objective is to have a balanced range of measures that encourage the building of a safer, stronger and more sustainable business. See page 288 for further details on the measures.
No change.
 
 
Benefits (including pension)
Flexible benefits opportunity as for all employees.
 
Pension allowance.
Opportunity to sacrifice salary into defined contribution pension scheme.
Pension allowance of 35% of salary.
 
N/A
No change.
 
 
285

 

Directors’ remuneration report- Policy Report continued
 

Recruitment policy
The policy on the recruitment of new executive directors aims to structure pay broadly in line with the framework and quantum applicable to current executive directors, taking into account that some variation may be necessary to secure the preferred candidate and to reflect the skills and experience required. Any awards granted to replace awards forfeited on leaving a previous employer will be on a comparable basis taking account of anticipated performance outcomes and the proportion of time elapsed. Full details will be disclosed in the next remuneration report following recruitment.

The mix of executive directors’ remuneration
The charts below show the composition of remuneration opportunity for on-target annual performance, with the long-term incentive awards shown at median performance vesting. Annual incentive payments earned in relation to 2013 performance will be deferred and will vest, subject to satisfactory performance. The actual value of the long term incentive awards will depend on performance over the period 2013 to 2015 and the share price at the time the awards vest.

Group Chief Executive - Stephen Hester
 

Group Finance Director - Bruce Van Saun


2010-2012 average compensation outcome for Group Chief Executive
The preceding charts are based on target/expected values of total compensation. Press commentary tends to focus either on these values, or on maximum values assuming all performance conditions are met. However, in practice over the period 2010 to 2012, the value received will be significantly less than the maximum or even target value of incentives, in light of waivers, performance conditions and share price changes over the period. The chart below shows the likely average pay-out to the Group Chief Executive over the 2010-2012 period.

The data shows that Stephen Hester is likely to receive just 22% of the maximum value of his incentives awarded over the last three years, and around 38% of his maximum total compensation. This is despite strong progress against a range of financial and non-financial targets measured over the three year period since 2010.


 
286

 
 
Annual incentive awards - performance criteria for 2013
The executive directors’ annual performance objectives, as set out below, are approved by the Committee. The risk objectives are reviewed by the Board Risk Committee.

Core objectives
Stephen Hester
Bruce Van Saun
Strategic progress
 
Revise original Strategic Plan to respond to significant changes in the macro environment. Deliver execution of revised strategy including focus on brand values and fair outcomes for customers. Develop strategy for implementation of ring-fencing. Progress plans towards Government exit.
 
Monitor and improve the Group and divisional strategic plans. Drive effective design and implementation of revised plan.
Business delivery and financial performance
 
Lead delivery of overall performance, including measures relating to ROE, cost management, Core Tier 1 capital ratio, funding and risk profile, lending, and EU mandated disposals.
Ensure statutory, regulatory and management reporting is compliant with all external and internal standards. Continue to improve ‘best in class’ external reporting. Provide strong Group Finance Director role to the business through strategic planning, budgeting, forecasting and reporting. Monitor and control Group budget. Ensure a robust capital and funding planning framework. Drive efficiency. Successful further Direct Line Insurance Group plc ‘selldown’ and re-plan of EU mandated branch disposals.
 
Risk and control
 
Delivery of measures relating to wholesale funding reliance, liquidity reserves and leverage ratio. Further progress on risk appetite, risk frameworks and conduct risk, in support of the continued culture change across the Group.
 
Progress on key risk requirements. Implementation of effective regulatory changes impacting capital, funding, and liquidity. Improve quality of risk and financial data. Continue development of Group Internal Audit function.
Stakeholder management
 
Achievement of customer performance measures. Build/maintain strong and effective relationships with external stakeholders, including senior leaders in the new UK regulatory framework.
 
Continue to develop effective external relationships, including investors, rating agencies and regulators.
People management
 
Ensure each division/function has a people plan. Embed the Group’s purpose, vision and values through high quality leadership teams. Build talent management and performance management. Maintain leadership and employee engagement as measured by the employee survey.
 
Lead upgraded team and build positive culture and sense of purpose. Contribute to overall Group management. Partner colleagues in leading the Group’s purpose, vision and values to support culture change.

The Committee will determine the actual value of any award by reference to the extent to which executive directors have met the performance targets. Awards will be paid entirely in shares and will vest in two equal tranches on the first and second anniversaries of the date of grant. Clawback provisions will apply prior to the vesting of the shares. An additional six month holding period will apply post vesting.
 
 
287

 
 
Directors’ remuneration report- Policy Report continued

LTIP awards - performance criteria for awards to be granted in 2013 and due to vest in 2016
Awards that will be granted to executive directors in 2013 will be subject to four performance categories, each with equal weighting. These are set out below.

Core bank economic profit (25%)
The Economic Profit measure is focused on the Core bank to ensure that performance reflects enduring earnings for the bank. Economic Profit, being a risk-adjusted financial measure, is consistent with the FSA Code and also provides a balance between measuring growth and the cost of capital employed in delivering that growth. Core bank Economic Profit is defined as Core bank Operating Profit after Tax less attributed equity multiplied by the cost of equity, where:

Core bank Operating Profit after Tax is Core Operating Profit taxed at a standard tax rate.

Attributed Equity is defined as equity allocated to the Core businesses, calculated as a function of the Core businesses risk-weighted asset base.

Current Cost of Equity is 11.5%, which is subject to review at least annually.

Details of the actual targets, and performance against these, will be disclosed retrospectively once the awards vest.

Relative Total Shareholder Return (25%)
The relative TSR measure provides a direct connection between executive directors’ awards and relative performance delivered to shareholders. The measure compares the Group's performance against a group of comparator banks from the UK and overseas, weighted towards those companies most similar to the Group. Performance is measured over a three year performance period.

Relative TSR Comparator Group
 
Weighting 
1
Barclays
200% 
2
Lloyds Banking Group
 
3
HSBC
150% 
4
Standard Chartered
 
5 to 20
Bank of America, BBVA, BNP Paribas, Citigroup, Credit Agricole, Credit Suisse Group, Deutsche Bank, JP Morgan Chase, National Australia Bank Limited, Royal Bank of Canada, Santander, Societe Generale, The Toronto-Dominion Bank Group, UBS, Unicredito, Wells Fargo & Company
50% 

·
20% of the award will vest if the Group’s TSR is at the median of the companies in the comparator group.

·
100% of the award will vest if the Group’s TSR is at the upper quartile of the companies in the comparator group.

Balance Sheet & Risk (25%)
The Balance Sheet & Risk measures have a particular focus on risk reduction, the resolution of the Non-Core business and the building of a sustainable and responsible franchise for the Group.

Strategic Scorecard (25%)
The balanced Strategic Scorecard rewards management for delivering a robust basis for future growth in terms of the strength of our franchise, efficiency, reputation, and the engagement of employees.

Performance measures
Balance
Sheet and Risk measures
and targets
Non-Core Run-Down
Core Tier 1 capital ratio
Wholesale funding
Liquidity reserves
Leverage ratio
Loan:deposit ratio
Earnings volatility
Strategic
Scorecard measures
and targets
Customer franchise
Cost:income ratio in Core bank
Lending targets
Sustainability performance
Progress in people issues

Both quantitative and qualitative strategic measures are used, including measures relating to reputation, customer excellence, organisational capability and sustainability, given that these will support the long-term goals of the business. Targets for each measure are set at the start of the performance period and, where applicable, are aligned with the Group’s Strategic Plan targets. Commentary will be provided on an annual basis in relation to progress against the targets, where these are not commercially sensitive.

Vesting point
Indicative performance
Does not meet
0%
Over half of objectives not met
Partially meets
25%
Half of objectives met
Significantly meets
62.5%
Two-thirds of objectives met
Fully meets
100%
Objectives met or exceeded in all material respects
Qualified by Group Performance and Remuneration Committee discretion taking into account changes in circumstances over the performance period, the relative importance of the measures, the margin by which individual targets have been missed or exceeded, and any other relevant factors.

Risk underpin and clawback
The Committee will also review financial and operational performance against the Strategic Plan and risk performance prior to agreeing vesting of awards. In assessing this, the Committee will be advised independently by the Board Risk Committee. If the Committee considers that the vesting outcome calibrated in line with the performance conditions outlined above does not reflect the Group's underlying financial results or if the Committee considers that the financial results have been achieved with excessive risk, then the terms of the awards allow for an underpin to be used to reduce vesting of an award, or to allow the award to lapse in its entirety. All awards are subject to clawback.


 
288

 
 
Shareholders views and their impact on remuneration policy
In late 2012 and early 2013, an extensive consultation was undertaken with institutional shareholders and other stakeholders on the Group’s remuneration approach.

The consultation process involved one-to-one meetings, a roundtable session hosted by the Association of British Insurers and National Association of Pension Funds and a number of follow-up letters and meetings. Meetings have taken place involving around 20 institutional shareholders and shareholder bodies representing a substantial proportion of the non-UKFI shareholding. Topics discussed included financial progress and building a sustainable business, our remuneration strategy to date and the future shape of pay. UKFI were also consulted and as with other shareholders, the Committee received their input.

Investors recognised the challenge faced by the Committee in balancing the need to pay competitively to support business goals but at the same time being mindful of the wider economic environment and the need to show restraint. Shareholders were supportive of the work being undertaken by the Committee and the Board, and recognised the progress the Group is making towards recovery.

There was widespread support for the Group Chief Executive and the efforts being made by the Committee to seek to reward him fairly for performance. There was discussion of the accountability review process and in particular the impact of major events such as LIBOR, together with questions around culture, turnover and the extent of people risk as a result of the Group’s pay positioning. The possible use of alternative plan structures was raised by certain shareholders supporting a requirement to hold shares until retirement, although there was not widespread support for this approach. The importance of value sharing between investors and employees remains a key concern for shareholders.

The Committee and the Board have considered carefully their responsibilities and have applied judgement to achieve a balance whereby our remuneration policy supports business goals without causing unacceptably high people risks.

The support received from shareholders during the consultation period has been greatly encouraging. Shareholders have played a key role in developing remuneration practices that support the long-term goals of the business. Our remuneration approach of delivering a significant proportion of variable pay for senior executives in shares with deferral periods and clawback provisions provides strong alignment with the interests of shareholders.
 
Service contracts and exit payment policy
The company's policy in relation to the duration of contracts with directors is that executive directors' contracts generally continue until termination by either party, subject to the required notice, or until retirement. The notice period under the service contracts of executive directors will not normally exceed twelve months.

In relation to newly recruited executive directors, subject to the prior approval of the Committee, the notice period may be extended beyond twelve months if there is a clear case for this. Where a longer period of notice is initially approved on appointment, it will normally be structured such that it will automatically reduce to twelve months in due course. All new service contracts for executive directors are subject to approval by the Committee.

Those contracts normally include standard clauses covering remuneration arrangements and discretionary incentive schemes, the performance review process, the company's normal disciplinary procedure, and terms for dismissal in the event of failure to perform or in situations involving actions in breach of the Group's policies and standards.

Any compensation payment made in connection with the departure of an executive director will be subject to approval by the Committee, having regard to the terms of the service contract and the reasons for termination.

Information regarding the executive directors' service contracts is shown below:

 
 
Date of current contract
Notice period -
from the company
Notice period -
from executive
Stephen Hester
4 November 2008
12 months
12 months
Bruce Van Saun
8 September 2009
12 months
12 months

Except as noted below, in the event of severance where any contractual notice period is not worked, the employing company may pay a sum to the executive in lieu of the notice period. In the event of situations involving breach of the employing company's policies resulting in dismissal, reduced or no payments may be made to the executive. Depending on the circumstances of the termination of employment, the executive may be entitled, or the Committee may allow, outstanding awards under long-term incentive arrangements to vest, subject to the rules of the relevant plan.

 
 
289

 
 
Directors’ remuneration report- Policy Report continued
 
Stephen Hester
In the event of his personal underperformance, the company is entitled, after giving reasonable opportunity to remedy any failure, to terminate Stephen Hester’s contract by giving written notice with immediate effect and without making any payment in lieu of notice and Stephen Hester will forfeit any unvested stock awards. In the event that Stephen Hester's employment is terminated by the company (other than by reason of his personal underperformance or in circumstances where the company is entitled to dismiss without notice), or if he resigns in response to a fundamental breach of contract by the company, he will be entitled to receive a payment in lieu of notice to the value of base salary, annual incentive and benefits (including pension contributions). If he resigns voluntarily and the company does not require him to work out his notice period, Stephen Hester may receive a payment in lieu of notice based on salary only (i.e. no annual incentive or benefits). In both cases the treatment of any other unvested stock awards will be determined by the Committee and the Board, having due regard to the circumstances of the departure. 
 
Bruce Van Saun
In the event of his personal underperformance, the company is entitled, after giving reasonable opportunity to remedy any failure, to terminate Bruce Van Saun’s contract by giving written notice with immediate effect and without making any payment in lieu of notice and Bruce Van Saun will forfeit any unvested stock awards. Any payment in lieu of notice that may be made to Bruce Van Saun would be based on salary only (i.e. no annual incentive or benefits). The company has agreed that, provided certain conditions are met, on leaving employment, Bruce Van Saun will not forfeit awards under the rules of the Group’s share plans.

Chairman and non-executive directors
Information regarding the terms of appointment for the Chairman and non-executive directors is shown below.

Re-election
Under the Articles of Association of the company, directors must stand for re-election by shareholders at least once every three years. However, in accordance with the provisions of the Code, all directors of the company stand for annual re-election by shareholders at the company’s Annual General Meetings.

Letter of engagement
The non-executive directors do not have service contracts or notice periods although they have letters of engagement reflecting their responsibilities and commitments.

Time commitments
Letters of engagement make clear to non-executive directors the time commitment they are expected to give to their Board duties. Since 2010, non-executive directors letters of engagement specifically state that their time commitment should be in line with the Walker Review of corporate governance of banks and other financial institutions in respect of their general Board duties. Additional time will be spent as necessary in respect of committee duties, including in particular any committees which they chair.

Termination
No compensation would be paid to any non-executive director in the event of termination of appointment.

Arrangements for the Group Chairman
Philip Hampton is entitled to receive a cash payment in lieu of notice if his appointment is terminated as a result of the Group's majority shareholder seeking to effect the termination of his appointment. The applicable notice period is twelve months. In the event that the company terminates Philip Hampton's appointment without good reason, or his re-election is not approved by shareholders in General Meeting resulting in the termination of his appointment, he will be entitled to receive a cash payment in lieu of notice of twelve months' fees.

Fees for non-executive directors
The table below sets out the remuneration structure for non-executive directors for the year ended 31 December 2012. The Senior Independent Director and Chairs of the Board committees receive a composite fee and therefore do not receive additional fees for membership of any other committees or the Board.

The level of remuneration for non-executive directors reflects their responsibility and time commitment and the level of fees paid to non-executive directors of comparable major UK companies. Non-executive directors do not participate in any incentive or performance plan. Non-executive directors’ fees are reviewed regularly.

Chairman’s fee
£750,000
Senior Independent Director (composite fee)
£150,000
Chairman of Group Audit Committee, Board Risk Committee or Group Performance and Remuneration Committee (composite fee)
£150,000
Non-executive Director Group Board fee
£72,500
Membership of Group Audit Committee, Board Risk Committee or Group Performance and Remuneration Committee fee
£25,000
Membership of Group Sustainability Committee fee
£12,500
Membership of Group Nominations Committee fee
£5,500

No director received any expense allowances chargeable to UK income tax or compensation for loss of office/termination payment. The non-executive directors did not receive any annual incentive payments or benefits.
 
 
290

 
 
Directors’ remuneration report- Implementation Report
 

Implementation Report for 2012
The table below has been prepared in line with the anticipated reporting requirements proposed by the Department for Business, Innovation and Skills. The purpose is to reflect the fixed elements of pay that have been earned during the year and, as far as is possible, to value performance related pay where performance has been assessed.

The following tables and explanatory notes on this page detail the remuneration of each director for the year ended 31 December 2012 and have been audited.

Total remuneration for executive directors

         
Performance related pay
 
Total remuneration
 
Salary
£000
Benefits
£000
Pension
£000
Subtotal
£000
Annual 
 incentive (1)
£000 
LTIP (2)
£000 
Subtotal
£000
 
2012
£000
2011
£000
Stephen Hester
1,200
26
420
1,646
— 
— 
 
1,646
1,646
Bruce Van Saun (3)
750
134
408
1,292
980 
— 
980
 
2,272
2,119

Notes
(1)
Stephen Hester waived any annual incentive entitlement for the 2012 performance year. Bruce Van Saun has been awarded an annual incentive of £980,000 which will be granted as an award entirely in shares in March 2013 and will vest in March 2014 and 2015. For subsequent reporting years, the shares awarded to Bruce Van Saun will be detailed in the Deferred Awards table (see page 299). Further details of the performance assessment of the executive directors in 2012 is outlined on pages 242 and 243.
(2)
The nil value under the LTIP column reflects awards granted under the Medium-term Performance Plan and Executive Share Option Plan in 2009. The awards did not vest in 2012 as a result of the performance conditions not being met.
(3)
Bruce Van Saun resigned as a non-executive director of ConvergEx Holdings LLC during 2012 and received a pro rated fee of US$62,500 for 2012. Mr Van Saun was appointed as a non-executive director of Lloyd’s of London Franchise Board during 2012 for which he received a pro rated fee of £19,450. He is also a non-executive director of Direct Line Insurance Group plc , the fees for which are paid direct to the Group and is a non-executive director of Worldpay (Ship Midco Limited) for which no fees are payable. Mr Van Saun makes contributions towards his pension through a salary sacrifice arrangement to an Unfunded Unapproved Retirement Benefit Scheme, which operates on a defined contribution basis. The total contribution to the defined contribution arrangements amounted to £408,000 in 2012 (£403,000 in 2011). The rate of return on his accrued contributions is determined annually by the Committee to reflect a long-term low risk investment return on an unsecured basis. For 2012 this rate was 6.2% reflecting December 2011 CPI plus 2%.

Other directors' remuneration
   
Salary/
fees
£000
   
Benefits
£000
   
2012
Total
£000
   
2011
Total
£000
 
Chairman
                       
Philip Hampton
    750             750       750  


   
Board
fees
   
Board
Committee
fees
   
2012
Total
   
2011
Total
 
      £000       £000       £000       £000  
Non-executive directors
                               
Sandy Crombie
    150             150       150  
Alison Davis
    73       41       114       43  
Tony Di Iorio
    73       55       128       43  
Penny Hughes
    150             150       150  
Joe MacHale (1)
    73       60       133       133  
Brendan Nelson
    150             150       150  
Baroness Noakes
    73       51       124       43  
Art Ryan (2)
    73       20       93       95  
Philip Scott
    150             150       150  
                                 
Former non-executive director
                               
John McFarlane (3)
    18       8       26       103  

Notes:
(1)
Board Committee fee includes membership of the Asset Protection Scheme Senior Oversight Committee.
(2)
Art Ryan is a non-executive director of RBS Citizens Financial Group, Inc. for which he received fees of US$131,000 during 2012.
(3)
Retired from the Board with effect from 31 March 2012.

There have been no payments made for loss of office.
 
 
291

 

Directors’ remuneration report- Implementation Report continued
 

Executive directors’ annual incentive 2012 - assessment of performance outcome

Stephen Hester
Stephen Hester’s performance is measured against a number of strategic and business objectives. In the course of 2012, the Group’s priority has been to deliver a revised Strategic Plan, given the continued challenges in the external environment. Re-balancing the Group towards the retail and commercial business, whilst continuing to strengthen the balance sheet and reduce risks remained key. Targets for capital, short-term wholesale funding, liquidity reserves, leverage and loan:deposit ratio were all met ahead of schedule. Stephen Hester gave strong leadership to the Group’s focus on customers following a technology incident and to ongoing cultural change. Stephen Hester has waived any annual incentive entitlement for the 2012 performance year.

Core objectives
Targets for 2012
Progress in 2012
Strategic progress
Revise original Strategic Plan to respond to significant changes in the macro environment and outlook for wholesale banking. Deliver execution of revised strategy.
The continued challenges in the economic and regulatory environment prompted revision of the Group’s strategy, including a restructured wholesale business. The revised strategy continues to deliver on safety and soundness, whilst rebalancing the Group towards retail and commercial business and delivering economic returns for the Core Bank by the end of plan period. The revised strategy for the investment banking business was implemented successfully, with restructuring targets for 2012 broadly met. The Asset Protection Scheme was successfully exited in October; this was at the earliest opportunity post payment of the minimum fee.
Business delivery and financial performance
Lead delivery of overall performance, including measures relating to ROE, cost management, Core Tier 1 capital ratio, funding and risk profile, lending, EU mandated disposals and restructuring of the wholesale business.
Core ROE was stable at 10%, Retail and Commercial (ex Ulster) remained strong at 14%, and Markets improved to 10%. Operating profit for Core (£6.3 billion) and Group (£3.5 billion) were both ahead of budget. Core cost:income ratio was 59%, with Core Tier 1 ratio at 10.3%. Core bank business lending and home loans increased by £3 billion despite weak customer confidence. More than £58 billion loans and facilities were offered to UK businesses, of which over £30 billion was to SMEs; £16 billion of UK home loans were advanced, including £3 billion to first time buyers. The new Funding for Lending Scheme allowed RBS to cut interest rates on loans to small businesses and the cost of borrowing for first time homebuyers. Branch disposal did not proceed due to unexpected withdrawal of Santander; in contrast, Direct Line Insurance Group plc divestment successfully executed on time and with positive market reception.
Risk and control
Continue culture change across the Group including delivery of measures relating to wholesale funding reliance and liquidity reserves and leverage ratio. Deliver against agreed APS objectives.
All risk reduction quantitative measures were met or exceeded. The liquidity portfolio is ahead of target at £147 billion, while short-term wholesale funding was cut to £42 billion. The Group loan:deposit ratio improved to 100%, with Core loan:deposit ratio ahead of target at 90%. Leverage was on target at 15x. The new conduct risk framework was launched. As part of the response to the LIBOR findings and industry-wide challenges on behaviour and ethics, led the development of the Group’s purpose, vision and values to support cultural and behavioural change. Performance against agreed APS objectives secured exit from the Scheme.
Stakeholder management
Achievement of customer franchise measures, maintain strong and effective relationships with external stakeholders and continue progress on Treating Customers Fairly (TCF) actions.
Customer metrics were impacted by the technology incident in the second half of 2012 - although strong leadership and successful delivery of ‘no customer out of pocket’. Constructive engagement with regulators overall and specifically on LIBOR, conduct risk/cultural change, and the technology incident. Early engagement with the new Financial Conduct Authority. Continued positive feedback from key shareholders. Increased engagement with external stakeholders on how banks should behave in society and cultural change. Continued good progress to address risks identified by UK/US regulators relating to TCF.
People management
Ensure each division/function has high quality leadership teams, build out performance management, talent management and succession planning across the Group. Maintain effective employee engagement.
The Group Chief Executive continues to be widely acknowledged internally and externally as having provided strong leadership to the Group in extraordinary circumstances. People Plans in place with continual improvement on talent bench strength. Key replacement appointments made to Management Committee. Female executive representation increased to 19%. The Group’s ‘Your Feedback 2012’ survey results were stable on leadership and employee engagement in a challenging context. The Group’s purpose, vision and values will support improvements in employee engagement.
 
 
292

 
 
Bruce Van Saun
Bruce Van Saun’s performance is also measured against a number of strategic and business objectives. He continues to perform as a world class Group Finance Director, providing both a strong strategic contribution for the Group together with the broader finance contribution to the Group’s priority to strengthen the balance sheet and reduce risk. Group Treasury has facilitated a significant reduction in the Group’s reliance on short-term funding. Bruce Van Saun has displayed strong leadership on a number of key strategic projects, notably the Group’s successful divestment of Direct Line Group and exit from the Asset Protection Scheme at the earliest opportunity. He showed early commitment to taking forward the Group’s cultural change within Finance. The Committee recommended, and the Board (excluding executive directors) approved, that the Group Finance Director receive an award of 65% of the maximum allocation for the 2012 performance year, which equates to £980,000. The award will be made entirely in shares, vesting in two equal tranches on the first and second anniversary of the date of grant and subject to clawback provisions prior to vesting.

Core objectives
Targets for 2012
Progress in 2012
Strategic progress
Monitor and improve the Group and divisional strategic plans. Drive effective design and implementation of revised plan. Work with CEO on Group Strategy/M&A/APS.
Revised strategy agreed by the Board, with rigour of process acknowledged by Board and regulators. Continued challenge and good progress made on 2012 costs, capital resource usage, and targets for 2013 budgets. Strong leadership displayed on key strategic projects; APS exit at the earliest opportunity and with minimum fee payment.
Business delivery and financial performance
Ensure statutory, regulatory and management reporting is compliant with all external and internal standards. Continue to improve ‘best in class’ external reporting. Provide strong Group Finance Director role to the business through strategic planning, budgeting, forecasting and reporting. Ensure a robust capital and funding planning framework. Drive efficiency. Successful completion of EU mandated disposals.
Continued achievement of ‘best in class’ for external reporting within the UK market, with risk disclosures seen as setting the standard; significant improvements with internal reporting processes. Led the ‘safety and soundness’ agenda across the Group, beating targets. Continued strong contribution to de-risking strategy with significant reduction in short term funding reliance; all liquidity requirements met, in compliance with FSA requirements. Actively driving out costs through the creation and embedding of a sizeable cost management programme, as well as making significant progress in the transformation of the Finance function through changes to operating model, ways of working and systems solutions.
 
Direct Line Insurance Group plc divestment well received by investors and the market, and is widely viewed as a “textbook” execution due to the uptake and price behaviour; branch disposal did not proceed due to unexpected withdrawal of Santander. The DLG IPO is a particular credit to the Group Finance Director’s exceptional abilities and leadership.
Risk and control
Implementation of effective regulatory changes impacting capital, funding, liquidity. Improve quality of risk and financial data. Continue development of Internal Audit function. Deliver against agreed APS objectives.
More robust capital planning, recognising regulatory changes. Strong stewardship over the financial risk and control environment and good partnership working with risk function. Significant improvements in risk-weighted assets reporting and control, and in data quality through leadership of a number of key initiatives across the group. Effective response to the technology incident, giving strong leadership to the function. Internal Audit strategy and plan well received by Group Audit Committee. All APS objectives met.
Stakeholder management
Continue to develop effective external relationships, including investors, rating agencies and regulators.
Excellent contribution to external relations, articulating results with clarity and credibility. Successful engagement with equity and debt investors; good engagement with the new UK regulators, US regulators and ratings agencies. Significant success in achieving narrower funding and certificates of deposits spreads, and diversification of the debt investor base. Under the Group Finance Director’s leadership, RBS has effectively withstood a ratings downgrade of ‘one notch’, whilst other peers were downgraded by ‘two notches’. Effective working with the Group Audit Committee.
People management
Lead upgraded team and build positive culture. Contribute to overall Group management.
Key strategic hires for Group Internal Audit and Group Strategy positions working well; upgrades to their teams underway. Following LIBOR and other industry-wide challenges on ethical conduct behaviours, the Group’s purpose, vision and values were given early consideration by the Finance function to bring to life. Improved engagement within the Finance function as measured through the ‘Your Feedback 2012’ survey. Robust programmes for internal talent in place across all levels, as well as strong focus on initiatives in recognition, diversity and training & development.
 
 
293

 

Directors’ remuneration report- Implementation Report continued
 
 
Executive directors long-term incentive plan (LTIP) awards granted in 2009 and 2010 - assessment of performance outcome
Awards to executive directors under the Executive Share Option Plan and Medium-term Performance Plan in 2009 did not vest in 2012 as a result of the relative and absolute TSR measures not being met.
Awards to executive directors under the LTIP granted in 2010 are subject to improvements in economic profit, relative TSR and absolute TSR. These awards are due to be formally assessed by the Committee in May 2013 to determine the final level of vesting.

2010 LTIP

Performance measure
Weighting
Rationale
Vesting
Current assessment of performance
Economic profit
50%
Ensures that performance reflects enduring earnings for the Bank.
Maximum vesting of the economic profit measure will be triggered by early delivery of Core business profitability, well ahead of the range implied by the published Strategic Plan targets and also in excess of the cost of capital.
Analysis of economic profit outcome is currently under review and decision on vesting level will be taken before the awards vest in May 2013.
 
Relative TSR
25%
Ensure alignment with shareholders.
Threshold: 20% vesting if the Group’s TSR is at the median of the companies in the comparator group.
 
Maximum: 100% vesting if the Group’s TSR is at the upper quartile of the companies in the comparator group.
Pro-rata vesting in between these points.
 
Based on share price performance over the measurement period ending 31 December 2012, this element of the award will not vest.
Absolute TSR
25%
Ensure alignment with shareholders.
Threshold: 20% vesting if the Group’s share price reaches £5.75.
 
Maximum: 100% vesting if the Group’s share price reaches £7.75.
 
Pro-rata vesting in between these points.
 
Based on share price performance to date, the threshold targets have not yet been met.
 

 
294

 


Performance conditions for outstanding LTIP share awards granted in 2011 and 2012
The table below summarises the assessment of performance to date against the three year performance period. Each measure has the ability to deliver a number of shares worth up to 100% of salary. However, the number of shares that vest will be subject to an overall cap in value of 375% of salary for the 2011 awards and 300% of salary for the 2012 awards. Awards are due to vest in 2014 and 2015 respectively. An assessment of performance of each relevant element is provided by the control functions and an external firm assesses relative TSR performance. The Committee determines overall vesting based on these assessments including consideration of the drivers of performance and the context against which it was delivered. The assessment is analytical and if any discretion is used in the final assessment, it will be explained. The table below represents an early indication of potential vesting outcomes only.

Performance measure
Weighting
Rationale
Vesting
2011 LTIP
Current assessment of performance
2012 LTIP
Current assessment of performance
Core Bank economic profit
25%
Ensures that performance reflects risk adjusted enduring earnings for the Bank.
Threshold: 25% vesting for meeting minimum economic profit targets.
 
Maximum: 100% vesting for performance ahead of the Group’s Strategic Plan.
Continued difficult economic conditions have been experienced in a number of our key markets, however threshold targets could be met.
 
Performance broadly in line with expectations.
 
Relative TSR
25%
Ensure alignment with shareholders.
Threshold: 20% vesting if the Group’s TSR is at the median of the companies in the comparator group.
 
Maximum: 100% vesting if the Group’s TSR is at the upper quartile of the companies in the comparator group.
 
Pro-rata vesting in between these points.
Based on share price performance up to 31 December 2012, the threshold targets have not yet been met.
 
Based on share price performance up to 31 December 2012, the threshold targets have not yet been met.
 
Balance sheet & risk
25%
Ensure alignment with the advancement of the strategic position and capability of the organisation and the building of a sustainable business.
Vesting will be qualified by Group Performance and Remuneration Committee discretion. Indicative vesting levels are:
 
·      Over half of objectives not met: 0%;
 
·      Half of objectives met:
      25%;
 
·      Two-thirds of objectives met: 62.5%; and
 
·      Objectives met or exceeded in all material respects:
      100%.
Most targets have been met or exceeded. Strong performance on capital, leverage and funding measures, risk appetite embedded.
 
Good progress on brand franchises (e.g. ‘Helpful Banking’ in UK), sustainability and employee engagement measures. Further work needed on cost:income ratio.
Majority of performance targets hit, particularly those around securing confidence in safety and soundness and being within risk appetite. On track to achieve other objectives by end of 2014.
 
Despite some difficult reputational issues, progress being made against most customer, community and employee metrics. Core cost: income ratio remains challenging to achieve due to market-driven income pressures.
Strategic scorecard
25%

 
295

 

Directors’ remuneration report- Implementation Report continued

 
Total Shareholder Return performance
The graph below shows the performance of the company over the past five years in terms of TSR compared with that of the companies comprising the FTSE 100 Index. This index has been selected because it represents a cross-section of leading UK companies. The TSR for FTSE banks for the same period has been added for comparison. The TSR for the company and the indices have been rebased to 100 for 1 January 2008. The second graph shows the same performance of the company during 2012.
 
 
Implementation of the Group’s recovery plan started in January 2009 with the publication of the preliminary 2008 losses. The share price reached a closing low point of 10.3p per share (103p per share on a post share consolidation basis) on the news.

From January 2009 to 27 February 2013, the day the Group’s 2012 results announcement was approved, the Group’s share price has risen 237% which compares to 104% and 55% respectively for the FTSE banks index and the FTSE 100 index as a whole.
 

Total Shareholder Return – one year
RBS shares had a strong start and outperformed the market for the majority of the first half of the year partly due to a continuing reduction in size and de-risking of non-core helping to re-balance the balance sheet and the announced re-structuring of our investment bank. The Eurozone economies were in focus throughout the year in terms of concerns over their financial health and stability. Fiscal instability within peripheral Eurozone countries, particularly Spain and Greece, increased investor concerns on UK and European banks and their exposure to these countries. This impacted the RBS share price in line with other UK and European peers. Towards the end of the year sentiment on the Eurozone improved, with RBS shares outperforming the market.
 
 
 
296

 

Membership of the Group Performance and Remuneration Committee
All members of the Committee are independent non-executive directors. The Committee held nine meetings in 2012. The Chair and members of the Committee, together with their attendance at meetings, are shown below:
 
Attended / Scheduled
Penny Hughes (Chair)
9/9
Sandy Crombie
9/9
Alison Davis
9/9
John McFarlane (1)
2/2
Art Ryan (2)
4/5

Notes:
(1)
Stepped down as a member of the Committee on 31 March 2012.
(2)
Became a member of the Committee on 30 May 2012.

Advisers to the Group Performance and Remuneration Committee
The advisers are appointed independently by the Committee, which reviews its selection of advisers annually. The advisers are instructed by and report directly to the Committee. The Committee Chair oversees the fees for the advisers.

PricewaterhouseCoopers LLP (PwC) were appointed as the Committee’s remuneration advisers on 14 September 2010, and their appointment was reconfirmed by the Committee in June 2012 after an annual review of the quality of the advice received and fees charged. PwC are signatories to the voluntary code of conduct in relation to remuneration consulting in the UK.

PwC also provide professional services in the ordinary course of business including assurance, advisory, tax and legal advice to subsidiaries of the Group. The Committee Chair is notified of other work that is being undertaken by PwC and is satisfied that there are processes in place to ensure that the advice the Committee receives is independent.

As well as receiving advice from PwC during 2012, the Committee took account at meetings of the views of the Group Chairman, Group Chief Executive, Group Finance Director, Group Human Resources Director, Group Head of Reward, Group Secretary and the Group Chief Risk Officer.

Statement of Shareholding Voting
The table below sets out the voting by the Group’s shareholders on the resolutions to approve the report and accounts and remuneration policy at the AGM held in May 2012, including votes for / against / withheld.

Resolution 1
To approve the Report and Accounts for the year ended 31 December 2011.

For
Against
Withheld *
48,023,557,759
(99.68% of votes cast)
152,277,626
(0.32% of votes cast)
42,971,201

Resolution 2
To approve the Remuneration Report for the year ended 31 December 2011.
 
 
For
Against
Withheld *
47,690,076,126
(99.31% of votes cast)
332,996,089
(0.69% of votes cast)
195,464,478

* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of votes “For” and “Against” a resolution.

FSA Remuneration Code compliance
The Group has been fully compliant throughout 2012 with all aspects of the FSA Remuneration Code.

Shareholder dilution
During the ten year period to 31 December 2012, awards made that could require new issue shares under the company's share plans represented 3.9% of the company's issued ordinary share capital (including the B share capital), leaving an available dilution headroom of 6.1%. The company meets its employee share plan obligations through a combination of new issue shares and market purchase shares.

Directors’ shareholding requirements
During 2012, the Committee agreed that it would be appropriate to strengthen the shareholding requirements for executive directors and to introduce new shareholding requirements for members of the Group’s Executive Committee. The target shareholding level for the Group Chief Executive is 250% of salary and 125% of salary for other executive directors and members of the Group Executive Committee, in each case excluding any unvested share awards in the calculation. A period of five years is allowed in which to build up shareholdings to meet the required levels. To date, the executive directors have not sold any shares that they have received under the Group’s share plans, other than to meet tax liabilities on vesting.

 
297

 

Directors’ remuneration report- Implementation Report continued

Directors’ shareholdings
Directors’ interests in shares
   
31 December 2012
 
1 January 2012 
Shares beneficially owned or 
 at date of appointment, if later (1)
Shares
beneficially owned
% of issued
share capital
Value (2)
£ 
Chairman
       
Philip Hampton
27,630 
27,630
0.0046
89,659 
         
Executive director
       
Stephen Hester
541,135 
651,177
0.1073
2,113,069 
Bruce Van Saun
— 
118,680
0.0195
385,117 
         
Non-executive directors
       
Sandy Crombie
20,000 
20,000
0.0033
64,900 
Alison Davis
20,000 
20,000
0.0033
64,900 
Tony Di lorio (3)
30,000 
30,000
0.0049
97,350 
Penny Hughes (1)
562 
562
0.0001
1,824 
Joe MacHale
28,431 
28,431
0.0047
92,259 
Brendan Nelson
12,001 
12,001
0.0020
38,943 
Baroness Noakes
21,000 
21,000
0.0035
68,145 
Art Ryan
5,000 
5,000
0.0008
16,225 
Philip Scott
50,000 
50,000
0.0082
162,250 

Notes:
(1)
Share interests held at 1 January 2012 in the table above have been restated to reflect the sub-division and consolidation of ordinary shares which took effect in June 2012. The share interests of Penny Hughes have also been restated to reflect the notification to the company on 16 January 2013 of a transaction by a connected person which took place in March 2011.
(2)
Value is based on the share price at 31 December 2012, which was 324.5p. During the year ended 31 December 2012, the share price ranged from 196.6p to 325.0p.
(3)
Tony Di Iorio’s interests in the company’s shares are held in the form of American Depository Receipts (ADRs). Each ADR represents 2 ordinary shares of £1.00 each in the company. Tony Di Iorio has interests in 15,000 ADRs representing 30,000 ordinary shares.

No other current director had an interest in the company's ordinary shares during the year or held a non-beneficial interest in the shares of the company at 31 December 2012, at 1 January 2012 or date of appointment if later. The interests shown above include connected persons of the directors. As at 27 February 2013, there were no changes to the directors' interests in shares shown in the table above.

Directors’ interests under the Group’s share plans
The tables and explanatory notes below and on page 299 have been audited.

Long-Term Incentive Plan (LTIP)
No variation was made to any of the terms of the plan during the year. Awards to executive directors under the LTIP are subject to performance conditions and clawback provisions. The figures shown below have been adjusted to reflect the share sub-division and consolidation, which took effect in June 2012.

 
Awards held 
at 1 January 
2012 
 
Awards
granted
in 2012
Market 
price on 
award 
£ 
Awards 
vested in 
2012 
Market price 
 on vesting 
£ 
Awards held 
 at 31 December 
2012 
End of period 
for qualifying 
conditions to 
be fulfilled 
Stephen Hester
857,843 
(1)
 
4.90 
   
857,843 
14.05.13 
 
1,011,417 
   
4.45 
   
1,011,417 
07.03.14 
     
1,286,174
2.80 
   
1,286,174 
09.03.15 
 
1,869,260 
 
1,286,174
     
3,155,434 
 
                 
Bruce Van Saun
518,280 
(2)
 
4.90 
   
518,280 
14.05.13 
 
632,136 
   
4.45 
   
632,136 
07.03.14 
     
803,859
2.80 
   
803,859 
09.03.15 
 
1,150,416 
 
803,859
     
1,954,275 
 

Notes:
(1)
Stephen Hester has agreed to a voluntary holding period of two further years beyond the vesting date for the net post-tax number of vested shares in respect of at least one third of the award.
(2)
Bruce Van Saun has agreed to a voluntary holding period of two further years beyond the vesting date for the net post-tax number of vested shares for the amount over 300% of his salary.

Performance conditions for LTIP awards made in prior years
Summaries of the performance targets for each year and current assessment of performance can be found on pages 292 and 293. Full details of the performance conditions can also be found in the Report and Accounts for each year on www.rbs.com/annualreport.
 
 
298

 

 
Deferred awards
Awards are structured as conditional rights to receive shares under the RBS 2010 Deferral Plan and are subject to clawback. No variation has been made to any of the terms of the plan during the year. The figures shown below have been adjusted to reflect the share sub-division and consolidation, which took effect in June 2012.
 
 
Awards held 
at 1 January 
2012 
 
Awards 
granted 
in 2012 
 
Market 
price on 
award 
£ 
Awards 
vested in 
2012 
Market price 
on vesting 
£ 
Value on 
vesting 
£ 
Awards held 
 at 31 December 
2012 
End of period 
for qualifying 
conditions to 
be fulfilled 
Stephen Hester (1)
458,509 
(2)
   
4.45 
229,255 
2.62 
600,648 
229,254 
07.03.12 - 07.03.13 
                     
Bruce Van Saun
95,707 
(3)
   
3.79 
95,707 
2.35 
224,911 
— 
— 
 
303,088 
(2)
   
4.45 
151,544 
2.62 
397,045 
151,544 
07.03.12 - 07.03.13 
     
300,000 
(4)
2.80 
     
300,000 
09.03.13 - 09.03.14 
 
398,795 
 
300,000 
   
247,251 
 
621,956 
451,544 
 

Notes:
(1)
Stephen Hester previously waived his deferred award entitlement in respect of the 2009 and 2011 performance years and during 2012 he also waived any entitlement that might have been awarded for the 2012 performance year.
(2)
The awards granted on 7 March 2011 relate to an allocation of shares under the Share Bank arrangements for annual incentives in respect of the 2010 performance year. The awards will vest in two tranches with the final tranche due to vest on 7 March 2013 and any vested shares are subject to a further six month retention post-vesting. Mr Hester has voluntarily agreed to a total retention period of 12 months post-vesting.
(3)
The award was granted in March 2010 and relates to an allocation of shares in respect of annual incentives for the 2009 performance year.
(4)
The award granted on 9 March 2012 relates to an allocation of shares under the Share Bank arrangements for annual incentives in respect of the 2011 performance year. The award is due to vest in two equal tranches in March 2013 and March 2014 and any vested shares are subject to a further six month retention post-vesting.

Share options
The Executive Share Option Plan (ESOP) was approved by shareholders in April 2007. No further awards will be made under the ESOP as it has been replaced by the LTIP. The options below lapsed in 2012 as the performance conditions, based on a combination of relative and absolute TSR measures, were not met. The figures shown below have been adjusted to reflect the share sub-division and consolidation, which took effect in June 2012.

 
Options held 
at 1 January 
2012 
Number of options 
lapsed in 2012 
Option 
price 
£ 
Options held at
31 December 2012
Number 
Exercise period 
Stephen Hester
955,000 
955,000 
3.72 
— 
Bruce Van Saun
90,530 
90,530 
5.67 
— 

No options had their terms and conditions varied during the year ended 31 December 2012. No payment is required on the award of an option. The market price of the company's ordinary shares on 31 December 2012 was 324.5p and the range during the year ended 31 December 2012 was 196.6p to 325.0p.

Medium-Term Performance Plan (MPP)
The MPP was approved by shareholders in April 2001. No further awards will be made under the MPP as it has been replaced by the LTIP. No variation was made to any of the terms of the plan during the year. The awards below lapsed during 2012 as a result of the relative and absolute TSR measures not being met. The figures shown below have been adjusted to reflect the share sub-division and consolidation, which took effect in June 2012.

 
Scheme interests 
(share equivalents)
at 1 January 2012 
Market price 
on award 
£ 
Awards 
lapsed in 
2012 
Scheme interests 
(share equivalents)
 at 31 December 2012 
End of period for 
qualifying conditions 
to be fulfilled 
Stephen Hester
480,000 
3.72 
480,000 
— 
Bruce Van Saun
181,061 
5.67 
181,061 
— 

Restricted Share Award
No variation was made to any of the terms of the plan during the year and no awards were granted under the Restricted Share Plan in 2012. The figures shown below have been adjusted to reflect the share sub-division and consolidation, which took effect in June 2012.

 
Awards held 
at 1 January 
2012 
Market price 
on award 
£ 
Awards 
lapsed in 
2012 
Awards held at 
31 December 
2012 
End of period for 
qualifying conditions 
to be fulfilled 
Philip Hampton (1)
517,241 
2.90 
517,241 
— 
— 

Note:
(1)
Philip Hampton waived his right to the above award which was made in 2009 and due to vest in 2012 and therefore the award was lapsed.

Penny Hughes
Chair of the Group Performance and Remuneration Committee
27 February 2013
 
 
299

 

Other remuneration disclosures
 
 
Remuneration of executive directors and eight highest paid senior executives*
All figures shown below are in GBP. No sign-on or severance awards have been made during 2012 to any of the individuals detailed below.

 
Stephen 
Hester 
Bruce Van 
 Saun 
Executive 1 
Executive 2 
Executive 3 
Executive 4 
Executive 5 
Executive 6 
Executive 7 
Executive 8 
 
£000 
£000 
£000 
£000 
£000 
£000 
£000 
£000 
£000 
£000 
Fixed remuneration
1,200 
750 
1,735 
775 
700 
421 
311 
775 
394 
650 
Variable remuneration (cash)
— 
— 
— 
— 
Variable remuneration
  (shares subject to retention)
— 
— 
410 
280 
158 
101 
116 
— 
105 
— 
Deferred variable
  remuneration (bond)
— 
— 
1,023 
698 
393 
252 
289 
— 
173 
— 
Deferred variable remuneration
  (shares subject to retention)
— 
980 
615 
420 
237 
152 
174 
— 
70 
— 
Total variable remuneration (1)
— 
980 
2,050 
1,400 
790 
507 
581 
— 
350 
— 
Total remuneration
1,200 
1,730 
3,785 
2,175 
1,490 
928 
892 
775 
744 
650 
                     
Long Term Incentive Awards
  (subject to future performance) (2)
1,620 
1,013 
994 
1,125 
675 
969 
— 
270 
— 

* Members of Group Executive Committee plus Group HR Director

Notes:
(1)
Differs to 2011 disclosure with exclusion of prior year Long Term Incentive Awards which vested during 2012.
(2)
The Long Term Incentive Award (subject to future performance) is made following the end of the 2012 financial year. The amounts shown reflect an approximate notional value, verified by external advisers. The actual value of the award which will vest in 2016 will be dependent on actual performance and share price.

LIBOR
On 6 February 2013, RBS made an announcement regarding the investigations conducted in relation to attempts to manipulate LIBOR and the settlements reached with the FSA and US authorities. The investigations uncovered wrongdoing on the part of 21 employees, predominantly in relation to the setting of the bank’s Yen and Swiss Franc LIBOR submissions in the period October 2006 to November 2010.

The RBS Board has acknowledged that there were serious shortcomings in our risk and control systems, and also in the integrity of a small group of our employees, and has taken action to ensure full and proper accountability:

·
All 21 wrongdoers referred to in the regulatory findings have left the organisation or been subject to disciplinary action.

·
Individuals found culpable have left the bank with no 2012 variable compensation awards and full clawback of any outstanding past variable compensation applied.

·
Supervisors with accountability for the business but no knowledge or involvement in the wrongdoing have received zero variable compensation awards for 2012 and a range of clawback from prior years depending on specific findings.

·
Reduction of variable compensation awards and long-term incentive awards and prior year clawback has been made across RBS and particularly in the Markets division to account for the reputational damage of these events and the risk of additional outstanding legal and regulatory action.

The actions we have taken reinforce the messages we are sending on how seriously the Board takes integrity and risk and control issues. The impact of such issues on our shareholders and wider stakeholders extends beyond those directly involved in LIBOR, so it is appropriate that remuneration actions have a Group-wide impact.

The cumulative impact of the Board’s actions is a deduction from employee incentive pay of over £300 million, with the Markets division bearing the greatest cost. A breakdown of how this figure has been reached is set out below:

 
£m  
Variable compensation award reduction
110 
Long term incentive award reduction
30 
Clawback of prior year awards (including LTIP)
112 
Committed future reduction 2013/2014
50 
Total
302 

 
300

 

FSA Remuneration Disclosure
These disclosures are in accordance with the FSA’s Handbook for banks, building societies and investment firms (BIPRU) 11.5.18 (6) and (7).

1. Aggregate remuneration expenditure
During the year, there were 368 Code Staff. Aggregate remuneration expenditure was as follows:

Markets
£m 
Rest of RBS Group
£m
97.0
161.0

2. Amounts and form of fixed and variable remuneration

Fixed Remuneration
Consisted of salaries, pensions and benefits paid during the year.

Senior management
£m
Others
£m
60.3
51.9

Variable remuneration for 2012 performance
Consisted of deferred awards payable over a three year period. Cash awards were limited to a maximum of £2,000 per employee.

Form of remuneration
Senior
management
£m
Others
£m
Variable remuneration (cash)
0.3
0.3
Variable remuneration (shares subject
  to retention)
11.3
17.4
Deferred remuneration (bonds)
23.6
38.4
Deferred remuneration (shares)
11.3
19.8

 
0% of total variable remuneration was subject to a guaranteed commitment made on recruitment
 
to secure the employment of key individuals.


Long term incentives
Long term incentive awards made each year are paid three years after the date of award based on the extent to which performance conditions are met, and can result in zero payment if performance is not at the threshold level.

Senior management
£m
Others
£m
17.5
6.1

3. Outstanding deferred remuneration through 2012
The table below includes deferred remuneration awarded or paid out in 2012. Deferred remuneration reduced during the year relates to long term incentives lapsing when performance conditions are not met, long term incentives and deferred awards forfeited on leaving, options lapsing and clawback of prior year deferred awards and long term incentives.

Category of deferred remuneration
Senior
management
£m
 
Others
£m
Unvested from prior year
121.0
213.6
Awarded during the financial year
53.6
77.9
Paid out
41.0
111.8
Reduced from prior years
19.1
45.6
Unvested at year end
114.5
134.1

4. Sign-on and severance payments
No sign-on or severance payments were made to Code Staff during the year.

Notes on the presentation of remuneration
In the relevant tables above, assumptions have been made for the notional value of long term incentives (verified by external advisors) and, forfeitures through resignation for deferred awards.

 
301

 

Compliance report

 
Statement of compliance
The company is committed to high standards of corporate governance, business integrity and professionalism in all its activities.

Throughout the year ended 31 December 2012, the company has complied with all of the provisions of the UK Corporate Governance Code issued by the Financial Reporting Council dated June 2010 (the “Code”) except in relation to provision (D.2.2) that the Group Performance and Remuneration Committee should have delegated responsibility for setting remuneration for the Chairman and executive directors. The company considers that this is a matter which should rightly be reserved for the Board and this is an approach the company has adopted for a number of years. Remuneration for the Chairman and executive directors is first considered by the Group Performance and Remuneration Committee which then makes recommendations to the Board for consideration. This approach allows all non-executive directors, and not just those who are members of the Group Performance and Remuneration Committee, to participate in decisions on the executive directors’ and the Chairman’s remuneration and also allows the executive directors to input to the decision on the Chairman’s remuneration. The Board believes this approach is very much in line with the spirit of the Code and no director is involved in decisions regarding his or her own remuneration. We do not anticipate any changes to our approach on this aspect of the Code. Information on how the company has applied the main principles of the Code can be found in the Corporate governance report on pages 253 to 301. The company has also complied early with a number of the new provisions included in the new edition of the UK Corporate Governance Code issued by the Financial Reporting Council dated September 2012 (the “2012 Code”). A copy of both the Code and the 2012 Code can be found at www.frc.org.uk

The company has also implemented the recommendations arising from the Walker Review. The company has also complied in all material respects with the Financial Reporting Council Guidance on Audit Committees issued in September 2012.

Under the US Sarbanes-Oxley Act of 2002, specific standards of corporate governance and business and financial disclosures apply to companies with securities registered in the US. The company complies with all applicable sections of the US Sarbanes-Oxley Act of 2002.

Internal Control
Management of The Royal Bank of Scotland Group (“the Group”) is responsible for the Group’s system of internal control that is designed to facilitate effective and efficient operations and to ensure the quality of internal and external reporting and compliance with applicable laws and regulations. In devising internal controls, the Group has regard to the nature and extent of the risk, the likelihood of it crystallising and the cost of controls. A system of internal control is designed to manage, but not eliminate, the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against the risk of material misstatement, fraud or losses.

Management’s Report on Internal Control over Financial Reporting
Management of the Group is responsible for establishing and maintaining adequate internal control over financial reporting for the Group.

The Group’s internal control over financial reporting is a component of an overall system of internal control. The Group’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the preparation, reliability and fair presentation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”) and it includes:

·
Policies and procedures that relate to the maintenance of records that, in reasonable detail, fairly and accurately reflect the transactions and disposition of assets.

·
Controls providing reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS, and that receipts and expenditures are being made only as authorised by management.

·
Controls providing reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Management assessed the effectiveness of the Group’s internal control over financial reporting as of 31 December 2012 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control – Integrated Framework”.

Based on its assessment, management believes that, as of 31 December 2012, the Group’s internal control over financial reporting is effective.

The effectiveness of the Group’s internal control over financial reporting as of 31 December 2012 has been audited by Deloitte LLP, the Group’s independent registered public accounting firm. The report of the independent registered public accounting firm to the directors of the Royal Bank of Scotland Group plc expresses an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting as of 31 December 2012.
 
 
302

 

 
Report of Independent Registered Public Accounting Firm to the members of The Royal Bank of Scotland Group plc
We have audited the internal control over financial reporting of The Royal Bank of Scotland Group plc and subsidiaries (‘’the Group”) as of  December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Group’s management is responsible for maintaining effective internal control over financial reporting and for assessing its effectiveness as described in Management’s Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on the Group's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk of whether a material weakness existed, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as at and for the year ended 31 December 2012 of the Group and our report dated 27 February 2013 (27 March 2013 as to the consolidating financial information included in Note 43 of the financial statements) expressed an unqualified opinion on those financial statements.



/s/ Deloitte LLP
London, United Kingdom
27 February 2013
 
 
303

 

Compliance report continued


Disclosure controls and procedures
Management, including our Chief Executive Officer and our Group Finance Director, conducted an evaluation of the effectiveness and design of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)). Based on this evaluation, our Chief Executive Officer and our Group Finance Director concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Changes in internal control
There was no change in the company's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

The New York Stock Exchange
As a foreign issuer with American Depository Shares representing ordinary shares, preference shares and debt securities listed on the New York Stock Exchange (the “NYSE”), the company must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under the NYSE corporate governance listing standards. In addition, the company must comply fully with the provisions of the listing standards that relate to the composition, responsibilities and operation of Audit Committees. These provisions incorporate the relevant rules concerning audit committees of the Exchange Act.

The company has reviewed its corporate governance arrangements and is satisfied that these are consistent with the NYSE’s corporate governance listing practices, with the exception that the Chairman of the Board is also the Chairman of the Group Nominations Committee, which is permitted under the Code (since the Chairman was considered independent on appointment). The company’s Group Audit, Board Risk, Group Performance and Remuneration, Group Sustainability and Group Nominations Committees are otherwise composed solely of non-executive directors deemed by the Group Board to be independent. The NYSE corporate governance listing standards also require that a compensation committee has direct responsibility to review and approve the Group Chief Executive’s remuneration.

As stated at the start of this Compliance report, in the case of the company, the Group Board, rather than the Group Performance and Remuneration Committee, reserves the authority to make the final determination of the remuneration of the Group Chief Executive.

The Group Audit Committee complies with the provisions of the NYSE corporate governance listing standards that relate to the composition, responsibilities and operation of audit committees. In March 2012, the company submitted its required annual written affirmation to the NYSE confirming its full compliance with those and other applicable provisions. More detailed information about the Group Audit Committee and its work during 2012 is set out in the Group Audit Committee report on pages 268 to 374.

This Compliance report forms part of the Corporate governance report and the Report of the directors.


 
304

 

Report of the directors

The directors present their report together with the audited accounts for the year ended 31 December 2012.

Group structure
The company is a holding company owning the entire issued ordinary share capital of The Royal Bank of Scotland plc, the principal direct operating subsidiary undertaking of the company. The Group comprises the company and all its subsidiary and associated undertakings, including the Royal Bank and NatWest.

Following placing and open offers in December 2008 and in April 2009, HM Treasury (HMT) owned approximately 70.3% of the enlarged ordinary share capital of the company. In December 2009, the company issued a further £25.5 billion of new capital to HMT. This new capital took the form of B shares, which do not generally carry voting rights at general meetings of ordinary shareholders but are convertible into ordinary shares and qualify as Core Tier 1 capital.

At 31 December 2012, HMT’s holding in the company’s ordinary shares had reduced to 65.3% as a consequence of share issues during the year.

Results and dividends
The loss attributable to the ordinary and B shareholders of the company for the year ended 31 December 2012 amounted to £5,971 million compared with a loss of £1,997 million for the year ended 31 December 2011, as set out in the consolidated income statement on page 313.

The company did not pay a dividend on ordinary shares in 2011 or 2012.

On 26 November 2009, RBS entered into a State Aid Commitment Deed with HM Treasury containing commitments and undertakings that were designed to ensure that HM Treasury was able to comply with the commitments to be given by it to the European Commission for the purposes of obtaining approval for the State aid provided to RBS. As part of these commitments and undertakings, RBS agreed not to pay discretionary coupons and dividends on its existing hybrid capital instruments for a period of two years. This period commenced on 30 April 2010 for RBS Group instruments and ended on 30 April 2012; the two year deferral period for RBS Holdings N.V. instruments commenced on 1 April 2011.

On 4 May 2012, RBS determined that it was in a position to recommence payments on RBS Group instruments. The Core Tier 1 capital impact of discretionary amounts payable in 2012 on RBSG instruments on which payments have previously been stopped is c.£330 million. The Board of RBSG decided to neutralise any impact on Core Tier 1 capital through equity issuance. Approximately 65% of this is ascribed to equity funding of employee incentive awards through the sale of surplus shares held by the Group’s Employee Benefit Trust, which was completed in June 2012. The remaining 35% was raised through the issue of new ordinary shares which was completed in September 2012.

Discretionary dividends on certain non-cumulative preference shares and discretionary distributions on certain RBSG innovative securities payable after 4 May 2012 have been paid. Future coupons and dividends on RBSG hybrid capital instruments will only be paid subject to, and in accordance with, the terms of the relevant instruments.

Business review
Activities
The Group is engaged principally in providing a wide range of banking, insurance and other financial services. Further details of the organisational structure and business overview of the Group, including the products and services provided by each of its divisions and the competitive markets in which they operate, are contained in the Business review on pages 5 and 6.

Risk factors
The Group’s future performance and results could be materially different from expected results depending on the outcome of certain potential risks and uncertainties. Certain risk factors the Group faces are summarised on page 8. Fuller details of these and other risk factors are set out on pages 459 to 471.

The reported results of the Group are also sensitive to the accounting policies, assumptions and estimates that underlie the preparation of its financial statements. Details of the Group’s critical accounting policies and key sources of accounting judgments are included in Accounting policies on pages 320 to 331.

The Group’s approach to risk management, including its financial risk management objectives and policies and information on the Group’s exposure to price, credit, liquidity and cash flow risk, is discussed in the Risk and balance sheet management section of the Business review on pages 66 to 239.

Financial performance
A review of the Group's performance during the year ended 31 December 2012, including details of each division, and the Group's financial position as at that date is contained in the Business review on pages 26 to 58.

RBS Holdings N.V. (formerly ABN AMRO Holding N.V.)
In 2007, RFS Holdings B.V., which was jointly owned by the Group, the Dutch State (successor to Fortis) and Santander (together, the “Consortium Members”) completed the acquisition of ABN AMRO Holding N.V.

On 1 April 2010, the businesses acquired by the Dutch State were transferred to ABN AMRO Group N.V., itself owned by the Dutch State. In connection with the transfer ABN AMRO Holding N.V. was renamed RBS Holdings N.V. and its banking subsidiary was renamed The Royal Bank of Scotland N.V. (“RBS N.V.”). Certain assets of RBS N.V. continue to be shared by the Consortium Members.

In October 2011, the Group completed the transfer of a substantial part of the UK activities of RBS N.V. to the Royal Bank pursuant to Part VII of the UK Financial Services and Markets Act 2000. Substantially all of the Netherlands and EMEA businesses were transferred in September 2012. Further transfers are expected to take place during 2013 but are subject to certain authorisations including regulatory approval where necessary. The Group now anticipates that the transfers in China will be completed at a later date.

Approximately 98% of the issued share capital of RFS Holdings B.V. is held by the Group.

 
305

 
 
Report of the directorscontinued
 

Business divestments
To comply with the European Commission State aid requirements the Group agreed a series of restructuring measures to be implemented over a four year period from December 2009. These measures supplement the Strategic Plan previously announced by the Group. These include the divestment of Direct Line Insurance Group plc, the sale of 80.01% of the Group’s Global Merchant Services business (completed in 2010) and the sale of substantially all of the RBS Sempra Commodities joint venture business (largely completed in 2010), as well as the divestment of the RBS branch-based business in England and Wales and the NatWest branches in Scotland, along with the direct SME customers across the UK.

In 2010, the Group reached agreement with Santander UK plc (‘Santander’) on the sale of certain UK branch-based businesses broadly comprising the RBS branch-based business in England and Wales, and the NatWest branch-based business in Scotland, along with certain SME and corporate activities across the UK. However, in October 2012, the Group announced Santander’s decision to pull out of the agreement. RBS is continuing to work to fulfil its obligations to divest these businesses.

Also in October 2012, the Group sold 34.7% of its interest in Direct Line Insurance Group plc through an initial public offering. This is the first step in meeting the requirement to cede control by the end of 2013 and complete full divestment by the end of 2014.

Employees
As at 31 December 2012, the Group employed 137,200 employees (full-time equivalent basis) throughout the world. Details of employee related costs are included in Note 3 on the consolidated accounts.

The Group operates certain employee share plans in which eligible employees are able to participate and which align the interests of employees with those of shareholders.

Employee learning and development
The Group maintains a strong commitment to providing all its employees with the opportunity to grow through learning and development, which in turn helps to achieve business objectives and drive excellent customer service. Supporting the professionalisation of our front line staff, this year more than 6,000 of our customer facing employees participated in accredited development programmes. This helps our employees deliver the best service to our customers whilst working towards a recognised professional standard.


Employee communication
Employee engagement is encouraged through a range of communication channels, at both divisional and Group level. These channels provide access to news and information in a number of ways, including the intranet, magazines, video, team meetings led by line managers, briefings held by senior managers and regular dialogue with employees and employee representatives.

The Group Chief Executive and other senior Group executives regularly communicate with, and encourage feedback from, employees across a range of channels.

Employee feedback
Every year since 1999, through the Your Feedback survey, employees in all our businesses have shared their thoughts about what it’s like working for RBS. These insights inform what the Group needs to do to improve the way it works, whether it’s a local issue or something that affects everyone. Apart from an opportunity to listen to employees, the survey also enables the Group to monitor levels of employee satisfaction and engagement and how these compare with other companies.

Employee consultation
The Group recognises employee representative organisations such as trade unions and work councils in a number of businesses and countries.

The Group has a European Employee Council that provides elected representatives with an opportunity to understand better the Group’s European operations.

Diversity and inclusion
During 2012, the Group executive renewed its commitment to making workplace policies, processes and experiences inclusive for staff, customers and stakeholders. In support of this, Group HR has set inclusion within its top priorities for 2013.

Inclusion is built into various policy areas and people management processes. For example; the Group continues to support disabled people ensuring they have equal opportunities in recruitment, employment, promotion and training.

The Group also supports employee led networks such as Focused Women and Rainbow who provide personal and career development opportunities through networking and training events.

This commitment to inclusion extends to supporting and participating in positive action programmes outside of the Group aimed at cultivating future leaders including ‘An Inspirational Journey’, the FTSE-100 cross-company mentoring and Glass Ladder programmes. The Group continues to maintain its involvement with external charitable networks and events such as Manchester Pride.

 
306

 
 
This approach to inclusion extends to the marketplace with the RBS Women in Business specialists supporting and guiding more and more women to take the step of starting their own business.

Performance is monitored and reviewed at Group and divisional level and RBS remains supportive of the recommendations of Lord Davies’ Report. There are currently three female directors on the Board out of a total of 12, which meets Lord Davies’ aspirational target of 25 per cent female Board representation. As at 31 December 2012, 19 per cent of executives in the Group and 55 per cent of employees were female.

Further details on the Board diversity policy can be found at www.rbs.com

This year the Group has been recognised for its work on Equality, Diversity and Inclusion by retaining our Gold standard ranking from Opportunity Now (gender), achieving Silver for Race for Opportunity (race), attaining the Top Employers award for employee engagement from workingmums.co.uk as well as securing a position in the Working Families Top 10.

Safety, health and wellbeing
Ensuring the safety, health and wellbeing of employees and customers is an important responsibility for the Group.

The Group is committed to ensuring legal compliance and managing health and safety risks. During 2012, increased focus on leadership, governance and the effectiveness of controls delivered improvements in health and safety performance.

A wide range of health benefits and services are in place to help employees maintain good physical and psychological health, and support them if they do become unwell. A number of these services have been enhanced and promoted in response to the impact of the economic environment. For example, in 2012 we launched an online toolkit which provides easy access to a range of resources, provided through our Employee Assistance Programme, to help employees deal with stress, build resilience and manage personal finances.

Pre-employment screening
The Group has a comprehensive pre-employment screening process to guard against possible infiltration and employee-related fraud for all direct and non-direct staff engaged on Group business.

Code of conduct
The code of conduct applies to everyone who works for RBS. It promotes honest and ethical conduct, including the handling of actual or apparent conflicts of interest between personal and professional relationships. The Group recognises that personal conduct, business integrity and the Group’s security are crucial, and the code of conduct serves to inform those who work for the Group of its expectations of their behaviour and practices.

The code of conduct is available on the Group’s website www.rbs.com and will also be provided to any person without charge, upon request, by contacting RBS Secretariat at the telephone number listed on page 505.

Sustainability
The long term success of the Group relies on being safe, strong and sustainable. This underpins everything that RBS does and enables the Group to play a central role within society that enables people to run their daily lives and businesses. This, in turn, supports economic growth and brings wider benefits to society. There are further opportunities for the Group to build on this and explore ways in which we can create additional value for all stakeholder groups.

Sustainability is therefore not just about the many responsibilities and obligations that the Group has in a legal sense, but is about broad issues that need to be addressed to ensure that the Group is a healthy and respected business operating on a sustainable basis.

Sustainability is central to the way the Group is managed. The Group Sustainability Committee is responsible for overseeing and challenging how management is addressing sustainability and reputation issues relating to all stakeholder groups and reports to the Board. For more information on the Committee, see page 266.

Going concern
The Group’s business activities and financial position, the factors likely to affect its future development and performance and its objectives and policies in managing the financial risks to which it is exposed and its capital are discussed in the Business review. The risk factors which could materially affect the Group’s future results are set out on pages 459 to 471. The Group’s regulatory capital resources and significant developments in 2012 and anticipated future developments are detailed on pages 87 to 95. The liquidity and funding section on pages 96 to 115, describes the Group’s funding and liquidity profile, including changes in key metrics, the build up of liquidity reserves and the outlook for 2013.

Having reviewed the Group’s forecasts, projections and other relevant evidence, the directors have a reasonable expectation that the Group and the company will continue in operational existence for the foreseeable future. Accordingly, the financial statements of the Group and of the company have been prepared on a going concern basis.

BBA disclosure code
In September 2010, the British Bankers’ Association published its Code for Financial Reporting Disclosure. The code sets out five disclosure principles together with supporting guidance. The principles are that the Group and other major UK banks will provide high quality, meaningful and decision-useful disclosures; review and enhance their financial instrument disclosures for key areas of interest to market participants; assess the applicability and relevance of good practice recommendations to their disclosures acknowledging the importance of such guidance; seek to enhance the comparability of financial statement disclosures across the UK banking sector; and clearly differentiate in their annual reports between information that is audited and information that is unaudited. The Group’s 2012 financial statements have been prepared in compliance with the code’s principles.

 
307

 

Report of the directors continued


Corporate governance
The company is committed to high standards of corporate governance. Details are given in the Corporate governance report on pages 253 to 301. The Corporate governance report and compliance report (page 302 to 304) form part of this Report of the directors.

Share capital
Details of the ordinary and preference share capital at 31 December 2012 and movements during the year are shown in Note 26 on the consolidated accounts.

Following approval at the Group’s Annual General Meeting on 30 May 2012, the sub-division and consolidation of the Group’s ordinary shares on a one-for-ten basis took effect on 6 June 2012. The nominal value of the ordinary shares was amended to £1. The sub-division and consolidation of the Group’s ordinary shares resulted in the creation of 59,554,319,127 deferred shares of 15p each, which were cancelled on 6 June 2012.

In 2012, the company issued 326 million ordinary shares of 25p each prior to the sub-division and consolidation and 62 million ordinary shares of £1 each following the sub-division and consolidation, in connection with employee share schemes.

On 10 September 2012, the Company announced the allotment and issue of 52,661,227 new ordinary shares of £1 each with an aggregate nominal value of £52,661,227 for the purpose of ensuring 2012 coupon payments on discretionary hybrid capital securities were neutralised from a Core Tier 1 capital perspective. The shares were allotted to UBS AG at a subscription price of 227.87 pence per share determined by reference to the average market price during the period in which the shares were sold in the market following the Company’s interim results on 3 August 2012. The gross proceeds of the issue were £120 million. The share price at close of business on 10 September 2012 was 253 pence per share.

Additional information
Where not provided elsewhere in the Report of the directors, the following additional information is required to be disclosed by Part 6 of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

The rights and obligations attaching to the company’s ordinary shares and preference shares are set out in the company’s Articles of Association, copies of which can be obtained from Companies House in the UK or can be found on the Group’s website www.rbs.com

On a show of hands at a general meeting of the company every holder of ordinary shares and cumulative preference shares present in person or by proxy and entitled to vote shall have one vote. On a poll, every holder of ordinary shares or cumulative preference shares present in person or by proxy and entitled to vote shall have four votes for every share held. The notices of Annual General Meetings and General Meetings specify the deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be passed at the meeting.

The cumulative preference shares represent less than 0.015% and the non-cumulative preference shares represent less than 0.675% of the total voting rights of the company respectively, the remainder being represented by the ordinary shares.

There are no restrictions on the transfer of ordinary shares in the company other than certain restrictions which may from time to time be imposed by laws and regulations (for example, insider trading laws). Pursuant to the Listing Rules of the FSA, certain employees of the company require the approval of the company to deal in the company’s shares.

The rules governing the powers of directors, including in relation to issuing or buying back shares and their appointment are set out in the company’s Articles of Association. It will be proposed at the 2013 Annual General Meeting that the directors be granted authorities to allot shares under the Companies Act 2006. The company’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders.

A number of the company’s share plans include restrictions on transfers of shares while shares are subject to the plans or the terms under which the shares were awarded.

The rights and obligations of holders of non-cumulative preference shares are set out in Note 26 on the consolidated accounts.

Except in relation to the Dividend Access Share, the company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. There are no persons holding securities carrying special rights with regard to control of the company.

Under the rules of certain employee share plans, eligible employees are entitled to acquire shares in the company, and shares are held in trust for participants by The Royal Bank and Ulster Bank Dublin Trust Company as Trustees. Voting rights are exercised by the Trustees on receipt of participants’ instructions. If a participant does not submit an instruction to the Trustee no vote is registered.

The Royal Bank of Scotland plc 1992 Employee Share Trust, The Royal Bank of Scotland Group plc 2001 Employee Share Trust and The Royal Bank of Scotland Group plc 2007 US Employee Share Trust hold shares on behalf of the Group’s employee share plans. The voting rights are exercisable by the Trustees, however, in accordance with investor protection guidelines, the Trustees abstain from voting. The Trustees would take independent advice before accepting any offer in respect of their shareholdings for the company in a takeover bid situation.

Awards granted under the company’s employee share plans may be met through a combination of newly issued shares and shares acquired in the market by the company’s employee benefit trusts.

A change of control of the company following a takeover bid may cause a number of agreements to which the company is party to take effect, alter or terminate. All of the company’s employee share plans contain provisions relating to a change of control. Outstanding awards and options may vest and become exercisable on change of control, subject where appropriate to the satisfaction of any performance conditions at that time and pro-rating of awards. In the context of the company as a whole, these agreements are not considered to be significant.
 
 
308

 

 
Directors
The names and brief biographical details of the current directors are shown on pages 257 to 260.

All of the current directors served throughout the year and to the date of signing of the financial statements.

John McFarlane stepped down from the Board on 31 March 2012.

All directors of the company are required to stand for re-election annually by shareholders at the Annual General Meeting.

Directors’ interests
The interests of the directors in the shares of the company at 31 December 2012 are shown on page 298. None of the directors held an interest in the loan capital of the company or in the shares or loan capital of any of the subsidiary undertakings of the company, during the period from 1 January 2012 to 27 February 2013.

Directors’ indemnities
In terms of section 236 of the Companies Act 2006 (the “Companies Act”), Qualifying Third Party Indemnity Provisions have been issued by the company to directors, members of the Group’s Executive and Management Committees and FSA Approved Persons.

In terms of section 236 of the Companies Act, Qualifying Pension Scheme Indemnity Provisions have been issued to all trustees of the Group’s pension schemes.

Post balance sheet events
There have been no significant events between the year end and the date of approval of these accounts which would require a change to or disclosure in the accounts.

Shareholdings
The table below shows shareholders that have notified the Group that they hold more than 3% of the total voting rights of the company at 31 December 2012.
 
Solicitor For The Affairs of Her Majesty’s Treasury as Nominee for Her Majesty’s Treasury
Number of shares
(millions)
% of share class held
 
% of total voting rights held
Ordinary shares
3,964 
65.3
64.9
B shares (non-voting)
51,000 
100.0

On 1 February 2013, the Group was notified that Her Majesty’s Treasury’s shareholding of ordinary shares represented 65.28% of the total voting rights. The increase was as a result of a change in the total voting rights.

Charitable contributions
In 2012, the Group’s overall community contribution was £57.3 million (2011 - £72.0 million). The total amount given for charitable purposes by the company and its subsidiary undertakings during the year ended 31 December 2012 was £25.8 million (2011 - £39.1 million).

To ensure it makes its community investments as effective as possible, the Group’s policy is to focus its resources on a small number of substantial strategic programmes. These are issues most relevant to a financial institution and relate broadly to financial education, supporting enterprise and microfinance and the charitable endeavours of employees.
 
Political donations
At the Annual General Meeting in 2012, shareholders gave authority under Part 14 of the Companies Act, for a period of one year, for the company (and its subsidiaries) to make political donations and incur political expenditure up to a maximum aggregate sum of £100,000. This authorisation was taken as a precaution only, as the company has a longstanding policy of not making political donations or incurring political expenditure within the ordinary meaning of those words. During 2012, the Group made no political donations, nor incurred any political expenditure in the UK or EU and it is not proposed that the Group’s longstanding policy of not making contributions to any political party be changed. Shareholders will be asked to renew this authorisation at the Annual General Meeting in 2013.

Policy and practice on payment of creditors
The Group is committed to maintaining a sound commercial relationship with its suppliers. Consequently, it is the Group’s policy to negotiate and agree terms and conditions with its suppliers, which include the giving of an undertaking to pay suppliers within 30 days of receipt of a correctly prepared invoice submitted in accordance with the terms of the contract or such other payment period as may be agreed.

At 31 December 2012, the Group’s trade creditors represented 25 days (2011 - 27 days) of amounts invoiced by suppliers.

Directors’ disclosure to auditors
Each of the directors at the date of approval of this report confirms that:

(a) so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

(b) the director has taken all the steps that he/she ought to have taken as a director to make himself/herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act.

Auditors
The auditors, Deloitte LLP, have indicated their willingness to continue in office. A resolution to re-appoint Deloitte LLP as the company’s auditors will be proposed at the forthcoming Annual General Meeting.

By order of the Board


Aileen Taylor
Secretary
27 February 2013

The Royal Bank of Scotland Group plc
is registered in Scotland No. SC45551
 
 
309

 
 
Statement of directors’ responsibilities

The directors are responsible for the preparation of the Annual Report and Accounts.

The directors are required by Article 4 of the IAS Regulation (European Commission Regulation No 1606/2002) to prepare Group accounts, and as permitted by the Companies Act 2006 have elected to prepare company accounts, for each financial year in accordance with International Financial Reporting Standards as adopted by the European Union. They are responsible for preparing accounts that present fairly the financial position, financial performance and cash flows of the Group and the company. In preparing those accounts, the directors are required to:

·
select suitable accounting policies and then apply them consistently;

·
make judgements and estimates that are reasonable and prudent; and

·
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the Annual Report and Accounts complies with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.




By order of the Board


Aileen Taylor
Secretary
27 February 2013


We, the directors listed below, confirm that to the best of our knowledge:

·
the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

·
the Business review, which is incorporated into the Directors' report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.


By order of the Board


Philip Hampton
Stephen Hester
Bruce Van Saun
Chairman
Group Chief Executive
Group Finance Director

27 February 2013


Board of directors

Chairman
Executive directors
Non-executive directors
Philip Hampton
Stephen Hester
Bruce Van Saun
Sandy Crombie
Alison Davis
Tony Di Iorio
Penny Hughes
Joe MacHale
Brendan Nelson
Baroness Noakes
Arthur ‘Art’ Ryan
Philip Scott
 
 
 
310

 
 
 
312
Report of Independent Registered Public Accounting Firm
313
Consolidated income statement
314
Consolidated statement of comprehensive income
315
Consolidated balance sheet
316
Consolidated statement of changes in equity
319
Consolidated cash flow statement
320
Accounting policies
333
Notes on the consolidated accounts
 
1
Net interest income
333
 
2
Non-interest income
334
 
3
Operating expenses
335
 
4
Pensions
340
 
5
Auditor’s remuneration
345
 
6
Tax
346
 
7
Profit attributable to preference shareholders and paid-in equity holders
347
 
8
Ordinary dividends
347
 
9
Earnings per ordinary and B share
347
 
10
Financial instruments - classification
348
 
11
Financial instruments - valuation
353
 
12
Financial instruments - maturity analysis
372
 
13
Financial assets - impairments
375
 
14
Derivatives
377
 
15
Debt securities
379
 
16
Equity shares
380
 
17
Intangible assets
381
 
18
Property, plant and equipment
384
 
19
Prepayments, accrued income and other assets
386
 
20
Discontinued operations and assets and liabilities of disposal groups
387
 
21
Short positions
389
 
22
Accruals, deferred income and other liabilities
390
 
23
Deferred tax
392
 
24
Subordinated liabilities
394
 
25
Non-controlling interests
400
 
26
Share capital
401
 
27
Other equity
404
 
28
Leases
405
 
29
Securitisations, asset transfers and other collateral given
407
 
30
Special purpose entities
409
 
31
Capital resources
411
 
32
Memorandum items
413
 
33
Net cash (outflow)/inflow from operating activities
422
 
34
Analysis of the net investment in business interests and intangible assets
422
 
35
Interest received and paid
423
 
36
Analysis of changes in financing during the year
423
 
37
Analysis of cash and cash equivalents
423
 
38
Segmental analysis
424
 
39
Directors’ and key management remuneration
432
 
40
Transactions with directors and key management
432
 
41
Related parties
433
 
42
Post balance sheet events
434
 
43
Consolidating financial information
435

 
 
 
311

 
 
Report of Independent Registered Public Accounting Firm to the members of
The Royal Bank of Scotland Group plc


We have audited the accompanying consolidated balance sheets of The Royal Bank of Scotland Group plc and its subsidiaries (together "the Group") as at 31 December 2012, 2011 and 2010 and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated cash flow statements for each of the three years in the period ended 31 December 2012, the notes 1 to 43 and the information identified as ‘audited’ in the Risk and balance sheet management section of the Business review.  These financial statements are the responsibility of the Group's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all material aspects, the financial position of the Group as at 31 December 2012, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2012, in conformity with International Financial Reporting Standards ("IFRS") as adopted for use in the European Union and IFRS as issued by the International Accounting Standards Board.

Note 43 to the financial statements was added for the inclusion of consolidating financial information in respect of The Royal Bank of Scotland plc in accordance with Regulation S-X Rule 3-10.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group's internal control over financial reporting as at 31 December 2012 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission and our report dated 27 February 2013 expressed an unqualified opinion on the Group's internal control over financial reporting.
 
 


/s/ Deloitte LLP
London, United Kingdom
27 February 2013 (27 March 2013 for the consolidating financial information in Note 43)
 
 
 
 
312

 
 
Consolidated income statement for the year ended 31 December 2012


 
Note 
2012 
£m 
2011 
£m 
2010 
£m 
Interest receivable
 
18,530 
21,036 
22,352 
Interest payable
 
(7,128)
(8,733)
(8,570)
Net interest income
1
11,402 
12,303 
13,782 
Fees and commissions receivable
2
5,709 
6,379 
8,193 
Fees and commissions payable
2
(834)
(962)
(1,892)
Income from trading activities
2
1,675 
2,701 
4,517 
Gain on redemption of own debt
2
454 
255 
553 
Other operating income
2
(465)
3,975 
1,355 
Insurance net premium income
 
— 
— 
114 
Non-interest income
 
6,539 
12,348 
12,840 
Total income
 
17,941 
24,651 
26,622 
Staff costs
 
(8,076)
(8,356)
(9,379)
Premises and equipment
 
(2,232)
(2,423)
(2,380)
Other administrative expenses
 
(5,593)
(4,436)
(3,571)
Depreciation and amortisation
 
(1,802)
(1,839)
(2,125)
Write-down of goodwill and other intangible assets
 
(124)
(80)
(1)
Operating expenses
3
(17,827)
(17,134)
(17,456)
Profit before insurance net claims and impairment losses
 
114 
7,517 
9,166 
Insurance net claims
 
— 
— 
(85)
Impairment losses
13
(5,279)
(8,707)
(9,235)
Operating loss before tax
 
(5,165)
(1,190)
(154)
Tax charge
6
(469)
(1,127)
(703)
Loss from continuing operations
 
(5,634)
(2,317)
(857)
(Loss)/profit from discontinued operations, net of tax
       
  - Direct Line Group
20
(184)
301 
(176)
  - Other
20
12 
47 
(633)
(Loss)/profit from discontinued operations, net of tax
 
(172)
348 
(809)
Loss for the year
 
(5,806)
(1,969)
(1,666)
         
Loss attributable to:
       
Non-controlling interests
 
(123)
28 
(665)
Preference shareholders
7
273 
— 
105 
Paid-in equity holders
7
15 
— 
19 
Ordinary and B shareholders
 
(5,971)
(1,997)
(1,125)
   
(5,806)
(1,969)
(1,666)
         
Per ordinary and B share (1,2)
       
Basic and diluted loss from continuing operations
9
(53.7p)
(21.3p)
(2.9p)
         
Basic and diluted loss from continuing and discontinued operations
9
(54.3p)
(18.5p)
(4.8p)

Notes:
(1)
B shares rank pari-passu with ordinary shares.
(2)
Prior years have been adjusted for the sub-division and one-for-ten consolidation of ordinary shares in 2012.

The accompanying notes on pages 333 to 441, the accounting policies on pages 320 to 331 and the audited sections of the Business review: Risk and balance sheet management on pages 66 to 252 form an integral part of these financial statements.

 
 
 
313

 
 
Consolidated statement of comprehensive income for the year ended 31 December 2012

 
Note 
2012 
£m 
2011 
£m 
2010 
£m 
Loss for the year
 
(5,806)
(1,969)
(1,666)
Other comprehensive income/(loss)
       
Available-for-sale financial assets
 
645 
2,258 
(389)
Cash flow hedges
 
1,006 
1,424 
1,454 
Currency translation
 
(900)
(440)
81 
Actuarial (losses)/gains on defined benefit plans
(2,270)
(581)
158 
Other comprehensive (loss)/income before tax
 
(1,519)
2,661 
1,304 
Tax credit/(charge)
 
228 
(1,472)
(309)
Other comprehensive (loss)/income after tax
 
(1,291)
1,189 
995 
Total comprehensive loss for the year
 
(7,097)
(780)
(671)
         
Total comprehensive loss is attributable to:
       
Non-controlling interests
 
(116)
(24)
(197)
Preference shareholders
 
273 
— 
105 
Paid-in equity holders
 
15 
— 
19 
Ordinary and B shareholders
 
(7,269)
(756)
(598)
   
(7,097)
(780)
(671)

The accompanying notes on pages 333 to 441, the accounting policies on pages 320 to 331 and the audited sections of the Business review: Risk and balance sheet management on pages 66 to 252 form an integral part of these financial statements.

 
 
 
314

 
 
Consolidated balance sheet as at 31 December 2012

 
 
Note 
2012 
£m 
2011 
£m 
2010 
£m 
Assets
       
Cash and balances at central banks
10 
79,290 
79,269 
57,014 
Loans and advances to banks
1
63,951 
83,310 
100,518 
Loans and advances to customers
1
500,135 
515,606 
555,260 
Debt securities subject to repurchase agreements
29 
91,173 
79,480 
80,104 
Other debt securities
 
66,265 
129,600 
137,376 
Debt securities
15 
157,438 
209,080 
217,480 
Equity shares
16 
15,232 
15,183 
22,198 
Settlement balances
 
5,741 
7,771 
11,605 
Derivatives
14 
441,903 
529,618 
427,077 
Intangible assets
17 
13,545 
14,858 
14,448 
Property, plant and equipment
18 
9,784 
11,868 
16,543 
Deferred tax
23 
3,443 
3,878 
6,373 
Prepayments, accrued income and other assets
19 
7,820 
10,976 
12,576 
Assets of disposal groups
2
14,013 
25,450 
12,484 
Total assets
 
1,312,295 
1,506,867 
1,453,576 
         
Liabilities
       
Deposits by banks
1
101,405 
108,804 
98,790 
Customer accounts
1
521,279 
502,955 
510,693 
Debt securities in issue
10 
94,592 
162,621 
218,372 
Settlement balances
 
5,878 
7,477 
10,991 
Short positions
21 
27,591 
41,039 
43,118 
Derivatives
14 
434,333 
523,983 
423,967 
Accruals, deferred income and other liabilities
22 
14,801 
23,125 
23,089 
Retirement benefit liabilities
4
3,884 
2,239 
2,288 
Deferred tax
23 
1,141 
1,945 
2,142 
Insurance liabilities
 
— 
6,312 
6,794 
Subordinated liabilities
24 
26,773 
26,319 
27,053 
Liabilities of disposal groups
2
10,170 
23,995 
9,428 
Total liabilities
 
1,241,847 
1,430,814 
1,376,725 
         
Non-controlling interests
25 
2,318 
1,234 
1,719 
Owners’ equity
26,27 
68,130 
74,819 
75,132 
Total equity
 
70,448 
76,053 
76,851 
         
Total liabilities and equity
 
1,312,295 
1,506,867 
1,453,576 

The accompanying notes on pages 333 to 441, the accounting policies on pages 320 to 331 and the audited sections of the Business review: Risk and balance sheet management on pages 66 to 252 form an integral part of these financial statements.

The accounts were approved by the Board of directors on 27 February 2013 and signed on its behalf by:


 
Philip Hampton
Chairman
 
Stephen Hester
Group Chief Executive
 
Bruce Van Saun
Group Finance Director


The Royal Bank of Scotland Group plc
Registered No. SC45551
 
 
 
 
315

 
 
Consolidated statement of changes in equity for the year ended 31 December 2012


   
2012
   
2011
   
2010
 
      £m       £m       £m  
Called-up share capital
                       
At 1 January
    15,318       15,125       14,630  
Ordinary shares issued
    197       193       523  
Share capital sub-division and consolidation
    (8,933 )            
Preference shares redeemed
                (1 )
Cancellation of non-voting deferred shares
                (27 )
At 31 December
    6,582       15,318       15,125  
                         
Paid-in equity
                       
At 1 January
    431       431       565  
Securities redeemed
                (132 )
Transfer to retained earnings
                (2 )
At 31 December
    431       431       431  
                         
Share premium account
                       
At 1 January
    24,001       23,922       23,523  
Ordinary shares issued
    360       79       281  
Redemption of preference shares classified as debt
                118  
At 31 December
    24,361       24,001       23,922  
                         
Merger reserve
                       
At 1 January
    13,222       13,272       25,522  
Transfer to retained earnings
          (50 )     (12,250 )
At 31 December
    13,222       13,222       13,272  
                         
Available-for-sale reserve
                       
At 1 January
    (957 )     (2,037 )     (1,755 )
Unrealised gains
    1,939       1,769       179  
Realised (gains)/losses (1)
    (1,319 )     486       (519 )
Tax
    50       (1,175 )     74  
Transfer to retained earnings
    (59 )            
Recycled to profit or loss on disposal of businesses (2)
                (16 )
At 31 December
    (346 )     (957 )     (2,037 )
                         
Cash flow hedging reserve
                       
At 1 January
    879       (140 )     (252 )
Amount recognised in equity
    2,093       2,417       180  
Amount transferred from equity to earnings
    (1,087 )     (993 )     (59 )
Tax
    (219 )     (405 )     (67 )
Recycled to profit or loss on disposal of businesses (3)
                58  
At 31 December
    1,666       879       (140 )


 
 
 
316

 
 
 

 
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Foreign exchange reserve
     
At 1 January
4,775 
5,138 
4,528 
Retranslation of net assets
(1,056)
(382)
997 
Foreign currency gains/(losses) on hedges of net assets
177 
(10)
(458)
Tax
17 
23 
63 
Transfer to retained earnings
(2)
— 
— 
Recycled to profit or loss on disposal of businesses
(3)
At 31 December
3,908 
4,775 
5,138 
       
Capital redemption reserve
     
At 1 January
198 
198 
170 
Share capital sub-division and consolidation
8,933 
— 
— 
Preference shares redeemed
— 
— 
Cancellation of non-voting deferred shares
— 
— 
27 
At 31 December
9,131 
198 
198 
       
Contingent capital reserve
     
At 1 January and 31 December
(1,208)
(1,208)
(1,208)
       
Retained earnings
     
At 1 January
18,929 
21,239 
12,134 
Transfer to non-controlling interests
(361)
— 
— 
(Loss)/profit attributable to ordinary and B shareholders and other equity owners
     
  - continuing operations
(5,623)
(2,303)
(797)
  - discontinued operations
(60)
306 
(204)
Equity preference dividends paid
(273)
— 
(105)
Paid-in equity dividends paid, net of tax
(15)
— 
(19)
Transfer from available-for-sale reserve
59 
— 
— 
Transfer from foreign exchange reserve
— 
— 
Transfer from merger reserve
— 
50 
12,250 
Transfer from paid-in equity
     
  - gross
— 
— 
  - tax
— 
— 
(1)
Equity owners gain on withdrawal of non-controlling interest
     
  - gross
— 
— 
40 
  - tax
— 
— 
(11)
Redemption of equity preference shares
— 
— 
(2,968)
Gain on redemption of equity preference shares
— 
— 
609 
Redemption of preference shares classified as debt
— 
— 
(118)
Actuarial (losses)/gains recognised in retirement benefit schemes
     
  - gross
(2,270)
(581)
158 
  - tax
380 
86 
(71)
Loss on disposal of own shares held
(196)
— 
— 
Purchase of non-controlling interest
— 
— 
(38)
Shares issued under employee share schemes
(87)
(58)
(13)
Share-based payments
     
  - gross
117 
200 
385 
  - tax
(6)
(10)
At 31 December
10,596 
18,929 
21,239 
       
Own shares held
     
At 1 January
(769)
(808)
(121)
Disposal/(purchase) of own shares
441 
20 
(700)
Shares issued under employee share schemes
115 
19 
13 
At 31 December
(213)
(769)
(808)
       
Owners’ equity at 31 December
68,130 
74,819 
75,132 

 
 
 
317

 
 
Consolidated statement of changes in equity continued
 
 
 
2012 
£m 
2011 
£m 
2010 
£m 
Non-controlling interests (see Note 25)
     
At 1 January
1,234 
1,719 
16,895 
Currency translation adjustments and other movements
(18)
(54)
(466)
(Loss)/profit attributable to non-controlling interests
     
  - continuing operations
(11)
(14)
(60)
  - discontinued operations
(112)
42 
(605)
Dividends paid
(13)
(40)
(4,200)
Movements in available-for-sale securities
     
  - unrealised gains/(losses)
(56)
  - realised losses
22 
37 
  - tax
— 
(1)
  - recycled to profit or loss on disposal of discontinued operations (4)
— 
— 
(7)
Movements in cash flow hedging reserve
     
  - amount recognised in equity
— 
— 
(120)
  - tax
— 
— 
39 
  - recycled to profit or loss on disposal of discontinued operations (5)
— 
— 
1,036 
Equity raised
875 
— 
559 
Equity withdrawn and disposals
(23)
(421)
(11,298)
Transfer from retained earnings
361 
— 
(40)
At 31 December
2,318 
1,234 
1,719 
       
Total equity at 31 December
70,448 
76,053 
76,851 
       
Total comprehensive loss recognised in the statement of changes in equity is attributable to:
     
Non-controlling interests
(116)
(24)
(197)
Preference shareholders
273 
— 
105 
Paid-in equity holders
15 
— 
19 
Ordinary and B shareholders
(7,269)
(756)
(598)
 
(7,097)
(780)
(671)

Notes:
(1)
The year ended 31 December 2011 includes an impairment loss of £1,099 million in respect of the Group’s holding of Greek government bonds, together with £169 million of related interest rate hedge adjustments.
(2)
Net of tax (year ended 31 December 2010 - £5 million credit).
(3)
Net of tax (year ended 31 December 2010 - £19 million charge).
(4)
Net of tax (year ended 31 December 2010 - £2 million credit).
(5)
Net of tax (year ended 31 December 2010 - £340 million charge).

The accompanying notes on pages 333 to 441, the accounting policies on pages 320 to 331 and the audited sections of the Business review: Risk and balance sheet management on pages 66 to 252 form an integral part of these financial statements.
 
 
 
 
318

 

Consolidated cash flow statement for the year ended 31 December 2012
 

 
Note 
2012 
£m 
2011 
£m 
2010 
£m 
Operating activities
       
Operating loss before tax
 
(5,165)
(1,190)
(154)
Operating (loss)/profit before tax on discontinued operations
 
(111)
482 
(786)
Adjustments for:
       
Depreciation and amortisation
 
1,854 
1,875 
2,220 
Write-down of goodwill and other intangible assets
 
518 
91 
10 
Interest on subordinated liabilities
 
841 
740 
500 
Charge for defined benefit pension schemes
 
446 
349 
540 
Pension scheme curtailment and settlement gains
 
(41)
— 
(78)
Cash contribution to defined benefit pension schemes
 
(977)
(1,059)
(832)
Gain on redemption of own debt
 
(454)
(255)
(553)
Provisions for impairment losses
 
5,283 
8,709 
9,298 
Loans and advances written-off net of recoveries
 
(3,925)
(4,000)
(5,631)
Elimination of foreign exchange differences
 
7,140 
2,702 
(691)
Other non-cash items
 
(1,491)
(1,491)
(2,212)
Net cash flows from trading activities
 
3,918 
6,953 
1,631 
Changes in operating assets and liabilities
 
(48,736)
(3,444)
17,095 
Net cash flows from operating activities before tax
 
(44,818)
3,509 
18,726 
Income taxes (paid)/received
 
(295)
(184)
565 
Net cash flows from operating activities
33 
(45,113)
3,325 
19,291 
         
Investing activities
       
Sale and maturity of securities
 
49,079 
80,093 
47,604 
Purchase of securities
 
(22,987)
(77,019)
(43,485)
Sale of property, plant and equipment
 
2,215 
1,840 
2,011 
Purchase of property, plant and equipment
 
(1,484)
(3,472)
(2,113)
Net investment in business interests and intangible assets
34 
352 
(1,428)
3,446 
Transfer out of discontinued operations
 
— 
— 
(4,112)
Net cash flows from investing activities
 
27,175 
14 
3,351 
         
Financing activities
       
Issue of ordinary shares
 
120 
Issue of subordinated liabilities
 
2,093 
— 
— 
Proceeds of non-controlling interests issued
 
889 
— 
559 
Redemption of paid-in equity
 
— 
— 
(132)
Redemption of preference shares
 
— 
— 
(2,359)
Redemption of non-controlling interests
 
(23)
(382)
(5,282)
Disposal/(purchase) of own shares
 
243 
20 
(700)
Repayment of subordinated liabilities
 
(258)
(627)
(1,588)
Dividends paid
 
(301)
(40)
(4,240)
Interest on subordinated liabilities
 
(746)
(714)
(639)
Net cash flows from financing activities
 
2,017 
(1,741)
(14,380)
Effects of exchange rate changes on cash and cash equivalents
 
(3,893)
(1,473)
82 
         
Net (decrease)/increase in cash and cash equivalents
 
(19,814)
125 
8,344 
Cash and cash equivalents at 1 January
 
152,655 
152,530 
144,186 
Cash and cash equivalents at 31 December
37 
132,841 
152,655 
152,530 

The accompanying notes on pages 333 to 441, the accounting policies on pages 320 to 331 and the audited sections of the Business review: Risk and balance sheet management on pages 66 to 252 form an integral part of these financial statements.
 
 
 
 
319

 
 
Accounting policies

1. Presentation of accounts
The accounts are prepared on a going concern basis (see the Report of the directors, page 307) and in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee of the IASB as adopted by the European Union (EU) (together IFRS). The EU has not adopted the complete text of IAS 39 ‘Financial Instruments: Recognition and Measurement’; it has relaxed some of the standard's hedging requirements. The Group has not taken advantage of this relaxation: its financial statements are prepared in accordance with IFRS as issued by the IASB.

The company is incorporated in the UK and registered in Scotland and its accounts are presented in accordance with the Companies Act 2006.

In accordance with IFRS 5, Direct Line Group has been classified as a discontinued operation, and prior periods represented.

There are two amendments to IFRS that were effective for the Group from 1 January 2012. They have not had a material effect on the financial statements of the Group or the company:

‘Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12 ‘Income Taxes’)’ clarifies that recognition of deferred tax should have regard to the expected manner of recovery or settlement of the asset or liability.

‘Disclosures - Transfers of Financial Assets (Amendments to IFRS 7 ‘Financial Instruments: Disclosures’)’ replaces IFRS 7’s existing derecognition disclosure requirements with disclosures about (a) transferred assets that have not been derecognised in their entirety and (b) transferred assets that have been derecognised in their entirety but where the reporting entity has continuing involvement in those assets.

2. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and entities (including certain special purpose entities) that are controlled by the Group. Control exists where the Group has the power to govern the financial and operating policies of the entity; generally conferred by holding a majority of voting rights. On acquisition of a subsidiary, its identifiable assets, liabilities and contingent liabilities are included in the consolidated accounts at their fair value. A subsidiary is included in the consolidated financial statements from the date it is controlled by the Group until the date the Group ceases to control it through a sale or a significant change in circumstances. Changes in the Group’s interest in a subsidiary that do not result in the Group ceasing to control that subsidiary are accounted for as equity transactions.

Financial assets and financial liabilities held for trading or designated as at fair value through profit or loss are recorded at fair value. Changes in their fair value are recognised in profit or loss.

3. Revenue recognition
Interest income on financial assets that are classified as loans and receivables, available-for-sale or held-to-maturity and interest expense on financial liabilities other than those measured at fair value are determined using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or liabilities) and of allocating the interest income or interest expense over the expected life of the asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash flows to the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees payable or receivable that are an integral part of the instrument's yield, premiums or discounts on acquisition or issue, early redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.

Financial assets and financial liabilities held for trading or designated as at fair value through profit or loss are recorded at fair value. Changes in fair value are recognised in profit or loss.

Commitment and utilisation fees are determined as a percentage of the outstanding facility. If it is unlikely that a specific lending arrangement will be entered into, such fees are taken to profit or loss over the life of the facility otherwise they are deferred and included in the effective interest rate on the advance.

Fees in respect of services are recognised as the right to consideration accrues through the provision of the service to the customer. The arrangements are generally contractual and the cost of providing the service is incurred as the service is rendered. The price is usually fixed and always determinable. The application of this policy to significant fee types is outlined below.

Payment services - this comprises income received for payment services including cheques cashed, direct debits, Clearing House Automated Payments (the UK electronic settlement system) and BACS payments (the automated clearing house that processes direct debits and direct credits). These are generally charged on a per transaction basis. The income is earned when the payment or transaction occurs. Charges for payment services are usually debited to the customer's account monthly or quarterly in arrears. Income is accrued at period end for services provided but not yet charged.

Card related services - fees from credit card business include:

·
Commission received from retailers for processing credit and debit card transactions: income is accrued to the income statement as the service is performed.

·
Interchange received: as issuer, the Group receives a fee (interchange) each time a cardholder purchases goods and services. The Group also receives interchange fees from other card issuers for providing cash advances through its branch and automated teller machine networks. These fees are accrued once the transaction has taken place.

·
An annual fee payable by a credit card holder is deferred and taken to profit or loss over the period of the service i.e. 12 months.

 
 
 
320

 
 
Accounting policies continued

Investment management fees - fees charged for managing investments are recognised as revenue as the services are provided. Incremental costs that are directly attributable to securing an investment management contract are deferred and charged as expense as the related revenue is recognised.

Insurance premiums - see Accounting policy 12.

4. Assets held for sale and discontinued operations
A non-current asset (or disposal group) is classified as held for sale if the Group will recover its carrying amount principally through a sale transaction rather than through continuing use. A non-current asset (or disposal group) classified as held for sale is measured at the lower of its carrying amount and fair value less costs to sell. If the asset (or disposal group) is acquired as part of a business combination it is initially measured at fair value less costs to sell. Assets and liabilities of disposal groups classified as held for sale and non-current assets classified as held for sale are shown separately on the face of the balance sheet.
The results of discontinued operations - comprising the post-tax profit or loss of discontinued operations and the post-tax gain or loss recognised either on measurement to fair value less costs to sell or on disposal of the discontinued operation - are shown as a single amount on the face of the income statement; an analysis of this amount is presented in Note 20 on the accounts. A discontinued operation is a cash generating unit or a group of cash generating units that either has been disposed of, or is classified as held for sale, and (a) represents a separate major line of business or geographical area of operations, (b) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or (c) is a subsidiary acquired exclusively with a view to resale.

5. Employee benefits
Short-term employee benefits, such as salaries, paid absences, and other benefits are accounted for on an accruals basis over the period in which the employees provide the related services. Employees may receive variable compensation satisfied by cash, by debt instruments issued by the Group or by RBSG shares. The treatment of share-based compensation is set out in Accounting policy 25. Variable compensation that is settled in cash or debt instruments is charged to profit or loss over the period from the start of the year to which the variable compensation relates to the expected settlement date taking account of forfeiture and clawback criteria.

The Group provides post-retirement benefits in the form of pensions and healthcare plans to eligible employees.

For defined benefit schemes, scheme liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate determined by reference to market yields at the end of the reporting period on high quality corporate bonds of equivalent term and currency to the scheme liabilities. Scheme assets are measured at their fair value. The difference between scheme assets and scheme liabilities is recognised in the balance sheet as an asset (surplus) or liability (deficit). A net surplus is limited to any unrecognised past service cost plus the present value of any economic benefits available to the Group in the form of refunds from the plan or reduced contributions to it. The current service cost, curtailments and any past service costs together with the expected return on scheme assets less the unwinding of the discount on scheme liabilities are charged to operating expenses. A gain or loss on a curtailment is recognised in profit or loss when the curtailment occurs. A curtailment occurs when the Group is committed to making a significant reduction in the number of employees covered by a plan or a plan is amended such that future service qualifies for no or reduced benefits. Actuarial gains and losses are recognised in full in the period in which they arise in other comprehensive income. Contributions to defined contribution pension schemes are recognised in profit or loss when payable.

6. Intangible assets and goodwill
Intangible assets acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to profit or loss over the assets' estimated economic lives using methods that best reflect the pattern of economic benefits and included in Depreciation and amortisation. These estimated useful economic lives are:
 
Core deposit intangibles
6 to 10 years
Other acquired intangibles
5 to 10 years
Computer software
3 to 12 years
 
Expenditure on internally generated goodwill and brands is written-off as incurred. Direct costs relating to the development of internal-use computer software are capitalised once technical feasibility and economic viability have been established. These costs include payroll, the costs of materials and services, and directly attributable overheads. Capitalisation of costs ceases when the software is capable of operating as intended. During and after development, accumulated costs are reviewed for impairment against the benefits that the software is expected to generate. Costs incurred prior to the establishment of technical feasibility and economic viability are expensed as incurred as are all training costs and general overheads. The costs of licences to use computer software that are expected to generate economic benefits beyond one year are also capitalised.

Intangible assets include goodwill arising on the acquisition of subsidiaries and joint ventures. Goodwill on the acquisition of a subsidiary is the excess of the fair value of the consideration transferred, the fair value of any existing interest in the subsidiary and the amount of any non-controlling interest measured either at fair value or at its share of the subsidiary’s net assets over the Group's interest in the net fair value of the subsidiary’s identifiable assets, liabilities and contingent liabilities. Goodwill arises on the acquisition of a joint venture when the cost of investment exceeds the Group’s share of the net fair value of the joint venture’s identifiable assets and liabilities. Goodwill is measured at initial cost less any subsequent impairment losses. Goodwill arising on the acquisition of associates is included within their carrying amounts. The gain or loss on the disposal of a subsidiary, associate or joint venture includes the carrying value of any related goodwill.
 
 
 
 
321

 
 
Accounting policies continued

 
7. Property, plant and equipment
Items of property, plant and equipment (except investment property - see Accounting policy 9) are stated at cost less accumulated depreciation and impairment losses. Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for separately.

Depreciation is charged to profit or loss on a straight-line basis so as to write-off the depreciable amount of property, plant and equipment (including assets owned and let on operating leases) over their estimated useful lives. The depreciable amount is the cost of an asset less its residual value. Land is not depreciated. The estimated useful lives of the Group’s property, plant and equipment are:
 
Freehold and long leasehold buildings
50 years
Short leaseholds
unexpired period of the lease
Property adaptation costs
10 to 15 years
Computer equipment
up to 5 years
Other equipment
4 to 15 years
 
The residual value and useful life of property, plant and equipment are reviewed at each balance sheet date and updated for any changes to previous estimates.

8. Impairment of intangible assets and property, plant and equipment
At each reporting date, the Group assesses whether there is any indication that its intangible assets, or property, plant and equipment are impaired. If any such indication exists, the Group estimates the recoverable amount of the asset and the impairment loss if any. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

If an asset does not generate cash flows that are independent from those of other assets or groups of assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each of the Group’s cash-generating units or groups of cash-generating units expected to benefit from the combination. The recoverable amount of an asset or cash-generating unit is the higher of its fair value less cost to sell and its value in use. Value in use is the present value of future cash flows from the asset or cash-generating unit discounted at a rate that reflects market interest rates adjusted for risks specific to the asset or cash-generating unit that have not been taken into account in estimating future cash flows. If the recoverable amount of an intangible or tangible asset is less than its carrying value, an impairment loss is recognised immediately in profit or loss and the carrying value of the asset reduced by the amount of the loss. A reversal of an impairment loss on intangible assets (excluding goodwill) or property, plant and equipment is recognised as it arises provided the increased carrying value is not greater than it would have been had no impairment loss been recognised. Impairment losses on goodwill are not reversed.

9. Investment property
Investment property comprises freehold and leasehold properties that are held to earn rentals or for capital appreciation or both. Investment property is not depreciated but is stated at fair value based on valuations by independent registered valuers. Fair value is based on current prices for similar properties in the same location and condition. Any gain or loss arising from a change in fair value is recognised in profit or loss. Rental income from investment property is recognised on a straight-line basis over the term of the lease in Other operating income. Lease incentives granted are recognised as an integral part of the total rental income.

10. Foreign currencies
The Group's consolidated financial statements are presented in sterling which is the functional currency of the company.

Group entities record transactions in foreign currencies in their functional currency - the currency of the primary economic environment in which they operate - at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the relevant functional currency at the foreign exchange rates ruling at the balance sheet date. Foreign exchange differences arising on the settlement of foreign currency transactions and from the translation of monetary assets and liabilities are reported in income from trading activities except for differences arising on cash flow hedges and hedges of net investments in foreign operations (see Accounting policy 24).

Non-monetary items denominated in foreign currencies that are stated at fair value are translated into the relevant functional currency at the foreign exchange rates ruling at the dates the values are determined. Translation differences arising on non-monetary items measured at fair value are recognised in profit or loss except for differences arising on available-for-sale non-monetary financial assets, for example equity shares, which are recognised in other comprehensive income unless the asset is the hedged item in a fair value hedge.

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into sterling at foreign exchange rates ruling at the balance sheet date. Income and expenses of foreign operations are translated into sterling at average exchange rates unless these do not approximate to the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on the translation of a foreign operation are recognised in other comprehensive income. The amount accumulated in equity is reclassified from equity to profit or loss on disposal or partial disposal of a foreign operation.

 
 
 
322

 
 
Accounting policies continued
 
 
11. Leases
As lessor
Contracts with customers to lease assets are classified as finance leases if they transfer substantially all the risks and rewards of ownership of the asset to the customer; all other contracts with customers to lease assets are classified as operating leases.

Finance lease receivables are included in the balance sheet, within Loans and advances to banks and Loans and advances to customers, at the amount of the net investment in the lease being the minimum lease payments and any unguaranteed residual value discounted at the interest rate implicit in the lease. Finance lease income is allocated to accounting periods so as to give a constant periodic rate of return before tax on the net investment and included in Interest receivable. Unguaranteed residual values are subject to regular review; if there is a reduction in their value, income allocation is revised and any reduction in respect of amounts accrued is recognised immediately.

Rental income from operating leases is recognised in income on a straight-line basis over the lease term unless another systematic basis better represents the time pattern of the asset’s use. Operating lease assets are included within Property, plant and equipment and depreciated over their useful lives (see Accounting policy 7). Operating lease rentals receivable are included in Other operating income.

As lessee
The Group’s contracts to lease assets are principally operating leases. Operating lease rental expense is included in Premises and equipment costs and recognised as an expense on a straight-line basis over the lease term unless another systematic basis better represents the benefit to the Group.

12. General insurance
Premiums earned - insurance and reinsurance premiums receivable for the whole period of cover provided by contracts incepted during the year are adjusted by an unearned premium provision, which represents the proportion of the premiums that relate to periods of insurance after the balance sheet date. Unearned premiums are calculated over the period of exposure under the policy, on a daily basis, 24ths basis or allowing for the estimated incidence of exposure under policies.

Insurance claims - insurance claims are recognised in the accounting period in which the loss occurs. Provision is made for the full cost of settling outstanding claims at the balance sheet date, including claims incurred but not yet reported at that date. Outstanding claims provisions are not discounted for the time value of money except for claims to be settled by periodical payments. Claims handling expenses are also included.

Deferred acquisition costs - acquisition costs relating to new and renewing insurance policies are matched with the earning of the premiums to which they relate. A proportion of acquisition costs incurred during the year are deferred to the subsequent accounting period to match the extent to which premiums written during the year are unearned at the balance sheet date. The principal acquisition costs deferred are direct advertising expenditure, third party administration fees, commission paid and costs associated with telesales and underwriting staff.

Reinsurance - the Group cedes insurance risk in the normal course of business. Reinsurance assets represent balances due from reinsurance companies. Amounts recoverable from reinsurers are estimated on a basis consistent with the outstanding claims provision or settled claims associated with the reinsurer's policies and are in accordance with the related reinsurance contract. A reinsurance bad debt provision is assessed in respect of reinsurance debtors.

13. Provisions
The Group recognises a provision for a present obligation resulting from a past event when it is more likely than not that it will be required to transfer economic benefits to settle the obligation and the amount of the obligation can be estimated reliably.

Provision is made for restructuring costs, including the costs of redundancy, when the Group has a constructive obligation to restructure. An obligation exists when the Group has a detailed formal plan for the restructuring and has raised a valid expectation in those affected by starting to implement the plan or announcing its main features.

If the Group has a contract that is onerous, it recognises the present obligation under the contract as a provision. An onerous contract is one where the unavoidable costs of meeting the Group’s contractual obligations exceed the expected economic benefits. When the Group vacates a leasehold property, a provision is recognised for the costs under the lease less any expected economic benefits (such as rental income).

Contingent liabilities are possible obligations arising from past events, whose existence will be confirmed only by uncertain future events, or present obligations arising from past events that are not recognised because either an outflow of economic benefits is not probable or the amount of the obligation cannot be reliably measured. Contingent liabilities are not recognised but information about them is disclosed unless the possibility of any outflow of economic benefits in settlement is remote.

14. Tax
Income tax expense or income, comprising current tax and deferred tax, is recorded in the income statement except income tax on items recognised outside profit or loss which is credited or charged to other comprehensive income or to equity as appropriate.

Current tax is income tax payable or recoverable in respect of the taxable profit or loss for the year arising in profit or loss, other comprehensive income or equity. Provision is made for current tax at rates enacted or substantively enacted at the balance sheet date.
 
 
 
 
323

 
 
Accounting policies continued
 

 
Deferred tax is the tax expected to be payable or recoverable in respect of temporary differences between the carrying amount of an asset or liability for accounting purposes and its carrying amount for tax purposes. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered. Deferred tax is not recognised on temporary differences that arise from initial recognition of an asset or a liability in a transaction (other than a business combination) that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is calculated using tax rates expected to apply in the periods when the assets will be realised or the liabilities settled, based on tax rates and laws enacted, or substantively enacted, at the balance sheet date.

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to offset and where they relate to income taxes levied by the same taxation authority either on an individual Group company or on Group companies in the same tax group that intend, in future periods, to settle current tax liabilities and assets on a net basis or on a gross basis simultaneously.

15. Financial assets
On initial recognition, financial assets are classified into held-to-maturity investments; held-for-trading; designated as at fair value through profit or loss; loans and receivables; or available-for-sale financial assets. Regular way purchases of financial assets classified as loans and receivables are recognised on settlement date; all other regular way transactions in financial assets are recognised on trade date.

Held-to-maturity investments - a financial asset may be classified as a held-to-maturity investment only if it has fixed or determinable payments, a fixed maturity and the Group has the positive intention and ability to hold to maturity. Held-to-maturity investments are initially recognised at fair value plus directly related transaction costs. They are subsequently measured at amortised cost using the effective interest method (see Accounting policy 3) less any impairment losses.

Held-for-trading - a financial asset is classified as held-for-trading if it is acquired principally for sale in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative (not in a qualifying hedge relationship). Held-for-trading financial assets are recognised at fair value with transaction costs being recognised in profit or loss. Subsequently they are measured at fair value. Gains and losses on held-for-trading financial assets are recognised in profit or loss as they arise.

Designated as at fair value through profit or loss - financial assets may be designated as at fair value through profit or loss only if such designation (a) eliminates or significantly reduces a measurement or recognition inconsistency; or (b) applies to a group of financial assets, financial liabilities or both, that the Group manages and evaluates on a fair value basis; or (c) relates to an instrument that contains an embedded derivative which is not evidently closely related to the host contract. Financial assets that the Group designates on initial recognition as being at fair value through profit or loss are recognised at fair value, with transaction costs being recognised in profit or loss, and are subsequently measured at fair value. Gains and losses on financial assets that are designated as at fair value through profit or loss are recognised in profit or loss as they arise.

Loans and receivables - non-derivative financial assets with fixed or determinable repayments that are not quoted in an active market are classified as loans and receivables, except those that are classified as available-for-sale or as held-for-trading, or designated as at fair value through profit or loss. Loans and receivables are initially recognised at fair value plus directly related transaction costs. They are subsequently measured at amortised cost using the effective interest method (see Accounting policy 3) less any impairment losses.

Available-for-sale financial assets - financial assets that are not classified as held-to-maturity; held-for-trading; designated as at fair value through profit or loss; or loans and receivables are classified as available-for-sale. Financial assets can be designated as available-for-sale on initial recognition. Available-for-sale financial assets are initially recognised at fair value plus directly related transaction costs. They are subsequently measured at fair value. Unquoted equity investments whose fair value cannot be measured reliably are carried at cost and classified as available-for-sale financial assets. Impairment losses and exchange differences resulting from retranslating the amortised cost of foreign currency monetary available-for-sale financial assets are recognised in profit or loss together with interest calculated using the effective interest method (see Accounting policy 3) as are gains and losses attributable to the hedged risk on available-for-sale financial assets that are hedged items in fair value hedges (see Accounting policy 24). Other changes in the fair value of available-for-sale financial assets and any related tax are reported in other comprehensive income until disposal, when the cumulative gain or loss is reclassified from equity to profit or loss.

Reclassifications - held-for-trading and available-for-sale financial assets that meet the definition of loans and receivables (non-derivative financial assets with fixed or determinable payments that are not quoted in an active market) may be reclassified to loans and receivables if the Group has the intention and ability to hold the financial asset for the foreseeable future or until maturity. The Group typically regards the foreseeable future as twelve months from the date of reclassification. Additionally, held-for-trading financial assets that do not meet the definition of loans and receivables may, in rare circumstances, be transferred to available-for-sale financial assets or to held-to-maturity investments. Reclassifications are made at fair value. This fair value becomes the asset's new cost or amortised cost as appropriate. Gains and losses recognised up to the date of reclassification are not reversed.

Fair value - fair value for a net open position in a financial asset that is quoted in an active market is the current bid price times the number of units of the instrument held. Fair values for financial assets not quoted in an active market are determined using appropriate valuation techniques including discounting future cash flows, option pricing models and other methods that are consistent with accepted economic methodologies for pricing financial assets (see Note 11 Financial instruments - valuation).

 
 
 
324

 
 
Accounting policies continued
 
 
16. Impairment of financial assets
The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets classified as held-to-maturity, available-for-sale or loans and receivables is impaired. A financial asset or portfolio of financial assets is impaired and an impairment loss incurred if there is objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset.

Financial assets carried at amortised cost - if there is objective evidence that an impairment loss on a financial asset or group of financial assets classified as loans and receivables or as held-to-maturity investments has been incurred, the Group measures the amount of the loss as the difference between the carrying amount of the asset or group of assets and the present value of estimated future cash flows from the asset or group of assets discounted at the effective interest rate of the instrument at initial recognition. For collateralised loans and receivables, estimated future cash flows include cash flows that may result from foreclosure less the costs of obtaining and selling the collateral, whether or not foreclosure is probable.

Where, in the course of the orderly realisation of a loan, it is exchanged for equity shares or property, the exchange is accounted for as the sale of the loan and the acquisition of equity securities or investment property. Where the Group’s interest in equity shares following the exchange is such that the Group controls an entity, that entity is consolidated.

Impairment losses are assessed individually for financial assets that are individually significant and individually or collectively for assets that are not individually significant. In making collective impairment assessments, financial assets are grouped into portfolios on the basis of similar risk characteristics. Future cash flows from these portfolios are estimated on the basis of the contractual cash flows and historical loss experience for assets with similar credit risk characteristics. Historical loss experience is adjusted, on the basis of observable data, to reflect current conditions not affecting the period of historical experience. Impairment losses are recognised in profit or loss and the carrying amount of the financial asset or group of financial assets reduced by establishing an allowance for impairment losses. If, in a subsequent period, the amount of the impairment loss reduces and the reduction can be ascribed to an event after the impairment was recognised, the previously recognised loss is reversed by adjusting the allowance. Once an impairment loss has been recognised on a financial asset or group of financial assets, interest income is recognised on the carrying amount using the rate of interest at which estimated future cash flows were discounted in measuring impairment.

Impaired loans and receivables are written off, i.e. the impairment provision is applied in writing down the loan's carrying value partially or in full, when the Group concludes that there is no longer any realistic prospect of recovery of part or all of the loan. For loans that are individually assessed for impairment, the timing of write off is determined on a case-by-case basis. Such loans are reviewed regularly and write offs will be prompted by bankruptcy, insolvency, renegotiation and similar events.

Except for US retail portfolios, where write off of the irrecoverable amount takes place within 60 - 180 days, the typical time frames from initial impairment to write off for the Group’s collectively-assessed portfolios are:

·
Retail mortgages: write off occurs within 5 years, and is accelerated where accounts are closed earlier.

·
Credit cards: write off of the irrecoverable amount takes place at 12 months; the rest is expected to be recovered over a further 3 years following which any remaining amounts outstanding are written off.

·
Overdrafts and other unsecured loans: write offs occur within 6 years.

·
Business and commercial loans: write offs of commercial loans are determined in the light of individual circumstances; the period does not exceed 5 years. Business loans are generally written off within 5 years.

Amounts recovered after a loan has been written off are credited to the loan impairment charge for the period in which they are received.

Financial assets carried at fair value - when a decline in the fair value of a financial asset classified as available-for-sale has been recognised directly in other comprehensive income and there is objective evidence that it is impaired, the cumulative loss is reclassified from equity to profit or loss. The loss is measured as the difference between the amortised cost of the financial asset and its current fair value. Impairment losses on available-for-sale equity instruments are not reversed through profit or loss, but those on available-for-sale debt instruments are reversed, if there is an increase in fair value that is objectively related to a subsequent event.

17. Financial liabilities
On initial recognition, financial liabilities are classified into held-for-trading; designated as at fair value through profit or loss; or amortised cost. Issues of financial liabilities measured at amortised cost are recognised on settlement date; all other regular way transactions in financial liabilities are recognised on trade date.

Held-for-trading - a financial liability is classified as held-for-trading if it is incurred principally for repurchase in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative (not in a qualifying hedge relationship). Held-for-trading financial liabilities are recognised at fair value with transaction costs being recognised in profit or loss. Subsequently they are measured at fair value. Gains and losses are recognised in profit or loss as they arise.
 
 
 
 
325

 
 
Accounting policies continued

 
Designated as at fair value through profit or loss - financial liabilities may be designated as at fair value through profit or loss only if such designation (a) eliminates or significantly reduces a measurement or recognition inconsistency; or (b) applies to a group of financial assets, financial liabilities or both that the Group manages and evaluates on a fair value basis; or (c) relates to an instrument that contains an embedded derivative which is not evidently closely related to the host contract.

Financial liabilities that the Group designates on initial recognition as being at fair value through profit or loss are recognised at fair value, with transaction costs being recognised in profit or loss, and are subsequently measured at fair value. Gains and losses on financial liabilities that are designated as at fair value through profit or loss are recognised in profit or loss as they arise.

Financial liabilities designated as at fair value through profit or loss principally comprise structured liabilities issued by the Group: designation significantly reduces the measurement inconsistency between these liabilities and the related derivatives carried at fair value.

Amortised cost - all other financial liabilities are measured at amortised cost using the effective interest method (see Accounting policy 3).

Fair value - fair value for a net open position in a financial liability that is quoted in an active market is the current offer price times the number of units of the instrument issued. Fair values for financial liabilities not quoted in an active market are determined using appropriate valuation techniques including discounting future cash flows, option pricing models and other methods that are consistent with accepted economic methodologies for pricing financial liabilities (see Note 11 Financial instruments - valuation).

18. Financial guarantee contracts
Under a financial guarantee contract, the Group, in return for a fee, undertakes to meet a customer’s obligations under the terms of a debt instrument if the customer fails to do so. A financial guarantee is recognised as a liability; initially at fair value and, if not designated as at fair value through profit or loss, subsequently at the higher of its initial value less cumulative amortisation and any provision under the contract measured in accordance with Accounting policy 13. Amortisation is calculated so as to recognise fees receivable in profit or loss over the period of the guarantee.

19. Loan commitments
Provision is made for loan commitments, other than those classified as held-for-trading, if it is probable that the facility will be drawn and the resulting loan will be recognised at a value less than the cash advanced. Syndicated loan commitments in excess of the level of lending under the commitment approved for retention by the Group are classified as held-for-trading and measured at fair value.

20. Derecognition
A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired or when it has been transferred and the transfer qualifies for derecognition. A transfer requires that the Group either (a) transfers the contractual rights to receive the asset's cash flows; or (b) retains the right to the asset's cash flows but assumes a contractual obligation to pay those cash flows to a third party. After a transfer, the Group assesses the extent to which it has retained the risks and rewards of ownership of the transferred asset. The asset remains on the balance sheet if substantially all the risks and rewards have been retained. It is derecognised if substantially all the risks and rewards have been transferred. If substantially all the risks and rewards have been neither retained nor transferred, the Group assesses whether or not it has retained control of the asset. If the Group has retained control of the asset, it continues to recognise the asset to the extent of its continuing involvement; if the Group has not retained control of the asset, it is derecognised.

A financial liability is removed from the balance sheet when the obligation is discharged, or cancelled, or expires. On the redemption or settlement of debt securities (including subordinated liabilities) issued by the Group, the Group derecognises the debt instrument and records a gain or loss being the difference between the debt's carrying amount and the cost of redemption or settlement. The same treatment applies where the debt is exchanged for a new debt issue that has terms substantially different from those of the existing debt. The assessment of whether the terms of the new debt instrument are substantially different takes into account qualitative and quantitative characteristics including a comparison of the present value of the cash flows under the new terms with the present value of the remaining cash flows of the original debt issue discounted at the effective interest rate of the original debt issue.

21. Sale and repurchase transactions
Securities subject to a sale and repurchase agreement under which substantially all the risks and rewards of ownership are retained by the Group continue to be shown on the balance sheet and the sale proceeds recorded as a financial liability. Securities acquired in a reverse sale and repurchase transaction under which the Group is not exposed to substantially all the risks and rewards of ownership are not recognised on the balance sheet and the consideration paid is recorded as a financial asset.

Securities borrowing and lending transactions are usually secured by cash or securities advanced by the borrower. Borrowed securities are not recognised on the balance sheet or lent securities derecognised. Cash collateral given or received is treated as a loan or deposit; collateral in the form of securities is not recognised. However, where securities borrowed are transferred to third parties, a liability for the obligation to return the securities to the stock lending counterparty is recorded.

22. Netting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently has a legally enforceable right to set off the recognised amounts and it intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group is party to a number of arrangements, including master netting agreements, that give it the right to offset financial assets and financial liabilities but where it does not intend to settle the amounts net or simultaneously and therefore the assets and liabilities concerned are presented gross.



 
326

 

Accounting policies continued
 
 
23. Capital instruments
The Group classifies a financial instrument that it issues as a liability if it is a contractual obligation to deliver cash or another financial asset, or to exchange financial assets or financial liabilities on potentially unfavourable terms and as equity if it evidences a residual interest in the assets of the Group after the deduction of liabilities. The components of a compound financial instrument issued by the Group are classified and accounted for separately as financial assets, financial liabilities or equity as appropriate.

Incremental costs that are directly attributable to an equity transaction are deducted from equity net of any related tax.

The consideration for any ordinary shares of the company purchased by the Group (treasury shares) is deducted from equity. On the cancellation of treasury shares their nominal value is removed from equity and any excess of consideration over nominal value is treated in accordance with the capital maintenance provisions of the Companies Act. On the sale or reissue of treasury shares the consideration received is credited to equity, net of any directly attributable incremental costs and related tax.

24. Derivatives and hedging
Derivative financial instruments are initially recognised, and subsequently measured, at fair value. Derivative fair values are determined from quoted prices in active markets where available. Where there is no active market for an instrument, fair value is derived from prices for the derivative's components using appropriate pricing or valuation models (see Note 11 Financial instruments - valuation).

A derivative embedded in a contract is accounted for as a stand-alone derivative if its economic characteristics are not closely related to the economic characteristics of the host contract; unless the entire contract is measured at fair value with changes in fair value recognised in profit or loss.

Gains and losses arising from changes in the fair value of derivatives that are not the hedging instrument in a qualifying hedge are recognised as they arise in profit or loss. Gains and losses are recorded in Income from trading activities except for gains and losses on those derivatives that are managed together with financial instruments designated at fair value; these gains and losses are included in Other operating income.

The Group enters into three types of hedge relationship: hedges of changes in the fair value of a recognised asset or liability or firm commitment (fair value hedges); hedges of the variability in cash flows from a recognised asset or liability or a highly probable forecast transaction (cash flow hedges); and hedges of the net investment in a foreign operation.


Hedge relationships are formally designated and documented at inception. The documentation identifies the hedged item and the hedging instrument and details the risk that is being hedged and the way in which effectiveness will be assessed at inception and during the period of the hedge. If the hedge is not highly effective in offsetting changes in fair values or cash flows attributable to the hedged risk, consistent with the documented risk management strategy, hedge accounting is discontinued. Hedge accounting is also discontinued if the Group revokes the designation of a hedge relationship.

Fair value hedge - in a fair value hedge, the gain or loss on the hedging instrument is recognised in profit or loss. The gain or loss on the hedged item attributable to the hedged risk is recognised in profit or loss and, where the hedged item is measured at amortised cost, adjusts the carrying amount of the hedged item. Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting; or if the hedging instrument expires or is sold, terminated or exercised; or if hedge designation is revoked. If the hedged item is one for which the effective interest rate method is used, any cumulative adjustment is amortised to profit or loss over the life of the hedged item using a recalculated effective interest rate.

Cash flow hedge - in a cash flow hedge, the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income and the ineffective portion in profit or loss. When the forecast transaction results in the recognition of a financial asset or financial liability, the cumulative gain or loss is reclassified from equity to profit or loss in the same periods in which the hedged forecast cash flows affect profit or loss. Otherwise the cumulative gain or loss is removed from equity and recognised in profit or loss at the same time as the hedged transaction. Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting; if the hedging instrument expires or is sold, terminated or exercised; if the forecast transaction is no longer expected to occur; or if hedge designation is revoked. On the discontinuance of hedge accounting (except where a forecast transaction is no longer expected to occur), the cumulative unrealised gain or loss is reclassified from equity to profit or loss when the hedged cash flows occur or, if the forecast transaction results in the recognition of a financial asset or financial liability, when the hedged forecast cash flows affect profit or loss. Where a forecast transaction is no longer expected to occur, the cumulative unrealised gain or loss is reclassified from equity to profit or loss immediately.

Hedge of net investment in a foreign operation - in the hedge of a net investment in a foreign operation, the portion of foreign exchange differences arising on the hedging instrument determined to be an effective hedge is recognised in other comprehensive income. Any ineffective portion is recognised in profit or loss. Non-derivative financial liabilities as well as derivatives may be the hedging instrument in a net investment hedge. On disposal or partial disposal of a foreign operation, the amount accumulated in equity is reclassified from equity to profit or loss.

 
 
 
327

 
 
Accounting policies continued
 
 
25. Share-based compensation
The Group operates a number of share-based compensation schemes under which it awards RBSG shares and share options to its employees. Such awards are generally subject to vesting conditions: conditions that vary the amount of cash or shares to which an employee is entitled. Vesting conditions include service conditions (requiring the employee to complete a specified period of service) and performance conditions (requiring the employee to complete a specified period of service and specified performance targets to be met). Other conditions to which an award is subject are non-vesting conditions (such as a requirement to save throughout the vesting period).

The cost of employee services received in exchange for an award of shares or share options granted is measured by reference to the fair value of the shares or share options on the date the award is granted and takes into account non-vesting conditions and market performance conditions (conditions related to the market price of RBSG shares): an award is treated as vesting irrespective of whether any market performance condition or non-vesting condition is met. The fair value of options granted is estimated using valuation techniques which incorporate exercise price, term, risk-free interest rates, the current share price and its expected volatility. The cost is expensed on a straight-line basis over the vesting period (the period during which all the specified vesting conditions must be satisfied) with a corresponding increase in equity in an equity-settled award, or a corresponding liability in a cash-settled award. The cost is adjusted for vesting conditions (other than market performance conditions) so as to reflect the number of shares or share options that actually vest.

If an award is modified, the original cost continues to be recognised as if there had been no modification. Where modification increases the fair value of the award, this increase is recognised as an expense over the modified vesting period. A new award of shares or share options is treated as the modification of a cancelled award if, on the date the new award is granted, the Group identifies them as replacing the cancelled award. The cancellation of an award through failure to meet non-vesting conditions triggers an immediate expense for any unrecognised element of the cost of an award.

26. Cash and cash equivalents
In the cash flow statement, cash and cash equivalents comprises cash and demand deposits with banks together with short-term highly liquid investments that are readily convertible to known amounts of cash and subject to insignificant risk of change in value.


Critical accounting policies and key sources of estimation uncertainty
The reported results of the Group are sensitive to the accounting policies, assumptions and estimates that underlie the preparation of its financial statements. UK company law and IFRS require the directors, in preparing the Group's financial statements, to select suitable accounting policies, apply them consistently and make judgements and estimates that are reasonable and prudent. In the absence of an applicable standard or interpretation, IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, requires management to develop and apply an accounting policy that results in relevant and reliable information in the light of the requirements and guidance in IFRS dealing with similar and related issues and the IASB's ’Conceptual Framework for Financial Reporting’. The judgements and assumptions involved in the Group's accounting policies that are considered by the Board to be the most important to the portrayal of its financial condition are discussed below. The use of estimates, assumptions or models that differ from those adopted by the Group would affect its reported results.

Pensions
The Group operates a number of defined benefit pension schemes as described in Note 4 on the accounts. The assets of the schemes are measured at their fair value at the balance sheet date. Scheme liabilities are measured using the projected unit credit method, which takes account of projected earnings increases, using actuarial assumptions that give the best estimate of the future cash flows that will arise under the scheme liabilities. These cash flows are discounted at the interest rate applicable to high-quality corporate bonds of the same currency and term as the liabilities. Any recognisable surplus or deficit of scheme assets over liabilities is recorded in the balance sheet as an asset (surplus) or liability (deficit).

In determining the value of scheme liabilities, financial and demographic assumptions are made including price inflation, pension increases, earnings growth and the longevity of scheme members. A range of assumptions could be adopted in valuing the schemes' liabilities. Different assumptions could significantly alter the amount of the surplus or deficit recognised in the balance sheet and the pension cost charged to the income statement. The assumptions adopted for the Group's pension schemes are set out in Note 4 on the accounts, together with sensitivities of the balance sheet and income statement to changes in those assumptions.

A pension asset of £144 million and a liability of £3,884 million were recognised on the balance sheet at 31 December 2012 (2011 - asset £188 million, liability £2,239 million; 2010 - asset £105 million, liability £2,288 million).

 
 
 
328

 
 
Accounting policies continued
 
 
Goodwill
The Group capitalises goodwill arising on the acquisition of businesses, as discussed in Accounting policy 6. The carrying value of goodwill as at 31 December 2012 was £11,266 million (2011 - £12,424 million; 2010 - £12,528 million).

Goodwill is the excess of the cost of an acquired business over the fair value of its net assets. The determination of the fair value of assets and liabilities of businesses acquired requires the exercise of management judgement; for example those financial assets and liabilities for which there are no quoted prices, and those non-financial assets where valuations reflect estimates of market conditions, such as property. Different fair values would result in changes to the goodwill arising and to the post-acquisition performance of the acquisition. Goodwill is not amortised but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each of the Group’s cash-generating units or groups of cash-generating units expected to benefit from the combination. Goodwill impairment testing involves the comparison of the carrying value of a cash-generating unit or group of cash-generating units with its recoverable amount. The recoverable amount is the higher of the unit’s fair value and its value in use. Value in use is the present value of expected future cash flows from the cash-generating unit or group of cash-generating units. Fair value is the amount obtainable for the sale of the cash-generating unit in an arm’s length transaction between knowledgeable, willing parties.

Impairment testing inherently involves a number of judgmental areas: the preparation of cash flow forecasts for periods that are beyond the normal requirements of management reporting; the assessment of the discount rate appropriate to the business; estimation of the fair value of cash-generating units; and the valuation of the separable assets of each business whose goodwill is being reviewed. Sensitivity to changes in assumptions is discussed in Note 17 on pages 382 to 384.

General insurance claims
The Group makes provision for the full cost of settling outstanding claims arising from its general insurance business at the balance sheet date, including claims estimated to have been incurred but not yet reported at that date and claims handling expenses. General insurance claims provisions amounted to £6,090 million at 31 December 2012 (2011 - £6,219 million; 2010 - £6,726 million).

Provisions are determined by management based on experience of claims settled and on statistical models which require certain assumptions to be made regarding the incidence, timing and amount of claims and any specific factors such as adverse weather conditions. Management use the work of internal and external actuaries to assess the level of gross and net outstanding claims provisions required to adopt a measurement basis of reserves which result in a provision in excess of actuarial best estimates. In order to calculate the total provision required, the historical development of claims is analysed using statistical methodology to extrapolate, within acceptable probability parameters, the value of outstanding claims at the balance sheet date. Also included in the estimation of outstanding claims are other assumptions such as the inflationary factor used for bodily injury claims which is based on historical trends and, therefore, allows for some increase due to changes in common law and statute; and the incidence of periodical payment orders and the rate at which payments under them are discounted. Costs for both direct and indirect claims handling expenses are also included. Outward reinsurance recoveries are accounted for in the same accounting period as the direct claims to which they relate. The outstanding claims provision is based on information available to management and the eventual outcome may vary from the original assessment. Actual claims experience may differ from the historical pattern on which the estimate is based and the cost of settling individual claims may exceed that assumed.

Provisions for liabilities
As set out in Note 22, at 31 December 2012 the Group recognised provisions for liabilities in respect of Payment Protection Insurance, £895 million (2011 - £745 million; 2010 - nil), Interest Rate Hedging Products, £676 million (2011 and 2010 - nil), LIBOR investigations, £381 million (2011 and 2010 - nil) and other regulatory proceedings and litigation, £368 million (2011 - £241 million; 2010 - £192 million). Provisions are liabilities of uncertain timing or amount, and are recognised when there is a present obligation as a result of a past event, the outflow of economic benefit is probable and the outflow can be estimated reliably. Judgement is involved in determining whether an obligation exists, and in estimating the probability, timing and amount of any outflows. Where the Group can look to another party such as an insurer to pay some or all of the expenditure required to settle a provision, any reimbursement is recognised when, and only when, it is virtually certain that it will be received.

Payment Protection Insurance - the Group has established a provision for redress payable in respect of the mis-selling of Payment Protection Insurance policies. The provision is management’s best estimate of the anticipated costs of redress and related administration expenses. The determination of appropriate assumptions to underpin the provision requires significant judgement by management. The principal assumptions underlying the provision together with sensitivities to changes in those assumptions are given in Note 22.

Interest Rate Hedging Products - the Group has agreed to a redress exercise and past business reviews in relation to the sale of Interest Rate Hedging Products to some small and medium sized businesses classified as retail clients. The ultimate cost of this exercise to the Group is uncertain. Estimating the liability depends on a number of assumptions. These assumptions and the sensitivity of the provision to changes in them are discussed in Note 22.


 
 
329

 
 
Accounting policies continued
 
 
Provisions for litigation - the Group and members of the Group are party to legal proceedings in the United Kingdom, the United States and other jurisdictions, arising out of their normal business operations. The measurement and recognition of liabilities in respect of litigation involves a high degree of management judgement. Before the existence of a present obligation as the result of a past event can be confirmed, numerous facts may need to be established, involving extensive and time-consuming discovery, and novel or unsettled legal questions addressed. Once it is determined there is an obligation, assessing the probability of economic outflows and estimating the amount of any liability can be very difficult. In many proceedings, it is not possible to determine whether any loss is probable or to estimate the amount of any loss. Furthermore, for an individual matter, there can be a wide range of possible outcomes and often it is not practicable to quantify a range of such outcomes. The Group’s outstanding litigation is periodically assessed in consultation with external professional advisers, where appropriate, to determine the likelihood of the Group incurring a liability. A detailed description of the Group’s material legal proceedings and a discussion of the nature of the associated uncertainties are given in Note 32.

Tax contingencies - determining the Group’s income tax charge and its provisions for income taxes necessarily involves a significant degree of estimation and judgement. The tax treatment of some transactions is uncertain and tax computations are yet to be agreed with the tax authorities in a number of jurisdictions. The Group recognises anticipated tax liabilities based on all available evidence and, where appropriate, in the light of external advice. Any difference between the final outcome and the amounts provided will affect current and deferred income tax assets and liabilities in the period when the matter is resolved.

Deferred tax
The Group makes provision for deferred tax on temporary differences where tax recognition occurs at a different time from accounting recognition. Deferred tax assets of £3,443 million were recognised as at 31 December 2012 (2011 - £3,878 million; 2010 - £6,373 million).

The Group has recognised deferred tax assets in respect of losses, principally in the UK, and temporary differences. Deferred tax assets are recognised in respect of unused tax losses to the extent that it is probable that there will be future UK taxable profits against which the losses can be utilised. Business projections indicate that sufficient future taxable income will be available against which to offset these recognised deferred tax assets within six years (2011 - six years). The Group's cumulative losses are principally attributable to the recent unparalleled market conditions. Deferred tax assets of £3,827 million (2011 - £3,246 million; 2010 - £2,008 million) have not been recognised in respect of tax losses carried forward in jurisdictions where doubt exists over the availability of future taxable profits. Further details about the Group’s deferred tax assets are given in Note 23.

Loan impairment provisions
The Group's loan impairment provisions are established to recognise incurred impairment losses in its portfolio of loans classified as loans and receivables and carried at amortised cost. A loan is impaired when there is objective evidence that events since the loan was granted have affected expected cash flows from the loan. Such objective evidence, indicative that a borrower’s financial condition has deteriorated, can include for loans that are individually assessed: the non-payment of interest or principal; debt renegotiation; probable bankruptcy or liquidation; significant reduction in the value of any security; breach of limits or covenants; and deteriorating trading performance and, for collectively assessed portfolios: the borrowers’ payment status and observable data about relevant macroeconomic measures.

The impairment loss is the difference between the carrying value of the loan and the present value of estimated future cash flows at the loan's original effective interest rate.

At 31 December 2012, loans and advances to customers classified as loans and receivables totalled £397,846 million (2011 - £427,805 million; 2010 - £482,710 million) and customer loan impairment provisions amounted to £21,136 million (2011 - £19,760 million; 2010 - £18,055 million).

There are two components to the Group's loan impairment provisions: individual and collective.

Individual component - all impaired loans that exceed specific thresholds are individually assessed for impairment. Individually assessed loans principally comprise the Group's portfolio of commercial loans to medium and large businesses. Impairment losses are recognised as the difference between the carrying value of the loan and the discounted value of management's best estimate of future cash repayments and proceeds from any security held. These estimates take into account the customer's debt capacity and financial flexibility; the level and quality of its earnings; the amount and sources of cash flows; the industry in which the counterparty operates; and the realisable value of any security held. Estimating the quantum and timing of future recoveries involves significant judgement. The size of receipts will depend on the future performance of the borrower and the value of security, both of which will be affected by future economic conditions; additionally, collateral may not be readily marketable. The actual amount of future cash flows and the date they are received may differ from these estimates and consequently actual losses incurred may differ from those recognised in these financial statements.

 
 
 
 
330

 
 
Accounting policies continued
 

Collective component - this is made up of two elements: loan impairment provisions for impaired loans that are below individual assessment thresholds (collectively assessed provisions) and for loan losses that have been incurred but have not been separately identified at the balance sheet date (latent loss provisions). Collectively assessed provisions are established on a portfolio basis using a present value methodology taking into account the level of arrears, security, past loss experience, credit scores and defaults based on portfolio trends. The most significant factors in establishing these provisions are the expected loss rates and the related average life. These portfolios include mortgages, credit card receivables and other personal lending. The future credit quality of these portfolios is subject to uncertainties that could cause actual credit losses to differ materially from reported loan impairment provisions. These uncertainties include the economic environment, notably interest rates and their effect on customer spending, the unemployment level, payment behaviour and bankruptcy trends. Latent loss provisions are held against estimated impairment losses in the performing portfolio that have yet to be identified as at the balance sheet date. To assess the latent loss within its portfolios, the Group has developed methodologies to estimate the time that an asset can remain impaired within a performing portfolio before it is identified and reported as such.

Fair value - financial instruments
Financial instruments classified as held-for-trading or designated as at fair value through profit or loss and financial assets classified as available-for-sale are recognised in the financial statements at fair value. All derivatives are measured at fair value. Gains or losses arising from changes in the fair value of financial instruments classified as held-for-trading or designated as at fair value through profit or loss are included in the income statement. Unrealised gains and losses on available-for-sale financial assets are recognised directly in equity unless an impairment loss is recognised.

Financial instruments measured at fair value include:

Loans and advances (held-for-trading and designated as at fair value though profit or loss) - principally comprise reverse repurchase agreements (reverse repos) and cash collateral.

Debt securities (held-for-trading, designated as at fair value though profit or loss and available-for-sale) - debt securities include those issued by governments, municipal bodies, mortgage agencies and financial institutions as well as corporate bonds, debentures and residual interests in securitisations.

Equity securities (held-for-trading, designated as at fair value though profit or loss and available-for-sale) - comprise equity shares of companies or corporations both listed and unlisted.

Deposits by banks and customer accounts (held-for-trading and designated as at fair value though profit or loss) - deposits measured at fair value principally include repurchase agreements (repos) and cash collateral.
 
Debt securities in issue (held-for-trading and designated as at fair value though profit or loss) - principally comprise medium term notes.

Short positions (held-for-trading) - arise in dealing and market making activities where debt securities and equity shares are sold which the Group does not currently possess.

Derivatives - these include swaps (currency swaps, interest rate swaps, credit default swaps, total return swaps and equity and equity index swaps), forward foreign exchange contracts, forward rate agreements, futures (currency, interest rate and equity) and options (exchange-traded options on currencies, interest rates and equities and equity indices and OTC currency and equity options, interest rate caps and floors and swaptions).

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values are determined from quoted prices in active markets for identical financial assets or financial liabilities where these are available. Fair value for a net open position in a financial instrument in an active market is the number of units of the instrument held times the current bid price (for financial assets) or offer price (for financial liabilities). In determining the fair value of derivative financial instruments gross long and short positions measured at current mid market prices are adjusted by bid-offer reserves calculated on a portfolio basis. Credit valuation adjustments are made when valuing derivative financial assets to incorporate counterparty credit risk. Adjustments are also made when valuing financial liabilities to reflect the Group’s own credit standing. Where the market for a financial instrument is not active, fair value is established using a valuation technique. These valuation techniques involve a degree of estimation, the extent of which depends on the instrument’s complexity and the availability of market-based data. More details about the Group’s valuation methodologies and the sensitivity to reasonably possible alternative assumptions of the fair value of financial instruments valued using techniques where at least one significant input is unobservable are given in Note 11 on pages 353 to 371.

Accounting developments
International Financial Reporting Standards
A number of IFRSs and amendments to IFRS were in issue at 31 December 2012 that had effective dates of 1 January 2013 or later.

Effective for 2013
The following IFRSs and amendments to IFRS have an effective date of 1 January 2013:

IFRS 10 ‘Consolidated Financial Statements’ replaces SIC-12 ‘Consolidation - Special Purpose Entities’ and the consolidation elements of the existing IAS 27 ‘Consolidated and Separate Financial Statements’. IFRS 10 adopts a single definition of control: a reporting entity controls another entity when the reporting entity has the power to direct the activities of that other entity so as to vary returns for the reporting entity. IFRS 10 requires retrospective application. The Group continues to assess aspects of IFRS 10. However implementation is not expected to have a material effect on the Group’s financial statements.

 
 
 
331

 
 
Accounting policies continued

 
IFRS 11 ‘Joint Arrangements’, which supersedes IAS 31’ Interests in Joint Ventures’, distinguishes between joint operations and joint ventures. Joint operations are accounted for by the investor recognising its assets and liabilities including its share of any assets held and liabilities incurred jointly and its share of revenues and costs. Joint ventures are accounted for in the investor’s consolidated accounts using the equity method. IFRS 11 requires retrospective application. Implementation of IFRS 11 will not have a material effect on the Group’s financial statements.

IFRS 12 ‘Disclosure of Interests in Other Entities’ covers disclosures for entities reporting under IFRS 10 and IFRS 11 replacing those in IAS 28 and IAS 27. Entities are required to disclose information that helps financial statement readers evaluate the nature, risks and financial effects associated with an entity’s interests in subsidiaries, in associates and joint arrangements and in unconsolidated structured entities.

IAS 27 ‘Separate Financial Statements’ comprises those parts of the existing IAS 27 that deal with separate financial statements. IAS 28 ‘Investments in Associates and Joint Ventures’ covers joint ventures as well as associates; both must be accounted for using the equity method. The mechanics of the equity method are unchanged. These two revised standards will have no material effect on the Group’s financial statements.

Although IFRS 10-12 (as amended) and revised IAS 27 and IAS 28 have an effective date of 1 January 2013, they have been endorsed by the EU for application from 1 January 2014. However, early adoption is permitted and the Group implemented these standards from 1 January 2013.

IFRS 13 ‘Fair Value Measurement’ sets out a single IFRS framework for defining and measuring fair value and requiring disclosures about fair value measurements. Implementation of IFRS 13 will not have a material effect on the Group’s financial statements.

‘Disclosures - Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7)’ amended IFRS 7 to require disclosures about the effects and potential effects on an entity’s financial position of offsetting financial assets and financial liabilities and related arrangements.

IAS 19 ‘Employee Benefits’ (revised) requires: the immediate recognition of all actuarial gains and losses eliminating the ‘corridor approach’; interest cost to be calculated on the net pension liability or asset at the long-term bond rate, an expected rate of return will no longer be applied to assets; and all past service costs to be recognised immediately when a scheme is curtailed or amended. If the Group had adopted IAS 19 revised as at 31 December 2012, profit after tax for the period ended 31 December 2012 would have been lower by £84 million (2011 - £154 million; 2010 - £105 million) and other comprehensive income after tax higher by the same amounts.

Amendments to IAS 1 ‘Presentation of Items of Other Comprehensive Income’ require items that will never be recognised in profit or loss to be presented separately in other comprehensive income from those items that are subject to subsequent reclassification.

‘Annual Improvements 2009-2011 Cycle’ makes a number of minor changes to IFRSs. These will not have a material effect on the Group’s financial statements.

Effective after 2013
In October 2012, the IASB issued ‘Investment Entities (amendments to IFRS 10, IFRS 12 and IAS 27)’. The amendments apply to ‘investment entities’: entities whose business is to invest funds solely for returns from capital appreciation, investment income or both and which evaluate the performance of their investments on a fair value basis. The amendments provide an exception to IFRS 10 by requiring investment entities to measure their subsidiaries (other than those that provide services related to the entity’s investment activities) at fair value through profit or loss, rather than consolidate them. The amendments are effective from 1 January 2014.

In December 2011, the IASB issued ’Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)’. The amendments add application guidance to IAS 32 to address inconsistencies identified in applying some of the standard’s criteria for offsetting financial assets and financial liabilities. The amendments are effective for annual periods beginning on or after 1 January 2014 and must be applied retrospectively.

The Group is reviewing these amendments to determine their effect on the Group’s financial reporting.

In November 2009, the IASB issued IFRS 9 ‘Financial Instruments’ simplifying the classification and measurement requirements in IAS 39 in respect of financial assets. The standard reduces the measurement categories for financial assets to two: fair value and amortised cost. A financial asset is classified on the basis of the entity's business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. Only assets with contractual terms that give rise to cash flows on specified dates that are solely payments of principal and interest on principal and which are held within a business model whose objective is to hold assets in order to collect contractual cash flows are classified as amortised cost. All other financial assets are measured at fair value. Changes in the value of financial assets measured at fair value are generally taken to profit or loss.

In October 2010, IFRS 9 was updated to include requirements in respect of the classification and measurement of liabilities. These do not differ markedly from those in IAS 39 except for the treatment of changes in the fair value of financial liabilities that are designated as at fair value through profit or loss attributable to own credit; these must be presented in other comprehensive income.

In December 2011, the IASB issued amendments to IFRS 9 and to IFRS 7 ‘Financial Instruments: Disclosures’ delaying the effective date of IFRS 9 to annual periods beginning on or after 1 January 2015 and introducing revised transitional arrangements including additional transition disclosures. If an entity implements IFRS 9 in 2012 the amendments permit it either to restate comparative periods or to provide the additional disclosures. Additional transition disclosures must be given if implementation takes place after 2012.

IFRS 9 makes major changes to the framework for the classification and measurement of financial instruments and will have a significant effect on the Group's financial statements. The Group is assessing the effect of IFRS 9 which will depend on the results of IASB's reconsideration of IFRS 9’s classification and measurement requirements and the outcome of the other phases in the development of IFRS 9.


 
 
332

 
 
Notes on the consolidated accounts
 
 
1 Net interest income

   
2012
   
2011
   
2010
 
      £m       £m       £m  
Loans and advances to customers
    16,188       17,827       18,712  
Loans and advances to banks
    493       680       575  
Debt securities
    1,849       2,529       3,065  
Interest receivable
    18,530       21,036       22,352  
                         
Customer accounts: demand deposits
    853       1,149       1,231  
Customer accounts: savings deposits
    1,612       1,307       1,148  
Customer accounts: other time deposits
    1,026       1,075       1,345  
Deposits by banks
    600       982       1,333  
Debt securities in issue
    2,023       3,371       3,277  
Subordinated liabilities
    815       740       417  
Internal funding of trading businesses
    199       109       (181 )
Interest payable
    7,128       8,733       8,570  
                         
Net interest income
    11,402       12,303       13,782  


 
 
333

 
 
Notes on the consolidated accounts continued
 
 
2 Non-interest income

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Fees and commissions receivable
     
Payment services
1,368 
1,498 
1,638 
Credit and debit card fees
1,088 
1,093 
2,432 
Lending (credit facilities)
1,480 
1,707 
1,863 
Brokerage
548 
631 
652 
Trade finance
314 
410 
423 
Investment management
471 
525 
568 
Other
440 
515 
617 
 
5,709 
6,379 
8,193 
       
Fees and commissions payable
     
Banking
(834)
(962)
(1,892)
       
Income from trading activities (1)
     
Foreign exchange
654 
1,327 
1,491 
Interest rate
1,932 
760 
1,862 
Credit
737 
(308)
48 
Changes in fair value of own debt and derivative liabilities attributable to own credit
     
  - debt securities in issue
(1,473)
225 
(75)
  - derivative liabilities
(340)
68 
68 
Equities
164 
606 
643 
Commodities
(1)
390 
Other
20 
90 
 
1,675 
2,701 
4,517 
       
Gain on redemption of own debt (2)
454 
255 
553 
       
Other operating income
     
Operating lease and other rental income
876 
1,307 
1,394 
Changes in the fair value of own debt designated as at fair value through profit or loss attributable
  to own credit (3)
     
  - debt securities in issue
(2,531)
1,259 
284 
  - subordinated liabilities
(305)
362 
(35)
Changes in the fair value of securities and other financial assets and liabilities
146 
150 
(180)
Changes in the fair value of investment properties
(153)
(139)
(405)
Profit on sale of securities
1,146 
829 
432 
Profit on sale of property, plant and equipment
34 
22 
50 
Profit/(loss) on sale of subsidiaries and associates
95 
(30)
(107)
Life business profits
98 
Dividend income
59 
54 
59 
Share of profits of associated entities
29 
26 
70 
Other income (4)
138 
134 
(305)
 
(465)
3,975 
1,355 
 
 
Notes:
(1)
The analysis of income from trading activities is based on how the business is organised and the underlying risks managed. Income from trading activities comprises gains and losses on financial instruments held for trading, both realised and unrealised, interest income and dividends and the related funding costs. The types of instruments include:
 
  - Foreign exchange: spot foreign exchange contracts, currency swaps and options, emerging markets and related hedges and funding.
 
  - Interest rate: interest rate swaps, forward foreign exchange contracts, forward rate agreements, interest rate options, interest rate futures and related hedges and funding.
 
  - Credit: asset-backed securities, corporate bonds, credit derivatives and related hedges and funding.
 
  - Equities: equities, equity derivatives and related hedges and funding.
 
  - Commodities: commodities, commodity contracts and related hedges and funding.
(2)
In March 2012 and September 2012, the Group redeemed certain notes resulting in net gains totalling £454 million being credited to profit or loss. In June 2011, the Group redeemed certain mortgage backed debt securities in exchange for cash, resulting in gains totalling £255 million being credited to profit or loss. In a series of exchange and tender offers in May 2010, the Group redeemed certain subordinated debt securities and equity preference shares in exchange for cash or senior debt. Gains of £553 million were credited to profit or loss in 2010. The exchanges involving instruments classified as liabilities all met the criteria in IFRS for treatment as the extinguishment of the original liability and the recognition of a new financial liability.
(3)
Measured as the change in fair value from movements in the year in the credit risk premium payable by the Group.
(4)
Includes income from activities other than banking and insurance.

 
 
 
334

 
 
Notes on the consolidated accounts continued
 
 
3 Operating expenses

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Wages, salaries and other staff costs
6,984 
7,112 
7,737 
Bonus tax
— 
27 
99 
Social security costs
562 
615 
617 
Share-based compensation
126 
197 
397 
Pension costs
     
  - defined benefit schemes (see Note 4)
416 
348 
519 
  - curtailment and settlement gains (see Note 4)
(41)
— 
(78)
  - defined contribution schemes
29 
57 
88 
Staff costs
8,076 
8,356 
9,379 
       
Premises and equipment
2,232 
2,423 
2,380 
Other administrative expenses (1)
5,593 
4,436 
3,571 
       
Property, plant and equipment (see Note 18)
1,097 
1,254 
1,415 
Intangible assets (see Note 17)
705 
585 
710 
Depreciation and amortisation
1,802 
1,839 
2,125 
       
Write-down of goodwill and other intangible assets (see Note 17) (2)
124 
80 
 
17,827 
17,134 
17,456 

Notes:
(1)
Includes Bank levy, Payment Protection Insurance costs, Interest Rate Hedging Products redress and related costs and regulatory fines, which are discussed in more detail below.
(2)
Excludes goodwill of £394 million written-off in 2012 in respect of Direct Line Group. Refer to Note 20 for further information.

Bank levy
The Finance Act 2011 introduced an annual bank levy in the UK. The levy is collected through the existing quarterly Corporation Tax collection mechanism.

The levy is based on the total chargeable equity and liabilities as reported in the balance sheet at the end of a chargeable period. The levy is not charged on the first £20 billion of chargeable liabilities.

The levy was charged at a rate of 0.088 per cent for 2012. Three different rates applied during 2011, these average to 0.075 per cent. The cost of the levy to the Group for 2012 is £175 million (2011 - £300 million) (included in Other administrative expenses). As the Group continues to target a reduction in wholesale funding, the cost should decline over time absent further rate increase. The levy for 2013 is currently 0.13 per cent.

Payment Protection Insurance (PPI)
To reflect current experience of PPI complaints received, the Group increased its provision for PPI by £1,110 million in 2012 (2011 - £850 million), bringing the cumulative charge taken to £2.2 billion, of which £1.3 billion (59%) in redress had been paid by 31 December 2012. Of the £2.2 billion cumulative charge, £2 billion relates to redress and £0.2 billion to administrative expenses. The eventual cost is dependent upon complaint volumes, uphold rates and average redress costs. Assumptions relating to these are inherently uncertain and the ultimate financial impact may be different from the amount provided. The Group will continue to monitor the position closely and refresh its assumptions as more information becomes available.

Interest Rate Hedging Products redress and related costs
Following an industry-wide review conducted in conjunction with the Financial Services Authority, a charge of £700 million has been booked for redress in relation to certain interest-rate hedging products sold to small and medium-sized businesses, classified as retail clients under FSA rules. Of the £700 million charge, £575 million relates to redress and the cost of closing out hedging positions, and £125 million to administrative expenses.

Regulatory fines
On 6 February, 2013 the Group reached agreement with the Financial Services Authority, the US Department of Justice and the Commodity Futures Trading Commission in relation to the setting of LIBOR and other trading rates, including financial penalties of £381 million. The Group continues to co-operate with these and other bodies in this regard and expects it will incur some additional financial penalties related to these matters.



 
335

 
 
Notes on the consolidated accounts continued
 
 
3 Operating expenses continued
Integration costs included in operating expenses comprise expenditure incurred in respect of cost reduction and revenue enhancement programmes connected with acquisitions made by the Group.
 
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Staff costs
— 
38 
210 
Premises and equipment
(2)
Other administrative expenses
51 
143 
Depreciation and amortisation
— 
11 
20 
Continuing operations
— 
106 
376 

Restructuring costs included in operating expenses comprise:
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Staff costs
700 
342 
341 
Premises and equipment
141 
155 
117 
Other administrative expenses
261 
268 
96 
Depreciation and amortisation
142 
— 
— 
Continuing operations
1,244 
765 
554 
Discontinued operations
50 
23 
20 
 
1,294 
788 
574 

Divestment costs included in operating expenses comprise:
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Staff costs
111 
84 
51 
Premises and equipment
(2)
11 
Other administrative expenses
62 
50 
25 
Continuing operations
171 
145 
82 
Discontinued operations
85 
20 
— 
 
256 
165 
82 

The average number of persons employed, rounded to the nearest hundred, in the continuing operations of the Group during the year, excluding temporary staff, was 123,500 (2011 - 129,200; 2010 - 138,600); on the same basis there were 15,000 people employed in discontinued operations (2011 - 15,100; 2010 - 27,200). The average number of temporary employees during 2012 was 10,900 (2011 - 11,400; 2010 - 10,800). The number of persons employed in the continuing operations of the Group at 31 December, excluding temporary staff, were as follows:

 
2012 
2011 
2010 
UK Retail
27,600 
29,500 
30,500 
UK Corporate
13,000 
13,400 
13,100 
Wealth
5,200 
5,500 
5,300 
International Banking
4,000 
4,900 
4,900 
Ulster Bank
4,400 
4,400 
4,400 
US Retail & Commercial
15,400 
16,200 
16,600 
Retail & Commercial
69,600 
73,900 
74,800 
Markets
9,800 
12,300 
12,800 
Central items
5,900 
5,300 
4,300 
Non-Core
2,900 
4,100 
6,400 
Business Services
30,500 
31,300 
31,900 
Integration and restructuring
500 
600 
300 
Total
119,200 
127,500 
130,500 
       
UK
71,200 
76,600 
79,000 
USA
22,300 
23,100 
23,900 
Europe
9,200 
9,800 
9,800 
Rest of the World
16,500 
18,000 
17,800 
Total
119,200 
127,500 
130,500 

There were 14,300 people employed in discontinued operations at 31 December 2012 (2011 - 15,100; 2010 - 15,000).

 
 
 
336

 
 
Notes on the consolidated accounts continued
 
 
Share-based payments
As described in the Remuneration report on pages 279 to 301, the Group grants share-based awards to employees principally on the following bases:

Award plan
Eligible employees
Nature of award (1)
Vesting conditions (2)
Issue dates
Sharesave
UK, Republic of Ireland, Channel Islands, Gibraltar and Isle of Man
Option to buy shares under employee savings plan
Continuing employment or leavers in certain circumstances
2013 to 2019
Deferred performance awards
All
Awards of ordinary shares
Continuing employment or leavers in certain circumstances
2013 to 2015
Restricted share awards
Senior employees
Awards of conditional shares
Continuing employment or leavers in certain circumstances and/or achievement of performance conditions
2013 to 2015
Long-term incentives (3)
Senior employees
Awards of conditional shares or share options
Continuing employment or leavers in certain circumstances and/or achievement of performance conditions
2013 to 2019

Notes:
(1)
Awards are equity-settled unless international comparability is better served by cash-settled awards.
(2)
All awards have vesting conditions and therefore some may not vest.
(3)
Long-term incentives include the Executive Share Option Plan, the Long-Term Incentive Plan and the Medium-Term Performance Plan.
(4)
The strike price of options and the fair value on granting awards of fully paid shares is the average market price over the five trading days preceding grant date.

The number of shares and exercise prices for all previous share awards have been adjusted for the sub-division and one-for-ten consolidation of ordinary shares in June 2012.

Sharesave

 
2012
 
2011 (1)
 
2010 (1)
 
Average 
exercise price 
 £ 
Shares 
 under option 
(million)
 
Average 
exercise price 
£ 
Shares 
under option 
 (million)
 
Average 
exercise price 
£ 
Shares 
under option 
 (million)
At 1 January
3.36 
64 
 
4.88 
101 
 
5.07 
104 
Granted
2.49 
14 
 
2.33 
30 
 
4.34 
15 
Exercised
2.37 
— 
 
3.80 
(1)
 
3.80 
(1)
Cancelled
3.76 
(21)
 
4.11 
(66)
 
4.47 
(17)
At 31 December
2.86 
57 
 
3.36 
64 
 
4.88 
101 

Note:
(1)
Adjusted for the sub-division and one-for-ten consolidation of ordinary shares in June 2012.

Options are exercisable within six months of vesting; 0.2 million were exercisable at 31 December 2012 (2011 - 0.3 million; 2010 - 2.3 million). The weighted average share price at the date of exercise of options was £2.78 (2011 - £4.21; 2010 - £4.51). At 31 December 2012, exercise prices ranged from £2.33 to £39.27 and the average contractual life was 3.9 years (2011 - £2.33 to £39.27 and 3.7 years; 2010 - £3.80 to £39.27 and 3.3 years). The fair value of options granted in 2012 was £28 million (2011 - £43 million; 2010 - £48 million).
 
 
 
 
337

 
 
Notes on the consolidated accounts continued
 
 
3 Operating expenses continued
Deferred performance awards

 
2012
 
2011
 
2010
 
Value at 
grant 
£m 
Shares 
awarded 
(million)
 
Value at 
grant 
£m 
Shares 
awarded (1)
(million)
 
Value at 
grant 
£m 
Shares 
awarded (1)
 (million)
At 1 January
756 
191 
 
1,009 
267 
 
— 
— 
Granted
141 
50 
 
258 
58 
 
1,043 
276 
Forfeited
(98)
(25)
 
(47)
(13)
 
(34)
(9)
Vested
(538)
(143)
 
(464)
(121)
 
— 
— 
At 31 December
261 
73 
 
756 
191 
 
1,009 
267 

The awards granted in 2012 vest evenly over the following three anniversaries.

Restricted share awards
 
2012
 
2011
 
2010
 
Value at 
grant 
£m 
Shares 
awarded 
 (million)
 
Value at 
 grant 
£m 
Shares 
awarded (1)
(million)
 
Value at 
grant 
£m 
Shares 
awarded (1)
 (million)
At 1 January
100 
30 
 
110 
34 
 
117 
33 
Granted
— 
— 
 
— 
— 
 
26 
Exercised
(49)
(17)
 
(6)
(3)
 
(6)
(2)
Lapsed
(35)
(10)
 
(4)
(1)
 
(27)
(3)
At 31 December
16 
 
100 
30 
 
110 
34 

The market value of awards exercised in 2012 was £45 million (2011 - £11 million; 2010 - £6 million).

Long-term incentives
 
2012
 
2011
 
2010
 
Value 
at grant 
£m 
Shares 
awarded 
 (million)
Options 
 over shares 
 (million)
 
Value at 
grant 
£m 
Shares 
awarded (1)
 (million)
Options 
 over shares (1) (million)
 
Value at 
grant 
£m 
Shares 
awarded (1)
 (million)
Options 
 over shares (1) (million)
At 1 January
345 
58 
37 
 
219 
25 
38 
 
122 
41 
Granted
157 
59 
— 
 
154 
37 
 
115 
24 
— 
Exercised
(15)
(4)
(1)
 
(6)
(1)
— 
 
— 
— 
— 
Lapsed
(112)
(15)
(16)
 
(22)
(3)
(2)
 
(18)
— 
(3)
At 31 December
375 
98 
20 
 
345 
58 
37 
 
219 
25 
38 

Note:
(1)
Adjusted for the sub-division and one-for-ten consolidation of ordinary shares in 2012.


The market value of awards exercised in 2012 was £10 million (2011 - £5 million; 2010 - less than £1 million). There are vested options over 18 million shares exercisable up to 2019 (2011 - 4.8 million shares up to 2019; 2010 - 3.3 million shares up to 2020).

At 31 December 2012, a provision of £1 million had been made in respect of 0.1 million share awards and 0.3 million options over shares that may be cash-settled (2011 - £3 million in respect of 0.4 million share awards and 1.4 million options over shares; 2010 - £6 million in respect of 0.3 million share awards and 1.6 million options over shares).
 
The fair value of options granted in 2012 was determined using a pricing model that included: expected volatility of shares determined at the grant date based on historic volatility over a period of up to seven years; expected option lives that equal the vesting period; no dividends on equity shares; and a risk-free interest rate determined from the UK gilt rates with terms matching the expected lives of the options.



 
338

 
 
Notes on the consolidated accounts continued
 
 
Variable compensation awards
The following tables analyse the Group and Markets variable compensation awards for 2012 (1).

 
Group
 
Markets
 
2012 
£m 
2011 
£m 
Change 
%
 
2012 
£m 
2011 
£m 
Change 
%
Non-deferred cash awards (2)
73 
70 
 
10 
11 
Non-deferred share awards
27 
34 
(21)
 
17 
21 
(19)
Total non-deferred variable compensation
100 
104 
(4)
 
27 
30 
(10)
Deferred bonds awards
497 
589 
(16)
 
212 
264 
(20)
Deferred share awards
82 
96 
(15)
 
48 
66 
(27)
Total deferred variable compensation
579 
685 
(15)
 
260 
330 
(21)
Total variable compensation pre clawback (3)
679 
789 
(14)
 
287 
360 
(20)
Clawback of prior year deferred awards (4)
(72)
— 
— 
 
(72)
— 
— 
Total variable compensation (3)
607 
789 
(23)
 
215 
360 
(40)
               
               
Increase in operating profit (5) in 2012
90% 
     
68% 
   
Variable compensation (pre clawback) as a % of operating profit (5)
20% 
43% 
   
19% 
40% 
 
Variable compensation (pre clawback) as a % of operating profit before variable compensation (6)
16% 
28% 
   
16% 
25% 
 
Variable compensation (post clawback) as a % of operating profit before variable compensation (6)
15% 
28% 
   
12% 
25% 
 
Proportion of variable compensation pre clawback that is deferred
85% 
87% 
   
91% 
92% 
 

Operating profit for the Group increased by 90% and for Markets by 68% in 2012. Variable compensation as a proportion of operating profit before variable compensation decreased to 16% from 28% in 2011 for the Group and to 16% from 25% for Markets. At a constant proportion as for 2011 variable compensation for 2012 would have been c.£500 million and c.£160 million higher for the Group and Markets, respectively.

Reconciliation of variable compensation awards to income statement charge
2012 
£m 
2011 
£m 
Variable compensation awarded
679 
789 
Less: deferral of charge for amounts awarded for current year
(262)
(298)
Add: current year charge for amounts deferred from prior years
299 
484 
Income statement charge for variable compensation (3)
716 
975 

 
Actual
 
Expected
Year in which income statement charge is expected to be taken for deferred variable compensation
2011 
£m 
2012 
£m 
 
 
2013 
£m 
2014 
and beyond 
£m 
Variable compensation deferred from 2009 and earlier
155 
75 
 
— 
— 
Variable compensation deferred from 2010
329 
93 
 
78 
Variable compensation deferred from 2011
— 
190 
 
49 
21 
Clawback of variable compensation
— 
(59)
 
(10)
(3)
Variable compensation for 2012 deferred
— 
— 
 
199 
63 
 
484 
299 
 
316 
85 

Notes:
(1)
The tables above relate to continuing businesses only. Discontinued businesses in 2012 amount to £24 million (2011 - £32 million). In addition 2011 has been restated to include sales incentive and long-term incentive plan expense of £12 million which has been reclassified in 2012, as well as £6 million for the UK branch-based businesses which was included in disposal groups in 2011.
(2)
Cash payments to all employees are limited to £2,000.
(3)
Excludes other performance related compensation.
(4)
Relates to the clawback of prior year variable compensation awards which forms part of the LIBOR actions taken by management detailed on page 340.
(5)
Reported operating profit before one-off and other items.
(6)
Reported operating profit pre variable compensation expense and before one-off and other items.
 
 
 
 
339

 
 
Notes on the consolidated accounts continued
 
 
3 Operating expenses continued
Variable compensation awards continued
LIBOR
On 6 February 2013, the Group made an announcement in relation to the investigations conducted in relation to attempts to manipulate LIBOR and the settlements reached with the FSA and US authorities. The investigations uncovered wrongdoing on the part of 21 employees, predominantly in relation to the setting of the bank’s Yen and Swiss Franc LIBOR submissions in the period October 2006 to November 2010.

The Board has acknowledged that there were serious shortcomings in our risk and control systems and also in the integrity of a small group of our employees, and has taken action to ensure full and proper accountability:

·
All 21 wrongdoers referred to in the regulatory findings have left the organisation or been subject to disciplinary action.

·
Individuals found culpable have left the bank with no 2012 variable compensation awards and full clawback of any outstanding past variable compensation applied.
 
·
Supervisors with accountability for the business but no knowledge or involvement in the wrongdoing have received zero variable compensation awards for 2012 and a range of clawback from prior years depending on specific findings.
 
·
Reduction of variable compensation awards and long-term incentive awards and prior year clawback has been made across RBS and particularly in the Markets division to account for the reputational damage of these events and the risk of additional outstanding legal and regulatory action.

The actions we have taken reinforce the messages we are sending on the how seriously the Board takes integrity and risk and control issues. The impact of such issues on our shareholders and wider stakeholders extends beyond those directly involved in LIBOR, so it is appropriate that remuneration actions have a Group-wide impact.

The cumulative impact of the Board’s actions is a deduction from employee incentive pay of over £300 million, with the Markets division bearing the greatest cost. A breakdown of how this figure has been reached is set out below:
 
 
£m
Variable compensation award reduction
110
Long term incentive award reduction
30
Clawback of prior year awards (including LTIP)
112
Committed future reduction 2013/2014
50
Total
302


4 Pensions
The Group sponsors a number of pension schemes in the UK and overseas, predominantly defined benefit schemes, whose assets are independent of the Group’s finances. The principal defined benefit scheme is The Royal Bank of Scotland Group Pension Fund (the “Main scheme”) which accounts for 85% (2011 - 85%; 2010 - 84%) of the Group’s retirement benefit obligations.

The Group’s defined benefit schemes generally provide a pension of one-sixtieth of final pensionable salary for each year of service prior to retirement up to a maximum of 40 years. Employees do not make contributions for basic pensions but may make voluntary contributions to secure additional benefits on a money-purchase basis. Since October 2006, the Main scheme has been closed to new entrants who have instead been offered membership of The Royal Bank of Scotland Retirement Savings Plan, a defined contribution pension scheme.

Since 2009, pensionable salary increases in the Main scheme and certain other UK and Irish schemes have been limited to 2% per annum or CPI inflation if lower.

With effect from 1 October 2012, employees in the Main scheme and certain other UK schemes were offered a choice between accepting an increase in the charge made for membership of 5% of salary, or a retirement age of 65 for future benefits.

The Group also provides post-retirement benefits other than pensions, principally through subscriptions to private healthcare schemes in the UK and the US and unfunded post-retirement benefit plans. Provision for the costs of these benefits is charged to the income statement over the average remaining future service lives of eligible employees. The amounts are not material.



 
340

 

Notes on the consolidated accounts continued
 

Interim valuations of the Group’s schemes under IAS 19 ‘Employee Benefits’ were prepared to 31 December with the support of independent actuaries, using the following assumptions:
 
 
Main scheme
 
All schemes
Principal actuarial assumptions at 31 December (weighted average)
2012 
2011 
2010 
2012 
2011 
2010 
Discount rate
4.5 
5.0 
5.5 
 
4.4 
5.2 
5.4 
Expected return on plan assets
5.3 
5.7 
6.7 
 
5.3 
5.6 
6.3 
Rate of increase in salaries
1.8 
1.8 
1.8 
 
1.7 
2.0 
2.0 
Rate of increase in pensions in payment
2.8 
3.0 
3.3 
 
2.6 
2.9 
3.0 
Inflation assumption
2.9 
3.0 
3.3 
 
2.8 
3.0 
3.2 
 
 
Discount rate
The Group discounts its defined benefit pension obligations at discount rates determined by reference to the yield on ‘high quality’ corporate bonds.

The sterling yield curve (applied to 91% of the Group’s defined benefit obligations) is constructed by reference to yields on ‘AA’ corporate bonds from which a single discount rate is derived based on a cash flow profile similar in structure and duration to the pension obligations. Significant judgement is required when setting the criteria for bonds to be included in the population from which the yield curve is derived. The criteria include issuance size, quality of pricing and the exclusion of outliers. Judgement is also required in determining the shape of the yield curve at long durations: a constant credit spread relative to gilts is assumed. In previous years, the discount rate was determined by reference to the upper quartile yield on the iBoxx over 15 year sterling corporate bond index, less a margin determined by reference to the shape of the yield curve and the spread of yields among the index’s constituents.

Discount rates for other currencies are derived using a variety of methodologies. In the case of US dollar defined pension obligations, a matching portfolio of high-quality ‘AA’ corporate bonds is used for the first 30 years’ cash flows; cash flows beyond 30 years are discounted using a yield curve determined in a similar way to the UK. For euro defined pension obligations, a similar approach to the UK has been used at 31 December 2012. However, at longer durations, rates are derived by extrapolating yields on ‘A’ and ‘AAA’ corporate bonds to derive equivalent ‘AA’ yields. Prior to 2012, extrapolation was not used at longer durations and different criteria were used to determine the reference pool of ‘AA’ bonds.

 
Main scheme
 
All schemes
Major classes of plan assets as a percentage of total plan assets
2012 
2011 
2010 
 
2012 
2011 
2010 
Quoted equities
23.4 
20.9 
25.9 
 
25.0 
23.3 
28.2 
Private equity
5.4 
5.8 
5.4 
 
4.7 
4.9 
4.5 
Index-linked bonds
30.7 
26.1 
27.0 
 
28.7 
24.3 
24.1 
Government fixed interest bonds
1.9 
0.9 
— 
 
2.9 
2.8 
1.9 
Corporate and other bonds
21.1 
23.9 
26.2 
 
21.0 
22.2 
24.8 
Hedge funds
2.2 
2.5 
3.2 
 
2.5 
2.4 
3.5 
Property
4.3 
3.5 
3.4 
 
4.2 
3.6 
3.6 
Derivatives
2.2 
2.4 
0.9 
 
2.0 
2.1 
1.2 
Cash and other assets
8.7 
13.8 
7.8 
 
9.0 
13.7 
8.1 
Equity exposure of equity futures
9.0 
17.7 
25.6 
 
8.4 
15.7 
21.4 
Cash exposure of equity futures
(8.9)
(17.5)
(25.4)
 
(8.4)
(15.0)
(21.3)
 
100.0 
100.0 
100.0 
 
100.0 
100.0 
100.0 

The Main scheme, which represents 85% of plan assets at 31 December 2012 (2011 and 2010 - 84%), is invested in a diversified portfolio of quoted and private equity, government and corporate fixed-interest and index-linked bonds, and other assets including property and hedge funds.

The Main scheme also employs derivative instruments, where appropriate, to achieve a desired asset class exposure or to match assets more closely to liabilities. The value of assets shown reflects the actual physical assets held by the scheme, with any derivative holdings valued on a mark-to-market basis. The return on assets on the total scheme has been based on the asset exposure created allowing for the net impact of the derivatives on the risk and return profile of the holdings.
 
 
 
 
341

 
 
Notes on the consolidated accounts continued
 
 
4 Pensions continued
The Main scheme’s holdings of derivative instruments are summarised in the table below:

 
2012
 
2011
 
2010
 
Notional 
Fair value
 
Notional 
Fair value
 
Notional
Fair value
 
amounts 
Assets 
Liabilities 
 
amounts 
Assets 
Liabilities 
 
amounts 
Assets
Liabilities
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m
£m
£m
Inflation rate swaps
5,474 
20 
335 
 
2,585 
67 
178 
 
2,132 
69 
Interest rate swaps
19,304 
3,424 
2,811 
 
15,149 
2,232 
1,864 
 
10,727 
270 
110 
Total return swaps
515 
— 
 
2,085 
169 
— 
 
466 
16 
— 
Currency swaps
2,539 
326 
259 
 
2,861 
116 
117 
 
(973)
— 
Credit default swaps
709 
11 
12 
 
238 
— 
 
— 
— 
— 
Equity and bond futures
2,109 
16 
17 
 
3,745 
80 
10 
 
4,851 
49 
14 
Currency forwards
8,551 
41 
— 
 
2,078 
— 
 
4,883 
35 
91 
Equity and bond call options
963 
94 
— 
 
814 
67 
 
— 
— 
— 
Equity and bond put options
963 
13 
31 
 
665 
11 
— 
 
— 
— 
— 


The investment strategy of other schemes is similar to that of the Main scheme, adjusted to take account of the nature of liabilities, risk appetite of the trustees, size of the scheme and any local regulatory constraints. The use of derivative instruments outside of the Main scheme is not material.

Swaps are part of the management of the inflation and interest rate sensitivity of the Main scheme liabilities. They have been executed at prevailing market rates and within standard market bid/offer spreads. The majority of swaps are with The Royal Bank of Scotland plc and National Westminster Bank Plc (the “banks”). At 31 December 2012,
the gross notional value of the swaps was £28,541 million (2011 - £22,918 million; 2010 - £12,352 million) and had a net positive fair value of £370 million (2011 - £431 million; 2010 - £236 million) to the scheme.

Collateral is required on all swap transactions with those between the banks and the Main scheme on terms that do not allow the banks to re-hypothecate. The banks had delivered £521 million of collateral at 31 December 2012 (2011 - £375 million; 2010 - £210 million).

Ordinary shares of the company with a fair value of £4 million (2011 - £3 million; 2010 - £9 million) are held by the Group's Main scheme which also holds other financial instruments issued by the Group with a value of £610 million (2011 - £424 million; 2010 - £264 million).
 
The expected return on plan assets at 31 December is based upon the weighted average of the following assumed returns on the major classes of plan assets, allowing for the net impact of derivatives on the risk and return profile:

 
Main scheme
 
All schemes
 
2012 
2011 
2010 
 
2012 
2011 
2010 
Quoted equities
7.7 
7.7 
7.7 
 
7.8 
7.7 
7.5 
Private equity
7.7 
7.7 
7.7 
 
7.7 
7.7 
7.7 
Index-linked bonds
3.2 
3.1 
4.2 
 
3.2 
3.1 
4.0 
Government fixed interest bonds
3.2 
3.1 
— 
 
2.9 
2.8 
2.9 
Corporate and other bonds
4.2 
4.7 
5.5 
 
4.2 
4.7 
5.2 
Hedge funds
6.0 
6.0 
6.0 
 
6.0 
6.0 
5.3 
Property
6.7 
6.7 
6.7 
 
6.7 
6.5 
6.4 
Cash and other assets
2.6 
2.6 
4.0 
 
2.6 
2.9 
3.7 
Equity exposure of equity futures
7.7 
7.7 
7.7 
 
7.7 
7.7 
7.7 
Cash exposure of equity futures
2.6 
2.6 
4.0 
 
2.6 
2.6 
4.0 
Total fund
5.3 
5.7 
6.7 
 
5.3 
5.6 
6.3 

Post-retirement mortality assumptions (Main scheme)
2012 
2011 
2010 
Longevity at age 60 for current pensioners (years)
     
Males
27.5 
27.3 
27.2 
Females
29.8 
29.6 
29.6 
       
Longevity at age 60 for future pensioners currently aged 40 (years)
     
Males
29.5 
29.3 
29.3 
Females
31.0 
30.9 
30.8 

 
 
 
 
342

 
 
Notes on the consolidated accounts continued

 
 
Main scheme
 
All schemes
Changes in value of net pension deficit
Fair value 
of plan 
assets 
£m 
Present value 
 of defined 
benefit 
obligations
£m 
Net pension 
deficit 
£m 
 
Fair value 
of plan 
assets 
£m 
Present value 
 of defined 
benefit 
obligations
£m 
Net pension 
deficit 
£m 
At 1 January 2011
19,110 
21,092 
1,982 
 
22,816 
24,999 
2,183 
Currency translation and other adjustments
— 
— 
— 
 
(30)
(33)
(3)
Income statement
             
  Expected return
1,258 
 
(1,258)
 
1,488 
 
(1,488)
  Interest cost
 
1,150 
1,150 
   
1,354 
1,354 
  Current service cost
 
327 
327 
   
440 
440 
  Past service cost
 
39 
39 
   
43 
43 
 
1,258 
1,516 
258 
 
1,488 
1,837 
349 
Statement of comprehensive income
             
  - Actuarial gains and losses
759 
1,096 
337 
 
636 
1,217 
581 
Contributions by employer
733 
— 
(733)
 
1,059 
— 
(1,059)
Contributions by plan participants and other scheme members
— 
— 
— 
 
10 
10 
— 
Benefits paid
(698)
(698)
— 
 
(840)
(840)
— 
Expenses included in service cost
(51)
(51)
— 
 
(53)
(53)
— 
At 1 January 2012
21,111 
22,955 
1,844 
 
25,086 
27,137 
2,051 
Currency translation and other adjustments
— 
— 
— 
 
(65)
(77)
(12)
Income statement
             
  Expected return
1,178 
 
(1,178)
 
1,390 
 
(1,390)
  Interest cost
 
1,137 
1,137 
   
1,330 
1,330 
  Current service cost
 
319 
319 
   
426 
426 
  Past service cost
 
80 
80 
   
80 
80 
  Gains on curtailments and settlements
 
— 
— 
   
(41)
(41)
 
1,178 
1,536 
358 
 
1,390 
1,795 
405 
Statement of comprehensive income
             
  - Actuarial gains and losses
210 
1,988 
1,778 
 
373 
2,643 
2,270 
Contributions by employer
773 
— 
(773)
 
977 
— 
(977)
Contributions by plan participants and other scheme members
— 
— 
— 
 
10 
10 
— 
Benefits paid
(772)
(772)
— 
 
(910)
(910)
— 
Assets and obligations extinguished on settlements
— 
— 
— 
 
(360)
(360)
— 
Expenses included in service cost
(59)
(59)
— 
 
(67)
(67)
— 
Transfer to disposal groups
— 
— 
— 
 
(64)
(61)
At 31 December 2012
22,441 
25,648 
3,207 
 
26,370 
30,110 
3,740 

 
Net pension deficit comprises
2012 
£m 
2011 
£m 
2010 
£m 
Net assets of schemes in surplus (included in Prepayments, accrued income and other assets, Note 19)
(144)
(188)
(105)
Net liabilities of schemes in deficit
3,884 
2,239 
2,288 
 
3,740 
2,051 
2,183 
 
 
 
 
343

 
 
Notes on the consolidated accounts continued

 
4 Pensions continued
The pension charge to the income statement comprises:
 
2012 
£m 
2011 
£m 
2010 
£m 
Continuing operations
375 
348 
441 
Discontinued operations
30 
21 
 
405 
349 
462 


Curtailment gains of £9 million (2011 - nil; 2010 - £78 million) were recognised in 2012 arising from changes to pension benefits in a subsidiary’s scheme. Settlement gains of £32 million were recognised in 2012 (2011 and 2010 - nil) in respect of subsidiaries schemes.

Following the legal separation of ABN AMRO Bank N.V. on 1 April 2010, ABN AMRO’s principal pension scheme in the Netherlands was transferred to the State of the Netherlands. At 31 December 2009, this scheme had fair value of plan assets of £8,118 million and present value of defined benefit obligations of £8,298 million. The principal actuarial assumptions at 31 December 2009 were: discount rate 5.25%; expected return on plan assets (weighted average) 5.25%; rate of increase in salaries 2.5%; rate of increase in pensions in payment 2.0%; and inflation assumption 2.0%.

The Group and the Trustees of the Main scheme agreed the funding valuation as at 31 March 2010 in 2011. It showed that the value of liabilities exceeded the value of assets by £3.5 billion as at 31 March 2010, a ratio of assets to liabilities of 84%. In order to eliminate this deficit, the Group will pay additional contributions each year over the period 2011 to 2018. Contributions started at £375 million per annum in 2011, increasing to £400 million per annum in 2013 and from 2016 onwards will be further increased in line with price inflation. These contributions are in addition to the regular annual contributions of around £250 million for future accrual of benefits.

The Group expects to contribute a total of £766 million to its defined benefit pension schemes in 2013 (Main scheme - £650 million). Of the net liabilities of schemes in deficit, £168 million (relates to unfunded schemes.

Cumulative net actuarial losses of £7,075 million (2011 - £4,805 million; 2010 - £4,224 million) have been recognised in the statement of comprehensive income, of which £5,367 million losses (2011 - £3,589 million; 2010 - £3,252 million) relate to the Main scheme.

 
 
Main scheme
 
All schemes
History of defined benefit schemes
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Fair value of plan assets
22,441 
21,111 
19,110 
16,603 
14,804 
 
26,370 
25,086 
22,816 
27,925 
25,756 
Present value of defined benefit
  obligations
25,648 
22,955 
21,092 
18,675 
15,594 
 
30,110 
27,137 
24,999 
30,830 
27,752 
Net deficit
3,207 
1,844 
1,982 
2,072 
790 
 
3,740 
2,051 
2,183 
2,905 
1,996 
                       
                       
Experience (losses)/gains on plan
  liabilities
(232)
(208)
(858)
135 
(55)
 
(207)
(200)
(882)
328 
(65)
Experience gains/(losses) on plan
  assets
210 
759 
1,718 
993 
(4,784)
 
373 
636 
1,797 
1,344 
(6,051)
Actual return/(loss) on pension
  schemes assets
1,388 
2,017 
2,832 
2,022 
(3,513)
 
1,763 
2,124 
3,225 
2,897 
(4,186)
Actual return/(loss) on pension
  schemes assets - %
6.6% 
10.6% 
17.2% 
13.8% 
(19.0%)
 
7.1% 
9.3% 
15.6% 
11.4% 
(14.5%)


 
 
344

 
 
Notes on the consolidated accounts continued

 
The table below sets out the sensitivities of the pension cost for the year and the present value of defined benefit obligations at 31 December to a change in the principal actuarial assumptions:

 
Main scheme
 
All schemes
 
Increase/(decrease)
 
Increase/(decrease)
 
in pension cost
 for year
 
in obligation
at 31 December
 
in pension cost
 for year
 
in obligation
at 31 December
 
2012 
2011 
2010 
 
2012 
2011 
2010 
 
2012 
2011 
2010 
 
2012 
2011 
2010 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
0.25% increase in the discount rate
(66)
(13)
(17)
 
(1,199)
(1,019)
(925)
 
(79)
(20)
(25)
 
(1,392)
(1,181)
(1,079)
0.25% increase in inflation
58 
60 
59 
 
995 
911 
799 
 
67 
71 
69 
 
1,129 
1,040 
918 
0.25% additional rate of increase in
  pensions in payment
39 
39 
37 
 
690 
618 
527 
 
45 
45 
43 
 
782 
691 
599 
0.25% additional rate of increase in
  deferred pensions
18 
20 
21 
 
297 
285 
265 
 
21 
23 
25 
 
342 
322 
304 
0.25% additional rate of increase in
  salaries
 
95 
56 
56 
 
12 
11 
 
125 
79 
78 
Longevity increase of 1 year
35 
33 
34 
 
647 
566 
519 
 
39 
41 
40 
 
727 
671 
588 


5 Auditor’s remuneration
Amounts paid to the Group's auditors for statutory audit and other services are set out below. All audit-related and other services are approved by the Audit Committee and are subject to strict controls to ensure the external auditor’s independence is unaffected by the provision of other services. The Audit Committee recognise that for certain assignments the auditors are best placed to perform the work economically; for other work the Group selects the supplier best placed to meet its requirements. The Group’s auditors are permitted to tender for such work in competition with other firms where the work is permissible under audit independence rules.

The analysis of auditors' remuneration is as follows:
 
2012
£m
2011
£m
Fees payable for the audit of the Group’s annual accounts
4.0
4.0
Fees payable to the auditor and its associates for other services to the Group
   
  - the audit of the company’s subsidiaries
24.4
24.6
  - audit-related assurance services (1)
4.6
4.7
Total audit and audit-related assurance services fees
33.0
33.3
     
Taxation compliance services
0.2
0.1
Taxation advisory services
0.1
0.2
Other assurance services
2.7
2.2
Corporate finance services (2)
5.7
1.7
Consulting services
1.5
3.6
Total other services
10.2
7.8
     
Total
43.2
41.1

Notes:
(1)
Includes fees of £1.0 million (2011 - £0.8 million) in relation to reviews of interim financial information, £2.9 million (2011 - £2.4 million) in respect of reports to the Group’s regulators in the UK and overseas, £0.5 million (2011 - £1.0 million) in respect of internal controls assurance and £0.2 million (2011 - £0.3 million) in relation to non-statutory audit opinions.
(2)
Includes fees of £1.6 million (2011 - £1.0 million) in respect of work performed by the auditors as reporting accountants on debt and equity issuances undertaken by the Group, including securitisations, and £4.1 million (2011 - £0.7 million) in respect of reporting accountant services in connection with planned divestments by the Group.
 
 
 
 
345

 
 
Notes on the consolidated accounts continued

 
6 Tax
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Current tax
     
Charge for the year
(495)
(168)
(321)
(Under)/over provision in respect of prior years
(63)
141 
31 
 
(558)
(27)
(290)
Deferred tax
     
Credit/(charge) for the year
73 
(1,158)
(737)
Over provision in respect of prior year
16 
58 
324 
Tax charge for the year
(469)
(1,127)
(703)

The actual tax charge differs from the expected tax credit computed by applying the standard rate of UK corporation tax of 24.5% (2011 - 26.5%; 2010 - 28%) as follows:

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Expected tax credit
1,265 
315 
44 
Sovereign debt impairment where no deferred tax asset recognised
— 
(275)
— 
Other losses in year where no deferred tax asset recognised
(511)
(530)
(450)
Foreign profits taxed at other rates
(383)
(417)
(517)
UK tax rate change impact (1)
(149)
(112)
(83)
Unrecognised timing differences
59 
(20)
11 
Non-deductible goodwill impairment
— 
(24)
(3)
Items not allowed for tax
     
  - losses on disposal and write-downs
(49)
(72)
(311)
  - UK bank levy
(43)
(80)
— 
  - regulatory fines
(93)
— 
— 
  - employee share schemes
(9)
(113)
(32)
  - other disallowable items
(246)
(258)
(296)
Non-taxable items
     
  - gain on sale of RBS Aviation Capital
26 
— 
— 
  - gain on sale of Global Merchant Services
— 
12 
221 
  - gain on redemption of own debt
— 
— 
11 
  - other non-taxable items
104 
242 
341 
Taxable foreign exchange movements
(1)
Losses brought forward and utilised
Reduction in carrying value of deferred tax asset in respect of losses in
     
  - Australia
(191)
— 
— 
  - Ireland
(203)
— 
— 
Adjustments in respect of prior years (2)
(47)
199 
355 
Actual tax charge
(469)
(1,127)
(703)

Notes:
(1)
In recent years the UK Government has steadily reduced the rate of UK corporation tax, with the latest enacted rate standing at 23% with effect from 1 April 2013. A further reduction of the rate to 21% with effect from 1 April 2014 was announced on 5 December 2012 but not substantively enacted at the balance sheet date. Accordingly, the closing deferred tax assets and liabilities have been calculated at 23%.
(2)
Prior year tax adjustments include releases of tax provisions in respect of structured transactions and investment disposals and adjustments to reflect submitted tax computations in the UK and overseas.
 
 
 
 
 
346

 
 
Notes on the consolidated accounts continued

 
7 Profit attributable to preference shareholders and paid-in equity holders
 
2012 
£m 
2011 
£m 
2010 
£m 
Preference shareholders
     
Non-cumulative preference shares of US$0.01
153 
— 
105 
Non-cumulative preference shares of €0.01
115 
— 
— 
Non-cumulative preference shares of £1
— 
— 
       
Paid-in equity holders
     
Interest on securities classified as equity, net of tax
15 
— 
19 
Total (1)
288 
— 
124 

Notes:
(1)
Discretionary dividends on certain non-cumulative preference shares and discretionary distributions on certain innovative securities recommenced on 4 May 2012.
(2)
Between 1 January 2013 and the date of approval of these accounts, dividends amounting to US$107 million and £0.4 million have been declared in respect of equity preference shares for payment on 28 March 2013.

 
8 Ordinary dividends
The company did not pay an ordinary dividend in 2012, 2011 or 2010.


9 Earnings per ordinary and B share
Earnings per ordinary and B share have been calculated based on the following:
 
2012 
£m 
2011 
£m 
2010 
£m 
Earnings
     
Loss attributable to ordinary and B shareholders
(5,971)
(1,997)
(1,125)
Loss/(profit) from discontinued operations attributable to ordinary and B shareholders
60 
(306)
204 
Gain on redemption of preference shares and paid-in equity
— 
— 
610 
Loss from continuing operations attributable to ordinary and B shareholders
(5,911)
(2,303)
(311)
       
Weighted average number of shares (millions)
     
Ordinary shares in issue during the year
5,902 
5,722 
5,625 
Effect of convertible B shares in issue during the year
5,100 
5,100 
5,100 
Weighted average number of ordinary shares and effect of convertible B shares in issue during the year (1)
11,002 
10,822 
10,725 

Note:
(1)
2011 and 2010 have been adjusted for the sub-division and one-for-ten consolidation of ordinary shares in June 2012.
 
 
 
 
 
347

 
 
 
 
 
Notes on the consolidated accounts continued
 
 
10 Financial instruments - classification
The following tables show the Group’s financial assets and liabilities in accordance with the categories of financial instruments in IAS 39 with assets and liabilities outside the scope of IAS 39 shown separately.

 
Held-for- 
trading 
Designated 
as at fair value 
through profit 
or loss 
Hedging 
derivatives 
Available- 
for-sale 
Loans and 
 receivables 
Other financial 
instruments 
(amortised cost)
Finance 
leases 
Non 
financial 
assets/ 
liabilities 
Total 
2012
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Assets
                 
Cash and balances at central banks
— 
— 
 
— 
79,290 
     
79,290 
Loans and advances to banks
                 
  - reverse repos
33,394 
— 
 
— 
1,389 
     
34,783 
  - other (1)
13,265 
— 
 
— 
15,903 
     
29,168 
Loans and advances to customers
                 
  - reverse repos
70,025 
— 
 
— 
22 
     
70,047 
  - other (2)
24,841 
189 
 
— 
397,824 
 
7,234 
 
430,088 
Debt securities
78,340 
873 
 
73,737 
4,488 
     
157,438 
Equity shares
13,329 
533 
 
1,370 
       
15,232 
Settlement balances
— 
— 
 
— 
5,741 
     
5,741 
Derivatives
433,264 
 
8,639 
         
441,903 
Intangible assets
             
13,545 
13,545 
Property, plant and equipment
             
9,784 
9,784 
Deferred tax
             
3,443 
3,443 
Prepayments, accrued income and other assets
— 
— 
 
— 
— 
   
7,820 
7,820 
Assets of disposal groups
             
14,013 
14,013 
 
666,458 
1,595 
8,639 
75,107 
504,657 
 
7,234 
48,605 
1,312,295 
                   
Liabilities
                 
Deposits by banks
                 
  - repos
36,370 
— 
     
7,962 
   
44,332 
  - other (3)
30,571 
— 
     
26,502 
   
57,073 
Customer accounts
                 
  - repos
82,224 
— 
     
5,816 
   
88,040 
  - other (4)
12,077 
6,323 
     
414,839 
   
433,239 
Debt securities in issue (5)
10,879 
23,614 
     
60,099 
   
94,592 
Settlement balances
— 
— 
     
5,878 
   
5,878 
Short positions
27,591 
— 
           
27,591 
Derivatives
428,537 
 
5,796 
         
434,333 
Accruals, deferred income and other liabilities
— 
— 
     
1,684 
12 
13,105 
14,801 
Retirement benefit liabilities
             
3,884 
3,884 
Deferred tax
             
1,141 
1,141 
Subordinated liabilities
— 
1,128 
     
25,645 
   
26,773 
Liabilities of disposal groups
             
10,170 
10,170 
 
628,249 
31,065 
5,796 
   
548,425 
12 
28,300 
1,241,847 
Equity
               
70,448 
                 
1,312,295 

For the notes to this table refer to page 351.
 
 
348

 
 

 
Held-for
trading 
Designated 
as at fair value 
through profit 
or loss 
Hedging 
derivatives 
Available
for-sale 
Loans and 
receivables 
Other financial 
instruments 
(amortised cost)
Finance 
leases 
Non 
financial 
assets/ 
liabilities 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Assets
                 
Cash and balances at central banks
 
 
 
 
79,269 
     
79,269 
Loans and advances to banks
                 
  - reverse repos
34,659 
 
 
 
4,781 
     
39,440 
  - other (1)
20,317 
 
 
 
23,553 
     
43,870 
Loans and advances to customers
                 
  - reverse repos
53,584 
 
 
 
7,910 
     
61,494 
  - other (2)
25,322 
476 
 
 
419,895 
 
8,419 
 
454,112 
Debt securities
95,076 
647 
 
107,298 
6,059 
     
209,080 
Equity shares
12,433 
774 
 
1,976 
       
15,183 
Settlement balances
 
 
 
 
7,771 
     
7,771 
Derivatives
521,935 
 
7,683 
         
529,618 
Intangible assets
             
14,858 
14,858 
Property, plant and equipment
             
11,868 
11,868 
Deferred tax
             
3,878 
3,878 
Prepayments, accrued income and other assets
 
 
 
 
1,309 
   
9,667 
10,976 
Assets of disposal groups
             
25,450 
25,450 
 
763,326 
1,897 
7,683 
109,274 
550,547 
 
8,419 
65,721 
1,506,867 
                   
Liabilities
                 
Deposits by banks
                 
  - repos
23,342 
— 
     
16,349 
   
39,691 
  - other (3)
34,172 
— 
     
34,941 
   
69,113 
Customer accounts
                 
  - repos
65,526 
 
     
23,286 
   
88,812 
  - other (4)
14,286 
5,627 
     
394,230 
   
414,143 
Debt securities in issue (5)
11,492 
35,747 
     
115,382 
   
162,621 
Settlement balances
— 
— 
     
7,477 
   
7,477 
Short positions
41,039 
 
           
41,039 
Derivatives
518,102 
 
5,881 
         
523,983 
Accruals, deferred income and other liabilities
— 
— 
     
1,683 
19 
21,423 
23,125 
Retirement benefit liabilities
             
2,239 
2,239 
Deferred tax
             
1,945 
1,945 
Insurance liabilities
             
6,312 
6,312 
Subordinated liabilities
 
903 
     
25,416 
   
26,319 
Liabilities of disposal groups
             
23,995 
23,995 
 
707,959 
42,277 
5,881 
   
618,764 
19 
55,914 
1,430,814 
Equity
               
76,053 
                 
1,506,867 

For the notes to this table refer to page 351.
 
 
349

 
 
Notes on the consolidated accounts continued

10 Financial instruments - classification continued

 
Held-for- 
trading 
Designated 
as at fair value 
through profit 
or loss 
Hedging 
 derivatives 
Available- 
for-sale 
Loans and 
 receivables 
Other financial 
 instruments 
(amortised cost)
Finance 
 leases 
Non
financial 
 assets/ 
liabilities 
Total 
2010
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Assets
                 
Cash and balances at central banks
— 
— 
 
— 
57,014 
     
57,014 
Loans and advances to banks
                 
  - reverse repos
38,215 
— 
 
— 
4,392 
     
42,607 
  - other (1)
26,082 
— 
 
— 
31,829 
     
57,911 
Loans and advances to customers
                 
  - reverse repos
41,110 
— 
 
— 
11,402 
     
52,512 
  - other (2)
19,903 
1,100 
 
— 
471,308 
 
10,437 
 
502,748 
Debt securities
98,869 
402 
 
111,130 
7,079 
     
217,480 
Equity shares
19,186 
1,013 
 
1,999 
       
22,198 
Settlement balances
— 
— 
 
— 
11,605 
     
11,605 
Derivatives
421,648 
 
5,429 
 
— 
     
427,077 
Intangible assets
             
14,448 
14,448 
Property, plant and equipment
             
16,543 
16,543 
Deferred tax
             
6,373 
6,373 
Prepayments, accrued income and other assets
— 
— 
 
— 
1,306 
   
11,270 
12,576 
Assets of disposal groups
             
12,484 
12,484 
 
665,013 
2,515 
5,429 
113,129 
595,935 
 
10,437 
61,118 
1,453,576 
                   
Liabilities
                 
Deposits by banks
                 
  - repos
20,585 
— 
     
12,154 
   
32,739 
  - other (3)
28,216 
— 
     
37,835 
   
66,051 
Customer accounts
                 
  - repos
53,031 
— 
     
29,063 
   
82,094 
  - other (4)
14,357 
4,824 
     
409,418 
   
428,599 
Debt securities in issue (5)
7,730 
43,488 
     
167,154 
   
218,372 
Settlement balances
— 
— 
     
10,991 
   
10,991 
Short positions
43,118 
— 
           
43,118 
Derivatives
419,103 
 
4,864 
         
423,967 
Accruals, deferred income and other liabilities
— 
— 
     
1,793 
458 
20,838 
23,089 
Retirement benefit liabilities
             
2,288 
2,288 
Deferred tax
             
2,142 
2,142 
Insurance liabilities
             
6,794 
6,794 
Subordinated liabilities
— 
1,129 
     
25,924 
   
27,053 
Liabilities of disposal groups
             
9,428 
9,428 
 
586,140 
49,441 
4,864 
   
694,332 
458 
41,490 
1,376,725 
Equity
               
76,851 
                 
1,453,576 

For the notes to this table refer to page 351.
 
 
350

 

 
Amounts included in the consolidated income statement:
 
2012 
£m 
2011 
£m 
2010 
£m 
(Losses)/gains on financial assets/liabilities designated as at fair value through profit or loss
(2,612)
1,761 
279 
(Losses)/gains on disposal or settlement of loans and receivables
(76)
59 
267 

Notes:
(1)
Includes items in the course of collection from other banks of £1,531 million (2011 - £1,470 million; 2010 - £1,958 million).
(2)
The change in fair value of loans and advances to customers designated as at fair value through profit or loss attributable to changes in credit risk was a £22 million credit for the year and cumulatively a credit of £44 million (2011 - £31 million charge, cumulative £71 million credit; 2010 - £20 million charge, cumulative £82 million credit).
(3)
Includes items in the course of transmission to other banks of £521 million (2011 - £506 million; 2010 - £577 million).
(4)
The carrying amount of other customer accounts designated as at fair value through profit or loss is £305 million (2011 - £166 million; 2010 - £233 million) higher than the principal amount. No amounts have been recognised in profit or loss for changes in credit risk associated with these liabilities as the changes are immaterial, measured as the change in fair value from movements in the period in the credit risk premium payable. The amounts include investment contracts with a carrying value of nil (2011 - £38 million; 2010 - £41 million).
(5)
Comprises bonds and medium term notes of £88,723 million (2011 - £129,780 million; 2010 - £154,282 million) and certificates of deposit and other commercial paper of £5,869 million (2011 - £32,841 million; 2010 - £64,090 million).


Reclassification of financial instruments
The Group has reclassified financial assets from the held-for-trading (HFT) and available-for-sale (AFS) categories into the loans and receivables (LAR) category (as permitted by paragraph 50D of IAS 39 as amended) and from the held-for-trading category into the available-for-sale category (as permitted by paragraph 50B of IAS 39 as amended).

The tables below show the carrying value, fair value and the effect on profit or loss of reclassifications undertaken by the Group in 2008 and 2009. There were no reclassifications in 2010, 2011 or 2012.
 
       
Amount recognised in
income statement
Amount that 
would have been 
recognised had 
reclassification 
not occurred 
(Increase)/ 
reduction in 
profit or loss 
as a result of 
reclassification
 
Carrying 
value 
Fair 
value 
 
Income 
Impairment  
releases/ 
(losses)
2012
£m 
£m 
 
£m 
£m 
£m 
£m 
Reclassified from HFT to LAR
             
Loans
2,892 
2,546 
 
42 
15 
517 
460 
Debt securities
1,671 
1,333 
 
(120)
(6)
251 
377 
 
4,563 
3,879 
 
(78)
768 
837 
               
Reclassified from HFT to AFS (1)
             
Debt securities
1,548 
1,548 
 
(158)
(20)
25 
203 
               
Reclassified from AFS to LAR (2)
             
Debt securities
167 
90 
 
— 
— 
 
6,278 
5,517 
 
(229)
(11)
800 
1,040 

For the notes to this table refer to page 352.
 
 
351

 
 
Notes on the consolidated accounts continued

10 Financial instruments - classification continued

 
       
Amount recognised in
income statement
Amount that 
would have been 
recognised had 
reclassification 
not occurred
(Increase)/ 
reduction in 
profit or loss 
as a result of 
reclassification
   
Carrying 
value
 
Fair 
value
 
Income
Impairment 
releases/ 
(losses)
2011
£m 
£m 
 
£m 
£m 
£m 
£m 
Reclassified from HFT to LAR
             
Loans
4,128 
3,305 
 
156 
18 
296 
122 
Debt securities
2,645 
1,930 
 
32 
(7)
(284)
(309)
 
6,773 
5,235 
 
188 
11 
12 
(187)
               
Reclassified from HFT to AFS (1)
             
Debt securities
4,176 
4,176 
 
(84)
(61)
(20)
125 
Equity securities
— 
— 
 
— 
— 
 
4,176 
4,176 
 
(84)
(61)
(19)
126 
               
Reclassified from AFS to LAR (2)
             
Debt securities
248 
229 
 
(11)
(13)
(24)
— 
 
11,197 
9,640 
 
93 
(63)
(31)
(61)

2010
             
Reclassified from HFT to LAR
             
Loans
5,378 
4,428 
 
234 
(146)
491 
403 
Debt securities
3,530 
3,121 
 
48 
(17)
424 
393 
 
8,908 
7,549 
 
282 
(163)
915 
796 
               
Reclassified from HFT to AFS (1)
             
Debt securities
6,446 
6,446 
 
441 
53 
765 
271 
Equity securities
 
29 
— 
38 
 
6,447 
6,447 
 
470 
53 
803 
280 
               
Reclassified from AFS to LAR (2)
             
Debt securities
422 
380 
 
(31)
(50)
(81)
— 
 
15,777 
14,376 
 
721 
(160)
1,637 
1,076 

Notes:
(1)
The amount taken to AFS reserves was £171 million (2011 - £152 million; 2010 - £326 million).
(2)
The amount that would have been taken to AFS reserves if reclassification had not occurred is £1 million (2011 - £24 million; 2010 - £98 million).

 
352

 

11 Financial instruments - valuation
Valuation of financial instruments carried at fair value
Control environment
The Group's control environment for the determination of the fair value of financial instruments includes formalised protocols for the review and validation of fair values independent of the businesses entering into the transactions. There are specific controls to ensure consistent pricing policies and procedures, incorporating disciplined price verification. The Group ensures that appropriate attention is given to bespoke transactions, structured products, illiquid products and other instruments which are difficult to price.

A key element of the control environment is the independent price verification (IPV) process. Valuations are first performed by the business which entered into the transaction. Such valuations may be directly from available prices, or may be derived using a model and variable model inputs. These valuations are reviewed, and if necessary amended, by a team independent of those trading the financial instruments, in light of available pricing evidence.

IPV variances are classified as hard, soft or indicative. A variance is hard where the independent information represents tradable or liquid prices and soft where it does not. Variances are classed as indicative where the independent evidence is so subjective or sparse that conclusions cannot be formed with a sufficient degree of confidence. Adjustments are required for all hard variances and for aggressive soft variances, with conservative and indicative variances not requiring automatic adjustment.

IPV is performed at a frequency to match the availability of independent data. For liquid instruments, the standard is to perform IPV daily. The minimum frequency of review in the Group is monthly for exposures in the regulatory trading book and quarterly for exposures in the regulatory banking book. Monthly meetings are held between the business and the support functions to discuss the results of the IPV and reserves process in detail. The IPV control includes formalised reporting and escalation of any valuation differences in breach of established thresholds. The Global Pricing Unit (GPU) determines IPV policy, monitors adherence to that policy and performs additional independent reviews on highly subjective valuation issues for Markets and Non-Core.

During 2012, the Group has made a significant and ongoing investment into enhancing its already robust control environment. This included continuing investment into a global IPV and reserving tool which partly automates the process of carrying out IPV and consolidation of reserves into a single central portal.

Valuation models are subject to a review process which requires different levels of model documentation, testing and review, depending on the complexity of the model and the size of the Group's exposure. A key element of the control environment for model use is a Modelled Product Review Committee, made up of valuations experts from several functions within the Group. This committee sets the policy for model documentation, testing and review, and prioritises models with significant exposure for review by the Group's Quantitative Research Centre (QuaRC). Potential valuation uncertainty is a key input in determining model review priorities at these meetings. The QuaRC team within Group Risk, which is independent of the trading businesses, assesses the appropriateness of the application of the model to the product, the mathematical robustness of the model, and where appropriate, considers alternative modelling approaches.

Senior Management Valuation Control Committees meet formally on a monthly basis to discuss independent pricing, reserving and valuation issues relating to both Markets and Non-Core exposures. All material methodology changes require review and ratification by these committees. The committees include valuation specialists representing several independent review functions which comprise Market Risk, QuaRC and Finance.

The Group Executive Valuation Committee discusses the issues escalated by the Modelled Product Review Committee, Markets and Non-Core Senior Management Valuations Control Committees and other relevant issues. This committee covers key material and subjective valuation issues within the trading businesses and provides a ratification to the appropriateness of areas with high levels of residual valuation uncertainty. Committee members include the Group Finance Director, the Group Chief Accountant, the Group Head of Market and Insurance Risk, the Markets Chief Financial Officer, the Non-Core Chief Financial Officer, the Head of QuaRC, the Head of GPU and representation from Front Office Trading and Finance.

Valuation issues, adjustments and reserves are reported to Markets, Non-Core and Group Audit Committees. Key judgmental issues are described in the reports submitted to these Audit Committees.

Market risk metrics such as value-at-risk (VaR) and stressed value-at-risk (SVaR) cover financial instruments in Markets and Non-Core. The Group has a framework for quantify those market risks not adequately captured by standard market risk framework such as VaR and SVaR - Risks not in VaR. Refer to page 204 for details.

New products
The Group has formal review procedures owned by Group Operational Risk to ensure that new products, asset classes and risk types are appropriately reviewed to ensure, amongst other things, that valuation is appropriate. The scope of this process includes new business, markets, models, risks and structures.

Valuation hierarchy
There is a process to review and control the classification of financial instruments into the three level hierarchy established by IFRS 7. Some instruments may not easily fall into a level of the fair value hierarchy per IFRS 7 (refer to pages 359 and 360) and judgment may be required as to which level the instrument is classified.

Initial classification of a financial instrument is carried out by the Business Unit Control team following the principles in IFRS. The Business Unit Control team base their judgment on information gathered during the IPV process for instruments which include the sourcing of independent prices and model inputs. The quality and completeness of the information gathered in the IPV process gives an indication as to the liquidity and valuation uncertainty of an instrument.

These initial classifications are challenged by GPU and are subject to senior management review. Particular attention is paid during the review processes upon instruments crossing from one level to another, new instrument classes or products, instruments that are generating significant profit and loss and instruments where valuation uncertainty is high.
 
 
353

 
 
Notes on the consolidated accounts continued
 

11 Financial instruments - valuation continued
Valuation techniques
The Group derives fair value of its instruments differently depending on whether the instrument is a non-modelled or a modelled product.

Non-modelled products
Non-modelled products are valued directly from a price input and are typically valued on a position by position basis and include cash, equities and most debt securities.

Modelled products
Modelled products are those that are valued using a pricing model, ranging in complexity from comparatively vanilla products such as interest rate swaps and options (e.g. interest rate caps and floors) through to more complex derivatives. The valuation of modelled products requires an appropriate model and inputs into this model. Sometimes models are also used to derive inputs (e.g. to construct volatility surfaces). The Group uses a number of modelling methodologies.

Inputs to valuation models
Values between and beyond available data points are obtained by interpolation and extrapolation. When utilising valuation techniques, the fair value can be significantly affected by the choice of valuation model and by underlying assumptions concerning factors such as the amounts and timing of cash flows, discount rates and credit risk. The principal inputs to these valuation techniques are as follows:

·
Bond prices - quoted prices are generally available for government bonds, certain corporate securities and some mortgage-related products.

·
Credit spreads - where available, these are derived from prices of credit default swaps or other credit based instruments, such as debt securities. For others, credit spreads are obtained from pricing services.

·
Interest rates - these are principally benchmark interest rates such as the London Interbank Offered Rate (LIBOR), Overnight Index Swaps rate (OIS) and other quoted interest rates in the swap, bond and futures markets.

·
Foreign currency exchange rates - there are observable markets both for spot and forward contracts and futures in the world's major currencies.

·
Equity and equity index prices - quoted prices are generally readily available for equity shares listed on the world's major stock exchanges and for major indices on such shares.

·
Commodity prices - many commodities are actively traded in spot and forward contracts and futures on exchanges in London, New York and other commercial centres.

·
Price volatilities and correlations - volatility is a measure of the tendency of a price to change with time. Correlation measures the degree which two or more prices or other variables are observed to move together. If they move in the same direction there is positive correlation; if they move in opposite directions there is negative correlation. Volatility is a key input in valuing options and the valuation of certain products such as derivatives with more than one underlying variable that are correlation-dependent. Volatility and correlation values are obtained from broker quotations, pricing services or derived from option prices.

·
Prepayment rates - the fair value of a financial instrument that can be prepaid by the issuer or borrower differs from that of an instrument that cannot be prepaid. In valuing prepayable instruments that are not quoted in active markets, the Group considers the value of the prepayment option.

·
Counterparty credit spreads - adjustments are made to market prices (or parameters) when the creditworthiness of the counterparty differs from that of the assumed counterparty in the market price (or parameters).

·
Recovery rates/loss given default - these are used as an input to valuation models and reserves for asset-backed securities and other credit products as an indicator of severity of losses on default. Recovery rates are primarily sourced from market data providers or inferred from observable credit spreads.

The Group may use consensus prices for the source of independent pricing for some assets. The consensus service encompasses the equity, interest rate, currency, commodity, credit, property, fund and bond markets, providing comprehensive matrices of vanilla prices and a wide selection of exotic products. Markets and Non-Core contribute to consensus pricing services where there is a significant interest either from a positional point of view or to test models for future business use. Data sourced from consensus pricing services is used for a combination of control processes including direct price testing, evidence of observability and model testing. In practice this means that the Group submits prices for all material positions for which a service is available.

In order to determine a reliable fair value, where appropriate, management applies valuation adjustments to the pricing information gathered from the above sources. These adjustments reflect the Group's assessment of factors that market participants would consider in setting a price. Furthermore, on an ongoing basis, the Group assesses the appropriateness of any model used. To the extent that the price provided by internal models does not represent the fair value of the instrument, for instance in highly stressed market conditions, the Group makes adjustments to the model valuation to calibrate to other available pricing sources. Where unobservable inputs are used, the Group may determine a range of possible valuations derived from differing stress scenarios to determine the sensitivity associated with the valuation. When establishing the fair value of a financial instrument using a valuation technique, the Group considers certain adjustments to the modelled price which market participants would make when pricing that instrument. Such adjustments include the credit quality of the counterparty and adjustments to compensate for any known model limitations.

 
354

 
 
Valuation reserves
When valuing financial instruments in the trading book, adjustments are made to mid-market valuations to cover bid-offer spread, liquidity and credit risk. The following table shows credit valuation adjustments and other reserves.

Credit valuation adjustments
Valuation adjustments represent an estimate of the adjustment to fair value that a market participant would make to incorporate the risk inherent in derivative exposures. Certain credit derivative product company (CDPC) exposures were restructured during the first half of the year and the credit valuation adjustment methodology applied to these exposures was updated to reflect the revised risk mitigation strategy that is now in place. There were no other changes to valuation methodologies.

 
2012 
£m 
2011 
£m 
2010 
£m 
Credit valuation adjustments (CVA)
     
  - monoline insurers
192 
1,198 
2,443 
  - credit derivative product companies
314 
1,034 
490 
  - other counterparties
2,308 
2,254 
1,714 
 
2,814 
4,486 
4,647 
Bid-offer, liquidity, funding, valuation and other reserves (1)
1,997 
2,704 
2,797 
Valuation reserves
4,811 
7,190 
7,444 

Note:
(1)
Includes bid-offer reserves of £625 million (2011 - £806 million), funding valuation adjustment of £475 million (2011 - £552 million), product and deal specific reserves of £763 million (2011 - £1,040 million), valuation basis reserves of £103 million (2011 - £253 million) and other reserves of £31 million (2011 - £53 million).

Key points
·
Restructuring of certain monoline exposures resulted in gross exposure reducing from £1.9 billion at 31 December 2011 to £0.6 billion at 31 December 2012 and the CVA decreasing. Tighter credit spreads also contributed to the reduction in credit valuation adjustments.

·
CDPCs gross exposure decreased by £1.3 billion from £1.9 billion in December 2011 to £0.6 billion at 31 December 2012. This was primarily driven by tighter credit spreads of the underlying reference loans and bonds together with a decrease in the relative value of senior tranches compared with the underlying reference portfolio and the impact of restructuring certain exposures in the first half of the year. The valuation adjustment, incorporating transactions and related risk mitigation strategies that are now in place, decreased on an absolute basis in line with the decrease in exposure while remaining stable on a relative basis.

·
The increase in credit valuation adjustment held against exposure to other counterparties was driven by the impact of counterparty rating downgrades and an increase in sector specific reserves, partially offset by tighter credit spreads.

·
Within other reserves, bid-offer reserves decreased, primarily reflecting restructuring in the second half of 2012, due to risk reduction and the impact of Greek government debt restructuring.
 
 
355

 

Notes on the consolidated accounts continued
 
 
11 Financial instruments - valuation continued
Monoline insurers
The Group has purchased protection from monoline insurers (‘monolines’), mainly against specific asset-backed securities. Monolines specialise in providing credit protection against the principal and interest cash flows due to the holders of debt instruments in the event of default by the debt instrument counterparty. This protection is typically held in the form of derivatives such as credit default swaps (CDSs) referencing underlying exposures held directly or synthetically by the Group.

The gross mark-to-market of the monoline protection depends on the value of the instruments against which protection has been bought. A positive fair value, or a valuation gain, in the protection is recognised if the fair value of the instrument it references decreases. For the majority of trades the gross mark-to-market of the monoline protection is determined directly from the fair value price of the underlying reference instrument. However, for the remainder of the trades the gross mark-to-market is determined using industry standard models.

The methodology employed to calculate the monoline CVA uses market implied probability of defaults and internally assessed recovery levels to determine the level of expected loss on monoline exposures of different maturities. The probability of default is calculated with reference to market observable credit spreads and recovery levels. CVA is calculated at a trade level by applying the expected loss corresponding to each trade’s expected maturity, to the gross mark-to-market of the monoline protection. The expected maturity of each trade reflects the scheduled notional amortisation of the underlying reference instruments and whether payments due from the monoline are received at the point of default or over the life of the underlying reference instruments.

Credit derivative product companies (CDPC)
A CDPC is a company that sells protection on credit derivatives. CDPCs are similar to monoline insurers, however they are not regulated as insurers.

The Group has purchased credit protection from CDPCs through tranched and single name credit derivatives. The Group's exposure to CDPCs is predominantly due to tranched credit derivatives (“tranches”). A tranche references a portfolio of loans and bonds and provides protection against total portfolio default losses exceeding a certain percentage of the portfolio notional (the attachment point) up to another percentage (the detachment point).

The Group has predominantly traded senior tranches with CDPCs, the average attachment and detachment points are 16% and 49% respectively (2011 - 13% and 47%; 2010 - 13% and 49%), and the majority of the loans and bonds in the reference portfolios are investment grade.
 
The gross mark-to-market of the CDPC protection is determined using industry standard models. Trade restructurings during the second half of 2012 provided market evidence of the fair value of certain CDPC exposures resulting in valuation adjustments of £279 million at 31 December 2012. These adjustments are also included in the table above. For trades facing other CDPCs, the methodology employed to calculate the CDPC CVA is different to that outlined above for monolines, as there are no market observable credit spreads and recovery levels for these entities. The level of expected loss on these CDPC exposures is estimated with reference to risk mitigation strategies.

Other counterparties
The CVA for all other counterparties is calculated on a portfolio basis reflecting an estimate of the amount a third party would charge to assume the credit risk.

Where exposure exists to a counterparty that is considered to be close to default, the CVA is calculated by applying expected losses to the current level of exposure. Otherwise, expected losses are applied to estimated potential future exposures which are modelled to reflect the volatility of the market factors which drive the exposures and the correlation between those factors. Potential future exposures arising from vanilla products (including interest rate and foreign exchange derivatives) are modelled jointly using the Group's core counterparty risk systems. The majority of the Group's CVA held in relation to other counterparties arises on these vanilla products together with exposures to counterparties which are considered to be close to default. The exposures arising from all other product types are modelled and assessed individually. The potential future exposure to each counterparty is the aggregate of the exposures arising on the underlying product types.

The correlation between exposure and counterparty risk is also incorporated within the CVA calculation where this risk is considered significant. The risk primarily arises on credit derivative trades where the default risk of the referenced entity is correlated with the counterparty risk. The risk also arises on trades with emerging market counterparties where the gross mark-to-market value of the trade, and therefore the counterparty exposure, increases as the strength of the local currency declines.

Collateral held under a credit support agreement is factored into the CVA calculation. In such cases where the Group holds collateral against counterparty exposures, CVA is held to the extent that residual risk remains.

Bid-offer, liquidity and other reserves
Fair value positions are adjusted to bid or offer levels, by marking individual cash based positions directly to bid or offer or by taking bid-offer reserves calculated on a portfolio basis for derivatives exposures. The bid-offer approach is based on current market spreads and standard market bucketing of risk.

 
356

 

Risk data are used as the primary sources of information within bid-offer calculations and are aggregated when they are more granular than market standard buckets. Bid-offer adjustments for each risk factor (including delta (the degree to which the price of an instrument changes in response to a change in the price of the underlying), vega (the degree to which the price of an instrument changes in response to the volatility in the price of the underlying), correlation (the degree to which prices of different instruments move together) and others) are determined by aggregating similar risk exposures arising on different products. Additional basis bid-offer reserves are taken where these are charged in the market. Risk associated with non-identical underlying exposures is not netted down unless there is evidence that the cost of closing the combined risk exposure is less than the cost of closing on an individual basis.

Bid-offer spreads vary by maturity and risk type to reflect different spreads in the market. For positions where there is no observable quote, the bid-offer spreads are widened in comparison to proxies to reflect reduced liquidity or observability. Bid-offer methodologies also incorporate liquidity triggers whereby wider spreads are applied to risks above pre-defined thresholds.

Netting is applied on a portfolio basis to reflect the level at which the Group believes it could exit the portfolio, rather than the sum of exit costs for each of the portfolio’s individual trades. For example, netting is applied where long and short risk in two different maturity buckets can be closed out in a single market transaction at less cost than by way of two separate transactions (calendar netting). This reflects the fact that to close down the portfolio, the net risk can be settled rather than each long and short trade individually.

Vanilla risk on exotic products is typically reserved as part of the overall portfolio based calculation e.g. delta and vega risk on exotic products are included within the delta and vega bid-offer calculations. Aggregation of risk arising from different models is in line with the Group's risk management practices; the model review control process considers the appropriateness of model selection in this respect.

Product related risks such as correlation risk, attract specific bid-offer reserves. Additional reserves are provided for exotic products to ensure overall reserves match market close-out costs. These market close-out costs inherently incorporate risk decay and cross-effects (taking into account how moves in one risk factor may affect other inputs rather than treating all risk factors independently) that are unlikely to be adequately reflected in a static hedge based on vanilla instruments. Where there is limited bid-offer information for a product, the pricing approach and risk management strategy are taken into account when assessing the reserve.

The discount rates applied to derivative cash-flows in determining fair value reflect any underlying collateral agreements. Collateralised derivatives are generally discounted at the relevant OIS rates at an individual trade level. Uncollateralised derivatives are discounted with reference to funding levels by applying a funding spread over benchmark interest rates on a portfolio basis (funding valuation adjustment).

Amounts deferred on initial recognition
On initial recognition of financial assets and liabilities valued using valuation techniques incorporating information other than observable market data, any difference between the transaction price and that derived from the valuation technique is deferred. Such amounts are recognised in profit or loss over the life of the transaction; when market data becomes observable; or when the transaction matures or is closed out as appropriate. At 31 December 2012, net gains of £153 million (2011 - £161 million; 2010 - £167 million) were carried forward. During the year, net gains of £39 million (2011 - £89 million; 2010 - £62 million) were deferred and £47 million (2011 - £95 million; 2010 - £99 million) recognised in the income statement.

Own credit
The Group takes into account the effect of its own credit standing when valuing financial liabilities recorded at fair value in accordance with IFRS. Own credit spread adjustments are made to issued debt held at fair value, including issued structured notes, and derivatives. An own credit adjustment is applied to positions where it is believed that counterparties would consider the Group's creditworthiness when pricing trades.

For issued debt and structured notes this adjustment is based on debt issuance spreads above average inter-bank rates (at a range of tenors). Secondary senior debt issuance spreads are used in the calculation of the own credit adjustment applied to senior debt.

The fair value of the Group's derivative financial liabilities has also been adjusted to reflect the Group's own credit risk. The adjustment takes into account collateral posted by it and the effects of master netting agreements.

The own credit adjustment for fair value does not alter cash flows, is not used for performance management, is disregarded for regulatory capital reporting processes and will reverse over time as the liabilities mature.

The reserve movement between periods will not equate to the reported profit or loss for own credit. The balance sheet reserves are stated by conversion of underlying currency balances at spot rates for each period whereas the income statement includes intra-period foreign exchange sell-offs.

The effect of change in credit spreads could be reversed in future periods, provided the liability is not repaid at a premium or a discount.

 
357

 
 
Notes on the consolidated accounts continued
 
 
11 Financial instruments - valuation continued
The following table shows the cumulative own credit adjustment recorded on securities held-for-trading (HFT), classified as fair value through profit or loss (DFV) and derivative liabilities.
 
 
 
Debt securities in issue (2)
       
 
Cumulative own credit adjustment (1)
HFT 
£m 
DFV 
£m 
Total 
£m 
Subordinated 
liabilities DFV 
£m 
Total 
£m
Derivatives 
£m
Total (3)
£m
2012
(648)
56 
(592)
362 
(230)
259 
29 
2011
882 
2,647 
3,529 
679 
4,208 
602 
4,810 
2010
517 
1,574 
2,091 
325 
2,416 
534 
2,950 
               
               
Carrying values of underlying liabilities
£bn 
£bn 
£bn 
£bn 
£bn 
   
2012
10.9 
23.6 
34.5 
1.1 
35.6 
   
2011
11.5 
35.7 
47.2 
0.9 
48.1 
   
2010
7.7 
43.5 
51.2 
1.1 
52.3 
   

Notes:
(1)
The OCA does not alter cash flows and is not used for performance management. It is disregarded for regulatory capital reporting purposes and will reverse over time as the liabilities mature.
(2)
Consists of wholesale and retail note issuances.
(3)
The reserve movement between periods will not equate to the reported profit or loss for own credit. The balance sheet reserves are stated by conversion of underlying currency balances at spot rates for each period, whereas the income statement includes intra-period foreign exchange sell-offs.

Key points
·
The own credit adjustment decreased significantly during the year primarily due to tightening of credit spreads, reflecting improved investor perception of RBS.

·
Senior issued debt adjustments are determined with reference to secondary debt issuance spreads. At 31 December 2012, the five year level tightened to c.100 basis points from c.450 basis points at 31 December 2011, primarily due to increased demand from investors following quantitative easing measures from the European Central Bank and US Federal Reserve and the announcement of the Group’s liability management exercise.

·
Significant tightening of credit spreads, buy-backs exceeding issuances and the impact of buying back certain securities at lower spreads than at issuance, resulted in cumulative own credit adjustment of £29 million at 31 December 2012.

·
Derivative liability own credit adjustment decreased as credit default swap spreads tightened.

 
358

 

Valuation hierarchy
The following tables show financial instruments carried at fair value on the Group’s balance sheet by valuation hierarchy - level 1, level 2 and level 3.

 
2012
 
2011
 
2010
 
Level 1 
£bn 
Level 2 
£bn 
Level 3 
£bn 
Total 
£bn 
 
Level 1 
£bn 
Level 2 
£bn 
Level 3 
£bn 
Total 
£bn 
 
Level 1 
£bn 
Level 2 
£bn 
Level 3 
£bn 
Total 
£bn 
Assets
                           
Loans and advances to banks
                           
 Reverse repos
— 
33.4 
— 
33.4 
 
— 
34.7 
— 
34.7 
 
— 
38.2 
— 
38.2 
 Derivative collateral
— 
12.8 
— 
12.8 
 
— 
19.7 
— 
19.7 
 
— 
25.1 
— 
25.1 
 Other
— 
0.1 
0.4 
0.5 
 
— 
0.2 
0.4 
0.6 
 
— 
0.6 
0.4 
1.0 
 
— 
46.3 
0.4 
46.7 
 
— 
54.6 
0.4 
55.0 
 
— 
63.9 
0.4 
64.3 
Loans and advances to customers
                           
 Reverse repos
— 
70.0 
— 
70.0 
 
— 
53.6 
— 
53.6 
 
— 
41.1 
— 
41.1 
 Derivative collateral
— 
22.5 
— 
22.5 
 
— 
22.0 
— 
22.0 
 
— 
14.4 
— 
14.4 
 Other
— 
1.9 
0.6 
2.5 
 
— 
3.4 
0.4 
3.8 
 
— 
6.2 
0.4 
6.6 
 
— 
94.4 
0.6 
95.0 
 
— 
79.
0.
79.4 
 
 
61.7 
0.4 
62.1 
Debt securities
                           
 UK government
15.6 
0.1 
— 
15.7 
 
22.4 
— 
— 
22.4 
 
13.5 
— 
— 
13.5 
 US government
31.0 
5.4 
— 
36.4 
 
35.5 
5.0 
— 
40.5 
 
31.0 
7.0 
— 
38.0 
 Other government
34.4 
8.9 
— 
43.3 
 
53.9 
8.7 
— 
62.6 
 
62.3 
13.6 
— 
75.9 
 Corporate
— 
2.2 
0.1 
2.3 
 
— 
5.0 
0.5 
5.5 
 
— 
6.5 
1.2 
7.7 
 Financial institutions
2.6 
48.0 
4.7 
55.3 
 
3.0 
61.6 
7.4 
72.
 
3.5 
64.8 
7.0 
75.3 
 
83.6 
64.6 
4.8 
153.0 
 
114.8 
80.3 
7.9 
203.0 
 
110.3 
91.9 
8.2 
210.4 
Of which ABS
                           
RMBS
— 
38.5 
0.9 
39.4 
 
— 
48.2 
0.6 
48.8 
 
— 
46.1 
0.4 
46.5 
CMBS
— 
3.7 
— 
3.7 
 
— 
2.1 
0.1 
2.2 
 
— 
3.4 
0.3 
3.7 
CDO
— 
0.2 
0.5 
0.7 
 
— 
0.2 
1.7 
1.9 
 
— 
0.9 
2.4 
3.3 
CLO
— 
0.6 
2.4 
3.0 
 
— 
1.5 
3.7 
5.2 
 
— 
3.6 
2.1 
5.7 
Other
— 
2.1 
0.4 
2.5 
 
— 
3.1 
0.9 
4.0 
 
— 
4.0 
1.4 
5.4 
                             
Equity shares
13.1 
1.3 
0.8 
15.2 
 
12.4 
1.8 
1.0 
15.2 
 
18.4 
2.8 
1.0 
22.2 
Derivatives
                           
 Foreign exchange
— 
61.7 
1.4 
63.1 
 
— 
72.9 
1.6 
74.5 
 
— 
83.2 
0.1 
83.3 
 Interest rate
0.1 
362.7 
0.6 
363.4 
 
0.2 
420.8 
1.1 
422.1 
 
1.7 
308.3 
1.7 
311.7 
 Credit
— 
9.3 
1.7 
11.0 
 
— 
23.1 
3.8 
26.9 
 
— 
23.2 
3.7 
26.9 
 Equities and commodities
— 
4.3 
0.1 
4.4 
 
— 
5.9 
0.2 
6.1 
 
0.1 
4.9 
0.2 
5.2 
 
0.1 
438.0 
3.8 
441.9 
 
0.2 
522.7 
6.7 
529.6 
 
1.8 
419.6 
5.7 
427.1 
 
96.8 
644.6 
10.4 
751.8 
 
127.4 
738.4 
16.4 
882.2 
 
130.5 
639.9 
15.7 
786.1 
                             
Of which
                           
Core
96.4 
637.3 
5.6 
739.3 
 
126.9 
724.5 
7.2 
858.6 
 
129.4 
617.6 
7.2 
754.2 
Non-Core
0.4 
7.3 
4.8 
12.5 
 
0.5 
13.9 
9.2 
23.6 
 
1.1 
22.3 
8.5 
31.9 
 
96.8 
644.6 
10.4 
751.8 
 
127.4 
738.4 
16.4 
882.2 
 
130.5 
639.9 
15.7 
786.1 
                             
Proportion
12.9% 
85.7% 
1.4% 
100.0% 
 
14.4% 
83.7% 
1.9% 
100.0% 
 
16.6% 
81.4% 
2.0% 
100.0% 
                             
AFS debt securities included above
                           
 UK government
8.0 
— 
— 
8.0 
 
13.4 
— 
— 
13.4 
 
8.4 
— 
— 
8.4 
 US government
15.5 
3.5 
— 
19.0 
 
18.1 
2.7 
— 
20.8 
 
17.8 
4.4 
— 
22.2 
 Other government
10.7 
5.3 
— 
16.0 
 
21.6 
4.0 
— 
25.6 
 
26.5 
6.4 
— 
32.9 
 Corporate
— 
0.1 
0.1 
0.2 
 
— 
2.3 
0.2 
2.5 
 
— 
1.4 
0.1 
1.5 
 Financial institutions
0.5 
27.1 
2.9 
30.5 
 
0.2 
39.3 
5.5 
45.0 
 
0.4 
41.4 
4.3 
46.1 
 
34.7 
36.0 
3.0 
73.7 
 
53.3 
48.3 
5.7 
107.3 
 
53.1 
53.6 
4.4 
111.1 

For the note to this table refer to the following page.
 
 
359

 

Notes on the consolidated accounts continued
 
 
11 Financial instruments - valuation continued

 
  2012   2011   2010
 
Level 1 
Level 2 
Level 3 
Total 
 
Level 1 
Level 2 
Level 3 
Total 
 
Level 1 
Level 2 
Level 3 
Total 
 
£bn 
£bn 
£bn 
£bn 
 
£bn 
£bn 
£bn 
£bn 
 
£bn 
£bn 
£bn 
£bn 
Of which AFS ABS
                           
RMBS
— 
23.3 
0.2 
23.5 
 
— 
30.9 
0.2 
31.1 
 
— 
29.9 
0.2 
30.1 
CMBS
— 
2.3 
— 
2.3 
 
— 
0.7 
— 
0.7 
 
— 
1.2 
0.1 
1.3 
CDO
— 
0.1 
0.5 
0.6 
 
— 
0.2 
1.4 
1.6 
 
— 
0.6 
1.4 
2.0 
CLO
— 
0.4 
1.9 
2.3 
 
— 
1.0 
3.3 
4.3 
 
— 
3.5 
1.5 
5.0 
Other
— 
1.3 
0.2 
1.5 
 
— 
2.3 
0.7 
3.0 
 
— 
3.0 
1.1 
4.1 
                             
Equity shares
0.3 
0.7 
0.4 
1.4 
 
0.3 
1.3 
0.4 
2.0 
 
0.3 
1.4 
0.3 
2.0 
Total AFS assets
35.0 
36.7 
3.4 
75.1 
 
53.6 
49.6 
6.1 
109.3 
 
53.4 
55.0 
4.7 
113.1 
                             
Of which
                           
Core
34.9 
35.7 
0.6 
71.2 
 
53.6 
46.9 
0.6 
101.1 
 
52.8 
49.2 
1.0 
103.0 
Non-Core
0.1 
1.0 
2.8 
3.9 
 
— 
2.7 
5.5 
8.2 
 
0.6 
5.8 
3.7 
10.1 
 
35.0 
36.7 
3.4 
75.1 
 
53.6 
49.6 
6.1 
109.3 
 
53.4 
55.0 
4.7 
113.1 
                             
Liabilities
                           
Deposits by banks
                           
 Repos
— 
36.4 
— 
36.4 
 
— 
23.3 
— 
23.3 
 
— 
20.6 
— 
20.6 
 Derivative collateral
— 
28.6 
— 
28.6 
 
— 
31.8 
— 
31.8 
 
— 
26.6 
— 
26.6 
 Other
— 
1.9 
0.1 
2.0 
 
— 
2.4 
— 
2.4 
 
— 
1.6 
— 
1.6 
 
— 
66.9 
0.1 
67.0 
 
— 
57.5 
— 
57.5 
 
 
48.8 
— 
48.8 
Customer accounts
                           
 Repos
— 
82.2 
— 
82.2 
 
— 
65.5 
— 
65.5 
 
— 
53.0 
— 
53.0 
 Derivative collateral
— 
8.0 
— 
8.0 
 
— 
9.2 
— 
9.2 
 
— 
10.4 
— 
10.4 
 Other
— 
10.3 
0.1 
10.4 
 
— 
10.8 
— 
10.8 
 
— 
8.7 
0.1 
8.8 
 
— 
100.5 
0.1 
100.6 
 
— 
85.5 
— 
85.5 
 
 
72.1 
0.1 
72.2 
Debt securities in issue
— 
33.1 
1.4 
34.5 
 
— 
45.0 
2.2 
47.2 
 
— 
49.0 
2.2 
51.2 
Short positions
23.6 
4.0 
— 
27.6 
 
34.4 
6.3 
0.3 
41.0 
 
35.0 
7.3 
0.8 
43.1 
Derivatives
                           
 Foreign exchange
— 
69.3 
1.2 
70.5 
 
— 
80.6 
0.4 
81.0 
 
0.1 
89.3 
— 
89.4 
 Interest rate
0.1 
345.
0.4 
345.5 
 
0.4 
405.2 
1.1 
406.7 
 
0.2 
298.0 
1.0 
299.2 
 Credit
— 
9.6 
0.8 
10.4 
 
— 
24.9 
1.8 
26.7 
 
— 
25.0 
0.3 
25.3 
 Equities and commodities
— 
7.0 
0.9 
7.9 
 
— 
9.1 
0.5 
9.6 
 
0.1 
9.6 
0.4 
10.1 
 
0.1 
430.9 
3.3 
434.3 
 
0.4 
519.8 
3.8 
524.0 
 
0.4 
421.9 
1.7 
424.0 
Subordinated liabilities
— 
1.1 
— 
1.1 
 
— 
0.9 
— 
0.9 
 
— 
1.1 
— 
1.1 
 
23.7 
636.5 
4.9 
665.1 
 
34.8 
715.0 
6.3 
756.1 
 
35.4 
600.2 
4.8 
640.4 
                             
Of which
                           
Core
23.7 
634.4 
4.7 
662.8 
 
34.8 
708.9 
5.7 
749.4 
 
35.4 
586.9 
3.8 
626.1 
Non-Core
— 
2.1 
0.2 
2.3 
 
— 
6.1 
0.6 
6.7 
 
— 
13.3 
1.0 
14.3 
 
23.7 
636.5 
4.9 
665.1 
 
34.8 
715.0 
6.3 
756.1 
 
35.4 
600.2 
4.8 
640.4 
                             
Proportion
3.6% 
95.7% 
0.7% 
100.0% 
 
4.6% 
94.6% 
0.8% 
100.0% 
 
5.5% 
93.7% 
0.8% 
100.0% 

Note:
(1)
Level 1: valued using unadjusted quoted prices in active markets, for identical financial instruments. Examples include G10 government securities, listed equity shares, certain exchange-traded derivatives and certain US agency securities.
Level 2: valued using techniques based significantly on observable market data. Instruments in this category are valued using:
(a)
quoted prices for similar instruments or identical instruments in markets which are not considered to be active; or
(b)
valuation techniques where all the inputs that have a significant effect on the valuations are directly or indirectly based on observable market data.

The type of instruments that trade in markets that are not considered to be active, but are based on quoted market prices, banker dealer quotations, or alternative pricing sources with reasonable levels of price transparency and those instruments valued using techniques include non-G10 government securities, most government agency securities, investment-grade corporate bonds, certain mortgage products, including CLOs, most bank loans, repos and reverse repos, less liquid listed equities, state and municipal obligations, most notes issued, and certain money market securities and loan commitments and most OTC derivatives.

Level 3: instruments in this category have been valued using a valuation technique where at least one input which could have a significant effect on the instrument’s valuation, is not based on observable market data. Where inputs can be observed from market data without undue cost and effort, the observed input is used. Otherwise, the Group determines a reasonable level for the input. Financial instruments primarily include cash instruments which trade infrequently, certain syndicated and commercial mortgage loans, certain emerging markets instruments, unlisted equity shares, certain residual interests in securitisations, majority of CDOs, other mortgage-backed products and less liquid debt securities, certain structured debt securities in issue, and OTC derivatives where valuation depends upon unobservable inputs such as certain credit and exotic derivatives. No gain or loss is recognised on the initial recognition of a financial instrument valued using a technique incorporating significant unobservable data.
 
 
360

 

 
The following table analyses level 3 balances and related valuation sensitivities.

   
2012
   
2011
   
2010
 
   
Sensitivity (1)
   
Sensitivity (1)
   
Sensitivity (1)
 
   
Balance
   
Favourable
   
Unfavourable
   
Balance
   
Favourable
   
Unfavourable
   
Balance
   
Favourable
   
Unfavourable
 
   
£bn
      £m       £m    
£bn
      £m       £m    
£bn
      £m       £m  
Assets
                                                                 
Loans and advances
                                                                 
  - banks
    0.4       50       (30 )     0.4       40       (50 )     0.4       40       (40 )
  - customers
    0.6       90       (40 )     0.4       80       (20 )     0.4       30       (20 )
Debt securities
                                                                       
  Corporate
    0.1       10       (10 )     0.5       30       (30 )     1.2       210       (170 )
  Financial institutions
    4.7       360       (180 )     7.4       560       (180 )     7.0       540       (180 )
      4.8       370       (190 )     7.9       590       (210 )     8.2       750       (350 )
Equity shares
    0.8       60       (100 )     1.0       140       (130 )     1.0       160       (160 )
Derivatives
                                                                       
  Foreign exchange
    1.4       140       (40 )     1.6       100       (100 )     0.1              
  Interest rate
    0.6       60       (80 )     1.1       80       (80 )     1.7       150       (140 )
  Credit
    1.7       230       (230 )     3.8       680       (400 )     3.7       1,180       (1,110 )
  Equities and commodities
    0.1                   0.2                   0.2              
      3.8       430       (350 )     6.7       860       (580 )     5.7       1,330       (1,250 )
      10.4       1,000       (710 )     16.4       1,710       (990 )     15.7       2,310       (1,820 )
                                                                         
Of which ABS
                                                                       
RMBS
    0.9       40       (50 )     0.6       60       (40 )     0.4       70       (50 )
CMBS
                      0.1       10             0.3       50       (30 )
CDO
    0.5       80       (10 )     1.7       210       (20 )     2.4       180       (20 )
CLO
    2.4       120       (50 )     3.7       90       (40 )     2.1       180       (50 )
Other
    0.4       50       (10 )     0.9       90       (40 )     1.4       150       (90 )
                                                                         
Of which AFS debt securities
                                                                       
  Corporate
    0.1       10             0.2       10       (10 )     0.1       20       (20 )
  Financial institutions
    2.9       170       (40 )     5.5       310       (50 )     4.3       280       (40 )
      3.0       180       (40 )     5.7       320       (60 )     4.4       300       (60 )
Of which AFS ABS
                                                                       
RMBS
    0.2       10             0.2       10       (10 )     0.2              
CMBS
                                        0.1       10        
CDO
    0.5       70       (10 )     1.4       170       (10 )     1.4       100       (10 )
CLO
    1.9       50       (10 )     3.3       40       (20 )     1.5       110       (10 )
Other
    0.2       20       (10 )     0.7       70       (30 )     1.1       80       (40 )
                                                                         
Equity shares
    0.4       30       (40 )     0.4       70       (70 )     0.3       60       (60 )
Total AFS assets
    3.4       210       (80 )     6.1       390       (130 )     4.7       360       (120 )
                                                                         
Liabilities
                                                                       
Deposits by bank
    0.1             (20 )                                    
Customer accounts
    0.1       30       (30 )           20       (20 )     0.1       60       (60 )
Debt securities in issue
    1.4       60       (70 )     2.2       80       (60 )     2.2       90       (110 )
Short positions
                      0.3       10       (100 )     0.8       20       (50 )
Derivatives
                                                                       
  Foreign exchange
    1.2       70       (30 )     0.4       30       (20 )                 (10 )
  Interest rate
    0.4       20       (20 )     1.1       80       (90 )     1.0       70       (90 )
  Credit
    0.8       40       (90 )     1.8       380       (170 )     0.3       40       (40 )
  Equities and commodities
    0.9       10       (10 )     0.5       10       (10 )     0.4       10        
      3.3       140       (150 )     3.8       500       (290 )     1.7       120       (140 )
      4.9       230       (270 )     6.3       610       (470 )     4.8       290       (360 )

For the notes to this table refer to the following page.
 
 
361

 
 
Notes on the consolidated accounts continued
 

11 Financial instruments - valuation continued
Level 3 valuation assumptions

Assets
 
Valuation basis/technique
 
Main assumptions (2)
Loans and advances
 
Proprietary model
 
credit spreads, indices
Debt securities
       
  RMBS
 
Industry standard model
 
prepayment rates, probability of default, loss severity and yield, recovery rates
  CMBS
 
Proprietary model
 
prepayment rates, probability of default, loss severity and yield, recovery rates
  CDO
 
Proprietary model
 
credit spreads, default rates, housing prices, implied collateral valuation
  CLO
 
Industry standard simulation model
 
credit spreads, default rates, loss severity and yield, recovery rates
  Other ABS
 
Proprietary model
 
credit spreads
  Other debt securities
 
Proprietary model
 
credit spreads
Equity securities
 
Fund valuation statements, fundamentals valuation
 
performance of funds and issuers
Derivatives
       
  Foreign exchange
 
Proprietary model
 
correlation, volatility
  Interest rate
 
Proprietary model
 
correlation, volatility
  Equities and commodities
 
Proprietary model
 
correlation, long dated volatility, dividends
  Credit
 
Proprietary CVA model, industry option and correlation model
 
correlation, counterparty credit risk, volatility

Liabilities
       
Customer accounts
 
Proprietary model
 
correlation, credit spreads
Debt securities in issue
 
Proprietary model
 
correlation, volatility, model uncertainty risk
Short positions
 
Proprietary model
 
correlation, credit spreads
Derivatives
       
  Foreign exchange
 
Proprietary model
 
correlation, volatility
  Interest rate
 
Proprietary model
 
correlation, volatility
  Equities and commodities
 
Proprietary model
 
correlation, long dated volatility, dividends
  Credit
 
Proprietary CVA model, industry option and correlation model
 
correlation, counterparty credit risk, volatility

Notes:
(1)
Sensitivity represents the favourable and unfavourable effect on the income statement or the statement of comprehensive income due to reasonably possible changes to valuations using reasonably possible alternative inputs to the Group's valuation techniques or models. Totals for sensitivities are not indicative of the total potential effect on the income statement or the statement of comprehensive income.
(2)
Includes model uncertainty risk.

Key points
·
Total assets carried at fair value decreased by £130.4 billion in the year to £751.8 billion at 31 December 2012, principally reflecting decreases in derivative assets (£87.7 billion), debt securities (£50.0 billion) and derivative collateral (£6.4 billion), partially offset by increases in reverse repos (£15.1 billion).

·
Total liabilities carried at fair value decreased by £91.0 billion, with decreases in derivative liabilities (£89.7 billion), short positions (£13.4 billion), debt securities in issue (£12.7 billion) and collateral (£4.4 billion), partially offset by increases in repos (£29.8 billion).

·
Level 3 instruments in Markets comprise instruments held in the normal course of business and those in Non-Core primarily relate to legacy ABS and derivative positions.

·
Level 3 assets of £10.4 billion represented 1.4% of the total (2011 - £16.4 billion and 1.9%), a decrease of £6.0 billion (derivatives £2.9 billion and debt securities £3.1 billion). This reflected transfers from level 3 to level 2 of £1.1 billion as well as maturity and sale of instruments, particularly securities in Non-Core. These transfers from level 3 were based on the re-assessment of the impact and nature of unobservable inputs used in valuation models. £1.6 billion was transferred from level 2 to level 3, principally relating to securities of £1 billion, primarily ABS in Non-Core Markets and certain derivatives £0.4 billion.

·
Level 3 liabilities decreased by £1.4 billion during the year to £4.9 billion primarily due to buy-back and maturity of instruments.

·
The favourable and unfavourable effects of reasonably possible alternative assumptions on level 3 instruments carried at fair value were £1.0 billion (2011 - £1.7 billion) and £(0.7) billion (2011 - £(1.0) billion) respectively.

·
There were no significant transfers between level 1 and level 2.
 
 
362

 
 
The level 3 sensitivities above are calculated at a trade or low level portfolio basis. They are not calculated on an overall portfolio basis and therefore do not reflect the likely overall potential uncertainty on the whole portfolio. The figures are aggregated and do not reflect the correlated nature of some of the sensitivities. In particular, for some of the portfolios the sensitivities may be negatively correlated where a downwards movement in one asset would produce an upwards movement in another, but due to the additive presentation of the above figures this correlation cannot be observed. The actual potential downside sensitivity of the total portfolio may be less than the non-correlated sum of the additive figures as shown in the above table.

Judgmental issues
The diverse range of products traded by the Group results in a wide range of instruments that are classified into the three level hierarchy. Whilst the majority of these instruments naturally fall into a particular level, for some products an element of judgment is required. The majority of the Group’s financial instruments carried at fair value are classified as level 2: inputs are observable either directly (i.e. as a price) or indirectly (i.e. derived from prices).

Active and inactive markets
A key input in the decision making process for the allocation of assets to a particular level is liquidity. In general, the degree of valuation uncertainty depends on the degree of liquidity of an input. For example, a derivative can be placed into level 2 or level 3 dependent upon its liquidity.

Where markets are liquid or very liquid, little judgment is required. However, when the information regarding the liquidity in a particular market is not clear, a judgment may need to be made. This can be made more difficult as assessing the liquidity of a market may not always be straightforward. For an equity traded on an exchange, daily volumes of trading can be seen, but for an over-the counter (OTC) derivative assessing the liquidity of the market with no central exchange can be more difficult.

A key related issue is where a market moves from liquid to illiquid or vice versa. Where this change is considered to be temporary, the classification is not changed. For example, if there is little market trading in a product on a reporting date but at the previous reporting date and during the intervening period the market has been considered to be liquid, the instrument will continue to be classified in the same level in the hierarchy. This is to provide consistency so that transfers between levels are driven by genuine changes in market liquidity and do not reflect short term or seasonal effects.

Interaction with the IPV process
The determination of an instrument’s level cannot be made at a global product level as a single product type can be in more than one level. For example, a single name corporate credit default swap could be in level 2 or level 3 depending on whether the reference counterparty is liquid or illiquid.

As part of the Group’s IPV process, data is gathered at a trade level from market trading activity, trading systems, pricing services, consensus pricing providers, brokers and research material amongst other sources.

The breadth and depth of this data allows a good assessment to be made of liquidity and pricing uncertainty, which assists with the process of allocation to an appropriate level. Where suitable independent pricing information is not readily available the instrument will be considered to be level 3.

Modelled products
For modelled products the market convention is to quote these trades through the model inputs or parameters as opposed to a cash price equivalent. A mark-to-market is derived from the use of the independent market inputs calculated using the Group’s model.

The decision to classify a modelled asset as level 2 or 3 will be dependent upon the product/model combination, the currency, the maturity, the observability of input parameters and other factors. All these need to be assessed to classify the asset.

An assessment is made of each input into a model. There may be multiple inputs into a model and each is assessed in turn for observability and quality. If an input fails the observability or quality tests then the instrument is considered to be in level 3 unless the input can be shown to have an insignificant effect on the overall valuation of the product.

The majority of derivative instruments are classified as level 2 as they are vanilla products valued using observable inputs. The valuation uncertainty on these is considered to be low and both input and output testing may be available. Examples of these products would be vanilla interest rate swaps, foreign exchange swaps and liquid single name credit derivatives.

Non-modelled products
Non-modelled products are generally quoted on a price basis and can therefore be considered for each of the 3 levels. This is determined by the liquidity and valuation uncertainty of the instruments which is in turn measured from the availability of independent data used by the IPV process.

The availability and quality of independent pricing information is considered during the classification process. An assessment is made regarding the quality of the independent information. For example where consensus prices are used for non-modelled products, a key assessment of the quality of a price is the depth of the number of prices used to provide the consensus price. If the depth of contributors falls below a set hurdle rate, the instrument is considered to be level 3. This hurdle rate is consistent with the rate used in the IPV process to determine whether or not the data is of sufficient quality to adjust the instrument’s valuations. However, where an instrument is generally considered to be illiquid, but regular quotes from market participants exist, these instruments may be classified as level 2 depending on frequency of quotes, other available pricing and whether the quotes are used as part of the IPV process or not.
 
 
363

 
 
Notes on the consolidated accounts continued
 
 
11 Financial instruments - valuation continued
For some instruments with a wide number of available price sources, there may be differing quality of available information and there may be a wide range of prices from different sources. In these situations an assessment is made as to which source is the highest quality and this will be used to determine the classification of the asset. For example, a tradable quote would be considered a better source than a consensus price.

Instruments that cross levels
Some instruments will predominantly be in one level or the other, but others may cross between levels. For example, a cross currency swap may be between very liquid currency pairs where pricing is readily observed in the market and will therefore be classified as level 2. The cross currency swap may also be between two illiquid currency pairs in which case the swap would be placed into level 3. Defining the difference between liquid and illiquid may be based upon the number of consensus providers the consensus price is made up from and whether the consensus price can be supplemented by other sources.

Level 3 portfolios and sensitivity methodologies
For each of the portfolio categories shown in the tables above, there follows a description of the types of products that comprise the portfolio and the valuation techniques that are applied in determining fair value, including a description of valuation techniques used for levels 2 and 3 and inputs to those models and techniques. Where reasonably possible alternative assumptions of unobservable inputs used in models would change the fair value of the portfolio significantly, the alternative inputs are indicated. Where there have been significant changes to valuation techniques during the year a discussion of the reasons for this are also included.

Overview of sensitivity methodologies
Reasonably possible alternative assumptions of unobservable inputs are determined based on a 95% confidence interval. The assessments recognise different favourable and unfavourable valuation movements where appropriate. Each unobservable input within a product is considered separately and sensitivity is reported on an additive basis.
 
Alternative assumptions are determined with reference to all available evidence including consideration of the following: quality of independent pricing information taking into account consistency between different sources, variation over time, perceived tradability or otherwise of available quotes; consensus service dispersion ranges; volume of trading activity and market bias (e.g. one-way inventory); day 1 P&L arising on new trades; number and nature of market participants; market conditions; modelling consistency in the market; size and nature of risk; length of holding of position; and market intelligence.

Loans and advances to customers
Loans in level 3 primarily comprise loans to emerging market counterparties and, legacy commercial and residential mortgages.

Loans to emerging market counterparties
The trades in each loan structure are valued using curves using a proxy methodology. Each curve consists of the independent proxy value and various basis adjustments, such as those relating to loan-CDS basis, credit basis, tenor and liquidity. For the low and high valuation scenarios for the structures, these different bases are flexed up and down within the range that each one is deemed to span. The resultant maximum and minimum scenario curves are used to value the assets and liabilities in the structure separately. The low valuation scenario is the one that minimises the assets and maximises the liabilities. The high valuation scenario is the converse.

Commercial mortgages
These senior and mezzanine commercial mortgages are loans secured on commercial land and buildings that were originated or acquired by the Group for securitisation. Senior commercial mortgages carry a variable interest rate and mezzanine or more junior commercial mortgages may carry a fixed or variable interest rate. Factors affecting the value of these loans may include, but are not limited to, loan type, underlying property type and geographic location, loan interest rate, loan-to-value ratios, debt service coverage ratios, prepayment rates, cumulative loan loss information, yields, investor demand, market volatility since the last securitisation and credit enhancement. Where observable market prices for a particular loan are not available, the fair value will typically be determined with reference to observable market transactions in other loans or credit related products including debt securities and credit derivatives. Assumptions are made about the relationship between the loan and the available benchmark data.

Residential mortgages
These pools of residential mortgages were mostly acquired for securitisation before the 2008 financial crisis. Factors that affect the value, or liquidation level, of these loans are geographic location, current loan-to-value, condition of the home, and availability of eligible buyers. The loans are serviced by various mortgage servicers. Operations and the Front Office monitor the performance of these loans and the valuations are tested against an estimated recovery level as part of the IPV process. The market for non-agency securitisation remains extremely weak and is restricted to new issue prime loans.

Debt securities
Level 3 debt securities principally comprise asset-backed securities.

Residential mortgage-backed securities (RMBS)
RMBS where the underlying assets are US agency-backed mortgages and there is regular trading are generally classified as level 2 in the fair value hierarchy. RMBS are also classified as level 2 when regular trading is not prevalent in the market, but similar executed trades or third-party data including indices, broker quotes and pricing services can be used to substantiate the fair value. RMBS are classified as level 3 when trading activity is not available and a model with significant unobservable data is utilised.

 
364

 


In determining whether an instrument is similar to that being valued, the Group considers a range of factors, principally: the lending standards of the brokers and underwriters that originated the mortgages, the lead manager of the security, the issue date of the respective securities, the underlying asset composition (including origination date, loan to value ratios, historic loss information and geographic location of the mortgages), the credit rating of the instrument, and any credit protection that the instrument may benefit from, such as insurance wraps or subordinated tranches. Where there are instances of market observable data for several similar RMBS tranches, the Group considers the extent of similar characteristics shared with the instrument being valued, together with the frequency, tenor and nature of the trades that have been observed. This method is most frequently used for US and UK RMBS. RMBS of Dutch and Spanish originated mortgages guaranteed by those governments are valued using the credit spreads of the respective government debt and certain assumptions made by the Group, or based on observable prices from Bloomberg or consensus pricing services.

The Group primarily uses an industry standard model to project the expected future cash flows to be received from the underlying mortgages and to forecast how these cash flows will be distributed to the various holders of the RMBS. This model utilises data provided by the servicer of the underlying mortgage portfolio, layering on assumptions for mortgage prepayments, probability of default, expected losses and yield. The Group uses data from third-party sources to calibrate its assumptions, including pricing information from third party pricing services, independent research, broker quotes, and other independent sources. An assessment is made of third party data source to determine its applicability and reliability. The Group adjusts the model price with a liquidity premium to reflect the price that the instrument could be traded in the market and may also make adjustments for model deficiencies.

The fair value of securities within each class of asset changes on a broadly consistent basis in response to changes in given market factors. However, the extent of the change, and therefore the range of reasonably possible alternative assumptions, may be either more or less pronounced, depending on the particular terms and circumstances of the individual security. The Group believes that probability of default was the least transparent input into Alt-A and prime RMBS modelled valuations (and most sensitive to variations).

Commercial mortgage-backed securities (CMBS)
CMBS are valued using an industry standard model and the inputs, where possible, are corroborated using observable market data.

Collateralised debt obligations (CDO)
CDOs purchased from third-parties are valued using independent, third-party quotes or independent lead manager indicative prices. For super senior CDOs which have been originated by the Group no specific third-party information is available. The valuation of these super senior CDOs therefore takes into consideration outputs from a proprietary model, market data and appropriate valuation adjustments.

A collateral net asset value methodology using dealer buy side marks is used to determine an upper bound for super senior CDO valuations. An ABS index implied collateral valuation is also used to provide a market calibrated valuation data point. Both the ABS index implied valuation and the collateral net asset value methodology apply an assumed immediate liquidation approach.

Collateralised loan obligations (CLO)
To determine the fair value of CLOs purchased from third parties, the Group uses third party broker or lead manager quotes as the primary pricing source. These quotes are benchmarked to consensus pricing sources where they are available.

For CLOs originated and still held by the Group, the fair value is determined using a correlation model based on a Monte Carlo simulation framework. The main model inputs are credit spreads and recovery rates of the underlying assets and their correlation. A credit curve is assigned to each underlying asset based on prices from third party dealer quotes and cash flow profiles, sourced from an industry standard model. Losses are calculated taking into account the attachment and detachment point of the exposure. Where the correlation inputs to this model are not observable, CLOs are classified as level 3.

Other asset-backed and corporate debt securities
Where observable market prices for a particular debt security are not available, the fair value will typically be determined with reference to observable market transactions in other related products, such as similar debt securities or credit derivatives. Assumptions are made about the relationship between the individual debt security and the available benchmark data. Where significant management judgment has been applied in identifying the most relevant related product, or in determining the relationship between the related product and the instrument itself, the instrument is classified as level 3.

Equity shares
Private equity investments include unit holdings and limited partnership interests primarily in corporate private equity funds, debt funds and fund of hedge funds. Externally managed funds are valued using recent prices where available. Where not available, the fair value of investments in externally managed funds is generally determined using statements or other information provided by the fund managers.

The Group considers that valuations may rely significantly on the judgments and estimates made by the fund managers, particularly in assessing private equity components. Given the decline in liquidity in world markets, and the level of subjectivity, these are included in level 3.

Derivatives
Derivatives are priced using quoted prices for the same or similar instruments where these are available. However, the majority of derivatives are valued using pricing models. Inputs for these models are usually observed directly in the market, or derived from observed prices. However, it is not always possible to observe or corroborate all model inputs. Unobservable inputs used are based on estimates taking into account a range of available information including historic analysis, historic traded levels, market practice, comparison to other relevant benchmark observable data and consensus pricing data.

 
365

 
 
Notes on the consolidated accounts continued

 
11 Financial instruments - valuation continued
Credit derivatives
The Group's other credit derivatives include vanilla and bespoke portfolio tranches, gap risk products and certain other unique trades.

Valuation of single name credit derivatives is carried out using industry standard models. Where single name derivatives have been traded and there is a lack of independent data or the quality of the data is weak, these instruments are classified into level 3. These assets will be priced using the Group’s standard credit derivative model using a proxy curve based upon a suitable alternative single name curve, a cash based product or a sector based curve. Where the sector based curve is used, the proxy will be chosen taking maturity, rating, seniority, geography and internal credit review on recoveries into account. Sensitivities for these instruments will be based upon the selection of reasonable alternative assumptions which may include adjustments to the credit curve and recovery rate assumptions.

The bespoke portfolio tranches are synthetic tranches referenced to a bespoke portfolio of corporate names on which the Group purchases credit protection. Bespoke portfolio tranches are valued using Gaussian Copula, a standard method which uses observable market inputs (credit spreads, index tranche prices and recovery rates) to generate an output price for the tranche by way of a mapping methodology. In essence this method takes the expected loss of the tranche expressed as a fraction of the expected loss of the whole underlying portfolio and calculates which detachment point on the liquid index, and hence which correlation level, coincides with this expected loss fraction. Where the inputs to this valuation technique are observable in the market, bespoke tranches are considered to be level 2 assets. Where inputs are not observable, bespoke tranches are considered to be level 3 assets. However, all transactions executed with a CDPC counterparty are considered level 3 as the valuation adjustment applied to these exposures is a significant component of these valuations.

Gap risk products are leveraged trades, with the counterparty's potential loss capped at the amount of the initial principal invested. Gap risk is the probability that the market will move discontinuously too quickly to exit a portfolio and return the principal to the counterparty without incurring losses, should an unwind event be triggered. This optionality is embedded within these portfolio structures and is very rarely traded outright in the market. Gap risk is not observable in the markets and, as such, these structures are deemed to be level 3 instruments.

Other unique trades are valued using a specialised model for each instrument and the same market data inputs as all other trades where applicable. By their nature, the valuation is also driven by a variety of other model inputs, many of which are unobservable in the market. Where these instruments have embedded optionality they are valued using a variation of the Black-Scholes option pricing formula, and where they have correlation exposure they are valued using a variant of the Gaussian Copula model. The volatility or unique correlation inputs required to value these products are generally unobservable and the instruments are therefore deemed to be level 3 instruments.

Equity derivatives
Equity derivative products are split into equity exotic derivatives and equity hybrids. Exotic equity derivatives have payouts based on the performance of one or more stocks, equity funds or indices. Most payouts are based on the performance of a single asset and are valued using observable market option data. Unobservable equity derivative trades are typically complex basket options on stocks. Such basket option payouts depend on the performance of more than one equity asset and require correlations for their valuation. Valuation is then performed using industry standard valuation models, with unobservable correlation inputs calculated by reference to correlations observed between similar underlyings.

Equity hybrids have payouts based on the performance of a basket of underlyings where underlyings are from different asset classes. Correlations between these different underlyings are typically unobservable with no market information on closely related assets available. Where no market for the correlation input exists, these inputs are based on historical time series.

Interest rate and commodity derivatives
Interest rate and commodity options provide a payout (or series of payouts) linked to the performance of one or more underlying, including interest rates, foreign exchange rates and commodities.

Exotic options do not trade in active markets except in a small number of cases. Consequently, the Group uses models to determine fair value using valuation techniques typical for the industry. These techniques can be divided firstly into modelling approaches and secondly, into methods of assessing appropriate levels for model inputs. The Group uses a variety of proprietary models for valuing exotic trades.

Exotic valuation inputs include the correlation between interest rates, foreign exchange rates and commodity prices. Correlations for more liquid rate pairs are valued using independently sourced consensus pricing levels. Where a consensus pricing benchmark is unavailable, these instruments are classified as level 3.

The carrying value of debt securities in issue is represented partly by underlying cash and partly through a derivative component. The classification of the amount in level 3 is driven by the derivative component and not by the cash element.

Other financial instruments
In addition to the portfolios discussed above, there are other financial instruments which are held at fair value determined from data which are not market observable, or incorporating material adjustments to market observed data.

 
366

 

Other considerations
Valuation adjustments
CVA applied to derivative exposures to other counterparties and own credit adjustments applied to derivative liabilities (DVA) are calculated on a portfolio basis. Whilst the methodology used to calculate each of these adjustments references certain inputs which are not based on observable market data, these inputs are not considered to have a significant effect on the net valuation of the related portfolios. The classification of the derivative portfolios which the valuation adjustments are applied to is not determined by the observability of the valuation adjustments, and any related sensitivity does not form part of the level 3 sensitivities presented.
 
CVA is calculated by applying expected losses to potential future exposures whilst DVA is calculated by applying expected gains to potential future liabilities. Expected losses and gains are determined from market implied probability of defaults and internally assessed recovery levels. The probability of default is calculated with reference to observable credit spreads and observable recovery levels. For counterparties where observable data do not exist, the probability of default is determined from the credit spreads and recovery levels of similarly rated entities. A weighting is applied to arrive at the expected loss or gain. The weighting reflects portfolio churn and varies according to counterparty credit quality and hedging considerations.
 
The unobservable inputs include certain inputs used in the calculation of potential future exposures and liabilities, probabilities of default, and recovery levels together with the weightings applied. Reasonably possible alternative assumptions of unobservable inputs result in a favourable valuation movement of £68 million and an unfavourable valuation movement of £216 million.

Funding valuation adjustments
The discount rates applied to derivative cash-flows in determining fair value reflect any underlying collateral agreements. Collateralised derivatives are generally discounted at the relevant OIS rates whilst uncollateralised derivatives are discounted with reference to funding levels. Whilst the discount rates applied reference certain inputs which are not based on observable market data, these inputs are not considered to have a significant effect on the valuation of the individual trades. The classification of derivatives is not determined by the observability of the discount rates applied, and any related sensitivity does not form part of the level 3 sensitivities presented.
 
Reasonably possible alternative assumptions of unobservable inputs used to determine discount rates applied to collateralised derivatives result in a favourable valuation movement of £23 million and an unfavourable valuation movement of £23 million.

Own credit - issued debt
For issued debt and structured notes the own credit adjustment is based on debt issuance spreads above average inter-bank rates (at a range of tenors). Whilst certain debt issuance spreads are not based on observable market data, these inputs are not considered to have a significant effect on the valuation of individual trades. The classification of issued debt and structured notes is not determined by the observability of the debt issuance spreads applied, and any related sensitivity does not form part of the level 3 sensitivities presented.

 
367

 

Notes on the consolidated accounts continued
 
 
11 Financial instruments - valuation continued
Level 3 movement table
 
Amounts
recorded in the
 
Level 3 transfers
             
Amounts recorded in 
the income statement 
relating to instruments
held at year end 
 
At 
1 January 
Income 
statement (1)
SOCI (2)
 
In 
Out 
Issuances 
Purchases 
Settlements 
Sales 
Foreign 
 exchange 
At 
 31 December 
 
Changes in 
fair value 
Other 
2012
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
Assets
                             
FVTPL (3)
                             
Loans and advances
                             
  - banks
444 
— 
 
28 
(1)
— 
— 
(64)
(30)
— 
382 
 
— 
  - customers
316 
— 
 
20 
(15)
— 
589 
(323)
(15)
(13)
562 
 
(12)
Debt securities
2,243 
136 
— 
 
619 
(81)
— 
1,118 
(188)
(1,886)
(23)
1,938 
 
(54)
72 
Equity shares
573 
(26)
— 
 
32 
(61)
— 
158 
(73)
(198)
(9)
396 
 
(21)
Derivatives
6,732 
(2,078)
— 
 
425 
(495)
— 
441 
(990)
(183)
(63)
3,789 
 
(1,761)
34 
FVTPL assets
10,308 
(1,960)
— 
 
1,124 
(653)
— 
2,306 
(1,638)
(2,312)
(108)
7,067 
 
(1,843)
113 
                               
AFS
                             
Debt securities
5,697 
100 
13 
 
391 
(472)
— 
37 
(1,004)
(1,808)
(6)
2,948 
 
(106)
39 
Equity shares
395 
74 
64 
 
74 
— 
— 
15 
(1)
(218)
(13)
390 
 
55 
12 
AFS assets
6,092 
174 
77 
 
465 
(472)
— 
52 
(1,005)
(2,026)
(19)
3,338 
 
(51)
51 
 
16,400 
(1,786)
77 
 
1,589 
(1,125)
— 
2,358 
(2,643)
(4,338)
(127)
10,405 
 
(1,894)
164 
                               
Of which ABS
                             
  - FVTPL (3)
1,304 
— 
162 
 
576 
(32)
— 
1,050 
(188)
(1,515)
(7)
1,350 
 
(23)
29 
  - AFS
5,622 
(12)
86 
 
317 
(457)
— 
36 
(955)
(1,778)
(4)
2,815 
 
(131)
34 
                               
Liabilities
                             
Deposits
22 
87 
— 
 
50 
— 
— 
— 
— 
168 
 
78 
(2)
Debt securities in issue
2,199 
158 
— 
 
(1)
530 
— 
(1,521)
— 
(11)
1,363 
 
169 
— 
Short positions
291 
(269)
— 
 
— 
— 
— 
— 
(23)
— 
 
— 
— 
Derivatives
3,811 
(375)
— 
 
877 
(513)
12 
161 
(636)
24 
(44)
3,317 
 
(593)
— 
Other financial liabilities
— 
— 
— 
 
— 
— 
— 
— 
— 
— 
— 
— 
 
— 
— 
 
6,323 
(399)
— 
 
936 
(514)
542 
171 
(2,157)
(53)
4,850 
 
(346)
(2)
                               
Net (losses)/gains
 
(1,387)
77 
                   
(1,548)
166 

For the notes to this table refer to page 370.

 
368

 
 
   
Amounts
recorded in the
   
Level 3 transfers
             
Amounts recorded 
in the income 
statement relating 
to instruments 
held at year end 
£m 
2011
 
At 
1 January 
£m 
 
Income 
statement (1)
£m 
 
SOCI (2)
£m 
   
In 
£m 
 
Out 
£m 
 
Issuances 
£m 
 
Purchases 
£m 
 
Settlements 
£m 
 
Sales 
£m 
 
Foreign 
 exchange 
£m 
 At 
 31  December 
£m 
 
Assets
                           
FVTPL (3)
                           
Loans and advances
                           
  - banks
383 
— 
 
60 
— 
— 
51 
(36)
(18)
444 
 
  - customers
460 
(18)
— 
 
85 
— 
— 
650 
(820)
(46)
316 
 
(13)
Debt securities
3,784 
(177)
 
 
164 
(380)
 
1,014 
(149)
(2,026)
13 
2,243 
 
(61)
Equity shares
716 
(46)
 
 
143 
(33)
 
56 
(96)
(162)
(5)
573 
 
(43)
Derivatives
5,737 
(511)
 
 
3,042 
(1,441)
681 
(688)
(146)
55 
6,732 
 
(522)
FVTPL assets
11,080 
(749)
 
 
3,494 
(1,854)
2,452 
(1,789)
(2,398)
69 
10,308 
 
(637)
                             
AFS
                           
Debt securities
4,379 
 
2,097 
(21)
 
98 
(817)
(47)
5,697 
 
Equity shares
279 
59 
 
82 
— 
 
(1)
(29)
(4)
395 
 
(4)
AFS assets
4,658 
62 
 
2,179 
(21)
 
105 
(818)
(76)
(1)
6,092 
 
(2)
 
15,738 
(745)
62 
 
5,673 
(1,875)
2,557 
(2,607)
(2,474)
68 
16,400 
 
(639)
                             
Liabilities
                           
Deposits
84 
(35)
 
 
— 
(24)
— 
— 
(4)
— 
22 
 
(25)
Debt securities in issue
2,203 
(201)
 
 
948 
(520)
688 
— 
(886)
— 
(33)
2,199 
 
(50)
Short positions
776 
(71)
 
 
58 
(3)
20 
14 
(2)
(504)
291 
 
(207)
Derivatives
1,740 
279 
 
 
1,822 
(240)
534 
(197)
(169)
38 
3,811 
 
325 
Other financial liabilities
— 
 
 
— 
(1)
— 
— 
— 
— 
— 
 
— 
 
4,804 
(28)
 
 
2,828 
(788)
712 
548 
(1,089)
(673)
6,323 
 
43 
                             
Net (losses)/gains
 
(717)
62 
                   
(682)

For notes to this table refer to page 370.
 
 
369

 
 
Notes on the consolidated accounts continued
 

 
11 Financial instruments - valuation continued

 
   
Amounts
recorded in the
               
Amounts recorded in 
the income statement 
relating to instruments 
held at year end 
 
At 
1 January 
Income 
statement (1)
 
SOCI (2)
Transfers 
 in/(out) of 
 level 3 
Issuances 
Purchases 
 Settlements   Sales 
Foreign 
 exchange 
At 31 
 December 
 
2010
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
Assets
                       
FVTPL (3)
                       
Loans and advances
                       
  - banks
— 
— 
— 
359 
— 
24 
— 
— 
— 
383 
 
— 
  - customers
1,059 
169 
— 
(349)
— 
145 
(451)
(165)
52 
460 
 
38 
Debt securities
2,782 
294 
— 
1,770 
— 
1,973 
(386)
(2,682)
33 
3,784 
 
154 
Equity shares
711 
414 
— 
(26)
— 
654 
— 
(1,027)
(10)
716 
 
54 
Derivatives
6,429 
(1,561)
— 
1,728 
— 
948 
(299)
(1,534)
26 
5,737 
 
(1,556)
FVTPL assets
10,981 
(684)
— 
3,482 
— 
3,744 
(1,136)
(5,408)
101 
11,080 
 
(1,310)
                         
AFS
                       
Debt securities
1,325 
26 
511 
2,909 
— 
306 
(458)
(274)
34 
4,379 
 
10 
Equity shares
749 
(4)
(39)
(118)
— 
22 
(2)
(343)
14 
279 
 
(4)
AFS assets
2,074 
22 
472 
2,791 
— 
328 
(460)
(617)
48 
4,658 
 
 
13,055 
(662)
472 
6,273 
— 
4,072 
(1,596)
(6,025)
149 
15,738 
 
(1,304)
                         
Liabilities
                       
Deposits
103 
— 
— 
11 
— 
— 
(32)
— 
84 
 
— 
Debt securities in issue
2,345 
336 
— 
(212)
413 
— 
(695)
— 
16 
2,203 
 
309 
Short positions
184 
(187)
— 
792 
— 
(2)
(16)
(1)
776 
 
(179)
Derivatives
1,987 
(258)
— 
(152)
— 
318 
(175)
(27)
47 
1,740 
 
(187)
Other financial liabilities
— 
— 
— 
— 
— 
— 
— 
— 
 
— 
 
4,620 
(109)
— 
439 
419 
318 
(904)
(43)
64 
4,804 
 
(57)
                         
Net (losses)/gains
 
(553)
472 
               
(1,247)

Notes:
(1)
Net losses on HFT instruments of £1,528 million (2011 - £860 million; 2010 - £694 million) were recorded in income from trading activities. Net gains on other instruments of £141 million (2011 - £143 million; 2010 - £141 million) were recorded in other operating income, interest income and impairment losses as appropriate.
(2)
Consolidated statement of comprehensive income.
(3)
Fair value through profit or loss.

Fair value of financial instruments not carried at fair value
The following table shows the carrying value and fair value of financial instruments carried at amortised cost on the balance sheet.

 
2012 
Carrying value 
2012 
Fair value 
2011 
Carrying value 
2011 
Fair value 
2010 
Carrying value 
2010 
Fair value 
 
£bn 
£bn 
£bn 
£bn 
£bn 
£bn 
Financial assets
           
Cash and balances at central banks
79.3 
79.3 
79.3 
79.3 
57.0 
57.0 
Loans and advances to banks
17.3 
17.3 
28.3 
28.2 
36.2 
36.1 
Loans and advances to customers
405.1 
385.4 
436.2 
406.3 
493.1 
468.8 
Debt securities
4.5 
4.0 
6.1 
5.5 
7.1 
6.4 
Settlement balances
5.7 
5.7 
7.8 
7.8 
11.6 
11.6 
             
Financial liabilities
           
Deposits by banks
34.5 
34.5 
51.3 
50.7 
50.0 
50.4 
Customer accounts
420.7 
421.0 
417.5 
417.6 
438.5 
438.6 
Debt securities in issue
60.1 
59.8 
115.4 
112.7 
167.2 
163.8 
Settlement balances
5.9 
5.9 
7.5 
7.5 
11.0 
11.0 
Notes in circulation
1.7 
1.7 
1.7 
1.7 
1.8 
1.8 
Subordinated liabilities
25.6 
24.3 
25.4 
19.2 
25.9 
21.9 

 
370

 

The fair value is the amount an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. Quoted market values are used where available; otherwise, fair values have been estimated based on discounted expected future cash flows and other valuation techniques. These techniques involve uncertainties and require assumptions and judgments covering prepayments, credit risk and discount rates. Furthermore there is a wide range of potential valuation techniques. Changes in these assumptions would significantly affect estimated fair values. The fair values reported would not necessarily be realised in an immediate sale or settlement.

The fair values of intangible assets, such as core deposits, credit card and other customer relationships are not included in the calculation of these fair values as they are not financial instruments.

The assumptions and methodologies underlying the calculation of fair values of financial instruments at the balance sheet date are as follows:

For certain short-term financial instruments, fair value approximates to carrying value: cash and balances at central banks, items in the course of collection from other banks, settlement balances, items in the course of transmission to other banks and demand deposits.

Loans and advances to banks and customers
In estimating the fair value of loans and advances to banks and customers measured at amortised cost, the Group’s loans are segregated into appropriate portfolios reflecting the characteristics of the constituent loans. Two principal methods are used to estimate fair value:

(a)
Contractual cash flows are discounted using a market discount rate that incorporates the current spread for the borrower or where this is not observable, the spread for borrowers of a similar credit standing. This method is used for portfolios where counterparties have external ratings: large corporate loans in UK Corporate and institutional and corporate lending in International Banking and Markets.

(b)
Expected cash flows (unadjusted for credit losses) are discounted at the current offer rate for the same or similar products. This approach is adopted for lending portfolios in UK Retail, Ulster Bank, US Retail & Commercial and Wealth and SME loans in UK Corporate reflecting the homogeneous nature of these portfolios.

For certain portfolios where there are very few or no recent transactions, such as Ulster Bank’s commercial real estate portfolio, and high loan to value mortgages, a bespoke approach is used based on available market data.

The discount to amortised cost predominantly reflects stressed markets for commercial real estate loans, in both Non-Core and Core as well as high loan to value tracker mortgages.

Debt securities
Fair values are determined using discounted cash flow valuation techniques.

Deposits by banks and customer accounts
Fair values of deposits are estimated using discounted cash flow valuation techniques.

Debt securities in issue and subordinated liabilities
Fair values are determined using quoted prices where available or by reference to valuation techniques, adjusting for own credit spreads where appropriate.

 
371

 
 
Notes on the consolidated accounts continued

 
12 Financial instruments - maturity analysis
Remaining maturity
The following table shows the residual maturity of financial instruments, based on contractual date of maturity.

 
2012
 
2011
 
2010
 
Less than 
12 months 
More than 
12 months 
Total 
 
Less than 
12 months 
More than 
12 months 
Total 
 
Less than 
12 months 
More than 
12 months 
Total 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Assets
                     
Cash and balances at central banks
79,290 
— 
79,290 
 
79,269 
— 
79,269 
 
56,997 
17 
57,014 
Loans and advances to banks
63,143 
808 
63,951 
 
80,905 
2,405 
83,310 
 
98,789 
1,729 
100,518 
Loans and advances to customers
197,855 
302,280 
500,135 
 
197,338 
318,268 
515,606 
 
199,626 
355,634 
555,260 
Debt securities
26,363 
131,075 
157,438 
 
45,311 
163,769 
209,080 
 
42,678 
174,802 
217,480 
Equity shares
— 
15,232 
15,232 
 
— 
15,183 
15,183 
 
— 
22,198 
22,198 
Settlement balances
5,741 
— 
5,741 
 
7,767 
7,771 
 
11,605 
— 
11,605 
Derivatives
51,021 
390,882 
441,903 
 
60,250 
469,368 
529,618 
 
65,639 
361,438 
427,077 
                       
Liabilities
                     
Deposits by banks
90,704 
10,701 
101,405 
 
100,499 
8,305 
108,804 
 
95,241 
3,549 
98,790 
Customer accounts
494,405 
26,874 
521,279 
 
487,428 
15,527 
502,955 
 
492,609 
18,084 
510,693 
Debt securities in issue
20,296 
74,296 
94,592 
 
68,889 
93,732 
162,621 
 
94,048 
124,324 
218,372 
Settlement balances and short positions
8,573 
24,896 
33,469 
 
15,248 
33,268 
48,516 
 
16,981 
37,128 
54,109 
Derivatives
51,503 
382,830 
434,333 
 
61,734 
462,249 
523,983 
 
71,306 
352,661 
423,967 
Subordinated liabilities
2,351 
24,422 
26,773 
 
624 
25,695 
26,319 
 
964 
26,089 
27,053 


Assets and liabilities by contractual cash flow maturity
The tables below show the contractual undiscounted cash flows receivable and payable, up to a period of 20 years, including future receipts and payments of interest of on-balance sheet assets by contractual maturity. The balances in the following table do not agree directly with the consolidated balance sheet, as the table includes all cash flows relating to principal and future coupon payments, presented on an undiscounted basis. The tables have been prepared on the following basis:

The contractual maturity of on-balance sheet assets and liabilities highlights the maturity transformation which underpins the role of banks to lend long-term, but to fund themselves predominantly by short-term liabilities such as customer deposits. This is achieved through the diversified funding franchise of the Group across an extensive retail, wealth and SME customer base, and across a wide geographic network. In practice, the behavioural profiles of many assets and liabilities exhibit greater stability and longer maturity than the contractual maturity.

Financial assets have been reflected in the time band of the latest date on which they could be repaid, unless earlier repayment can be demanded by the Group. Financial liabilities are included at the earliest date on which the counterparty can require repayment, regardless of whether or not such early repayment results in a penalty. If the repayment of a financial instrument is triggered by, or is subject to, specific criteria such as market price hurdles being reached, the asset is included in the time band that contains the latest date on which it can be repaid, regardless of early repayment. The liability is included in the time band that contains the earliest possible date on which the conditions could be fulfilled, without considering the probability of the conditions being met.

For example, if a structured note is automatically prepaid when an equity index exceeds a certain level, the cash outflow will be included in the less than three months period, whatever the level of the index at the year end. The settlement date of debt securities in issue, issued by certain securitisation vehicles consolidated by the Group, depends on when cash flows are received from the securitised assets. Where these assets are prepayable, the timing of the cash outflow relating to securities assumes that each asset will be prepaid at the earliest possible date. As the repayments of assets and liabilities are linked, the repayment of assets in securitisations is shown on the earliest date that the asset can be prepaid, as this is the basis used for liabilities.

The principal amounts of financial assets and liabilities that are repayable after 20 years or where the counterparty has no right to repayment of the principal are excluded from the table, as are interest payments after 20 years.

Held-for-trading assets and liabilities- held-for-trading assets of £666.5 billion and liabilities of £628.2 billion (2011 - £763.3 billion assets and £708.0 billion liabilities; 2010 - £665.0 billion assets and £586.1 billion liabilities) have been excluded from the following tables in view of their short-term nature.

 
372

 


 
0-3 months 
3-12 months 
1-3 years 
3-5 years 
5-10 years 
10-20 years 
2012
£m 
£m 
£m 
£m 
£m 
£m 
Assets by contractual maturity
           
Cash and balances at central banks
79,290 
— 
— 
— 
— 
— 
Loans and advances to banks
15,592 
1,393 
272 
27 
20 
62 
Debt securities
6,320 
4,505 
13,330 
19,369 
25,772 
10,644 
Settlement balances
5,741 
— 
— 
— 
— 
— 
Total maturing assets
106,943 
5,898 
13,602 
19,396 
25,792 
10,706 
Loans and advances to customers
73,590 
57,403 
93,445 
65,569 
76,682 
87,450 
Derivatives held for hedging
571 
1,878 
3,909 
1,879 
429 
67 
 
181,104 
65,179 
110,956 
86,844 
102,903 
98,223 
             
Liabilities by contractual maturity
           
Deposits by banks
23,363 
973 
8,336 
388 
1,091
594 
Debt securities in issue
15,072 
14,555 
23,733 
13,118 
20,154 
4,975 
Subordinated liabilities
318 
2,979 
7,045 
3,182 
11,134 
3,603 
Settlement balances and other liabilities
7,560 
4 
1 
— 
1 
Total maturing liabilities
46,313 
18,511 
39,123 
16,689 
32,379 
9,173 
Customer accounts
386,504 
24,123 
11,791 
2,186 
1,246 
63 
Derivatives held for hedging
310 
752 
1,790 
1,262 
1,244 
684 
 
433,127 
43,386 
52,704 
20,137 
34,869 
9,920 
             
Maturity gap
60,630 
(12,613)
(25,521)
2,707 
(6,587)
1,533 
Cumulative maturity gap
60,630 
48,017 
22,496 
25,203 
18,616 
20,149 
             
Guarantees and commitments notional amount
           
Guarantees (1)
19,025 
— 
— 
— 
— 
— 
Commitments (2)
215,808 
— 
— 
— 
— 
— 
 
234,833 
— 
— 
— 
— 
— 

For the notes relating to this table refer to page 375.
 
 
373

 
 
Notes on the consolidated accounts continued
 

 
12 Financial instruments - maturity analysis continued

 
0-3 months 
3-12 months 
1-3 years 
3-5 years 
5-10 years 
10-20 years 
2011
£m 
£m 
£m 
£m 
£m 
£m 
Assets by contractual maturity
           
Cash and balances at central banks
79,269 
— 
— 
— 
— 
— 
Loans and advances to banks
26,326 
1,294 
544 
121 
114 
— 
Debt securities
7,237 
9,569 
23,137 
21,003 
39,148 
15,869 
Settlement balances
7,759 
8 
— 
1 
— 
— 
Other financial assets
397 
158 
— 
16 
738 
— 
Total maturing assets
120,988 
11,029 
23,681 
21,141 
40,000 
15,869 
Loans and advances to customers
97,318 
90,894 
108,331 
55,785 
62,085 
56,259 
Derivatives held for hedging
519 
1,556 
3,438 
1,695 
596 
138 
 
218,825 
103,479 
135,450 
78,621 
102,681 
72,266 
             
Liabilities by contractual maturity
           
Deposits by banks
39,139 
5,104 
5,513 
461 
1,121 
364 
Debt securities in issue
66,253 
15,756 
25,099 
17,627 
18,833 
4,190 
Subordinated liabilities
133 
1,116 
4,392 
7,872 
8,654 
3,488 
Settlement balances and other liabilities
9,015 
37 
36 
62 
16 
15 
Total maturing liabilities
114,540 
22,013 
35,040 
26,022 
28,624 
8,057 
Customer accounts
379,692 
23,068 
12,643 
5,389 
1,483 
779 
Derivatives held for hedging
525 
788 
1,981 
1,186 
1,101 
821 
 
494,757 
45,869 
49,664 
32,597 
31,208 
9,657 
             
Maturity gap
6,448 
(10,984)
(11,359)
(4,881)
11,376 
7,812 
Cumulative maturity gap
6,448 
(4,536)
(15,895)
(20,776)
(9,400)
(1,588)
             
Guarantees and commitments notional amount
           
Guarantees (1)
24,886 
— 
— 
— 
— 
— 
Commitments (2)
239,963 
— 
— 
— 
— 
— 

For the notes relating to this table refer to page 375.
 
 
374

 
 
 
 
0-3 months 
3-12 months 
1-3 years 
3-5 years 
5-10 years 
10-20 years 
2010
£m 
£m 
£m 
£m 
£m 
£m 
Assets by contractual maturity
           
Cash and balances at central banks
56,988 
— 
— 
— 
25 
Loans and advances to banks
33,809 
1,377 
711 
120 
193 
79 
Debt securities
11,247 
9,816 
25,059 
22,400 
40,600 
22,128 
Settlement balances
11,334 
231 
— 
— 
41 
— 
Other financial assets
458 
221 
207 
15 
405 
— 
Total maturing assets
113,836 
11,645 
25,977 
22,536 
41,239 
22,232 
Loans and advances to customers
112,465 
86,592 
120,139 
69,304 
78,131 
63,015 
Derivatives held for hedging
530 
1,588 
2,612 
638 
210 
101 
 
226,831 
99,825 
148,728 
92,478 
119,580 
85,348 
             
Liabilities by contractual maturity
           
Deposits by banks
43,396 
4,417 
1,243 
304 
651 
374 
Debt securities in issue
89,583 
43,032 
31,862 
22,569 
24,209 
6,697 
Subordinated liabilities
2,485 
2,611 
6,570 
8,691 
8,672 
4,607 
Settlement balances and other liabilities
12,423 
59 
136 
177 
385 
25 
Total maturing liabilities
147,887 
50,119 
39,811 
31,741 
33,917 
11,703 
Customer accounts
402,457 
18,580 
8,360 
4,651 
4,393 
2,384 
Derivatives held for hedging
608 
936 
2,103 
969 
681 
253 
 
550,952 
69,635 
50,274 
37,361 
38,991 
14,340 
             
Maturity gap
(34,051)
(38,474)
(13,834)
(9,205)
7,322 
10,529 
Cumulative maturity gap
(34,051)
(72,525)
(86,359)
(95,564)
(88,242)
(77,713)
             
Guarantees and commitments notional amount
           
Guarantees (1)
31,026 
— 
— 
— 
— 
— 
Commitments (2)
266,822 
— 
— 
— 
— 
— 

Notes:
(1)
The Group is only called upon to satisfy a guarantee when the guaranteed party fails to meet its obligations. The Group expects most guarantees it provides to expire unused.
(2)
The Group has given commitments to provide funds to customers under undrawn formal facilities, credit lines and other commitments to lend subject to certain conditions being met by the counterparty. The Group does not expect all facilities to be drawn, and some may lapse before drawdown.

13 Financial assets - impairments
The following table shows the movement in the provision for impairment losses on loans and advances.

 
Individually 
assessed 
Collectively 
assessed 
Latent 
RFS 
MI 
 
2012 
2011 
2010 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
At 1 January
12,757 
5,140 
1,986 
— 
19,883 
18,182 
17,283 
Transfers from/(to) disposal groups
153 
548 
63 
— 
764 
(773)
(72)
Currency translation and other adjustments
(506)
211 
(15)
— 
(310)
(283)
43 
Disposals
— 
— 
(1)
(4)
(5)
(2,172)
Amounts written-off
(2,633)
(1,633)
— 
— 
(4,266)
(4,527)
(6,042)
Recoveries of amounts previously written-off
122 
219 
— 
— 
341 
527 
411 
Charge to income statement
             
  - continuing operations
3,192 
2,196 
(73)
— 
5,315 
7,241 
9,144 
  - discontinued operations
— 
— 
— 
4 
4 
(8)
42 
Unwind of discount (recognised in interest income)
(336)
(140)
— 
— 
(476)
(484)
(455)
At 31 December (1)
12,749 
6,541 
1,960 
— 
21,250 
19,883 
18,182 

Note:
(1)
Includes £114 million relating to loans and advances to banks (2011 - £123 million; 2010 - £127 million).

 
375

 
 
Notes on the consolidated accounts continued

 
13 Financial assets - impairments continued

Impairment losses charged to the income statement
2012 
£m 
2011 
£m 
2010 
£m 
Loans and advances to customers
5,292 
7,241 
9,157 
Loans and advances to banks
23 
— 
(13)
 
5,315 
7,241 
9,144 
Debt securities
(67)
1,431 
60 
Equity shares
31 
35 
31 
 
(36)
1,466 
91 
 
5,279 
8,707 
9,235 

The following tables analyse impaired financial assets.

 
2012
 
2011
 
2010
     
Carrying 
     
Carrying 
     
Carrying 
 
Cost 
Provision 
value 
 
Cost 
Provision 
value 
 
Cost 
Provision 
value 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Loans and receivables
                     
Loans and advances to banks (1)
134 
114 
20 
 
137 
123 
14 
 
145 
127 
18 
Loans and advances to customers (2)
38,352 
19,176 
19,176 
 
38,610 
17,774 
20,836 
 
35,556 
15,405 
20,151 
 
38,486 
19,290 
19,196 
 
38,747 
17,897 
20,850 
 
35,701 
15,532 
20,169 

Notes:
(1)
Impairment provisions individually assessed.
(2)
Impairment provisions individually assessed on balances of £26,931 million (2011 - £29,196 million; 2010 - £25,492 million).
 
 
Carrying 
Carrying 
Carrying 
 
value 
value 
value 
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Available-for-sale securities
     
Debt securities
225 
873 
580 
Equity shares
31 
57 
43 
       
Loans and receivables
     
Debt securities
1,008 
234 
230 
 
1,264 
1,164 
853 

The following table shows financial and non-financial assets, recognised on the Group's balance sheet, obtained during the year by taking possession of collateral or calling on other credit enhancements.

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Residential property
67 
60 
47 
Other property
46 
73 
139 
Cash
49 
56 
127 
Other assets
28 
 
163 
191 
341 

In general, the Group seeks to dispose of property and other assets not readily convertible into cash, obtained by taking possession of collateral, as rapidly as the market for the individual asset permits.

 
376

 

14 Derivatives
Companies in the Group transact derivatives as principal either as a trading activity or to manage balance sheet foreign exchange, interest rate and credit risk.

The Group enters into fair value hedges, cash flow hedges and hedges of net investments in foreign operations. The majority of the Group's interest rate hedges relate to the management of the Group's non-trading interest rate risk. The Group manages this risk within approved limits. Residual risk positions are hedged with derivatives principally interest rate swaps. Suitable larger ticket financial instruments are fair value hedged; the remaining exposure, where possible, is hedged by derivatives documented as cash flow hedges and qualifying for hedge accounting. The majority of the Group's fair value hedges involve interest rate swaps hedging the interest rate risk in recognised financial assets and financial liabilities. Cash flow hedges relate to exposures to the variability in future interest payments and receipts on forecast transactions and on recognised financial assets and financial liabilities. The Group hedges its net investments in foreign operations with currency borrowings and forward foreign exchange contracts.

For cash flow hedge relationships of interest rate risk, the hedged items are actual and forecast variable interest rate cash flows arising from financial assets and financial liabilities with interest rates linked to LIBOR, EURIBOR or the Bank of England Official Bank Rate. The financial assets are customer loans and the financial liabilities are customer deposits and LIBOR linked medium-term notes and other issued securities. At 31 December 2012, variable rate financial assets of £61 billion (2011 - £49 billion) and variable rate financial liabilities of £9 billion (2011 - £13 billion) were hedged in such cash flow hedge relationships.

For cash flow hedging relationships, the initial and ongoing prospective effectiveness is assessed by comparing movements in the fair value of the expected highly probable forecast interest cash flows with movements in the fair value of the expected changes in cash flows from the hedging interest rate swap or by comparing the respective changes in the price value of a basis point. Prospective effectiveness is measured on a cumulative basis i.e. over the entire life of the hedge relationship. The method of calculating hedge ineffectiveness is the hypothetical derivative method. Retrospective effectiveness is assessed by comparing the actual movements in the fair value of the cash flows and actual movements in the fair value of the hedged cash flows from the interest rate swap over the life to date of the hedging relationship.

For fair value hedge relationships of interest rate risk, the hedged items are typically government bonds, large corporate fixed-rate loans, fixed rate finance leases, fixed rate medium-term notes or preference shares classified as debt. At 31 December 2012, fixed rate financial assets of £25 billion (2011 - £33 billion) and fixed rate financial liabilities of £39 billion (2011 - £41 billion) were hedged by interest rate swaps in fair value hedge relationships.

The initial and ongoing prospective effectiveness of fair value hedge relationships is assessed on a cumulative basis by comparing movements in the fair value of the hedged item attributable to the hedged risk with changes in the fair value of the hedging interest rate swap or by comparing the respective changes in the price value of a basis point. Retrospective effectiveness is assessed by comparing the actual movements in the fair value of the hedged items attributable to the hedged risk with actual movements in the fair value of the hedging derivative over the life to date of the hedging relationship.

The following table shows the notional amounts and fair values of the Group's derivatives.
 
  2012   2011   2010
 
 Notional 
amount 
£bn 
 Assets 
£m 
 Liabilities 
£m 
 
 Notional 
amount 
£bn 
 Assets 
£m 
 Liabilities 
£m 
 
 Notional
amount
£bn
 Assets
£m
 Liabilities 
£m 
Exchange rate contracts
                     
Spot, forwards and futures
2,259 
23,237 
22,721 
 
2,127 
30,249 
28,868 
 
2,807 
39,859 
41,424 
Currency swaps
1,071 
22,238 
30,223 
 
1,071 
25,212 
33,541 
 
1,000 
28,696 
34,328 
Options purchased
683 
17,580 
— 
 
640 
19,031 
— 
 
503 
14,698 
— 
Options written
684 
— 
17,536 
 
641 
— 
18,571 
 
544 
— 
13,623 
                       
Interest rate contracts
                     
Interest rate swaps
25,474 
300,907 
286,620 
 
29,976 
346,682 
333,968 
 
29,792 
251,312 
243,807 
Options purchased
1,934 
61,798 
— 
 
2,398 
74,600 
— 
 
2,619 
57,359 
— 
Options written
1,884 
— 
58,289 
 
2,592 
— 
71,998 
 
2,731 
— 
54,141 
Futures and forwards
4,191 
749 
653 
 
3,756 
874 
743 
 
4,618 
3,060 
1,261 
                       
Credit derivatives
553 
11,005 
10,353 
 
1,054 
26,836 
26,743 
 
1,357 
26,872 
25,344 
                       
Equity and commodity contracts
111 
4,389 
7,938 
 
123 
6,134 
9,551 
 
179 
5,221 
10,039 
   
441,903 
434,333 
   
529,618 
523,983 
   
427,077 
423,967 

Certain derivative asset and liability balances with the London Clearing House, which meet the offset criteria in IAS 32 ‘Financial Instruments: Presentation’, are shown net.

 
377

 
 
Notes on the consolidated accounts continued

 
14 Derivatives continued
Included in the table above are derivatives held for hedging purposes as follows:
 
  2012   2011   2010
 
 Assets 
£m 
 Liabilities 
£m 
 
 Assets 
£m 
 Liabilities 
£m 
 
 Assets 
£m 
 Liabilities 
£m 
Fair value hedging
               
Interest rate contracts
3,779 
4,488 
 
3,550 
4,288 
 
2,496
3,767 
                 
Cash flow hedging
               
Interest rate contracts
4,854 
1,276 
 
3,985 
1,445 
 
2,903
995 
                 
Net investment hedging
               
Exchange rate contracts
32 
 
148 
148 
 
30
102 

Hedge ineffectiveness recognised in other operating income comprised:
 
 
2012 
 
2011 
2010 
 
£m 
 
£m 
£m 
Fair value hedging
       
Gains on the hedged items attributable to the hedged risk
178 
 
557 
343 
Losses on the hedging instruments
(132)
 
(541)
(405)
Fair value hedging ineffectiveness
46 
 
16 
(62)
Cash flow hedging ineffectiveness
26 
 
20 
(37)
 
72 
 
36 
(99)

The following table shows, when the hedged cash flows are expected to occur and when they will affect income for designated cash flow hedges.

  2012
0-1 years 
£m 
1-2 years 
£m 
2-3 years 
£m 
3-4 years 
£m 
4-5 years 
£m 
5-10 years 
£m 
10-20 years 
£m 
Over 20 years 
£m 
Total 
£m 
Hedged forecast cash flows expected to occur
                 
Forecast receivable cash flows
285 
259 
232 
177 
138 
190 
— 
— 
1,281 
Forecast payable cash flows
(56)
(45)
(37)
(35)
(35)
(172)
(259)
(39)
(678)
                   
Hedged forecast cash flows affect on profit or loss
                 
Forecast receivable cash flows
277 
257 
225 
171 
132 
180 
— 
— 
1,242 
Forecast payable cash flows
(55)
(44)
(36)
(35)
(35)
(173)
(257)
(37)
(672)
                   
2011
                 
Hedged forecast cash flows expected to occur
                 
Forecast receivable cash flows
407 
415 
360 
306 
200 
280 
— 
— 
1,968 
Forecast payable cash flows
(120)
(106)
(73)
(70)
(71)
(344)
(568)
(160)
(1,512)
                   
Hedged forecast cash flows affect on profit or loss
                 
Forecast receivable cash flows
422 
402 
355 
291 
188 
265 
— 
— 
1,923 
Forecast payable cash flows
(122)
(102)
(72)
(70)
(70)
(346)
(568)
(159)
(1,509)
                   
2010
                 
Hedged forecast cash flows expected to occur
                 
Forecast receivable cash flows
280 
254 
219 
161 
120 
169 
30 
— 
1,233 
Forecast payable cash flows
(47)
(41)
(33)
(30)
(30)
(137)
(176)
(54)
(548)
                   
Hedged forecast cash flows affect on profit or loss
                 
Forecast receivable cash flows
281 
250 
214 
157 
112 
161 
28 
— 
1,203 
Forecast payable cash flows
(46)
(41)
(33)
(30)
(29)
(137)
(175)
(54)
(545)

 
378

 

15 Debt securities
 
 
Central and local government
 
Other 
financial 
institutions 
     
 
UK 
US 
Other 
Banks 
Corporate 
Total 
Of which 
ABS (1)
2012
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Held-for-trading
7,692 
17,349 
27,165 
2,243 
21,876 
2,015 
78,340 
18,619 
Designated as at fair value through profit or loss
— 
— 
123 
86 
610 
54 
873 
516 
Available-for-sale
7,950 
19,040 
15,995 
7,227 
23,294 
231 
73,737 
30,184 
Loans and receivables
— 
— 
365 
3,728 
390 
4,488 
3,707 
 
15,647 
36,389 
43,283 
9,921 
49,508 
2,690 
157,438 
53,026 
                 
Available-for-sale
               
Gross unrealised gains
944 
1,092 
1,185 
56 
650 
19 
3,946 
748 
Gross unrealised losses
— 
(1)
(14)
(498)
(1,319)
— 
(1,832)
(1,816)
                 
2011
               
Held-for-trading
9,004 
19,636 
36,928 
3,400 
23,160 
2,948 
95,076 
20,816 
Designated as at fair value through profit or loss
— 
127 
53 
457 
647 
558 
Available-for-sale
13,436 
20,848 
25,552 
13,175 
31,752 
2,535 
107,298 
40,735 
Loans and receivables
10 
— 
312 
5,259 
477 
6,059 
5,200 
 
22,451 
40,484 
62,608 
16,940 
60,628 
5,969 
209,080 
67,309 
                 
Available-for-sale
               
Gross unrealised gains
1,428 
1,311 
1,180 
52 
913 
94 
4,978 
1,001 
Gross unrealised losses
— 
— 
(171)
(838)
(2,386)
(13)
(3,408)
(3,158)
                 
2010
               
Held-for-trading
5,097 
15,648 
42,828 
5,486 
23,711 
6,099 
98,869 
21,988 
Designated as at fair value through profit or loss
117 
262 
10 
402 
119 
Available-for-sale
8,377 
22,244 
32,865 
16,982 
29,148 
1,514 
111,130 
42,515 
Loans and receivables
11 
— 
— 
6,686 
381 
7,079 
6,203 
 
13,486 
38,009 
75,955 
22,473 
59,553 
8,004 
217,480 
70,825 
                 
Available-for-sale
               
Gross unrealised gains
349 
525 
700 
143 
827 
51 
2,595 
1,057 
Gross unrealised losses
(10)
(2)
(618)
(786)
(2,626)
(55)
(4,097)
(3,396)

Note:
(1)
Includes asset-backed securities issued by US federal agencies and government sponsored entities, and covered bonds.

Gross gains of £1,883 million (2011 - £739 million; 2010 - £572 million) and gross losses of £901 million (2011 - £60 million; 2010 - £159 million) were realised on the sale of available-for-sale securities in continuing operations. Gross gains of £78 million (2011 - £87 million; 2010 - £63 million) and gross losses of £12 million (2011 - £34 million; 2010 - nil) were realised on the sale of available-for-sale securities in discontinued operations.
 
 
379

 
 
Notes on the consolidated accounts continued
 
 
15 Debt securities continued
The following table analyses the Group's available-for-sale debt securities and the related yield (based on weighted averages) by remaining maturity and issuer.
 
Within 1 year
 
After 1 but within 5 years
 
After 5 but within 10 years
 
After 10 years
 
Total
 
Amount 
Yield 
 
Amount 
Yield 
 
Amount 
Yield 
 
Amount 
Yield 
 
Amount 
Yield 
2012
£m 
 
£m 
 
£m 
 
£m 
 
£m 
Central and local governments
                           
  - UK
— 
— 
 
1,559 
2.0 
 
4,105 
3.3 
 
2,286 
3.5 
 
7,950 
3.1 
  - US
139 
2.4 
 
10,633 
2.3 
 
6,022 
2.4 
 
2,246 
2.5 
 
19,040 
2.3 
  - other
3,346 
0.6 
 
5,849 
3.0 
 
5,273 
3.0 
 
1,527 
3.4 
 
15,995 
2.6 
Banks
1,764 
1.6 
 
3,294 
2.8 
 
1,685 
1.2 
 
484 
1.6 
 
7,227 
2.1 
Other financial institutions
741 
3.0 
 
5,289 
2.5 
 
4,378 
3.0 
 
12,886 
1.4 
 
23,294 
2.0 
Corporate
25 
2.5 
 
14
2.4 
 
66 
1.2 
 
— 
— 
 
231 
2.0 
 
6,015 
1.2 
 
26,764 
2.5 
 
21,529 
2.7 
 
19,429 
2.0 
 
73,737 
2.3 
                             
Of which ABS (1)
1,385 
1.8 
 
6,413 
2.9 
 
6,773 
2.4 
 
15,613 
1.4 
 
30,184 
2.0 
   
2011
Central and local governments
                           
  - UK
65 
0.1 
 
3,489 
2.8 
 
7,067 
3.3 
 
2,815 
3.2 
 
13,436 
3.1 
  - US
1,471 
1.2 
 
8,026 
2.1 
 
9,865 
2.8 
 
1,486 
3.2 
 
20,848 
2.5 
  - other
6,219 
1.0 
 
9,511 
3.1 
 
7,366 
3.9 
 
2,456 
4.2 
 
25,552 
2.9 
Banks
3,632 
3.1 
 
6,324 
3.3 
 
2,066 
3.2 
 
1,153 
2.7 
 
13,175 
3.2 
Other financial institutions
1,091 
2.8 
 
6,459 
2.7 
 
6,906 
2.9 
 
17,296 
2.2 
 
31,752 
2.5 
Corporate
145 
4.5 
 
1,425 
4.6 
 
776 
4.4 
 
189 
3.6 
 
2,535 
4.5 
 
12,623 
1.9 
 
35,234 
2.9 
 
34,046 
3.2 
 
25,395 
2.6 
 
107,298 
2.8 
                             
Of which ABS (1)
2,442 
2.1 
 
9,021 
2.9 
 
9,409 
2.8 
 
19,863 
2.1 
 
40,735 
2.5 

Note:
(1)
Includes asset-backed securities issued by US federal agencies and government sponsored entities, and covered bonds.


16 Equity shares
 
2012
 
2011
 
2010
 
Listed  
Unlisted  
Total  
 
Listed  
Unlisted 
Total  
 
Listed  
Unlisted  
Total  
 
£m  
£m  
£m  
 
£m  
£m 
£m  
 
£m  
£m  
£m  
Held-for-trading
13,261 
68 
13,329 
 
12,366 
67 
12,433 
 
19,110 
76 
19,186 
Designated as at fair value
  through profit or loss
251 
282 
533 
 
373 
401 
774 
 
282 
731 
1,013 
Available-for-sale
221 
1,149 
1,370 
 
609 
1,367 
1,976 
 
650 
1,349 
1,999 
 
13,733 
1,499 
15,232 
 
13,348 
1,835 
15,183 
 
20,042 
2,156 
22,198 
                       
Available-for-sale
                     
Gross unrealised gains
58 
172 
230 
 
69 
317 
386 
 
67 
232 
299 
Gross unrealised losses
(54)
(13)
(67)
 
(19)
(114)
(133)
 
(17)
(145)
(162)

Gross gains of £166 million (2011 - £152 million; 2010 - £82 million) and gross losses of £2 million (2011 - £2 million; 2010 - £63 million) were realised on the sale of available-for-sale equity shares in continuing operations. Gross gains of £23 million (2011 - nil; 2010 - £1 million) were realised on the sale of available-for-sale equity shares in discontinued operations.

Dividend income from available-for-sale equity shares was £59 million (2011 - £54 million; 2010 - £59 million).

Unquoted equity investments whose fair value cannot be reliably measured are carried at cost and classified as available-for-sale financial assets. They include capital stock (redeemable at cost) in the Federal Home Loan Bank and the Federal Reserve Bank of £0.7 billion (2011 - £0.7 billion; 2010 - £0.8 billion) that the Group's banking subsidiaries in the US are required to hold; and a number of individually small shareholdings in unlisted companies. Disposals in the year generated a gain of £2 million (2011 - £2 million gain; 2010 - £2 million loss).

 
380

 

17 Intangible assets
 
Goodwill 
Core 
deposit 
 intangibles 
Other 
 purchased 
 intangibles 
Internally 
 generated 
 software 
Total 
2012
£m 
£m 
£m 
£m 
£m 
Cost
         
At 1 January
26,843 
620 
2,432 
5,448 
35,343 
Transfers to disposal groups
(984)
— 
(15)
(341)
(1,340)
Currency translation and other adjustments
(486)
(16)
(74)
(368)
(944)
Acquisition of subsidiaries
— 
— 
— 
Additions
— 
— 
39 
909 
948 
Disposals and write-off of fully amortised assets
(85)
(426)
(1,552)
(643)
(2,706)
At 31 December
25,288 
178 
830 
5,010 
31,306 
           
Accumulated amortisation and impairment
         
At 1 January
14,419 
495 
1,951 
3,620 
20,485 
Transfers to disposal groups
(444)
— 
(10)
(136)
(590)
Currency translation and other adjustments
(289)
(13)
(55)
(356)
(713)
Disposals and write-off of fully amortised assets
(76)
(426)
(1,542)
(638)
(2,682)
Charge for the year
         
  - continuing operations
— 
20 
157 
528 
705 
  - discontinued operations
— 
— 
37 
38 
Write down of goodwill and other intangible assets
         
  - continuing operations
18 
94 
124 
  - discontinued operations
394 
— 
— 
— 
394 
At 31 December
14,022 
83 
596 
3,060 
17,761 
           
Net book value at 31 December
11,266 
95 
234 
1,950 
13,545 
           
2011
         
Cost
         
At 1 January
27,139 
612 
2,458 
4,575 
34,784 
Transfers to disposal groups
(95)
— 
— 
— 
(95)
Currency translation and other adjustments
(219)
(60)
59 
(212)
Acquisitions of subsidiaries
18 
— 
— 
— 
18 
Additions
— 
— 
34 
1,050 
1,084 
Disposals and write-off of fully amortised assets
— 
— 
— 
(236)
(236)
At 31 December
26,843 
620 
2,432 
5,448 
35,343 
           
Accumulated amortisation and impairment
         
At 1 January
14,611 
462 
1,822 
3,441 
20,336 
Transfers to disposal groups
(80)
— 
— 
— 
(80)
Currency translation and other adjustments
(203)
(5)
(55)
13 
(250)
Disposals and write-off of fully amortised assets
— 
— 
— 
(220)
(220)
Charge for the year
         
  - continuing operations
— 
38 
184 
363 
585 
  - discontinued operations
— 
— 
— 
23 
23 
Write down of goodwill and other intangible assets
         
  - continuing operations
80 
— 
— 
— 
80 
  - discontinued operations
11 
— 
— 
— 
11 
At 31 December
14,419 
495 
1,951 
3,620 
20,485 
           
Net book value at 31 December
12,424 
125 
481 
1,828 
14,858 

 
381

 

Notes on the consolidated accounts continued
 
 
17 Intangible assets continued

 
Goodwill 
Core 
deposit 
 intangibles 
Other 
 purchased 
 intangibles 
Internally 
 generated 
 software 
Total 
2010
£m 
£m 
£m 
£m 
£m 
Cost
         
At 1 January
42,643 
2,553 
4,139 
4,815 
54,150 
Currency translation and other adjustments
(374)
(59)
(63)
(21)
(517)
Additions
— 
— 
46 
742 
788 
Disposal of subsidiaries
(15,130)
(1,882)
(1,664)
(544)
(19,220)
Disposals and write-off of fully amortised assets
— 
— 
— 
(417)
(417)
At 31 December
27,139 
612 
2,458 
4,575 
34,784 
           
Accumulated amortisation and impairment
         
At 1 January
28,379 
1,562 
2,577 
3,785 
36,303 
Currency translation and other adjustments
(510)
(29)
(31)
(24)
(594)
Disposals of subsidiaries
(13,268)
(1,139)
(1,027)
(304)
(15,738)
Disposals and write-off of fully amortised assets
— 
— 
— 
(391)
(391)
Charge for the year
         
  - continuing operations
— 
68 
301 
341 
710 
  - discontinued operations
— 
— 
34 
36 
Write down of goodwill and other intangible assets
         
  - continuing operations
— 
— 
— 
  - discontinued operations
— 
— 
— 
At 31 December
14,611 
462 
1,822 
3,441 
20,336 
           
Net book value at 31 December
12,528 
150 
636 
1,134 
14,448 

Impairment review
The Group's goodwill acquired in business combinations is reviewed annually at 30 September for impairment by comparing the recoverable amount of each cash-generating unit (CGU) to which goodwill has been allocated with its carrying value.

The CGUs of the Group, excluding RFS Holdings minority interest, where the goodwill is significant, principally arose on the acquisitions of NatWest, ABN AMRO, Charter One and Churchill and are as follows:

Goodwill at 30 September
 
Recoverable
amount based on
2012 
£m 
UK Retail
 
Value in use
2,770 
UK Corporate
 
Value in use
2,821 
Wealth
 
Value in use
611 
International Banking
 
Value in use
980 
US Retail & Commercial
 
Value in use
3,827 
Direct Line Group (1)
 
Value in use
934 

Goodwill at 30 September
Recoverable
amount based on
2011 
£m 
2010 
£m 
UK Retail
Value in use
2,697 
2,697 
UK Corporate
Value in use
2,693 
2,693 
Wealth
Value in use
611 
611 
Global Transaction Services
Value in use
2,370 
2,376 
US Retail & Commercial
Value in use
2,826 
2,811 
Direct Line Group
Value in use
935 
935 

Note:
(1)
At 31 December 2012, Direct Line Group was reclassified as a disposal group and all assets, including goodwill, were reported at fair value.

The analysis of goodwill by operating segment is shown in Note 38. The change in reportable segments in 2012 disclosed in Note 38 did not impact the impairment tests performed in 2011.
 
 
382

 
 
Impairment testing involves the comparison of the carrying value of a CGU or group of CGUs with its recoverable amount. The recoverable amount is the higher of the unit's fair value and its value in use. Value in use is the present value of expected future cash flows from the CGU or group of CGUs. Fair value is the amount obtainable from the sale of the CGU in an arm's length transaction between knowledgeable, willing parties.

Impairment testing inherently involves a number of judgmental areas: the preparation of cash flow forecasts for periods that are beyond the normal requirements of management reporting; the assessment of the discount rate appropriate to the business; estimation of the fair value of CGUs; and the valuation of the separable assets of each business whose goodwill is being reviewed. Sensitivity to the more significant variables in each assessment are presented below.

The recoverable amounts for all CGUs at 30 September 2012 were based on the value in use test, using management's latest five-year forecasts. The carrying amount of each CGU is assumed to be its capital contribution as a proxy for equity, where a divisional balance sheet is not available. The long-term growth rates have been based on respective country nominal GDP growth rates. The risk discount rates are based on observable market long-term government bond yields and average industry betas adjusted for an appropriate risk premium based on independent analysis.

2012
The results of the annual impairment test for 2012 and comparative periods are presented separately as a result of the changes to the Group’s structure implemented during 2012.

The recoverable amount of UK Retail, based on a 4.7% terminal growth rate and a 13.5% pre tax discount rate, exceeded its carrying value by £13.8 billion. A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £2.5 billion and £2.4 billion respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £1.3 billion.

The recoverable amount of UK Corporate, based on a 4.7% terminal growth rate and a 13.5% pre tax discount rate, exceeded its carrying value by £6.3 billion. A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £2.3 billion and £1.8 billion respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £1.4 billion.

The recoverable amount of Wealth, based on a 4.7% terminal growth rate and a 14.8% pre tax discount rate, exceeded its carrying value by £1.9 billion. A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £0.5 billion and £0.4 billion respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.3 billion.

The recoverable amount of International Banking, based on a 4.7% terminal growth rate and a 12.2% pre tax discount rate, exceeded its carrying value by £0.3 billion. A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.1 billion and £1.2 billion respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.6 billion.

The recoverable amount of US Retail & Commercial, based on a 5.3% terminal growth rate and a 16.9% pre tax discount rate, exceeded its carrying value by £2.0 billion. A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.2 billion and £0.8 billion respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.7 billion.

The Group has been considering various strategies for its investment in Citizens Financial Group (CFG). The Group has announced plans for a partial IPO of CFG over the medium term, likely two years. Notwithstanding this planned course of action, the recoverable amount of the US Retail & Commercial CGU remains its value in use.

Direct Line Group has been reclassified as a disposal group in 2012 and its goodwill is assessed as part of its fair value at 31 December 2012.

2011 and 2010
The recoverable amount of UK Retail, based on a 3% (2010 - 3%) terminal growth rate and a 14% (2010 - 15.7%) pre tax discount rate, exceeded the carrying amount by £5.5 billion (2010 - £6.9 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.1 billion (2010 - £1.5 billion) and £0.6 billion (2010 - £0.9 billion) respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.8 billion (2010 - £0.9 billion).

The recoverable amount of UK Corporate, based on a 3% (2010 - 3%) terminal growth rate and a 14.1% (2010 - 15.6%) pre tax discount rate, exceeded its carrying value by £2.1 billion (2010 - £5.3 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.1 billion (2010 - £1.6 billion) and £0.5 billion (2010 - £0.9 billion) respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.8 billion (2010 - £1.0 billion).

The recoverable amount of Wealth, based on a 3% (2010 - 3%) terminal growth rate and an 11.0% (2010 - 12.0%) pre tax discount rate, exceeded its carrying value by more than 100% and was insensitive to a reasonably possible change in key assumptions.

The recoverable amount of Global Transaction Services, based on a 3% (2010 - 3%) terminal growth rate and an 11.4% (2010 - 12.8%) pre tax discount rate, exceeded its carrying value by more than 100% (2010 - 100%) and was insensitive to a reasonably possible change in key assumptions.
 
 
383

 
 
Notes on the consolidated accounts continued
 
 
17 Intangible assets continued
The recoverable amount of US Retail & Commercial, based on a 5% (2010 - 5%) terminal growth rate and a 14.4% (2010 - 14.9%) pre tax discount rate, exceeded its carrying value by £0.2 billion (2010 - £1.6 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.1 billion (2010 - £1.6 billion) and £0.5 billion (2010 - £0.8 billion) respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.6 billion (2010 - £0.7 billion).
 
The recoverable amount of Direct Line Group, based on a 3% (2010 - 3%) terminal growth rate and a 12.3% (2010 - 13.1%) pre tax discount rate, exceeded the carrying amount by £0.8 billion (2010 - £2.4 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £0.5 billion and £0.2 billion respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.3 billion.


18 Property, plant and equipment

 
Investment 
properties 
Freehold 
 premises 
Long 
 leasehold 
 premises 
Short 
 leasehold 
 premises 
Computers 
and other 
 equipment 
Operating 
lease 
 assets 
Total 
2012
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Cost or valuation
             
At 1 January
4,468 
2,855 
273 
1,823 
4,479 
3,892 
17,790 
Transfers (to)/from disposal groups
(129)
101 
11 
95 
(135)
— 
(57)
Currency translation and other adjustments
(51)
21 
13 
(124)
(182)
(53)
(376)
Reclassifications
24 
(47)
21 
(6)
— 
— 
Additions
372 
153 
121 
519 
402 
1,575 
Expenditure on investment properties
10 
— 
— 
— 
— 
— 
10 
Change in fair value of investment properties
             
  - continuing operations
(153)
— 
— 
— 
— 
— 
(153)
  - discontinued operations
(5)
— 
— 
— 
— 
— 
(5)
Disposals and write-off of fully depreciated assets
(1,425)
(85)
(37)
(177)
(83)
(916)
(2,723)
At 31 December
3,111 
2,998 
289 
1,732 
4,606 
3,325 
16,061 
               
Accumulated impairment, depreciation and amortisation
             
At 1 January
— 
736 
114 
850 
3,035 
1,187 
5,922 
Transfers from/(to) disposal groups
— 
43 
66 
(65)
— 
50 
Currency translation and other adjustments
— 
(9)
11 
(114)
(157)
(21)
(290)
Reclassifications
— 
(7)
— 
— 
— 
— 
Write down of property, plant and equipment
— 
— 
— 
17 
Disposals and write-off of fully depreciated assets
— 
(15)
(4)
(16)
(36)
(462)
(533)
Charge for the year
             
  - continuing operations
— 
94 
10 
137 
438 
418 
1,097 
  - discontinued operations
— 
— 
— 
13 
— 
14 
At 31 December
— 
852 
151 
924 
3,228 
1,122 
6,277 
               
Net book value at 31 December
3,111 
2,146 
138 
808 
1,378 
2,203 
9,784 
               

 
384

 

 
Investment 
 properties 
Freehold 
 premises 
Long 
 leasehold 
 premises 
Short 
 leasehold 
 premises 
Computers 
 and other 
 equipment 
Operating 
 lease 
assets 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Cost or valuation
             
At 1 January
4,170 
2,938 
291 
1,832 
4,239 
9,235 
22,705 
Transfers to disposal groups
— 
(107)
(12)
(93)
(49)
(5,355)
(5,616)
Currency translation and other adjustments
(103)
(4)
(6)
(77)
(185)
Reclassifications
57 
(38)
(35)
— 
— 
Additions
1,262 
68 
46 
174 
532 
1,384 
3,466 
Expenditure on investment properties
14 
— 
— 
— 
— 
— 
14 
Change in fair value of investment properties - continuing operations
(139)
— 
— 
— 
— 
— 
(139)
Disposals and write-off of fully depreciated assets
(793)
(54)
(10)
(49)
(174)
(1,375)
(2,455)
At 31 December
4,468 
2,855 
273 
1,823 
4,479 
3,892 
17,790 
               
Accumulated impairment, depreciation and amortisation
             
At 1 January
— 
702 
118 
793 
2,700 
1,849 
6,162 
Transfers to disposal groups
— 
(43)
(6)
(66)
(26)
(730)
(871)
Currency translation and other adjustments
— 
(1)
(28)
15 
(4)
Reclassifications
— 
(9)
— 
(1)
— 
Write down of property, plant and equipment - continuing operations
— 
— 
— 
Disposals and write-off of fully depreciated assets
— 
(29)
— 
(32)
(110)
(466)
(637)
Charge for the year
             
  - continuing operations
— 
95 
148 
487 
520 
1,254 
  - discontinued operations
— 
— 
— 
11 
— 
13 
At 31 December
— 
736 
114 
850 
3,035 
1,187 
5,922 
               
Net book value at 31 December
4,468 
2,119 
159 
973 
1,444 
2,705 
11,868 

2010
             
Cost or valuation
             
At 1 January
4,883 
4,098 
214 
1,803 
4,282 
9,558 
24,838 
Currency translation and other adjustments
— 
31 
81 
227 
231 
572 
Disposal of subsidiaries
— 
(1,118)
— 
(104)
(372)
(369)
(1,963)
Reclassifications
— 
(104)
76 
15 
13 
— 
— 
Additions
511 
103 
137 
411 
1,178 
2,345 
Expenditure on investment properties
— 
— 
— 
— 
— 
Change in fair value of investment properties - continuing operations
(405)
— 
— 
— 
— 
— 
(405)
Disposals and write-off of fully depreciated assets
(821)
(72)
(6)
(100)
(322)
(1,363)
(2,684)
At 31 December
4,170 
2,938 
291 
1,832 
4,239 
9,235 
22,705 
               
Accumulated impairment, depreciation and amortisation
             
At 1 January
— 
553 
87 
641 
2,396 
1,764 
5,441 
Currency translation and other adjustments
— 
62 
75 
199 
17 
354 
Disposal of subsidiaries
— 
(24)
— 
(30)
(197)
(141)
(392)
Reclassifications
— 
(17)
17 
— 
— 
— 
— 
Write down of property, plant and equipment - continuing operations
— 
32 
— 
41 
Disposals and write-off of fully depreciated assets
— 
(10)
(2)
(48)
(261)
(435)
(756)
Charge for the year
             
  - continuing operations
— 
104 
11 
148 
525 
627 
1,415 
  - discontinued operations
— 
— 
34 
17 
59 
At 31 December
— 
702 
118 
793 
2,700 
1,849 
6,162 
               
Net book value at 31 December
4,170 
2,236 
173 
1,039 
1,539 
7,386 
16,543 

 
385

 
 
Notes on the consolidated accounts continued

 
18 Property, plant and equipment continued
Investment properties are valued to reflect fair value, that is, the market value of the Group's interest at the reporting date excluding any special terms or circumstances relating to the use or financing of the property and transaction costs that would be incurred in making a sale. Observed market data such as rental yield, replacement cost and useful life, reflect relatively few transactions involving property that is not necessarily identical to property owned by the Group.

Valuations are carried out by qualified surveyors who are members of the Royal Institution of Chartered Surveyors, or an equivalent overseas body. The valuation as at 31 December 2012 for a significant majority of the Group's investment properties was undertaken with the support of external valuers.

The fair value of investment properties includes £186 million of depreciation since purchase (2011 - £146 million; 2010 - £248 million).

Rental income from investment properties was £267 million (2011 - £270 million; 2010 - £279 million). Direct operating expenses of investment properties were £125 million (2011 - £110 million; 2010 - £64 million).

Property, plant and equipment, excluding investment properties, include £35 million (2011 - £186 million; 2010 - £298 million) assets in the course of construction.


19 Prepayments, accrued income and other assets
 
2012 
2011 
2010 
 
£m 
£m 
£m
Prepayments
904 
1,123 
1,529 
Accrued income
526 
672 
1,186 
Deferred expenses
57 
502 
568 
Pension schemes in net surplus (see Note 4)
144 
188 
105 
Other assets
6,189 
8,491 
9,188 
 
7,820 
10,976 
12,576 
 
 
386

 
 
20 Discontinued operations and assets and liabilities of disposal groups
In October 2012, the Group completed the successful initial public offering of Direct Line Insurance Group plc (‘DLG’), selling 34.7% of its interest. The Group’s plan is to cede control by 31 December 2013 and accordingly DLG is treated as a discontinued operation and its assets and liabilities are included in disposal groups. Included within DLG discontinued operations are the managed basis divisional results of DLG, certain DLG related activities in Central items and Non-Core; and related one-off and other items including write-down of goodwill, integration and restructuring costs and strategic disposals.

(a) (Loss)/profit from discontinued operations, net of tax
 
 
2012 
2011 
2010 
 
£m 
£m 
£m
Direct Line Group
     
Insurance premium income
4,044 
4,526 
5,192 
Reinsurer’s share
(326)
(270)
(178)
Net premium income
3,718 
4,256 
5,014 
Fees and commissions
(430)
(493)
(319)
Instalment income
126 
145 
194 
Investment income
243 
302 
309 
Other income
45 
76 
48 
Total income
3,702 
4,286 
5,246 
Staff costs
(447)
(322)
(292)
Premises and equipment
(118)
(28)
(22)
Other administrative expenses
(395)
(495)
(424)
Depreciation and amortisation
(52)
(36)
(25)
Goodwill and other intangible write-offs
(394)
(11)
(9)
Operating expenses
(1,406)
(892)
(772)
Profit before insurance net claims and impairment losses
2,296 
3,394 
4,474 
Insurance net claims
(2,427)
(2,968)
(4,698)
Impairment losses
— 
(2)
(21)
Operating (loss)/profit before tax
(131)
424 
(245)
Tax (charge)/credit
(53)
(123)
69 
(Loss)/profit after tax from discontinued general insurance business
(184)
301 
(176)
       
Other
     
Total income
29 
42 
1,433 
Operating expenses
(3)
(5)
(803)
Profit before insurance net claims and impairment losses
26 
37 
630 
Insurance net claims
— 
— 
(161)
Impairment losses
(4)
(42)
Profit before tax
22 
45 
427 
Gain on disposals before recycling of reserves
— 
— 
113 
Recycled reserves
— 
— 
(1,076)
Operating profit/(loss) before tax
22 
45 
(536)
Tax
(8)
(11)
(92)
Profit/(loss) after tax
14 
34 
(628)
       
Businesses acquired exclusively with a view to disposal
     
(Loss)/profit after tax
(2)
13 
(5)
Profit/(loss) from other discontinued operations, net of tax
12 
47 
(633)

Other discontinued operations reflect the results of RFS Holdings attributable to the State of the Netherlands and Santander following the legal separation of ABN AMRO Bank N.V. on 1 April 2010. The (loss)/profit from discontinued operations includes a loss of £112 million (2011 - £42 million profit; 2010 - £605 million loss) attributable to non-controlling interests.

(b) Cash flows attributable to discontinued operations
Included within the Group's cash flows are the following amounts attributable to discontinued operations:
 
 
2012 
2011 
2010 
 
£m 
£m 
£m
Net cash flows from operating activities
(839)
(246)
2,988 
Net cash flows from investing activities
1,724 
(87)
855 
Net cash flows from financing activities
(775)
(115)
(243)
Net increase/(decrease) in cash and cash equivalents
108 
(454)
3,600 

 
387

 
 
Notes on the consolidated accounts continued

 
20 Discontinued operations and assets and liabilities of disposal groups continued
(c) Assets and liabilities of disposal groups
 
 
2012
     
 
Direct 
Line 
Group 
Other 
Total 
 
2011 
2010 
 
£m 
£m 
£m 
 
£m 
£m 
Assets of disposal groups
           
Cash and balances at central banks
— 
18 
18 
 
127 
184 
Loans and advances to banks
2,036 
76 
2,112 
 
87 
651 
Loans and advances to customers
881 
982 
1,863 
 
19,405 
5,013 
Debt securities and equity shares
7,156 
35 
7,191 
 
20 
Derivatives
12 
15 
 
439 
5,148 
Intangible assets
750 
— 
750 
 
15 
— 
Settlement balances
— 
— 
— 
 
14 
555 
Property, plant and equipment
222 
223 
 
4,749 
18 
Other assets
1,640 
26 
1,666 
 
456 
704 
Discontinued operations and other disposal groups
12,697 
1,141 
13,838 
 
25,297 
12,293 
Assets acquired exclusively with a view to disposal
— 
175 
175 
 
153 
191 
 
12,697 
1,316 
14,013 
 
25,450 
12,484 
             
Liabilities of disposal groups
           
Deposits by banks
— 
 
266 
Customer accounts
— 
753 
753 
 
22,610 
2,267 
Derivatives
 
126 
5,042 
Settlement balances
— 
— 
— 
 
907 
Insurance liabilities
6,193 
— 
6,193 
 
— 
— 
Subordinated liabilities
529 
— 
529 
 
— 
— 
Other liabilities
2,541 
138 
2,679 
 
1,233 
925 
Discontinued operations and other disposal groups
9,267 
895 
10,162 
 
23,978 
9,407 
Liabilities acquired exclusively with a view to disposal
— 
 
17 
21 
 
9,267 
903 
10,170 
 
23,995 
9,428 

Disposal groups at 31 December 2012 primarily comprise Direct Line Group (DLG). To comply with EC state aid requirements, the Group has agreed to cede control of DLG by the end of 2013 and divest completely by the end of 2014.  Following the successful initial public offering in which the Group sold 34.7% of its shareholding, DLG was classified as a disposal group and discontinued operation on 31 December 2012. On being classified as held-for-sale, disposal groups are required to be measured at the lower of carrying amount and fair value less costs to sell.  DLG’s carrying amount exceeded its fair value less costs to sell (based on the quoted price for DLG shares on 31 December 2012) by £394 million and goodwill attributable to DLG has been written down by this amount.  The write down is recorded in other expenses within discontinued operations.

At 31 December 2011, disposal groups comprised the RBS Aviation Capital business which was sold in the second half of 2012 and the RBS England and Wales and NatWest Scotland branch-based businesses, along with certain SME and corporate activities across the UK (‘UK branch-based businesses’). In October 2012 Santander announced its withdrawal from the sale agreed in August 2010.  Although the Group continues to explore disposal options, sale within 12 months is no longer highly probable; accordingly at 31 December 2012 the assets and liabilities of this UK branch-based business ceased to be classified as a disposal group. No adjustment was required to the carrying value of these assets and liabilities on reclassification. In accordance with IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, comparatives have not been restated.

In 2011, £80 million of allocated goodwill was written off against operating expenses in respect of the UK branch-based businesses. No adjustment was made in respect of the RBS Aviation Capital business.

The disposal of the RBS Sempra Commodities JV was substantially completed in 2010. Certain contracts of the RBS Sempra Commodities JV were sold in risk transfer transactions prior to being novated to the purchaser, the majority of which completed during 2011.

 
388

 

(d) Other comprehensive income relating to Direct Line Group
 
2012 
2011 
2010 
 
£m 
£m 
£m
Other comprehensive income
     
Available-for-sale financial assets
20 
129 
87 
Currency translation
(11)
(4)
(3)
Actuarial losses on defined benefit plans
(3)
(1)
11 
Other comprehensive income before tax
124 
95 
Tax credit/(charge)
(35)
(27)
 
89 
68 

(e) Direct Line Group assets and liabilities
General insurance business assets and liabilities
2012  
£m  
2011  
£m  
2010  
£m  
Loans and advances to banks
2,036 
2,579 
2,484 
Loans and advances to customers
881 
893 
1,118 
Debt securities and equity shares
7,156 
7,992 
7,868 
Derivatives
12 
— 
— 
Intangible assets
750 
1,065 
985 
Property, plant and equipment
222 
132 
138 
Prepayments, accrued income and other assets
1,640 
1,200 
1,382 
Assets of disposal group
12,697 
   
Assets separately consolidated
 
13,861 
13,975 
       
Derivatives
— 
— 
Insurance liabilities
6,193 
6,233 
6,716 
Subordinated liabilities
529 
— 
— 
Accruals, deferred income and other liabilities
2,541 
2,739 
2,905 
Liabilities of disposal group
9,267 
   
Liabilities separately consolidated
 
8,972 
9,621 

 
2012 
2011 
2010 
 
£m 
£m 
£m
Notified claims
3,805 
3,872 
4,023 
Incurred but not reported claims
1,647 
1,939 
2,316 
       
Insurance liabilities
6,193 
6,233 
6,716 
Reinsurance
(743)
(423)
(380)
Net claims
5,450 
5,810 
6,336 
       
Provision for unearned income
1,775 
1,872 
2,216 

Outstanding claims are not discounted for the time value of money, except for claims settled by periodical payments under the Courts Act 2003. Of the insurance liabilities above, £818 million (2011 - £835 million: 2010 - £827 million) relates to claims that are being or may be settled by periodical payments, net of reinsurance.

21 Short positions
 
2012  
2011 
2010  
 
£m  
£m  
£m  
Debt securities
     
  - Government
23,551 
32,895 
34,056 
  - Other issuers
3,429 
6,164 
6,961 
Equity shares
611 
1,980 
2,101 
 
27,591 
41,039 
43,118 

Note:
(1)
All short positions are classified as held-for-trading.
 
 
389

 
 
Notes on the consolidated accounts continued

22 Accruals, deferred income and other liabilities
 
2012 
2011 
2010 
 
£m 
£m 
£m
Notes in circulation
1,684 
1,683 
1,793 
Current tax
527 
700 
723 
Accruals
3,579 
4,941 
6,773 
Deferred income
875 
3,481 
4,766 
Provisions for liabilities and charges (see table below)
3,147 
1,311 
624 
Other liabilities (1)
4,989 
11,009 
8,410 
 
14,801 
23,125 
23,089 

Note:
(1)
Other liabilities include £24 million (2011 - £15 million; 2010 - £18 million) in respect of share-based compensation.


Provisions for liabilities and charges
Payment  Protection  Insurance (1) £m  Interest Rate  Hedging  Products (2) £m 
Other   customer   redress (3)
£m 
LIBOR (4)
£m 
Other  regulatory   provisions (5) £m 
Litigation (6)
 £m 
Technology  incident   redress (7)
£m 
Property (8)
 £m 
Other  
 £m  
Total  
£m  
At 1 January 2012
745 
— 
— 
— 
— 
— 
381 
180 
1,311 
Transfer from accruals and other liabilities
— 
— 
119 
— 
125 
111 
— 
— 
94 
449 
 
745 
— 
119 
— 
125 
116 
— 
381 
274 
1,76
Transfers to disposal groups
— 
— 
— 
— 
— 
— 
— 
— 
(1)
(1)
Currency translation and other movements
— 
— 
— 
— 
— 
(4)
1
(2)
1
(4)
Charge to income statement
  - continuing operations
1,110 
700 
141 
381 
75 
190 
175 
153 
34 
2,959 
Releases to income statement
  - continuing operations
— 
— 
(2)
— 
— 
(8)
— 
(50)
— 
(60)
Provisions utilised
(960)
(24)
(96)
— 
— 
(126)
(148)
(90)
(63)
(1,507)
At 31 December 2012
895 
676 
162 
381 
200 
168 
28 
392 
245 
3,147 

Notes:
(1)
In April 2011, following dismissal by the High Court of a Judicial Review application by the British Bankers’ Association, the Group reached agreement with the FSA and the Financial Ombudsman Service on the handling of Payment Protection Insurance (PPI) complaints in accordance with FSA Policy Statement PS 10/12. The statement sets out the framework for reviewing individual complaints. It also requires firms to undertake root cause analysis; proactive contact exercises are required for certain categories of customer if systemic issues are identified.

The principal assumptions underlying the Group’s provision in respect of PPI sales are: assessment of the total number of complaints that the Group will receive; the proportion of these that will result in redress; and the average cost of such redress. The number of complaints has been estimated from an analysis of the Group’s portfolio of PPI policies sold by vintage and by product. Estimates of the percentage of policyholders that will lodge complaints (the take up rate) and of the number of these that will be upheld (the uphold rate) have been established based on recent experience, guidance in the FSA policy statements and expected rate of responses from proactive customer contact. The average redress assumption is based on recent experience and the calculation rules in the FSA statement.

The table below shows the sensitivity of the provision to changes in the principal assumptions (all other assumptions remaining the same).

 
Sensitivity
Assumption
Change in 
assumption 
Consequential 
change in provision 
£m 
Take up rate
+/-5 
+/-300 
Uphold rate
+/-5 
+/-35 
Average redress
+/-5 
+/-35 

Interest that will be payable on successful complaints has been included in the provision as has the estimated cost to the Group of administering the redress process. The Group expects the majority of the cash outflows associated with this provision to have occurred by the end of 2013. There are uncertainties as to the eventual cost of redress which will depend on actual complaint volumes, take up and uphold rates and average redress costs.
 
 
390

 

 
(2)
In June 2012, following an industry wide review, the FSA announced that the Group and other UK banks had agreed to:
 
-
provide automatically fair and reasonable redress to non-sophisticated customers who were sold structured collars;
 
-
review the sales of interest rate hedging products (other than caps or structured collars) to non-sophisticated customers to determine whether redress is due; and
 
-
review the sale of caps to non-sophisticated customers to determine whether redress is due if a complaint is made by the customer during thereview.

On 31 January 2013, the FSA announced the results of pilot studies by the Group and other UK banks. The FSA announcement also clarified the tests to be applied to determine whether a customer qualifies as ‘sophisticated’ and created a set of redress principles.

The Group has estimated £700 million for its liability based on the FSA’s guidance, an analysis of its portfolio of interest rate hedging products and the results of the pilot exercise. The provision includes redress that will be paid to customers, interest payable on customer redress: the cost to the Group of exiting the hedging positions; and the cost of undertaking the review.

The principal assumptions that underlie the estimate are: the number of transactions that meet the criteria for redress; the nature of the redress; in particular whether a product is terminated or replaced with an alternative product and/or a different profile; and the cost of the review.

The table below shows the sensitivity of the provision to changes in the principal assumptions (all other assumptions remaining the same).

 
Sensitivity
Assumption
Change in 
assumption 
Consequential 
change in provision 
£m 
Number of customer transactions qualifying for redress (i)
+/-5 
+/-29 
Proportion of customer transactions qualifying for full redress (i)
+/-5 
+/-42 

 
(i)
Customers qualifying for an alternative product reduced/increased pro rata.

As the redress and review exercise progresses it is likely that the level of the provision will change. There remain significant uncertainties over the number of transactions that will qualify for redress and the nature and cost of that redress.

(3)
The Group has provided for customer redress in relation to certain other retail products. None of these provisions is individually material.

(4)
On 6 February 2013, the Group reached agreement with the FSA, the US Department of Justice and the Commodity Futures Trading Commission in relation to the setting of LIBOR and other trading rates, including financial penalties of £381 million. The Group continues to cooperate with other governmental and regulatory authorities and the probable outcome of these investigations is that the Group will incur additional financial penalties. However, at this early stage, the Group is unable reliably to estimate their quantum.

(5)
The Group is subject to a number of investigations by regulatory and other authorities. Details of these investigations and a discussion of the nature of the associated uncertainties are given in Note 32.

(6)
Arising out of its normal business operations, the Group is party to legal proceedings in the United Kingdom, the United States and other  jurisdictions. Litigation provisions at 31 December 2012 related to numerous proceedings; no individual provision is material. Detailed descriptions of the Group’s legal proceedings and discussion of the associated uncertainties are given in Note 32.

(7)
In June 2012, the Group experienced a technology incident that affected its transaction batch processing. Provisions of £175 million were charged during 2012 to meet the waiver of fees and interest; redress for customers of the Group; and other costs principally staff costs. These costs have been substantially settled and there is minimal uncertainty as to the final cost.

(8)
The property provisions principally comprise provisions for onerous lease contracts. Provision is made for future rentals payable in respect of vacant leasehold property and for any shortfall where leased property is sub-let at a rental lower than the lease rentals payable by the Group.
 
 
391

 

Notes on the consolidated accounts continued
 
 
23 Deferred tax

 
2012 
£m 
2011 
£m  
2010 
£m 
Deferred tax liability
1,141 
1,945 
2,142 
Deferred tax asset
(3,443)
(3,878)
(6,373)
Net deferred tax asset
(2,302)
(1,933)
(4,231)

Net deferred tax asset comprised:
 
Pension 
Accelerated 
capital 
allowances 
Provisions 
Deferred 
gains 
IFRS 
transition 
Fair 
value of 
financial 
instruments 
Available- 
for-sale 
financial 
 assets 
Intangibles 
Cash 
 flow 
 hedging 
Share 
schemes 
Tax 
losses 
carried 
forward 
Other 
Total 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
At 1 January 2011
(638)
2,656 
(1,601)
88 
(296)
(92)
(841)
429 
291 
(31)
(4,274)
78 
(4,231)
Transfers to disposal groups
— 
(308)
(52)
— 
— 
16 
— 
— 
— 
— 
159 
52 
(133)
Acquisition/(disposal) of subsidiaries
(76)
39 
— 
— 
— 
(1)
(1)
— 
— 
— 
(28)
Charge/(credit) to income statement
  - continuing operations
222 
26 
339 
262 
77 
46 
(13)
(178)
22 
(3)
394 
(94)
1,100 
  - discontinued operations
— 
— 
— 
— 
— 
— 
— 
— 
(58)
(51)
(Credit)/charge to other comprehensive income
(86)
— 
— 
— 
— 
780 
— 
238 
14 
415 
— 
1,362 
Currency translation and other adjustments
(4)
— 
(3)
22 
— 
12 
48 
At 1 January 2012
(493)
2,306 
(1,274)
359 
(219)
(33)
(52)
252 
550 
(17)
(3,294)
(18)
(1,933)
Transfers to disposal groups
— 
— 
— 
— 
— 
— 
— 
— 
— 
— 
(Disposal)/acquisition of subsidiaries
(2)
(38)
(85)
— 
— 
(6)
(4)
— 
— 
— 
— 
52 
(83)
Charge/(credit) to income statement
  - continuing operations
71 
(482)
237 
(13)
84 
25 
(18)
(15)
(128)
— 
225 
(75)
(89)
  - discontinued operations
— 
— 
— 
— 
— 
— 
— 
— 
— 
(24)
(18)
(Credit)/charge to other comprehensive Income
(380)
— 
— 
(10)
— 
— 
200 
— 
155 
(170)
— 
(200)
Currency translation and other Adjustments
— 
(43)
46 
49 
(25)
(10)
— 
— 
(20)
18 
At 31 December 2012
(803)
1,744 
(1,071)
385 
(160)
(8)
135 
227 
577 
(12)
(3,231)
(85)
(2,302)

Deferred tax assets in respect of unused tax losses are recognised if the losses can be used to offset probable future taxable profits after taking into account the expected reversal of other temporary differences. Recognised deferred tax assets in respect of tax losses are analysed further below.

 
2012 
£m 
2011 
£m 
2010 
£m 
UK tax losses carried forward
     
  - The Royal Bank of Scotland plc
2,654 
2,623 
143 
  - UK branch of RBS N.V.
322 
166 
3,361 
  - National Westminster Bank Plc
66 
93 
349 
  - RBS Management Services (UK) Ltd
30 
51 
— 
 
3,072 
2,933 
3,853 
Overseas tax losses carried forward
     
  - Ulster Bank Ireland
72 
284 
260 
  - RBS Citizens Financial Group
87 
— 
— 
  - RBS N.V. Australia
— 
77 
— 
  - RBS Aerospace
— 
— 
161 
 
159 
361 
421 
 
3,231 
3,294 
4,274 

 
392

 

UK tax losses
Under UK tax rules, tax losses do not expire and can be carried forward indefinitely.

The Royal Bank of Scotland plc and the UK branch of RBS N.V.- the deferred tax assets in respect of tax losses brought forward at 1 January 2012 relate wholly to trading losses that arose in the UK branch of RBS N.V. Some were transferred on 1 January 2011 following the transfer of the majority of the activities of the UK Branch of RBS N.V. to The Royal Bank of Scotland plc and the balance is expected to transfer once the remaining activities have been transferred. The UK Branch tax losses attributable to credit market write-downs during the financial crisis were principally incurred between 2007 and 2009.

The Royal Bank of Scotland plc reported a taxable profit in 2011 and a tax loss in 2012. The tax loss in 2012 reflects the reversal of previous own credit gains offset by core banking profitability. Based on the Group’s strategic plan, all of the carried forward losses will be substantially utilised against future taxable profits of The Royal Bank of Scotland plc by the end of 2018. A 20% reduction in forecast profits would extend the recovery period by one year to 2019.

National Westminster Bank Plc - the deferred tax asset in respect of tax losses at 31 December 2012 relates to residual unrelieved trading losses that arose between 2009 and 2012. 95% of the losses that arose were relieved against taxable profits arising in other UK Group companies. Based on the Group’s strategic plan, the residual carried forward losses will be fully utilised against future taxable profits of the company by the end of 2015. A 20% reduction in forecast profits would extend the recovery period by one year to 2016.

Overseas tax losses
Ulster Bank Ireland - a deferred tax asset has been recognised in respect of £575 million of total tax losses of £7,627 million carried forward at 31 December 2012. These losses arose principally as a result of significant impairment charges reflecting deteriorating economic conditions in the Republic of Ireland. Impairment charges are expected to reduce in the future. Based on the Group’s strategic plan, the losses on which a deferred tax asset has been recognised will be utilised against future taxable profits of the company by the end of 2019. A 20% reduction in forecast profits would extend the recovery period by one year to 2020.

RBS Citizens Financial Group - a deferred tax asset of £87 million has been recognised in respect of total tax losses of £239 million carried forward at 31 December 2012. The losses on which a deferred tax asset has been recognised will be utilised against future taxable profits in 2013. A 20% reduction in forecast profits would not extend the recovery period beyond 2013.

Unrecognised deferred tax
Deferred tax assets of £3,827 million (2011 - £3,246 million; 2010 - £2,008 million) have not been recognised in respect of tax losses carried forward of £20,432 million (2011 - £16,691 million; 2010 - £9,869 million) in jurisdictions where doubt exists over the availability of future taxable profits. Of these losses, £37 million expire within one year, £1 million within five years and £11,068 million thereafter. The balance of tax losses carried forward has no time limit.

Deferred tax liabilities of £214 million (2011 - £249 million; 2010 - £279 million) have not been recognised in respect of retained earnings of overseas subsidiaries and held-over gains on the incorporation of overseas branches. Retained earnings of overseas subsidiaries are expected to be reinvested indefinitely or remitted to the UK free from further taxation. No taxation is expected to arise in the foreseeable future in respect of held-over gains. Changes to UK tax legislation largely exempts from UK tax, overseas dividends received on or after 1 July 2009.

Tax loss waiver
On 26 November 2009, the company entered into three agreements (together comprising the tax loss waiver) which provide the right, at the company’s option, subject to HM Treasury consent, to satisfy all or part of the annual fee in respect of the asset protection scheme (APS) or the contingent subscription arrangement, and the exit fee payable in connection with any termination of the Group’s participation in the APS (but not the refund of the net payments it has received from HM Treasury under the APS), by waiving entitlement to relief for certain UK tax losses carried forward (principally tax losses carried forward under s393 of the Income and Corporation Taxes Act 1988 (now s45 of the Corporation Tax Act 2009)) recognised as deferred tax assets. The tax loss waiver contains undertakings designed to prevent the Group from engaging in arrangements which have a main purpose of reducing the net cost to the Group of any waiver of tax reliefs pursuant to the tax loss waiver. The Group has not satisfied any fees in respect of the APS or the Contingent Subscription arrangement by way of tax loss waiver. The Group exited the APS on 18 October 2012.

 
393

 
 
Notes on the consolidated accounts continued
 

24 Subordinated liabilities
 
2012 
2011 
2010 
 
£m 
£m 
£m 
Dated loan capital
20,210 
19,654 
20,658 
Undated loan capital
2,479 
2,558 
2,552 
Preference shares
1,075 
1,116 
1,112 
Trust preferred securities
3,009 
2,991 
2,731 
 
26,773 
26,319 
27,053 

In a series of exchange and tender offers in May 2010, the Group redeemed certain subordinated debt securities and equity preference shares in exchange for cash or senior debt. In March 2012, the Group exchanged certain subordinated debt securities for new subordinated debt securities. The exchanges involving instruments classified as liabilities all met the criteria in IFRS for treatment as the extinguishment of the original liability and the recognition of a new financial liability.

The Group undertook that, unless otherwise agreed with the European Commission, neither the company nor any of its direct or indirect subsidiaries (excluding companies in the RBS Holdings N.V. Group, which are subject to different restrictions, see below) would pay external investors any dividends or coupons on existing hybrid capital instruments (including preference shares, B shares and upper and lower tier 2 instruments) from 30 April 2010 for a period of two years thereafter (“the Deferral Period”), or exercise any call rights in relation to these capital instruments between 24 November 2009 and the end of the Deferral Period, unless there was a legal obligation to do so. Hybrid capital instruments issued after 24 November 2009 were generally not subject to the restriction on dividend or coupon payments or call options. On 30 April 2012, the Deferral Period for RBS Group instruments ended and in May 2012, the Group determined that it was in a position to recommence payments on these instruments. Future coupons and dividends will only be paid subject to, and in accordance with, the terms of the relevant instruments.

The Group has agreed that RBS Holdings N.V. will not pay investors any coupons on, or exercise any call rights in relation to, specified hybrid capital instruments for an effective period of two years from 1 April 2011, unless in any such case there is a legal obligation to do so. RBS Holdings N.V. and its group companies are also subject to restrictions on the exercise of call rights in relation to their other hybrid capital instruments.

Certain preference shares issued by the company are classified as liabilities; these securities remain subject to the capital maintenance rules of the Companies Act 2006.
 
 
394

 

 
The following tables analyse the remaining contractual maturity of subordinated liabilities by the final redemption date; and by the next call date.

2012 - final redemption
 
2013
£m
2014
£m
2015-2017
£m
2018-2022
£m
Thereafter
£m
Perpetual
£m
Total
£m
Sterling
 
214 
— 
630 
464 
— 
994 
2,302 
US dollar
 
611 
664 
2,388 
3,722 
177 
4,409 
11,971 
Euro
 
1,478 
— 
3,035 
3,814 
397 
806 
9,530 
Other
 
48 
425 
790 
1,381 
— 
326 
2,970 
   
2,351 
1,089 
6,843 
9,381 
574 
6,535 
26,773 

2012 - call date
Currently
£m
2013
£m
2014
£m
2015-2017
£m
2018-2022
£m
Thereafter
£m
Perpetual
£m
Total
£m
Sterling
24 
429 
60 
826 
715 
36 
212 
2,302 
US dollar
2,577 
3,546 
664 
1,767 
2,408 
1,009 
— 
11,971 
Euro
— 
3,509 
289 
2,863 
2,427 
397 
45 
9,530 
Other
— 
1,192 
— 
1,214 
564 
— 
— 
2,970 
 
2,601 
8,676 
1,013 
6,670 
6,114 
1,442 
257 
26,773 


2011 - final redemption
 
2012
£m
2013
£m
2014-2016
£m
2017-2021
£m
Thereafter
£m
Perpetual
£m
Total
£m
Sterling
 
73
158
648
453
823
2,155
US dollar
 
302
555
3,903
1,793
190
4,619
11,362
Euro
 
220
1,299
2,389
4,296
513
832
9,549
Other
 
29
1,618
1,261
345
3,253
   
624
2,012
8,558
7,803
703
6,619
26,319

2011 - call date
Currently
£m
2012
£m
2013
£m
2014-2016
£m
2017-2021
£m
Thereafter
£m
Perpetual
£m
Total
£m
Sterling
15
127
218
855
593
176
171
2,155
US dollar
3,230
3,974
765
1,196
824
1,059
314
11,362
Euro
159
2,714
1,299
1,954
2,863
513
47
9,549
Other
9
1,407
489
1,306
42
3,253
 
3,413
8,222
2,771
5,311
4,322
1,748
532
26,319

2010 - final redemption
 
2011
£m
2012
£m
2013-2015
£m
2016-2020
£m
Thereafter
£m
Perpetual
£m
Total
£m
Sterling
 
79
817
63
361
806
2,126
US dollar
 
195
262
3,171
3,054
261
4,398
11,341
Euro
 
663
3,368
3,849
1,611
866
10,357
Other
 
27
1,612
1,252
338
3,229
   
964
262
8,968
8,218
2,233
6,408
27,053

2010 - call date
Currently
£m
2011
£m
2012
£m
2013-2015
£m
2016-2020
£m
Thereafter
£m
Perpetual
£m
Total
£m
Sterling
172
96
55
1,027
217
530
29
2,126
US dollar
3,099
2,889
1,228
1,960
800
1,052
313
11,341
Euro
613
1,940
849
2,387
3,855
664
49
10,357
Other
672
11
728
1,438
380
3,229
 
4,556
4,936
2,860
6,812
5,252
2,246
391
27,053

 
395

 
 
Notes on the consolidated accounts continued

 
24 Subordinated liabilities continued
Dated loan capital
 
Capital 
treatment 
2012
£m
2011
£m
2010
£m
The Royal Bank of Scotland Group plc
       
US$300 million 6.375% subordinated notes 2011 (1)
 
199
US$750 million 5% subordinated notes 2013 (1)
Lower Tier 2 
485
522
532
US$750 million 5% subordinated notes 2014 (1)
Lower Tier 2 
520
558
559
US$250 million 5% subordinated notes 2014 (1)
Lower Tier 2 
152
163
162
US$675 million 5.05% subordinated notes 2015 (1)
Lower Tier 2 
463
494
492
US$350 million 4.7% subordinated notes 2018 (1)
Lower Tier 2 
262
271
252
US$2,250 million 6.125% subordinated notes 2022 (issued December 2012) (1)
Lower Tier 2 
1,398
         
The Royal Bank of Scotland plc
       
€1,000 million 6% subordinated notes 2013
Lower Tier 2 
869
921
989
US$50 million floating rate subordinated notes 2013
Lower Tier 2 
36
37
38
€500 million 6% subordinated notes 2013
Lower Tier 2 
415
426
439
£150 million 10.5% subordinated bonds 2013 (2)
Lower Tier 2 
164
171
177
AUD397 million (2011 and 2010 - AUD590 million) 6% subordinated notes 2014
  (callable quarterly from October 2009) (3)
Lower Tier 2 
257
392
391
AUD265 million (2011 and 2010 - AUD410 million) floating rate subordinated notes 2014
  (callable quarterly from October 2009) (3)
Lower Tier 2 
171
272
272
CAD217 million (2011 and 2010 - CAD700 million) 4.25% subordinated notes 2015
  (callable quarterly from March 2010)
Lower Tier 2 
135
444
452
£250 million 9.625% subordinated bonds 2015
Lower Tier 2 
289
297
303
US$322 million (2011 and 2010 - US$750 million) floating rate Bermudian callable subordinated
  notes 2015 (callable quarterly from September 2010) (3)
Lower Tier 2 
199
485
483
€750 million floating rate subordinated notes 2015
Lower Tier 2 
688
709
725
CHF400 million 2.375% subordinated notes 2015
Lower Tier 2 
287
295
287
CHF100 million 2.375% subordinated notes 2015
Lower Tier 2 
84
88
83
CHF200 million 2.375% subordinated notes 2015
Lower Tier 2 
134
136
136
US$229 million (2011 and 2010 - US$500 million) floating rate subordinated notes 2016
  (callable quarterly from October 2011) (3)
Lower Tier 2 
142
324
322
US$686 million (2011 and 2010 - US$1,500 million) floating rate subordinated notes 2016
  (callable quarterly from April 2011) (3)
Lower Tier 2 
425
971
967
€227 million (2011 and 2010 - €500 million) 4.5% subordinated notes 2016
  (callable quarterly from January 2011) (3)
Lower Tier 2 
185
420
450
CHF34 million (2011 and 2010 - CHF200 million) 2.75% subordinated notes 2017
  (callable quarterly from December 2012) (3)
Lower Tier 2 
23
138
138
€100 million floating rate subordinated notes 2017
Lower Tier 2 
82
84
86
€102 million (2011 and 2010 - €500 million) floating rate subordinated notes 2017
  (callable quarterly from January 2012) (3)
Lower Tier 2 
84
419
432
€750 million 4.35% subordinated notes 2017
Lower Tier 2 
721
723
721
AUD50 (2011 and 2010 - AUD450 million) 6.5% subordinated notes 2017
  (callable quarterly from February 2012) (3)
Lower Tier 2 
32
303
302
AUD90 million (2011 and 2010 - AUD450 million) floating rate subordinated notes 2017
  (callable quarterly from February 2012) (3)
Lower Tier 2 
58
298
295
US$450 million (2011 and 2010 - US$1,500 million) floating rate subordinated callable step-up
  notes 2017 (callable quarterly from August 2012) (3)
Lower Tier 2 
279
971
966
€2,000 million 6.93% subordinated notes 2018
Lower Tier 2 
2,033
2,023
1,999
US$125.6 million floating rate subordinated notes 2020
Lower Tier 2 
78
81
81
€1,000 million 4.625% subordinated notes 2021 (callable quarterly from September 2016)
Lower Tier 2 
938
948
949
€300 million CMS linked floating rate subordinated notes 2022
Lower Tier 2 
272
271
280
€144.4 million floating rate subordinated notes 2023
Lower Tier 2 
224
157
153
AUD883 million 13.125% subordinated notes 2022 (issued March 2012) callable March 2017
Lower Tier 2 
585
CAD420 million 10.5% subordinated notes 2022 (issued March 2012) callable March 2017
Lower Tier 2 
269
CHF124 million 9.375% subordinated notes 2022 (issued March 2012) callable March 2017
Lower Tier 2 
90
€564 million 10.5% subordinated notes 2022 (issued March 2012) callable March 2017
Lower Tier 2 
497
US$2,132 million 9.5% subordinated notes 2022 (issued March 2012) callable March 2017
Lower Tier 2 
1,350

 
396

 

 
Capital 
treatment 
2012
£m
2011
£m
2010
£m
National Westminster Bank Plc
       
€500 million 5.125% subordinated notes 2011
 
442
£300 million 7.875% subordinated notes 2015
Lower Tier 2 
360
371
370
£300 million 6.5% subordinated notes 2021
Lower Tier 2 
410
400
367
         
Charter One Financial, Inc.
       
US$400 million 6.375% subordinated notes 2012 (redeemed January 2012)
 
261
265
US$350 million 4.150% subordinated notes 2022 (issued September 2012)
Ineligible 
217
         
First Active plc
       
£60 million 6.375% subordinated bonds 2018 (callable quarterly from April 2013)
Lower Tier 2 
63
64
66
         
RBS NV and subsidiaries
       
€250 million 4.70% CMS linked subordinated notes 2019
Lower Tier 2 
199
136
181
€100 million 5.13% flip flop Bermudan callable subordinated notes 2017
  (callable annually from December 2012)
Lower Tier 2 
72
78
69
€13 million zero coupon subordinated notes 2029 (callable annually from June 2009)
Lower Tier 2 
11
14
9
€170 million floating rate sinkable subordinated notes 2041
Lower Tier 2 
166
81
240
€15 million CMS linked floating rate subordinated notes 2020
Lower Tier 2 
10
7
10
€1,500 million floating rate Bermudan callable subordinated notes 2015
  (callable quarterly from June 2010)
Lower Tier 2 
1,215
1,246
1,283
€5 million floating rate Bermudan callable subordinated notes 2015 (callable quarterly from October 2010)
Lower Tier 2 
4
4
4
US$129 million (2011 and 2010 - US$165 million) 6.14% subordinated notes 2019
Lower Tier 2 
75
76
104
US$72 million 5.98% subordinated notes 2019
Lower Tier 2 
57
47
42
US$500 million 4.65% subordinated notes 2018
Lower Tier 2 
347
354
326
US$1,500 million floating rate Bermudan callable subordinated notes 2015
  (callable quarterly from March 2010)
Lower Tier 2 
892
930
927
AUD575 million 6.50% Bermudan callable subordinated notes 2018 (callable quarterly from May 2013)
Lower Tier 2 
366
378
371
AUD175 million floating rate Bermudan callable subordinated notes 2018
 (callable quarterly from May 2013)
Lower Tier 2 
109
111
111
€26 million 7.42% subordinated notes 2016
Lower Tier 2 
25
25
26
€7 million 7.38% subordinated notes 2016
Lower Tier 2 
7
7
7
£25 million amortising MTN subordinated notes 2011
 
3
US$136 million (2011 and 2010 - US$ 250 million) 7.75% fixed rate subordinated notes 2023
Lower Tier 2 
85
90
163
US$150 million 7.13% fixed rate subordinated notes 2093
Lower Tier 2 
94
100
98
         
The Royal Bank of Scotland Berhad
       
MYR200 million 4.15% subordinated notes 2017 (4)
Ineligible 
42
42
42
         
Non-controlling interests subordinated issues
 
9
20
20
   
20,210
19,654
20,658

Notes:
(1)
On-lent to The Royal Bank of Scotland plc on a subordinated basis.
(2)
Unconditionally guaranteed by the Royal Bank of Scotland.
(3)
Partially repurchased following completion of an exchange offer in March 2012.
(4)
Issuing entity transferred from being a subsidiary of RBS N.V. to RBS Group in October 2012.
(5)
In the event of certain changes in tax laws, dated loan capital issues may be redeemed in whole, but not in part, at the option of the issuer, at the principal amount thereof plus accrued interest, subject to prior regulatory approval.
(6)
Except as stated above, claims in respect of the Group's dated loan capital are subordinated to the claims of other creditors. None of the Group's dated loan capital is secured.
(7)
Interest on all floating rate subordinated notes is calculated by reference to market rates.
 
 
397

 
 
Notes on the consolidated accounts continued

24 Subordinated liabilities continued
Undated loan capital
 
Capital
treatment
2012
£m
2011
£m
2010
£m
The Royal Bank of Scotland Group plc
       
US$106 million undated floating rate primary capital notes
  (callable semi-annually from December 1990) (1,2)
Upper Tier 2
66
69
69
US$762 million 7.648% perpetual regulatory (callable quarterly from September 2031) (1,3,4)
 Tier 1
477
497
494
         
The Royal Bank of Scotland plc
       
£31 million 7.375% undated subordinated notes
Upper Tier 2
31
31
31
£51 million 6.25% undated subordinated notes (callable every five years from December 2012) (1)
Upper Tier 2
51
53
55
£56 million 6% undated subordinated notes (callable every five years from September 2014) (1)
Upper Tier 2
61
62
61
€176 million 5.125% undated subordinated notes (callable quarterly from July 2014) (1)
Upper Tier 2
155
161
166
€170 million floating rate undated subordinated notes (callable quarterly from July 2014) (1)
Upper Tier 2
138
141
145
£54 million 5.125% undated subordinated notes (callable every five years from March 2016) (1)
Upper Tier 2
61
61
58
£35 million 5.5% undated subordinated notes (callable every five years from December 2019) (1)
Upper Tier 2
39
37
35
£21 million 6.2% undated subordinated notes (callable every five years from March 2022) (1)
Upper Tier 2
46
45
43
£103 million 9.5% undated subordinated bonds (callable every five years from August 2018) (1,4)
Upper Tier 2
137
137
130
£16 million (2011 and 2010 - £22 million) 5.625% undated subordinated notes
  (callable every five years from September 2026) (1)
Upper Tier 2
24
23
21
£19 million 5.625% undated subordinated notes (callable every five years from June 2032) (1)
Upper Tier 2
13
13
20
£1 million floating rate undated subordinated notes (callable semi-annually from March 2011) (1)
Upper Tier 2
1
1
2
CAD474 million 5.37% fixed rate undated subordinated notes (callable quarterly from May 2016) (1)
Upper Tier 2
328
347
340
         
National Westminster Bank Plc
       
US$193 million primary capital floating rate notes, Series A (callable semi-annually from July 1990) (1)
Upper Tier 2
119
124
124
US$229 million primary capital floating rate notes, Series B (callable semi-annually from August 1990) (1)
Upper Tier 2
142
148
148
US$285 million primary capital floating rate notes, Series C (callable quarterly from November 1990) (1)
Upper Tier 2
177
184
184
€178 million 6.625% fixed/floating rate undated subordinated notes (callable quarterly from October 2009)
Upper Tier 2
146
150
154
€10 million floating rate undated step-up notes (callable quarterly from October 2009)
Upper Tier 2
9
9
9
£87 million floating undated subordinated step-up notes (callable every five years from January 2010) (1)
Upper Tier 2
92
91
89
£53 million 7.125% undated subordinated step-up notes (callable every five years from October 2022) (1)
Upper Tier 2
55
56
54
£35 million 11.5% undated subordinated notes (callable any time from December 2022) (1,2,5)
Upper Tier 2
38
42
42
         
First Active plc
       
£20 million 11.75% perpetual
Lower Tier 2
25
26 
26 
€38 million 11.375% perpetual
Lower Tier 2
46
48 
50 
£1.3 million floating rate perpetual
Lower Tier 2
2
2
   
2,479
2,558 
2,552 

Notes:
(1)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(2)
On-lent to The Royal Bank of Scotland plc on a subordinated basis
(3)
The company can satisfy interest payment obligations by issuing sufficient ordinary shares to appointed Trustees to enable them, on selling these shares, to settle the interest payment.
(4)
Guaranteed by the company.
(5)
Exchangeable at the option of the issuer into 8.392% (gross) non-cumulative preference shares of £1 each of National Westminster Bank Plc at any time.
(6)
Except as stated above, claims in respect of the Group's undated loan capital are subordinated to the claims of other creditors. None of the Group's undated loan capital is secured.
(7)
In the event of certain changes in tax laws, undated loan capital issues may be redeemed in whole, but not in part, at the option of the Group, at the principal amount thereof plus accrued interest, subject to prior regulatory approval.
(8)
Interest on all floating rate subordinated notes is calculated by reference to market rates.
 
 
398

 

 
Preference shares
 
Capital
treatment
2012
£m
2011
£m
2010
£m
The Royal Bank of Scotland Group plc (1)
       
Non-cumulative preference shares of US$0.01
       
  Series F US$156 million 7.65% (callable any time from March 2007) (2)
Tier 1
97
101
101
  Series H US$242 million 7.25% (callable any time from March 2004) (2)
Tier 1
150
157
156
  Series L US$751 million 5.75% (callable any time from October 2009) (2)
Tier 1
465
485
484
         
Non-cumulative convertible preference shares of US$0.01
       
  Series 1 US$65 million 9.118% (callable any time from March 2010) (3)
Tier 1
41
43
43
         
Non-cumulative convertible preference shares of £0.01
       
  Series 1 £15 million 7.387% (callable any time from December 2010) (3)
Tier 1
15
15
15
         
Cumulative preference shares of £1
       
  £0.5 million 11% and £0.4 million 5.5% (not callable)
Upper Tier 2
1
1
1
         
National Westminster Bank Plc
       
Non-cumulative preference shares of £1
       
  Series A £140 million 9% (not callable)
Tier 1
145
145
144
         
Non-cumulative preference shares of US$25
       
  Series C US$246 million 7.7628% (callable quarterly from April 2002) (2,4)
Tier 1
161
169
168
   
1,075
1,116
1,112

Notes:
(1)
Further details of the contractual terms of the preference shares are given in Note 26.
(2)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(3)
Partially converted into ordinary shares in the company in 2010.
(4)
Series C preference shares each carry a gross dividend of 8.625% inclusive of associated tax credit. Redeemable at the option of the issuer at par.
 
Trust preferred securities

 
Capital
treatment
2012
£m
2011
£m
2010
£m
€391 million 6.467% (callable quarterly from June 2012) (1)
Tier 1
319
340
339
US$486 million 6.8% (callable quarterly from March 2008) (1)
Tier 1
302
309
289
US$318 million 4.709% (callable quarterly from July 2013) (1,2)
Tier 1
199
210
190
US$394 million 6.425% (callable quarterly from January 2034) (1)
Tier 1
365
382
291
         
RBS NV and subsidiaries (3)
       
US$1,285 million 5.90% Trust Preferred V (callable any time from July 2008) (3)
Tier 1
713
684
633
US$200 million 6.25% Trust Preferred VI (callable any time from September 2008)
Tier 1
112
108
100
US$1,800 million 6.08% Trust Preferred VII (callable any time from February 2009)
Tier 1
999
958
889
   
3,009
2,991
2,731

Notes:
(1)
The trust preferred securities issued by subsidiaries have no maturity date and are not redeemable at the option of the holders at any time. These securities may, with the consent of the UK Financial Services Authority, be redeemed by the issuer on the dates specified above or on any interest payment date thereafter. They may also be redeemed in whole, but not in part, upon the occurrence of certain tax and regulatory events. Dividends are non-cumulative and may, subject to the restrictions described in (5) below, be paid provided distributable profits are sufficient unless payment would breach the capital adequacy requirements of the UK Financial Services Authority. Distributions are not made if dividends are not paid on any series of the company’s non-cumulative preference shares. The company classifies its obligations to these subsidiaries as dated loan capital.
(2)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(3)
Dividends are non-cumulative. They cannot be declared if RBS Holdings N.V. has not paid dividends on any parity securities. Distributions must be made, subject to the restrictions described in (4) below, if RBS Holdings N.V. pays a dividend on its ordinary shares or on its parity securities or redeems or repurchases such securities.
(4)
The trust preferred securities are subject to restrictions on dividend payments agreed with the European Commission (see page 394).
 
 
 
399

 
Notes on the consolidated accounts continued
 

25 Non-controlling interests
 
Direct Line 
Insurance 
Group plc 
ABN 
AMRO 
Other 
 interests 
Total 
 
£m 
£m 
£m 
£m 
At 1 January 2011
— 
295 
1,424 
1,719 
Currency translation and other adjustments
— 
(20)
(34)
(54)
(Loss)/profit attributable to non-controlling interests
       
  - continuing operations
— 
(7)
(7)
(14)
  - discontinued operations
— 
42 
— 
42 
Dividends paid
— 
— 
(40)
(40)
Losses on available-for-sale financial assets, net of tax
— 
— 
Equity withdrawn and disposals
— 
(29)
(392)
(421)
At 1 January 2012
— 
283 
951 
1,234 
Currency translation and other adjustments
— 
(12)
(6)
(18)
(Loss)/profit attributable to non-controlling interests
       
  - continuing operations
— 
(43)
32 
(11)
  - discontinued operations
(125)
13 
— 
(112)
Dividends paid
— 
— 
(13)
(13)
Losses on available-for-sale financial assets, net of tax
— 
25 
— 
25 
Equity raised
873 
— 
875 
Equity withdrawn and disposals
— 
— 
(23)
(23)
Transfer from retained earnings
361 
— 
— 
361 
At 31 December 2012
1,109 
266 
943 
2,318 

ABN AMRO represents the other Consortium Members' interests in RFS Holdings B.V. The capital and income rights of shares issued by RFS Holdings B.V. are linked to the net assets and income of the ABN AMRO business units which the individual Consortium Members agreed to acquire.

Other non-controlling interests include the following trust preferred securities:
 
 
2012 
2011 
2010 
 
£m 
£m 
£m 
US$357 million 5.512% (redeemable September 2014)
198 
198 
198 
US$276 million 3 month US$ LIBOR plus 0.80% (redeemable September 2014) (1)
153 
153 
153 
€166 million 4.243% (redeemable January 2016)
112 
112 
112 
£93 million 5.6457% (redeemable June 2017)
93 
93 
93 
 
556 
556 
556 

Notes:
(1)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(2)
The trust preferred securities issued by subsidiaries have no maturity date and are not redeemable at the option of the holders at any time. These securities may, with the consent of the UK Financial Services Authority, be redeemed, in whole or in part, by the issuer on the dates specified above or on any interest payment date thereafter. They may also be redeemed in whole, but not in part, upon the occurrence of certain tax and regulatory events. Dividends are non-cumulative and discretionary. Distributions are not made if dividends are not paid on any series of the company’s non-cumulative preference shares. The company classifies its obligations to these subsidiaries as dated loan capital.
(3)
The trust preferred securities were subject to restrictions on dividend payments agreed with the European Commission (see page 394).
 
 
400

 

 
26 Share capital
 
Allotted, called up and fully paid
 
1 January 
2012 
Issued 
during 
the year 
Share 
 sub-division and 
 consolidation 
31 December 
2012 
 
£m 
£m 
£m 
£m 
Ordinary shares of 25p (1)
14,807 
82 
(14,889)
— 
Ordinary shares of £1 (1)
— 
115 
5,956 
6,071 
B shares of £0.01
510 
— 
— 
510 
Dividend access share of £0.01
— 
— 
— 
— 
Non-cumulative preference shares of US$0.01
— 
— 
Non-cumulative convertible preference shares of US$0.01
— 
— 
— 
— 
Non-cumulative preference shares of €0.01
— 
— 
— 
— 
Non-cumulative convertible preference shares of £0.01
— 
— 
— 
— 
Non-cumulative preference shares of £1
— 
— 
— 
— 
Cumulative preference shares of £1
— 
— 
 
 
Allotted, called up and fully paid
Number of shares - thousands
2012
2011
2010
Ordinary shares of 25p (1)
— 
59,228,412 
58,458,131 
Ordinary shares of £1 (1)
6,070,765 
— 
— 
B shares of £0.01
51,000,000 
51,000,000 
51,000,000 
Dividend access share of £0.01 (2)
— 
— 
— 
Non-cumulative preference shares of US$0.01
209,609 
209,609 
209,609 
Non-cumulative convertible preference shares of US$0.01
65 
65 
65 
Non-cumulative preference shares of €0.01
2,044 
2,044 
2,044 
Non-cumulative convertible preference shares of £0.01
15 
15 
15 
Non-cumulative preference shares of £1
54 
54 
54 
Cumulative preference shares of £1
900 
900 
900 

Movement in ordinary shares in issue - thousands
Ordinary shares 
At 1 January 2011
58,458,131 
Shares issued
770,281 
At 1 January 2012
59,228,412 
Shares issued (ordinary shares of 25p)
325,907 
Share sub-division and consolidation (1)
(53,598,887)
Shares issued (ordinary shares of £1)
115,333 
At 31 December 2012
6,070,765 

Notes:
(1)
In June 2012, the ordinary shares of 25p each were initially sub-divided into 59,554,319,127 ordinary shares of 10p each and 59,554,319,127 deferred shares of 15p each. The deferred shares created by virtue of the sub-division were cancelled with the nominal value transferred to capital redemption reserve. The 59,554,319,127 ordinary shares of 10p were consolidated into 5,955,431,912 ordinary shares of £1 each.
(2)
One dividend access share in issue.
 
 
401

 
 
Notes on the consolidated accounts continued
 

26 Share capital continued
Ordinary shares
Following approval at the Group’s Annual General Meeting on 30 May 2012, the sub-division and consolidation of the Group’s ordinary shares on a one-for-ten basis took effect on 6 June 2012. The nominal value of the ordinary shares was amended to £1. The sub-division and consolidation of the Group’s ordinary shares resulted in the creation of 59,554,319,127 deferred shares of 15p each, which were cancelled on 6 June 2012.

In 2012, the company issued 326 million ordinary shares of 25p each prior to the sub-division and consolidation and 62 million ordinary shares of £1 each following the sub-division and consolidation, in connection with employee share schemes.

In September 2012, 52.7 million ordinary shares of £1 each were issued at 227.87 pence each to yield gross proceeds of £120 million for the purpose of neutralising the Core Tier 1 effects of paying coupons on discretionary hybrid capital securities. The shares were listed on allotment to UBS AG. The subscription price was determined by reference to the average market price between 3 August and 10 September 2012 when the share price closed at 253 pence per share.

B shares and dividend access share
In December 2009, the company entered into an acquisition and contingent capital agreement with HM Treasury. HM Treasury agreed to acquire at 50p per share 51 billion B shares with a nominal value of 1p each and a dividend access share with a nominal value of 1p; these shares were issued to HM Treasury on 22 December 2009. Net proceeds were £25.1 billion.

The B shares do not generally carry voting rights at general meetings of ordinary shareholders. Following the subdivision and consolidation of ordinary shares in 2012 and subject to anti-dilution adjustments, each B share is entitled to one tenth of the cash dividend of an ordinary share and may be converted at any time at the option of the holder into ordinary shares at the rate of ten B shares for each ordinary share.

HM Treasury has agreed not to convert its B shares into ordinary shares to the extent that its holding of ordinary shares following the conversion would represent more than 75% of the company's issued ordinary share capital.

The dividend access share entitles the holder to dividends equal to the greater of 7% of the aggregate issue price of B shares issued to HM Treasury and 250% of the ordinary dividend rate multiplied by the number of B shares issued, less any dividends paid on the B shares and on ordinary shares issued on conversion. Dividends on the dividend access share are discretionary unless a dividend has been paid on the ordinary shares, in which case dividends became mandatory. The dividend access share does not generally carry voting rights at general meetings of ordinary shareholders and is not convertible into ordinary shares.

The contingent capital commitment agreement can be terminated in whole or in part by the company, with the FSA's consent, at any time. It expires at the end of five years or, if earlier, on its termination in full.

Preference shares
Under IFRS certain of the Group's preference shares are classified as debt and are included in subordinated liabilities on the balance sheet.

Other securities
Certain of the Group's subordinated securities in the legal form of debt are classified as equity under IFRS.

These securities entitle the holders to interest which may be deferred at the sole discretion of the company. Repayment of the securities is at the sole discretion of the company on giving between 30 and 60 days notice.

Non-cumulative preference shares
Non-cumulative preference shares entitle the holders thereof (subject to the terms of issue) to receive periodic non-cumulative cash dividends at specified fixed rates for each Series payable out of distributable profits of the company.

The non-cumulative preference shares are redeemable at the option of the company, in whole or in part from time to time at the rates detailed below plus dividends otherwise payable for the then current dividend period accrued to the date of redemption.

 
402

 


Class of preference share
Number of shares
 in issue
Interest rate
Redemption
date on or after
Redemption
price per share
Debt/equity (1)
Non-cumulative preference shares of US$0.01
         
  Series F
6.3 million
7.65%
31 March 2007
US$25
Debt
  Series H
9.7 million
7.25%
31 March 2004
US$25
Debt
  Series L
30.0 million
5.75%
30 September 2009
US$25
Debt
  Series M
23.1 million
6.4%
30 September 2009
US$25
Equity
  Series N
22.1 million
6.35%
30 June 2010
US$25
Equity
  Series P
9.9 million
6.25%
31 December 2010
US$25
Equity
  Series Q
20.6 million
6.75%
30 June 2011
US$25
Equity
  Series R
10.2 million
6.125%
30 December 2011
US$25
Equity
  Series S
26.4 million
6.6%
30 June 2012
US$25
Equity
  Series T
51.2 million
7.25%
31 December 2012
US$25
Equity
  Series U
10,130
7.64%
29 September 2017
US$100,000
Equity
           
Non-cumulative convertible preference shares of US$0.01
         
  Series 1
64,772
9.118%
31 March 2010
US$1,000
Debt
           
Non-cumulative preference shares of €0.01
         
  Series 1
1.25 million
5.5%
31 December 2009
€1,000
Equity
  Series 2
784,989
5.25%
30 June 2010
€1,000
Equity
  Series 3
9,429
7.0916%
29 September 2017
€50,000
Equity
           
Non-cumulative convertible preference shares of £0.01
         
  Series 1
14,866
7.387%
31 December 2010
£1,000
Debt
           
Non-cumulative preference shares of £1
         
  Series 1
54,442
3 month
LIBOR + 2.33%
5 October 2012
£1,000
Equity

Note:
(1)
Those preference shares where the Group has an obligation to pay dividends are classified as debt; those where distributions are discretionary are classified as equity. The conversion rights attaching to the convertible preference shares may result in the Group delivering a variable number of equity shares to preference shareholders; these convertible preference shares are treated as debt.

In the event that the non-cumulative convertible preference shares are not redeemed on or before the redemption date, the holder may convert them into ordinary shares in the company at the prevailing market price.

Under existing arrangements, no redemption or purchase of any non-cumulative preference shares may be made by the company without the prior consent of the UK Financial Services Authority.

 
403

 

Notes on the consolidated accounts continued
 

26 Share capital continued
On a winding-up or liquidation of the company, the holders of the non-cumulative preference shares will be entitled to receive, out of any surplus assets available for distribution to the company's shareholders (after payment of arrears of dividends on the cumulative preference shares up to the date of repayment) pari passu with the cumulative preference shares and all other shares of the company ranking pari passu with the non-cumulative preference shares as regards participation in the surplus assets of the company, a liquidation distribution per share equal to the applicable redemption price detailed in the table above, together with an amount equal to dividends for the then current dividend period accrued to the date of payment, before any distribution or payment may be made to holders of the ordinary shares as regards participation in the surplus assets of the company.

Except as described above, the holders of the non-cumulative preference shares have no right to participate in the surplus assets of the company.
Holders of the non-cumulative preference shares are not entitled to receive notice of or attend general meetings of the company except if any resolution is proposed for adoption by the shareholders of the company to vary or abrogate any of the rights attaching to the non-cumulative preference shares or proposing the winding-up or liquidation of the company. In any such case, they are entitled to receive notice of and to attend the general meeting of shareholders at which such resolution is to be proposed and are entitled to speak and vote on such resolution (but not on any other resolution). In addition, in the event that, prior to any general meeting of shareholders, the company has failed to pay in full the three most recent quarterly dividend payments due on the non-cumulative dollar preference shares (other than Series U), the two most recent semi-annual dividend payments due on the non-cumulative convertible dollar preference shares and the most recent dividend payments due on the non-cumulative euro preference shares, the non-cumulative sterling preference shares, the Series U non-cumulative dollar preference shares and the non-cumulative convertible sterling preference shares, the holders shall be entitled to receive notice of, attend, speak and vote at such meeting on all matters together with the holders of the ordinary shares. In these circumstances only, the rights of the holders of the non-cumulative preference shares so to vote shall continue until the company shall have resumed the payment in full of the dividends in arrears.

The Group had undertaken that, unless otherwise agreed with the European Commission, neither the company nor any of its direct or indirect subsidiaries (excluding companies in the RBS Holdings N.V. Group, which are subject to different restrictions) would pay external investors any dividends or coupons on existing hybrid capital instruments (including preference shares, B shares and upper and lower tier 2 instruments) from 30 April 2010 for a period of two years thereafter ("the Deferral Period"), or exercise any call rights in relation to these capital instruments between 24 November 2009 and the end of the Deferral Period, unless there was a legal obligation to do so. Hybrid capital instruments issued after 24 November 2009 were generally not subject to the restriction on dividend or coupon payments or call options. On 30 April 2012, the Deferral Period for RBS Group instruments ended and in May 2012, the Group determined that it was in a position to recommence payments on these instruments. Future coupons and dividends will only be paid subject to, and in accordance with, the terms of the relevant instruments.
 
27 Other equity
Paid-in equity - notes issued under the company's euro medium term note programme with an initial par value of US$1,600 million and CAD600 million are classified as equity under IFRS. The notes attract coupons of 6.99% and 6.666% respectively until October 2017 when they change to 2.67% above the London interbank offered rate for 3-month US dollar deposits and 2.76% above the Canadian dollar offered rate respectively. Paid-in equity of US$1,036 million was repurchased in April 2009 and CAD279 million was repurchased in May 2010 as part of liability management exercises.

Merger reserve - on 1 January 2009, the merger reserve comprised the premium on shares issued to acquire NatWest less goodwill amortisation charged under previous GAAP. No share premium was recorded in the company financial statements through the operation of the merger relief provisions of the Companies Act 1985.

Under the arrangements for accession to APS in December 2009, the company issued B shares in exchange for shares in Aonach Mor Limited. No share premium was recorded in the company financial statements through the operation of the merger relief provisions of the Companies Act 2006. The subsequent redemption of these shares gave rise to distributable profits of £50 million in 2011 and £12,250 million in 2010, which were transferred from merger reserve to retained earnings.

Capital redemption reserve - under UK companies legislation, when shares are redeemed or purchased wholly or partly out of the company's profits, the amount by which the company's issued share capital is diminished must be transferred to the capital redemption reserve. The capital maintenance provisions of UK companies legislation apply to the capital redemption reserve as if it were part of the company’s paid up share capital.

Contingent capital reserve - in December 2009, HM Treasury agreed to subscribe for up to 16 billion B shares of 1p each at 50p per share subject to certain conditions including the Group's Core Tier 1 capital ratio falling below 5%. The fair value of the consideration payable by the company on entering into this agreement amounted to £1,458 million; of this £1,208 million was debited to the contingent capital reserve.

Own shares held - at 31 December 2012, 51 million ordinary shares of £1 each of the company (2011 - 164 million; 2010 - 172 million, restated to reflect the share sub-division and consolidation which took effect in June 2012) were held by Employee Share Trusts in respect of share awards and options granted to employees. Employee share trusts awarded 22.5 million ordinary shares in satisfaction of the exercise of awards under employee share plans during the year.

The Group optimises capital efficiency by maintaining reserves in subsidiaries, including regulated entities. Certain preference shares and subordinated debt are also included within regulatory capital. The remittance of reserves to the company or the redemption of shares or subordinated capital by regulated entities may be subject to maintaining the capital resources required by the relevant regulator.

UK law prescribes that only the reserves of the company are taken into account for the purpose of making distributions and in determining the permissible applications of the share premium account.
 
 
404

 

28 Leases
 
  Finance lease contracts and hire purchase agreements  
 Operating lease   assets: 
future minimum 
lease rentals 
£m 
 
Year in which receipt will occur
 
Gross 
amounts 
£m 
 
Present value 
 adjustments 
£m 
 
Other 
 movements 
£m 
 
Present 
value 
£m 
 
2012
           
Within 1 year
3,605 
(330)
(40)
3,235 
 
293 
After 1 year but within 5 years
5,963 
(600)
(197)
5,166 
 
512 
After 5 years
4,984 
(1,709)
(315)
2,960 
 
291 
Total
14,552 
(2,639)
(552)
11,361 
 
1,096 
             
2011
         
Within 1 year
3,996 
(340)
(29)
3,627 
 
406 
After 1 year but within 5 years
6,806 
(763)
(193)
5,850 
 
605 
After 5 years
5,822 
(2,710)
(270)
2,842 
 
359 
Total
16,624 
(3,813)
(492)
12,319 
 
1,370 
             
2010
         
Within 1 year
3,559 
(309)
(20)
3,230 
 
997 
After 1 year but within 5 years
7,833 
(795)
(245)
6,793 
 
2,388 
After 5 years
7,843 
(2,763)
(263)
4,817 
 
998 
Total
19,235 
(3,867)
(528)
14,840 
 
4,383 


  2012 
£m 
2011 
£m 
2010 
£m 
Nature of operating lease assets on the balance sheet
     
Transportation
1,432 
1,549 
6,162 
Cars and light commercial vehicles
606 
995 
1,016 
Other
165 
161 
208 
 
2,203 
2,705 
7,386 
       
Amounts recognised as income and expense
     
Finance leases - contingent rental income
(110)
(133)
(160)
Operating leases - minimum rentals payable
392 
490 
519 
       
Finance lease contracts and hire purchase agreements
     
Accumulated allowance for uncollectable minimum receivables
278 
347 
401 
 
 
405

 
 
Notes on the consolidated accounts continued

28 Leases continued
Residual value exposures
The table below gives details of the unguaranteed residual values included in the carrying value of finance lease receivables (see pages 348 to 351) and operating lease assets (see pages 384 to 386).

 
Year in which residual value will be recovered
 
Within 1 
year 
After 1 year 
but within 
2 years 
After 2 years 
 but within 
 5 years 
After 5 
 years 
Total 
2012
£m 
£m 
£m 
£m 
£m 
Operating leases
         
  - transportation
284 
182 
207 
333 
1,006 
  - cars and light commercial vehicles
317 
44 
49 
1
411 
  - other
30 
19 
39 
3
91 
Finance lease contracts
38 
47 
148 
318 
551 
Hire purchase agreements
— 
— 
 
670 
292 
444 
655 
2,061 
           
2011
         
Operating leases
         
  - transportation
244 
314 
187 
390 
1,135 
  - cars and light commercial vehicles
458 
75 
105 
640 
  - other
23 
21 
33 
85 
Finance lease contracts
26 
48 
147 
270 
491 
Hire purchase agreements
— 
— 
— 
 
751 
458 
473 
670 
2,352 
           
2010
         
Operating leases
         
  - transportation
357 
457 
1,834 
2,097 
4,745 
  - cars and light commercial vehicles
503 
109 
100 
721 
  - other
30 
20 
39 
13 
102 
Finance lease contracts
20 
41 
131 
263 
455 
Hire purchase agreements
— 
70 
— 
73 
 
910 
630 
2,174 
2,382 
6,096 

The Group provides asset finance to its customers through acting as a lessor. It purchases plant, equipment and intellectual property, renting them to customers under lease arrangements that, depending on their terms, qualify as either operating or finance leases.
 
 
406

 

 
29 Securitisations, asset transfers and other collateral given
Secured funding
The Group has access to secured funding markets through own-asset securitisation and covered bond funding programmes to complement existing wholesale funding programmes and access to the repo markets. The Group monitors and manages encumbrance levels related to these secured funding programmes. This includes the potential encumbrance of Group assets that could be used in own-asset securitisations and/or covered bonds that could be used as contingent liquidity.

Own-asset securitisations
The Group has a programme of own-asset securitisations where assets are transferred to bankruptcy remote SPEs funded by the issue of debt securities. The majority of the risks and rewards of the portfolio are retained by the Group and these SPEs are consolidated and all of the transferred assets retained on the Group’s balance sheet. In some own-asset securitisations, the Group may purchase all the issued securities which are available to be pledged as collateral for repurchase agreements with major central banks.

Covered bond programme
Certain loans and advances to customers have been assigned to bankruptcy remote limited liability partnerships to provide security for issues of covered bonds by the Group. The Group retains all of the risks and rewards of these loans, the partnerships are consolidated, the loans retained on the Group’s balance sheet and the related covered bonds included within debt securities in issue.

The following table shows:
 
(i)
the asset categories that have been pledged to secured funding structures, including assets backing publicly issued own-asset securitisations and covered bonds; and
(ii)
any currently unencumbered assets that could be substituted into those portfolios or used to collateralise debt securities which may be retained by the Group for contingent liquidity purposes.


 
2012
 
2011
 
2010
     
Debt securities in issue
     
Debt securities in issue
     
Debt securities in issue
Asset type (1)
Assets 
£m 
 
Held by third 
parties (2)
£m 
Held by the 
Group (3)
£m 
Total 
£m 
 
Assets 
£m 
 
Held by third 
parties (2)
£m 
Held by the 
Group (3)
£m 
Total 
£m 
 
Assets 
£m 
 
Held by third 
parties (2)
£m 
Held by the 
Group (3)
£m 
Total 
£m 
Mortgages
                                 
  - UK (RMBS)
16,448 
 
6,462 
11,963 
18,425 
 
49,549 
 
10,988 
47,324 
58,312 
 
53,132 
 
13,047 
50,028 
63,075 
  - UK (covered bonds)
15,990 
 
10,139 
— 
10,139 
 
15,441 
 
9,107 
— 
9,107 
 
8,046 
 
4,100 
— 
4,100 
  - Irish
10,587 
 
3,217 
7,634 
10,851 
 
12,660 
 
3,472 
8,670 
12,142 
 
15,034 
 
5,101 
11,152 
16,253 
UK credit cards
3,019 
 
1,243 
1,736 
2,979 
 
4,037 
 
500 
110 
610 
 
3,993 
 
34 
1,500 
1,534 
UK personal loans
4,658 
 
— 
4,283 
4,283 
 
5,168 
 
— 
4,706 
4,706 
 
5,795 
 
— 
5,383 
5,383 
Other loans (4)
18,008 
 
1,059 
18,064 
19,123 
 
19,778 
 
20,577 
20,581 
 
25,193 
 
974 
23,186 
24,160 
 
68,710 
 
22,120 
43,680 
65,800 
 
106,633 
 
24,071 
81,387 
105,458 
 
111,193 
 
23,256 
91,249 
114,505 
Cash deposits (5)
5,823 
         
11,998 
         
13,068 
       
 
74,533 
         
118,631 
         
124,261 
       

Notes:
(1)
Assets that have been pledged to the SPEs which itself is a subset of the total portfolio of eligible assets within a collateral pool.
(2)
Debt securities that have been sold to third party investors and represents a source of external wholesale funding.
(3)
Debt securities issued pursuant to own-asset securitisations where the debt securities are retained by the Group as a source of contingent liquidity where those securities can be used in repurchase agreements with central banks.
(4)
Comprises corporate, social housing and student loans.
(5)
At 31 December 2012, cash deposits comprised £4.7 billion from mortgage repayments and £1.1 billion from other loan repayments held in the SPEs, to repay debt securities issued by the own-asset securitisation vehicles (2011 - £11.2 billion and £0.8 billion; 2010 - £12.3 billion and £0.8 billion respectively).

 
407

 
 
Notes on the consolidated accounts continued
 

29 Securitisation, asset transfers and other collateral given continued
Continuing involvement
In certain securitisations of US residential mortgages, substantially all the risks and rewards have been neither transferred nor retained, but the Group has retained control of the assets and continues to recognise the assets to the extent of its continuing involvement, as defined by IAS 39, which takes the form of retaining certain subordinated bonds issued by the securitisation SPEs.

These interests predominantly relate to mortgage-backed securities which were re-securitised. Retained interests are generally not held to maturity and are typically sold after settlement of the securitisation. Retained interests may be subordinated to other investors' interests. Third party investors and securitisation trusts have no recourse to the Group's other assets for failure of debtors to perform on the securitised loans or securities, effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust. The value of retained interest varies and is subject to credit, interest rate, prepayment, and other risks of the transferred assets. In the ordinary course of business, the Group does not provide any other financial support to the securitisation trusts other than holding these retained interests. At 31 December 2012, securitised assets were £0.4 billion (2011 - £0.6 billion; 2010 - £2.3 billion); retained interest at fair value £61 million (2011 - £72 million; 2010 - £286 million); subordinated assets £1 million (2011 - £3 million; 2010 - £4 million); and related liabilities £1 million (2011 - £3 million; 2010 - £4 million).

Securities repurchase agreements and lending transactions
The Group enters into securities repurchase agreements and securities lending transactions under which it transfers securities in accordance with normal market practice. Generally, the agreements require additional collateral to be provided if the value of the securities falls below a predetermined level. Under standard terms for repurchase transactions in the UK and US markets, the recipient of collateral has an unrestricted right to sell or repledge it, subject to returning equivalent securities on settlement of the transaction.

Securities sold under repurchase transactions are not derecognised if the Group retains substantially all the risks and rewards of ownership. The fair value (and carrying value) of securities transferred under such repurchase transactions included on the balance sheet, are set out below. All of these securities could be sold or repledged by the holder.

Assets subject to securities repurchase agreements or security lending transactions
2012 
£m 
2011 
£m 
2010 
£m 
Debt securities
91,173 
79,480 
80,104 
Equity shares
6,772 
6,534 
5,148 

Other collateral given
This primarily relates to cash collateral relating to derivative contracts as well as assets pledged for bank and other borrowings.

Assets pledged against liabilities
2012 
£m 
2011 
£m 
2010 
£m 
Loans and advances to banks
12,784 
19,691 
27,271 
Loans and advances to customers
25,186 
52,225 
46,352 
Debt securities
24,236 
3,713 
7,200 
 
62,206 
75,629 
80,823 

Liabilities secured by assets
     
Deposits by banks
12,309 
6,369 
10,565 
Customer accounts
3,000 
2,663 
3,599 
Derivatives
60,434 
82,356 
93,570 
 
75,743 
91,388 
107,734 

The Group transferred certain assets resulting in their derecognition, but the Group has continuing involvement as defined in IFRS 7 in these assets through holdings of debt securities with a carrying value of £398 million (fair value - £339 million) at 31 December 2012. Income for the year was £13 million.
 
 
408

 

 
30 Special purpose entities
The Group arranges securitisations to facilitate client transactions and undertakes securitisations to sell financial assets or to fund specific portfolios of assets. The Group also acts as an underwriter and depositor in securitisation transactions involving both client and proprietary transactions. In a securitisation, assets, or interests in a pool of assets, are transferred generally to a special purpose entity (SPE) which then issues liabilities to third party investors. SPEs are vehicles established for a specific, limited purpose, usually do not carry out a business or trade and typically have no employees. They take a variety of legal forms - trusts, partnerships and companies - and fulfil many different functions. As well as being a key element of securitisations, SPEs are also used in fund management activities to segregate custodial duties from the fund management advice provided by the Group.

The Group applies the guidance in IAS 27 ‘Consolidated and Separate Financial Statements’ and SIC 12 ‘Consolidation - Special Purpose Entities’ in determining whether or not to consolidate an SPE. SPEs are consolidated where the substance of the relationship between the Group and the SPE is such that the SPE is controlled by the Group. In determining whether the SPE is controlled by the Group, the Group considers whether the activities of the SPE are being conducted on its behalf so that it obtains benefits from its operation; whether the Group has the decision-making powers to obtain the majority of the benefits of the SPE’s activities; whether the Group has rights to obtain the majority of the benefits of the SPE; and whether the Group retains the majority of the residual or ownership risks related to the SPE or its assets so as to obtain benefits from its activities. As a result of applying these principles, the Group does not consolidate those SPEs where its interests in the SPE do not provide the Group with a majority of the benefits and/or residual or ownership risks and therefore the SPE is not controlled by the Group. SPEs that are in substance controlled by the Group are consolidated. The Group accounts for its interests, for example, holdings of securities issued and liquidity commitments, in SPEs it does not consolidate in accordance with its accounting policy for these items.

The Group sponsors and arranges own-asset securitisations, whereby the sale of assets or interests in a pool of assets into an SPE is financed by the issuance of securities to investors. The pool of assets held by the SPE may be originated by the Group, or (in the case of whole loan programmes) purchased from third parties, and may be of varying credit quality. Investors in the debt securities issued by the SPE are rewarded through credit-linked returns, according to the credit rating of their securities. The majority of securitisations are supported through liquidity facilities, other credit enhancements and derivative hedges extended by financial institutions, some of which offer protection against initial defaults in the pool of assets. Thereafter, losses are absorbed by investors in the lowest ranking notes in the priority of payments. Investors in the most senior ranking debt securities are typically shielded from loss, since any subsequent losses may trigger repayment of their initial principal.

The Group also employs synthetic structures, where assets are not sold to the SPE, but credit derivatives are used to transfer the credit risk of the assets to an SPE. Securities may then be issued by the SPE to investors, on the back of the credit protection sold to the Group by the SPE.

Residential and commercial mortgages and credit card receivables form the types of assets generally included in cash securitisations, while corporate loans and commercial mortgages typically serve as reference obligations in synthetic securitisations.

The Group sponsors own-asset securitisations primarily as a way of diversifying funding sources. The Group purchases the securities issued in own-asset securitisations and may pledge as collateral for repurchase agreements with major central banks.

Refer to Note 29 on page 407 for the asset categories, together with the carrying value of the assets and associated liabilities for those securitisations and other asset transfers, other than conduits, where the assets continue to be recorded on the Group's balance sheet.

Conduits
The Group sponsors and administers a number of asset-backed commercial paper (ABCP) conduits. A conduit is a SPE that issues commercial paper and uses the proceeds to purchase or fund a pool of assets. The commercial paper is secured on the assets and is redeemed by further commercial paper issuance, repayment of assets or funding from liquidity facilities. Commercial paper is typically short-dated, usually up to three months.

Group-sponsored conduits can be divided into multi-seller conduits and own-asset conduits. In determining whether or not to consolidate a conduit the Group applies the same criteria as to SPEs. Liquidity commitments from the Group to the conduit exceed the nominal amount of assets funded by the conduit as liquidity commitments are sized to cover the funding cost of the related assets.

The ways the Group may be involved with conduits and other special purpose entities are described above.

The Group’s involvement in conduits takes a number of forms. It may:

·
Sponsor an ABCP programme i.e. establish the programme and approve the sellers permitted to participate in the programme and the asset pools to be purchased by the programme;

·
Administer an ABCP programme;

·
Provide the ABCP conduit with liquidity facilities;

·
Provide the ABCP conduit with a programme-wide credit enhancement facility; or

·
Purchase commercial paper from an ABCP conduit.

 
409

 
 
Notes on the consolidated accounts continued

 
30 Special purpose entities continued
Total assets and other aspects relating to the Group’s consolidated conduits are set out below.
 
 
2012
 
2011
 
2010
 
Core 
£m 
Non-Core 
£m 
Total 
£m 
 
Core 
£m 
Non-Core 
£m 
Total 
£m 
 
Core 
£m 
Non-Core 
£m 
Total  
 
Total assets held by the conduits
2,839 
765 
3,604 
 
11,208 
1,893 
13,101 
 
16,390 
3,624 
20,014 
Commercial paper issued (1)
717 
— 
717 
 
10,590 
859 
11,449 
 
15,522 
2,540 
18,062 
                       
Liquidity and credit enhancements
                     
Deal specific liquidity
                     
  - drawn
2,122 
781 
2,903 
 
321 
1,051 
1,372 
 
868 
1,109 
1,977 
  - undrawn
1,521 
17 
1,538 
 
15,324 
1,144 
16,468 
 
21,935 
2,980 
24,915 
PWCE (2)
60 
— 
60 
 
795 
193 
988 
 
1,025 
257 
1,282 
 
3,703 
798 
4,501 
 
16,440 
2,388 
18,828 
 
23,828 
4,346 
28,174 
                       
Maximum exposure to loss (3)
3,643 
798 
4,441 
 
15,646 
2,194 
17,840 
 
22,803 
4,089 
26,892 
 
Notes:
(1)
Includes £0.7 billion of ABCP issued to RBS plc at 31 December 2012 (2011 - £0.3 billion; 2010 - £0.7 billion).
(2)
Programme-wide credit enhancement (PWCE) is an additional programme-wide credit support which would absorb the first loss on transactions where liquidity support is provided by a third party.
(3)
Maximum exposure to loss quantifies the Group’s exposure to its sponsored conduits. It is determined as the Group’s liquidity commitment to its sponsored conduits and additional PWCE which would absorb the first loss on transactions where liquidity support is provided by third parties. Historically, PWCE has been greater than third party liquidity. Therefore the maximum exposure to loss is total deal specific liquidity.
(4)
Liquidity commitments from the Group to the conduit exceed the nominal amount of assets funded by the conduit given that liquidity commitments are sized to cover the accrued funding cost of the related assets.
 
 
410

 

 
31 Capital resources
The Group's regulatory capital resources in accordance with Financial Services Authority (FSA) definitions were as follows:

Shareholders’ equity (excluding non-controlling interests)
2012 
£m 
2011 
£m 
2010 
£m 
 Shareholders’ equity per balance sheet
68,130 
74,819 
75,132 
 Preference shares - equity
(4,313)
(4,313)
(4,313)
 Other equity instruments
(431)
(431)
(431)
 
63,386 
70,075 
70,388 
       
Non-controlling interests
     
 Non-controlling interests per balance sheet
2,318 
1,234 
1,719 
 Non-controlling preference shares
(548)
(548)
(548)
 Other adjustments to non-controlling interests for regulatory purposes
(1,367)
(259)
(259)
 
403 
427 
912 
       
Regulatory adjustments and deductions
     
 Own credit
691 
(2,634)
(1,182)
 Defined benefit pension adjustment
913 
— 
— 
 Unrealised losses on AFS debt securities
409 
1,065 
2,061 
 Unrealised gains on AFS equity shares
(63)
(108)
(25)
 Cash flow hedging reserve
(1,666)
(879)
140 
 Other adjustments for regulatory purposes
(197)
571 
204 
 Goodwill and other intangible assets
(13,545)
(14,858)
(14,448)
 50% excess of expected losses over impairment provisions (net of tax)
(1,904)
(2,536)
(1,900)
 50% of securitisation positions
(1,107)
(2,019)
(2,321)
 50% of APS first loss
— 
(2,763)
(4,225)
 
(16,469)
(24,161)
(21,696)
       
Core Tier 1 capital
47,320 
46,341 
49,604 
       
Other Tier 1 capital
     
 Preference shares - equity
4,313 
4,313 
4,313 
 Preference shares - debt
1,054 
1,094 
1,097 
 Innovative/hybrid Tier 1 securities
4,125 
4,667 
4,662 
 
9,492 
10,074 
10,072 
       
Tier 1 deductions
     
 50% of material holdings
(295)
(340)
(310)
 Tax on excess of expected losses over impairment provisions
618 
915 
758 
 
323 
575 
448 
       
Total Tier 1 capital
57,135 
56,990 
60,124 
 
 
411

 
 
Notes on the consolidated accounts continued
 

31 Capital resources continued

Qualifying Tier 2 capital
2012 
£m 
2011 
£m 
2010 
£m 
 Undated subordinated debt
2,194 
1,838 
1,852 
 Dated subordinated debt, net of amortisation
13,420 
14,527 
16,745 
 Unrealised gains on AFS equity shares
63 
108 
25 
 Collectively assessed impairment provisions
399 
635 
778 
 Non-controlling Tier 2 capital
— 
11 
11 
 
16,076 
17,119 
19,411 
       
Tier 2 deductions
     
 50% of securitisation positions
(1,107)
(2,019)
(2,321)
 50% excess of expected losses over impairment provisions
(2,522)
(3,451)
(2,658)
 50% of material holdings
(295)
(340)
(310)
 50% of APS first loss
— 
(2,763)
(4,225)
 
(3,924)
(8,573)
(9,514)
       
Total Tier 2 capital
12,152 
8,546 
9,897 
       
Supervisory deductions
     
 Unconsolidated investments
     
   - Direct Line Group
(2,081)
(4,354)
(3,962)
   - Other investments
(162)
(239)
(318)
 Other deductions
(244)
(235)
(452)
 
(2,487)
(4,828)
(4,732)
       
Total regulatory capital
66,800 
60,708 
65,289 

It is the Group's policy to maintain a strong capital base, to expand it as appropriate and to utilise it efficiently throughout its activities to optimise the return to shareholders while maintaining a prudent relationship between the capital base and the underlying risks of the business. In carrying out this policy, the Group has regard to the supervisory requirements of the FSA. The FSA uses risk asset ratio (RAR) as a measure of capital adequacy in the UK banking sector, comparing a bank's capital resources with its risk-weighted assets (the assets and off-balance sheet exposures are ‘weighted’ to reflect the inherent credit and other risks); by international agreement, the RAR should be not less than 8% with a Tier 1 component of not less than 4%. The Group has complied with the FSA’s capital requirements throughout the year.

A number of subsidiaries and sub-groups within the Group, principally banking and insurance entities, are subject to various individual regulatory capital requirements in the UK and overseas.
 
 
412

 

 
32 Memorandum items
Contingent liabilities and commitments
The amounts shown in the table below are intended only to provide an indication of the volume of business outstanding at 31 December 2012. Although the Group is exposed to credit risk in the event of non-performance of the obligations undertaken by customers, the amounts shown do not, and are not intended to, provide any indication of the Group's expectation of future losses.

 
Less than 
1 year 
£m 
More than 
1 year but 
less than 
3 years 
£m 
More than 
3 years but 
less than 
5 years 
£m 
Over 
5 years 
£m 
2012 
£m 
2011 
£m 
2010 
£m 
Contingent liabilities
             
Guarantees and assets pledged as collateral security
9,525 
2,605 
5,453 
1,581 
19,164 
25,032 
31,101 
Other contingent liabilities
4,428 
2,158 
2,328 
1,783 
10,697 
10,912 
12,254 
 
13,953 
4,763 
7,781 
3,364 
29,861 
35,944 
43,355 
               
Commitments (1)
             
Undrawn formal standby facilities, credit lines and other
  commitments to lend
             
  - less than one year
83,461 
— 
— 
— 
83,461 
100,092 
117,581 
  - one year and over
12,703 
39,185 
64,901 
15,558 
132,347 
139,871 
149,241 
Other commitments
1,753 
101 
121 
1,976 
2,912 
4,154 
 
97,917 
39,286 
65,022 
15,559 
217,784 
242,875 
270,976 

Note:
(1)
Includes liquidity facilities provided to Group sponsored conduits.

Banking commitments and contingent obligations, which have been entered into on behalf of customers and for which there are corresponding obligations from customers, are not included in assets and liabilities. The Group's maximum exposure to credit loss, in the event of non-performance by the other party and where all counterclaims, collateral or security proves valueless, is represented by the contractual nominal amount of these instruments included in the table above. These commitments and contingent obligations are subject to the Group's normal credit approval processes.

Contingent liabilities
Guarantees - the Group gives guarantees on behalf of customers. A financial guarantee represents an irrevocable undertaking that the Group will meet a customer's obligations to third parties if the customer fails to do so. The maximum amount that the Group could be required to pay under a guarantee is its principal amount as disclosed in the table above. The Group expects most guarantees it provides to expire unused.

Other contingent liabilities - these include standby letters of credit, supporting customer debt issues and contingent liabilities relating to customer trading activities such as those arising from performance and customs bonds, warranties and indemnities.

Commitments
Commitments to lend - under a loan commitment the Group agrees to make funds available to a customer in the future. Loan commitments, which are usually for a specified term may be unconditionally cancellable or may persist, provided all conditions in the loan facility are satisfied or waived. Commitments to lend include commercial standby facilities and credit lines, liquidity facilities to commercial paper conduits and unutilised overdraft facilities.

Other commitments - these include documentary credits, which are commercial letters of credit providing for payment by the Group to a named beneficiary against presentation of specified documents, forward asset purchases, forward deposits placed and undrawn note issuance and revolving underwriting facilities, and other short-term trade related transactions.
 
 
413

 
 
Notes on the consolidated accounts continued
 

32 Memorandum items continued
Contractual obligations for future expenditure not provided for in the accounts
The following table shows contractual obligations for future expenditure not provided for in the accounts at the year end.

 
2012 
£m 
2011 
£m 
2010 
£m 
Operating leases
     
Minimum rentals payable under non-cancellable leases (1)
     
  - within 1 year
399 
468 
497 
  - after 1 year but within 5 years
1,253 
1,453 
1,515 
  - after 5 years
2,286 
2,714 
2,892 
 
3,938 
4,635 
4,904 
Property, plant and equipment
     
Contracts to buy, enhance or maintain investment properties
— 
— 
Contracts to buy assets to be leased under operating leases (2,3)
— 
2,607 
2,585 
Other capital expenditure
37 
35 
150 
 
37 
2,642 
2,737 
       
Contracts to purchase goods or services (4)
959 
1,130 
950 
 
4,934 
8,407 
8,591 

Notes:
(1)
Predominantly property leases.
(2)
Of which due within 1 year: nil (2011 - £486 million; 2010 - £263 million).
(3)
At 31 December 2011, £2,607 million related to the RBS Aviation Capital business which was sold in 2012.
(4)
Of which due within 1 year: £444 million (2011 - £483 million; 2010 - £440 million).

Trustee and other fiduciary activities
In its capacity as trustee or other fiduciary role, the Group may hold or place assets on behalf of individuals, trusts, companies, pension schemes and others. The assets and their income are not included in the Group's financial statements. The Group earned fee income of £476 million (2011 - £502 million; 2010 - £629 million) from these activities.

The Financial Services Compensation Scheme
The Financial Services Compensation Scheme (FSCS), the UK's statutory fund of last resort for customers of authorised financial services firms, pays compensation if a firm is unable to meet its obligations. The FSCS funds compensation for customers by raising management expenses levies and compensation levies on the industry. In relation to protected deposits, each deposit-taking institution contributes towards these levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year (which runs from 1 April to 31 March), subject to annual maxima set by the Financial Services Authority. In addition, the FSCS has the power to raise levies on a firm that has ceased to participate in the scheme and is in the process of ceasing to be authorised for the costs that it would have been liable to pay had the FSCS made a levy in the financial year it ceased to be a participant in the scheme.

The FSCS has borrowed from HM Treasury to fund compensation costs associated with the failure of Bradford & Bingley, Heritable Bank, Kaupthing Singer & Friedlander, Landsbanki ‘Icesave’ and London Scottish Bank plc.  The interest rate on these borrowings increased from 12 month LIBOR plus 30 basis points to 12 month LIBOR plus 100 basis points from April 2012. The FSCS and HM Treasury have agreed that the period of these loans will reflect the expected timetable for recoveries from the estates of Bradford & Bingley and the other failed banks. The FSCS expects to levy the deposit taking sector for the balance of the principal on the non-Bradford & Bingley loans over three scheme years to repay the principal by March 2016 with a first instalment of £363 million in the 2013/14 scheme year.

The Group has accrued £119 million for its share of estimated FSCS levies for the 2012/13 and 2013/14 scheme years.

 
414

 

Litigation, investigations and reviews
The Group and certain Group members are party to legal proceedings, investigations and regulatory matters in the United Kingdom, the United States and other jurisdictions, arising out of their normal business operations. All such matters are periodically reassessed with the assistance of external professional advisers, where appropriate, to determine the likelihood of the Group incurring a liability. The Group recognises a provision for a liability in relation to these matters when it is probable that an outflow of economic benefits will be required to settle an obligation which has arisen as a result of past events, and for which a reliable estimate can be made of the amount of the obligation.

In many proceedings, it is not possible to determine whether any loss is probable or to estimate the amount of any loss. Numerous legal and factual issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before a liability can be reasonably estimated for any claim. The Group cannot predict if, how, or when such claims will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for claims that are at an early stage in their development or where claimants seek substantial or indeterminate damages.

While the outcome of the legal proceedings, investigations and regulatory matters in which the Group is involved is inherently uncertain, management believes that, based on the information available to it, appropriate provisions have been made in respect of legal proceedings, investigations and regulatory matters as at 31 December 2012.

The material legal proceedings, investigations and reviews involving the Group are described below. If any such matters were resolved against the Group, these matters could, individually or in the aggregate, have a material adverse effect on the Group’s consolidated net assets, operating results or cash flows in any particular period.

Litigation
Shareholder litigation
RBS and certain of its subsidiaries, together with certain current and former individual officers and directors were named as defendants in purported class actions filed in the United States District Court for the Southern District of New York involving holders of RBS preferred shares (the Preferred Shares litigation) and holders of American Depositary Receipts (the ADR claims).

In the Preferred Shares litigation, the consolidated amended complaint alleged certain false and misleading statements and omissions in public filings and other communications during the period 1 March 2007 to 19 January 2009, and variously asserted claims under Sections 11, 12 and 15 of the US Securities Act of 1933, as amended (Securities Act). The putative class is composed of all persons who purchased or otherwise acquired Group Series Q, R, S, T and/or U non-cumulative dollar preference shares issued pursuant or traceable to the 8 April 2005 US Securities and Exchange Commission (SEC) registration statement. Plaintiffs sought unquantified damages on behalf of the putative class. The defendants moved to dismiss the complaint and briefing on the motions was completed in September 2011. On 4 September 2012, the Court dismissed the Preferred Shares litigation with prejudice. The plaintiffs have appealed the dismissal to the United States Court of Appeals for the Second Circuit.

With respect to the ADR claims, a complaint was filed in January 2011 and a further complaint was filed in February 2011 asserting claims under Sections 10 and 20 of the US Securities Exchange Act of 1934, as amended (Exchange Act) on behalf of all persons who purchased or otherwise acquired the Group’s American Depositary Receipts (ADRs) between 1 March 2007 and 19 January 2009. On 18 August 2011, these two ADR cases were consolidated and lead plaintiff and lead counsel were appointed. On 1 November 2011, the lead plaintiff filed a consolidated amended complaint asserting ADR-related claims under Sections 10 and 20 of the Exchange Act and Sections 11, 12 and 15 of the Securities Act. The defendants moved to dismiss the complaint in January 2012 and briefing on the motions was completed in April 2012. The Court heard oral argument on the motions on 19 July 2012. On 27 September 2012, the Court dismissed the ADR claims with prejudice. The plaintiffs have filed motions for reconsideration and for leave to re-plead their case.

The Group has also received notification of similar prospective claims in the United Kingdom and elsewhere but no court proceedings have been commenced in relation to these claims. In October 2011, the Group submitted a detailed response to a letter before action from one purported plaintiff group in the United Kingdom.

Other securitisation and securities related litigation in the United States
There continues to be a high level of litigation activity in the financial services industry focused on residential mortgage and credit crisis related matters. As a result, the Group has become the subject of claims for damages and other relief regarding mortgages and related securities and expects that it may become the subject of additional such claims in the future.

 
415

 
 
Notes on the consolidated accounts continued

 
32 Memorandum items continued
Group companies have been named as defendants in their various roles as issuer, depositor and/or underwriter in a number of claims in the United States that relate to the securitisation and securities underwriting businesses. These cases include actions by individual purchasers of securities and purported class action suits. Together, the pending individual and class action cases involve the issuance of more than US$85 billion of mortgage-backed securities (MBS) issued primarily from 2005 to 2007. Although the allegations vary by claim, in general, plaintiffs in these actions claim that certain disclosures made in connection with the relevant offerings contained materially false or misleading statements and/or omissions regarding the underwriting standards pursuant to which the mortgage loans underlying the securities were issued. Group companies have been named as defendants in more than 45 lawsuits brought by purchasers of MBS, including the purported class actions identified below.

Among these MBS lawsuits are six cases filed on 2 September 2011 by the US Federal Housing Finance Agency (FHFA) as conservator for the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). The primary FHFA lawsuit is pending in the federal court in Connecticut, and it relates to approximately US$32 billion of MBS for which Group entities acted as sponsor/depositor and/or lead underwriter or co-lead underwriter. The defendants’ motion to dismiss FHFA’s amended complaint in this case is pending, but the court has permitted discovery to commence. The other five FHFA lawsuits (against Ally Financial Group, Countrywide Financial Corporation, JP Morgan, Morgan Stanley, and Nomura) name RBS Securities Inc. as a defendant by virtue of the fact that it was an underwriter of some of the securities at issue. Four of these cases are part of a coordinated proceeding in federal court in New York in which discovery is underway. The fifth case (the Countrywide matter) is pending in federal court in California, and is currently the subject of a motion to dismiss.

Other MBS lawsuits against Group companies include two cases filed by the National Credit Union Administration Board (on behalf of US Central Federal Credit Union and Western Corporate Federal Credit Union) and eight cases filed by the Federal Home Loan Banks of Boston, Chicago, Indianapolis, Seattle and San Francisco.

The purported MBS class actions in which Group companies are defendants include New Jersey Carpenters Vacation Fund et al. v. The Royal Bank of Scotland plc et al.; New Jersey Carpenters Health Fund v. Novastar Mortgage Inc. et al.; In re IndyMac Mortgage-Backed Securities Litigation; Genesee County Employees’ Retirement System et al. v. Thornburg Mortgage Securities Trust 2006-3, et al. (the Thornburg Litigation); and Luther v. Countrywide Financial Corp. et al. and related cases. On 25 February 2013, the federal district court overseeing the Thornburg Litigation entered a final order approving a settlement of the litigation, involving a US$11.25 million payment by the defendants.

Certain other institutional investors have threatened to bring claims against the Group in connection with various mortgage-related offerings. The Group cannot predict whether any of these individual investors will pursue these threatened claims (or their outcome), but expects that several may. If such claims are asserted and were successful, the amounts involved may be material.

In many of these actions, the Group has or will have contractual claims to indemnification from the issuers of the securities (where a Group company is underwriter) and/or the underlying mortgage originator (where a Group company is issuer). The amount and extent of any recovery on an indemnification claim, however, is uncertain and subject to a number of factors, including the ongoing creditworthiness of the indemnifying party.

With respect to the current claims described above, the Group considers that it has substantial and credible legal and factual defences to these claims and will continue to defend them vigorously.

London Interbank Offered Rate (LIBOR)
Certain members of the Group have been named as defendants in a number of class actions and individual claims filed in the US with respect to the setting of LIBOR. The complaints are substantially similar and allege that certain members of the Group and other panel banks individually and collectively violated various federal laws, including the US commodities and antitrust laws, and state statutory and common law by manipulating LIBOR and prices of LIBOR-based derivatives in various markets through various means. The Group considers that it has substantial and credible legal and factual defences to these and prospective claims. It is possible that further claims may be threatened or brought in the US or elsewhere relating to the setting of interest rates or interest rate-related trading.

Details of LIBOR investigations affecting the Group are set out under ‘Investigations and reviews’ on page 417.

Madoff
In December 2010, Irving Picard, as trustee for the bankruptcy estates of Bernard L. Madoff and Bernard L. Madoff Investment Securities LLC., filed a clawback claim against RBS N.V. in New York bankruptcy court. In the operative complaint, filed in August 2012, the trustee seeks to recover US$75.8 million in redemptions that RBS N.V. allegedly received from certain Madoff feeder funds and US$162.1 million that RBS N.V. allegedly received from its swap counterparties at a time when RBS N.V. allegedly ‘knew or should have known of Madoff’s possible fraud’. The Trustee alleges that those transfers were preferences or fraudulent conveyances under the US bankruptcy code and New York law and he asserts the purported right to claw them back for the benefit of Madoff’s estate. A further claim, for US$21.8 million, was filed in October 2011. The Group considers that it has substantial and credible legal and factual defences to these claims and intends to defend itself vigorously.
 
 
416

 

Unarranged overdraft charges
RBS Citizens Financial Group, Inc (RBS Citizens) and its affiliates were among more than thirty banks named as defendants in US class action lawsuits alleging that the manner in which defendant banks posted transactions to consumer accounts caused customers to incur excessive overdraft fees. The complaints against RBS Citizens, which concern the period between 2002 and 2010 and were consolidated into one case, alleged that this conduct violated its duty of good faith and fair dealing, was unconscionable and constituted an unfair trade practice and a conversion of customers' funds. RBS Citizens has agreed to settle this matter for US$137.5 million and, as a result, the matter has been stayed. The Group has made a one-time payment of the settlement amount into a settlement fund which, upon final approval of the settlement, will be used to make payments to class members. A motion for final approval of the settlement was filed on 10 January 2013. If the settlement is given final approval by the United States District Court for the Southern District of Florida, consumers who do not opt out of the settlement will be deemed to have released any claims related to the allegations in the lawsuits.

Summary of other disputes, legal proceedings and litigation
In addition to the matters described above, members of the Group are engaged in other disputes and legal proceedings in the United Kingdom and a number of overseas jurisdictions, including the United States, involving claims by and against them arising in the ordinary course of business. The Group has reviewed these other actual, threatened and known potential claims and proceedings and, after consulting with its legal advisers, does not expect that the outcome of any of these other claims and proceedings will have a material adverse effect on the Group’s consolidated net assets, operating results or cash flows in any particular period.
 
Investigations and reviews
The Group’s businesses and financial condition can be affected by the fiscal or other policies and actions of various governmental and regulatory authorities in the United Kingdom, the European Union, the United States and elsewhere. The Group has engaged, and will continue to engage, in discussions with relevant governmental and regulatory authorities, including in the United Kingdom and the United States, on an ongoing and regular basis regarding operational, systems and control evaluations and issues including those related to compliance with applicable anti-bribery, anti-money laundering and sanctions regimes. It is possible that any matters discussed or identified may result in investigatory or other action being taken by governmental and regulatory authorities, increased costs being incurred by the Group, remediation of systems and controls, public or private censure, restriction of the Group’s business activities or fines. Any of these events or circumstances could have a material adverse effect on the Group, its business, authorisations and licences, reputation, results of operations or the price of securities issued by it.

Political and regulatory scrutiny of the operation of retail banking and consumer credit industries in the United Kingdom, United States and elsewhere continues. The nature and impact of future changes in policies and regulatory action are not predictable and are beyond the Group’s control.

The Group is co-operating fully with the investigations and reviews described below.

LIBOR and other trading rates
On 6 February 2013 the Group announced settlements with the Financial Services Authority in the United Kingdom, the United States Commodity Futures Trading Commission and the United States Department of Justice (DOJ) in relation to investigations into submissions, communications and procedures around the setting of the London Interbank Offered Rate (LIBOR). RBS agreed to pay penalties of £87.5 million, US$325 million and US$150 million to these authorities respectively to resolve the investigations. As part of the agreement with the DOJ, RBS plc entered into a Deferred Prosecution Agreement in relation to one count of wire fraud relating to Swiss Franc LIBOR and one count for an antitrust violation relating to Yen LIBOR. RBS Securities Japan Limited agreed to enter a plea of guilty to one count of wire fraud relating to Yen LIBOR. The Group continues to co-operate with investigations by these and various other governmental and regulatory authorities, including in the US and Asia, into its submissions, communications and procedures relating to the setting of LIBOR and other trading rates. The Group is also under investigation by competition authorities in a number of jurisdictions, including the European Commission and Canadian Competition Bureau, stemming from the actions of certain individuals in the setting of LIBOR and other trading rates, as well as interest rate-related trading. The Group is also co-operating with these investigations.

It is not possible to estimate reliably what effect the outcome of these remaining investigations, any regulatory findings and any related developments may have on the Group, including the timing and amount of further fines, sanctions or settlements, which may be material.

Technology incident
On 19 June 2012 the Group was affected by a technology incident, as a result of which the processing of certain customer accounts and payments were subject to considerable delay. The cause of the incident has been investigated by independent external counsel with the assistance of third party advisors. The Group has agreed to reimburse customers for any loss suffered as a result of the incident. The Group provided £175 million in 2012 for this matter. Additional costs may arise once all redress and business disruption items are clear.

The incident, the Group's handling of the incident and the systems and controls surrounding the processes affected, are the subject of regulatory enquiries (both from the UK and Ireland) and the Group could become a party to litigation. In particular, the Group could face legal claims from those whose accounts were affected and could itself have claims against third parties.
 
 
417

 
 
Notes on the consolidated accounts continued
 

32 Memorandum items continued
Interest rate hedging products
In June 2012, following an industry wide review, the FSA announced that the Group and other UK banks had agreed to a redress exercise and past business review in relation to the sale of interest rate hedging products to some small and medium sized businesses who were classified as retail clients under FSA rules. On 31 January 2013, the FSA issued a report outlining the principles to which it wishes the Group and other UK banks to adhere in conducting the review and redress exercise.

The Group will provide fair and reasonable redress to non-sophisticated customers classified as retail clients, who were mis-sold interest rate hedging products. In relation to non-sophisticated customers classified as retail clients who were sold interest rate products other than interest rate caps on or after 1 December 2001 up to 29 June 2012, the Group is required to (i) make redress to customers sold structured collars; and (ii) write to customers sold other interest rate hedging products offering a review of their sale and, if it is appropriate in the individual circumstances, the Group will propose fair and reasonable redress on a case by case basis. Furthermore, non-sophisticated customers classified as retail clients who have purchased interest rate caps during the period on or after 1 December 2001 to 29 June 2012 will be entitled to approach the Group and request a review.

The redress exercise and the past business review is being scrutinised by an independent reviewer, who will review and agree any redress, and will be overseen by the FSA. The Group made a total provision of £700 million in 2012 in respect of this matter, including £125 million for administration expenses. As the actual amount that the Group will be required to pay, will depend on the facts and circumstances of each case, there is no certainty as to the eventual costs of redress.

Retail banking
Since initiating an inquiry into retail banking in the European Union (EU) in 2005, the European Commission (EC) continues to keep retail banking under review. In late 2010 the EC launched an initiative pressing for greater transparency of bank fees and is currently proposing to legislate for increased harmonisation of terminology across Member States, with proposals expected in the first quarter of 2013. The Group cannot predict the outcome of these actions at this stage.

FSA mystery shopping review
On 13 February 2013 the FSA announced the results of a mystery shopping review it undertook into the investment advice offered by banks and building societies to retail clients. As a result of that review the FSA announced that firms involved were cooperative and agreed to take immediate action. The Group was one of the firms involved. The action required includes a review of the training provided to advisers, considering whether changes are necessary to advice processes and controls for new business, and undertaking a past business review to identify historic poor advice (and where breaches of regulatory requirements are identified, to put this right for customers). The Group will be required to appoint an independent third party to either carry out or oversee this work. The scope and terms of the past business review and the appointment of the independent third party have not yet been determined. The Group cannot predict the outcome of this review at this stage.

Multilateral interchange fees
In 2007, the EC issued a decision that, while interchange is not illegal per se, MasterCard’s multilateral interchange fee (MIF) arrangements for cross border payment card transactions with MasterCard and Maestro branded consumer credit and debit cards in the EEA were in breach of competition law. MasterCard was required to withdraw the relevant cross-border MIF (i.e. set these fees to zero) by 21 June 2008. MasterCard appealed against the decision to the General Court in March 2008, with the Group intervening in the appeal proceedings. The General Court heard MasterCard’s appeal in July 2011 and issued its judgment in May 2012, upholding the EC’s original decision. MasterCard has appealed further to the Court of Justice and the Group has intervened in these appeal proceedings.

In March 2008, the EC also opened a formal inquiry into Visa’s MIF arrangements for cross border payment card transactions with Visa branded debit and consumer credit cards in the EEA. In April 2009 the EC announced that it had issued Visa with a formal Statement of Objections. However, in April 2010 Visa announced it had reached an agreement with the EC as regards immediate cross border debit card MIF rates only and in December 2010 the commitments were finalised for a four year period commencing December 2010 under Article 9 of Regulation 1/2003. In July 2012 Visa made a request to re-open the settlement in order to modify the fee. The EC rejected the request and in October 2012 Visa filed an appeal to the General Court seeking to have that decision annulled. The EC is continuing its investigations into Visa’s cross border MIF arrangements for deferred debit and credit transactions. On 31 July 2012 the EC announced that it had issued Visa with a supplementary Statement of Objections regarding consumer credit cards in the EEA.

In the UK, the Office of Fair Trading (OFT) has carried out investigations into Visa and MasterCard domestic credit card interchange rates. The OFT has not made any finding of an infringement of competition law and has not issued a Statement of Objections to any of the parties under investigation. In February 2013 the OFT confirmed that while reserving its right to do so, it does not currently expect to issue Statements of Objections (if at all) prior to the handing down of the Court of Justice judgment in the matter of MasterCard's appeal against the EC’s 2007 infringement decision.

The outcome of these investigations is not known, but they may have a material adverse effect on the consumer credit industry in general and, therefore, on the Group’s business in this sector.

 
418

 


Payment Protection Insurance
The FSA conducted a broad industry thematic review of Payment Protection Insurance (PPI) sales practices and in September 2008, the FSA announced that it intended to escalate its level of regulatory intervention. Substantial numbers of customer complaints alleging the mis-selling of PPI policies have been made to banks and to the Financial Ombudsman Service (FOS) and many of these are being upheld by the FOS against the banks.

The FSA published a final policy statement in August 2010 imposing significant changes with respect to the handling of complaints about the mis-selling of PPI. In October 2010, the British Bankers’ Association (BBA) filed an application for judicial review of the FSA’s policy statement and of related guidance issued by the FOS. In April 2011 the High Court issued judgment in favour of the FSA and the FOS and in May 2011 the BBA announced that it would not appeal that judgment. The Group then reached agreement with the FSA on a process for implementation of its policy statement and for the future handling of PPI complaints. Implementation of the agreed processes is currently under way. Following agreement with the FSA in 2011, the Group increased its provision of £215 million at 31 December 2010 by £850 million in respect of PPI. In 2012 a further provision of £1,110 million was recorded. This strengthened the cumulative provision for PPI to £2.2 billion, from which £1.3 billion in redress had been paid by 31 December 2012.

Personal current accounts
In July 2008 the OFT published a market study report into Personal Current Accounts (PCAs) raising concerns as regards the way the market was functioning. In October 2009 the OFT summarised initiatives agreed with industry to address these concerns. In December 2009, the OFT published a further report in which it stated that it continued to have significant concerns about the operation of the PCA market in the UK, in particular in relation to unarranged overdrafts, and that it believed that fundamental changes were required for the market to work in the best interests of bank customers. In March 2010, the OFT announced that it had secured agreement from the banks on four industry-wide initiatives designed to address its concerns, namely minimum standards on the operation of opt-outs from unarranged overdrafts, new working groups on information sharing with customers, best practice for PCA customers in financial difficulties and incurring charges, and PCA providers to publish their policies on dealing with PCA customers in financial difficulties. The OFT also announced that it would conduct six-monthly reviews and would also review the market again fully in 2012 and undertake a brief analysis on barriers to entry.

The first six-monthly review was completed in September 2010. The OFT noted progress in switching, transparency and unarranged overdrafts for the period March to September 2010 and highlighted further changes it wanted to see in the market. In March 2011, the OFT published the next update report in relation to PCAs. This noted further progress in improving consumer control over the use of unarranged overdrafts. In particular, the Lending Standards Board had led on producing standards and guidance to be included in a revised Lending Code. The OFT stated it would continue to monitor the market and would consider the need for, and appropriate timing of, further update reports in light of other developments, in particular the work of the UK Government’s Independent Commission on Banking (ICB).

Additionally, in May 2010, the OFT announced its review of barriers to entry. The review concerned retail banking and banking for small and medium size enterprises (SMEs) (up to £25 million turnover) and looked at products which require a banking licence to sell mortgages, loan products and, where appropriate, other products such as insurance or credit cards where cross-selling may facilitate entry or expansion. The OFT published its report in November 2010. It advised that it expected its review to be relevant to the ICB, the FSA, HM Treasury and the Department for Business, Innovation and Skills and to the devolved governments in the UK. The OFT did not indicate whether it would undertake any further work. The report maintained that barriers to entry remain, in particular regarding switching, branch networks and brands. At this stage, it is not possible to estimate the effect of the OFT’s report and recommendations regarding barriers to entry upon the Group.

On 13 July 2012, the OFT launched its planned full review of the PCA market. The review was intended to consider whether the initiatives agreed by the OFT with banks to date have been successful and whether the market should be referred to the Competition Commission (CC) for a fuller market investigation.

The OFT’s PCA report was published on 25 January 2013. The OFT acknowledged some specific improvements in the market since its last review but concluded that further changes are required to tackle ongoing concerns, including a lack of switching, the ability of consumers to compare products and the complexity of overdraft charges. However, the OFT recognises that a number of major developments are expected over the coming months including divestment of branches and improvements in account switching and assistance to customers to compare products and services. Therefore the OFT has provisionally decided not to refer the market to the CC at this stage but expects to return to the question of a referral to the CC in 2015, or before. The OFT also announced that it will be carrying out behavioural economic research on the way consumers make decisions and engage with retail banking service, and will study the operation of payment systems as well as the SME banking market.

At this stage it is not possible to estimate the effect of these OFT reviews which may be material.

Private motor insurance
In December 2011, the OFT launched a market study into private motor insurance, with a focus on the provision of third party vehicle repairs and credit hire replacement vehicles to claimants. The OFT issued its report in May 2012 and advised that it believed there were features of the market that potentially restrict, distort or prevent competition in the market meriting a referral to the CC. On 28 September 2012 the OFT referred the private motor insurance market to the CC for a market investigation. The CC has until 27 September 2014 to publish its findings. At this stage, it is not possible to estimate the effect the market investigation may have on Direct Line Insurance Group plc.
 

 
 
419

 
 
Notes on the consolidated accounts continued

 
32 Memorandum items continued
Securitisation and collateralised debt obligation business
In the United States, the Group is involved in reviews, investigations and proceedings (both formal and informal) by federal and state governmental law enforcement and other agencies and self-regulatory organisations relating to, among other things, mortgage-backed securities, collateralised debt obligations (CDOs), and synthetic products. In connection with these inquiries, Group companies have received requests for information and subpoenas seeking information about, among other things, the structuring of CDOs, financing to loan originators, purchase of whole loans, sponsorship and underwriting of securitisations, due diligence, representations and warranties, communications with ratings agencies, disclosure to investors, document deficiencies, and repurchase requests.

In September and October 2010, the SEC requested voluntary production of information concerning residential mortgage-backed securities (RMBS) underwritten by subsidiaries of RBS during the period from September 2006 to July 2007 inclusive. In November 2010, the SEC commenced a formal investigation. The investigation appears to be focused on certain specific RMBS securitisations underwritten in 2007 and is continuing.

Also in October 2010, the SEC commenced an inquiry into document deficiencies and repurchase requests with respect to certain securitisations, and in January 2011, this was converted to a formal investigation. Among other matters, the investigation seeks information related to document deficiencies and remedial measures taken with respect to such deficiencies. The investigation also seeks information related to early payment defaults and loan repurchase requests.

In 2007, the New York State Attorney General issued subpoenas to a wide array of participants in the securitisation and securities industry, focusing on the information underwriters obtained from the independent firms hired to perform due diligence on mortgages. The Group completed its production of documents requested by the New York State Attorney General in 2008, principally producing documents related to loans that were pooled into one securitisation transaction. In May 2011, at the New York State Attorney General's request, representatives of the Group attended an informal meeting to provide additional information about the Group's mortgage securitisation business. The investigation is ongoing and the Group continues to provide requested information.

US mortgages - loan repurchase matters
The Group’s Markets & International Banking N.A. or M&IB N.A. business (formerly Global Banking & Markets N.A.) has been a purchaser of non-agency US residential mortgages in the secondary market, and an issuer and underwriter of non-agency residential mortgage-backed securities (RMBS). M&IB N.A. did not originate or service any US residential mortgages and it was not a significant seller of mortgage loans to government sponsored enterprises (GSEs) (e.g. the Federal National Mortgage Association and the Federal Home Loan Mortgage Association).

In issuing RMBS, M&IB N.A. generally assigned certain representations and warranties regarding the characteristics of the underlying loans made by the originator of the residential mortgages; however, in some circumstances, M&IB N.A. made such representations and warranties itself. Where M&IB N.A. has given those or other representations and warranties (whether relating to underlying loans or otherwise), M&IB N.A. may be contractually required to repurchase such loans or indemnify certain parties against losses for certain breaches of such representations and warranties. In certain instances where it is required to repurchase loans or related securities, M&IB N.A. may be able to assert claims against third parties who provided representations or warranties to M&IB N.A. when selling loans to it; although the ability to recover against such parties is uncertain. Between the start of 2009 and the end of December 2012, M&IB N.A. received approximately US$606 million in repurchase demands in respect of loans made primarily from 2005 to 2008 and related securities sold where obligations in respect of contractual representations or warranties were undertaken by M&IB N.A.. However, repurchase demands presented to M&IB N.A. are subject to challenge and rebuttal by M&IB N.A..

RBS Citizens has not been an issuer or underwriter of non-agency RMBS. However, RBS Citizens is an originator and servicer of residential mortgages, and it routinely sells such mortgage loans in the secondary market and to GSEs. In the context of such sales, RBS Citizens makes certain representations and warranties regarding the characteristics of the underlying loans and, as a result, may be contractually required to repurchase such loans or indemnify certain parties against losses for certain breaches of the representations and warranties concerning the underlying loans. Between the start of 2009 and the end of 2012, RBS Citizens received US$141.9 million in repurchase demands in respect of loans originated primarily since 2003. However, repurchase demands presented to RBS Citizens are subject to challenge and rebuttal by RBS Citizens.

Although there has been disruption in the ability of certain financial institutions operating in the United States to complete foreclosure proceedings in respect of US mortgage loans in a timely manner (or at all) over the last year (including as a result of interventions by certain states and local governments), to date, RBS Citizens has not been materially impacted by such disruptions and the Group has not ceased making foreclosures.

The volume of repurchase demands is increasing and is expected to continue to increase, and the Group cannot currently estimate what the ultimate exposure of M&IB N.A. or RBS Citizens may be. Furthermore, the Group is unable to estimate the extent to which the matters described above will impact it, and future developments may have an adverse impact on the Group’s net assets, operating results or cash flows in any particular period.

 
420

 


Other investigations
On 27 July 2011, the Group agreed with the Board of Governors of the Federal Reserve System, the New York State Banking Department, the Connecticut Department of Banking, and the Illinois Department of Financial and Professional Regulation to enter into a consent Cease and Desist Order (the Order) to address deficiencies related to governance, risk management and compliance systems and controls in RBS plc and RBS N.V. branches. In the Order, the Group agreed to create the following written plans or programmes:

·
a plan to strengthen board and senior management oversight of the corporate governance, management, risk management, and operations of the Group’s U.S. operations on an enterprise-wide and business line basis,

·
an enterprise-wide risk management programme for the Group’s U.S. operations,

·
a plan to oversee compliance by the Group’s U.S. operations with all applicable U.S. laws, rules, regulations, and supervisory guidance,

·
a Bank Secrecy Act/anti-money laundering compliance programme for the RBS plc and RBS N.V. branches in the U.S. (the U.S. Branches) on a consolidated basis,

·
a plan to improve the U.S. Branches’ compliance with all applicable provisions of the Bank Secrecy Act and its rules and regulations as well as the requirements of Regulation K of the Federal Reserve,

·
a customer due diligence programme designed to reasonably ensure the identification and timely, accurate, and complete reporting by the U.S. Branches of all known or suspected violations of law or suspicious transactions to law enforcement and supervisory authorities, as required by applicable suspicious activity reporting laws and regulations, and

·
a plan designed to enhance the U.S. Branches’ compliance with OFAC requirements.

The Order (which is publicly available) identified specific items to be addressed, considered, and included in each proposed plan or programme. The Group also agreed in the Order to adopt and implement the plans and programmes after approval by the regulators, to fully comply with the plans and programmes thereafter, and to submit to the regulators periodic written progress reports regarding compliance with the Order. The Group has created, submitted, and adopted plans and/or programmes to address each of the areas identified above. In connection with the Group's efforts to implement these plans and programmes, it has, among other things, made investments in technology, hired and trained additional personnel, and revised compliance, risk management, and other policies and procedures for the Group's U.S. operations. The Group continues to test the effectiveness of the remediation efforts undertaken by the Group to ensure they are sustainable and meet regulators' expectations. Furthermore, the Group continues to work closely with the regulators in its efforts to fulfil its obligations under the Order, which will remain in effect until terminated by the regulators.

The Group’s operations include businesses outside the United States that are responsible for processing US dollar payments. The Group has been conducting a review of its policies, procedures and practices in respect of such payments, has voluntarily made disclosures to US and UK authorities with respect to its historical compliance with US economic sanctions regulations, and is continuing to co-operate with related investigations by government authorities. The Group has also, over time, enhanced its relevant systems and controls. Further, the Group has initiated disciplinary proceedings against a number of its employees as a result of its investigation into employee conduct relating to this matter. Although the Group cannot currently determine the outcome of its discussions with the relevant authorities, the investigation costs, remediation required or liability incurred could have a material adverse effect on the Group’s net assets, operating results or cash flows in any particular period.

The Group may become subject to formal and informal supervisory actions and may be required by its US banking supervisors to take further actions and implement additional remedial measures with respect to these and additional matters. The Group's activities in the United States may be subject to significant limitations and/or conditions.
 
In March 2008, the Group was advised by the SEC that it had commenced a non-public, formal investigation relating to the Group’s United States sub-prime securities exposures and United States residential mortgage exposures. In September 2012, SEC staff communicated that it had completed this investigation as to RBS and that it did not, as of the date of that communication and based upon the information then in its possession, intend to recommend any enforcement action against RBS. In December 2010, the SEC contacted the Group and indicated that it would also examine valuations of various RBS N.V. structured products, including CDOs. In March 2012, the SEC communicated to the Group that it had completed this investigation and that it did not, as of the date of that communication and based upon the information then in its possession, intend to recommend any enforcement action against RBS.
 
 
421

 

 
33 Net cash (outflow)/inflow from operating activities

 
2012 
2011 
2010 
 
£m 
£m 
£m 
Operating loss before tax - continuing operations
(5,165)
(1,190)
(154)
Operating (loss)/profit before tax - discontinued operations
(111)
482 
(786)
Decrease/(increase) in prepayments and accrued income
787 
976 
(67)
Interest on subordinated liabilities
841 
740 
500 
Decrease in accruals and deferred income
(3,653)
(2,897)
(1,915)
Provisions for impairment losses
5,283 
8,709 
9,298 
Loans and advances written-off net of recoveries
(3,925)
(4,000)
(5,631)
Unwind of discount on impairment losses
(476)
(484)
(455)
Profit on sale of property, plant and equipment
(20)
(22)
(50)
(Profit)/loss on sale of subsidiaries and associates
(95)
28 
107 
Profit on sale of securities
(1,235)
(882)
(496)
Charge for defined benefit pension schemes
446 
349 
540 
Pension schemes curtailment and settlement gains
(41)
— 
(78)
Cash contribution to defined benefit pension schemes
(977)
(1,059)
(832)
Other provisions charged net of releases
2,899 
963 
381 
Other provisions utilised
(1,507)
(513)
(211)
Depreciation and amortisation
1,854 
1,875 
2,220 
Gain on redemption of own debt
(454)
(255)
(553)
Write-down of goodwill and other intangible assets
518 
91 
10 
Elimination of foreign exchange differences
7,140 
2,702 
(691)
Other non-cash items
1,809 
1,340 
494 
Net cash inflow from trading activities
3,918 
6,953 
1,631 
Decrease in loans and advances to banks and customers
30,719 
15,800 
42,766 
Decrease in securities
13,537 
10,418 
8,723 
Decrease in other assets
1,672 
4,991 
445 
Decrease/(increase) in derivative assets
88,134 
(102,972)
10,741 
Changes in operating assets
134,062 
(71,763)
62,675 
(Decrease)/increase in deposits by banks and customers
(7,848)
24,096 
(24,794)
(Decrease)/increase in insurance liabilities
(119)
(482)
494 
Decrease in debt securities in issue
(68,029)
(55,496)
(28,493)
(Decrease)/increase in other liabilities
(4,022)
1,827 
1,108 
(Decrease)/increase in derivative liabilities
(89,763)
100,133 
2,454 
(Decrease)/increase in settlement balances and short positions
(13,017)
(1,759)
3,651 
Changes in operating liabilities
(182,798)
68,319 
(45,580)
Income taxes (paid)/received
(295)
(184)
565 
Net cash (outflow)/inflow from operating activities
(45,113)
3,325 
19,291 

34 Analysis of the net investment in business interests and intangible assets
Acquisitions and disposals
 
2012 
£m 
2011 
£m 
2010 
£m 
Fair value given for businesses acquired
(68)
(44)
(210)
Other assets sold
1,317 
(299)
4,539 
Non-cash consideration
(90)
— 
— 
Loss on disposal
95 
(28)
(107)
Net inflow/(outflow) of cash in respect of disposals
1,322 
(327)
4,432 
Dividends received from joint ventures
22 
11 
Cash expenditure on intangible assets
(924)
(1,068)
(783)
Net inflow/(outflow)
352 
(1,428)
3,446 

The Group's reported results from continuing operations for 2012, 2011 and 2010 would not have been materially affected had all acquisitions occurred on 1 January 2010.
 
 
422

 

 
35 Interest received and paid
 
2012 
£m 
2011 
£m 
2010 
£m 
Interest received
19,238 
21,777 
23,571 
Interest paid
(7,044)
(8,629)
(9,823)
 
12,194 
13,148 
13,748 


36 Analysis of changes in financing during the year
 
 
Share capital, share premium,
paid-in equity and merger reserve
 
Subordinated liabilities
 
2012 
£m 
2011 
£m 
2010 
£m 
 
2012 
£m 
2011 
£m 
2010 
£m 
At 1 January
52,972 
52,750 
64,240 
 
26,319 
27,053 
37,652 
Issue of ordinary shares
120 
 
— 
— 
— 
Redemption of preference shares
— 
— 
117 
 
— 
— 
— 
Redemption of paid-in equity
— 
— 
(132)
 
— 
— 
— 
Cancellation of non-voting deferred shares
— 
— 
(27)
 
— 
— 
— 
Net proceeds from issue of subordinated liabilities
— 
— 
— 
 
2,093 
— 
— 
Repayment of subordinated liabilities
— 
— 
— 
 
(258)
(627)
(1,588)
Net cash inflow/(outflow) from financing
120 
(41) 
 
1,835 
(627)
(1,588)
Transfer to retained earnings
— 
(50)
(12,252)
 
— 
— 
— 
Share capital sub-division and consolidation
(8,933)
— 
— 
 
— 
— 
— 
Ordinary shares issued in respect of employee share schemes
437 
270 
803 
 
— 
— 
— 
Other adjustments including foreign exchange (1)
— 
— 
— 
 
(1,381)
(107)
(9,011)
At 31 December
44,596 
52,972 
52,750 
 
26,773 
26,319 
27,053 

Note:
(1)
The subordinated liabilities adjustment in 2010 includes £6.1 billion relating to the disposal of RFS Holdings minority interest.

37 Analysis of cash and cash equivalents
 
2012 
£m 
2011 
£m 
2010 
£m 
At 1 January
     
  - cash
109,888 
102,573 
95,330 
  - cash equivalents
42,767 
49,957 
48,856 
 
152,655 
152,530 
144,186 
Disposal of subsidiaries
— 
— 
(4,112)
Net cash (outflow)/inflow
(19,814)
125 
12,456 
At 31 December
132,841 
152,655 
152,530 
       
Comprising:
     
Cash and balances at central banks
79,290 
79,269 
56,590 
Treasury bills and debt securities
772 
3,172 
5,672 
Loans and advances to banks
52,779 
70,214 
90,268 
Cash and cash equivalents
132,841 
152,655 
152,530 

Certain members of the Group are required by law or regulation to maintain balances with the central banks in the jurisdictions in which they operate. These balances are set out below.

 
2012 
2011 
2010 
Bank of England
£0.4bn 
£0.4bn 
£0.4bn 
US Federal Reserve
US$1.2bn 
US$1.2bn 
US$1.0bn 
De Nederlandsche Bank
€0.4bn 
€1.0bn 
€1.0bn 
 
 
423

 
 
Notes on the consolidated accounts continued
 

38 Segmental analysis
(a) Divisions
The directors manage the Group primarily by class of business and present the segmental analysis on that basis. This includes the review of net interest income for each class of business - interest receivable and payable for all reportable segments is therefore presented net. Segments charge market prices for services rendered to other parts of the Group; funding charges between segments are determined by Group Treasury, having regard to commercial demands. The segment measure is operating profit/(loss).

In January 2012, the Group announced the reorganisation of its wholesale businesses into 'Markets' and 'International Banking'. Divisional results and the number of persons employed in the divisions (Note 3) have been presented based on the new organisational structure. The Group has also reviewed the allocation of funding and liquidity costs and capital for the new divisional structure as well as for a new methodology. The new methodology is designed to ensure that the allocated funding and liquidity costs more fully reflect each division’s funding requirement. In addition, the Group had previously included movements in the fair value of own derivative liabilities within the Markets operating segment. These movements have now been combined with movements in the fair value of own debt in a single measure, ‘own credit adjustments’ and presented as a reconciling item. Comparatives have been restated accordingly.

The Group's reportable segments are on a divisional basis as follows:

UK Retail offers a comprehensive range of banking products and related financial services to the personal market. It serves customers through a number of channels including: the RBS and NatWest network of branches and ATMs in the United Kingdom, telephony, online and mobile.

UK Corporate is a leading provider of banking, finance, and risk management services to the corporate and SME sector in the United Kingdom. It offers a full range of banking products and related financial services through a nationwide network of relationship managers, and also through telephone and internet channels. The product range includes asset finance through the Lombard brand.

Wealth provides private banking and investment services in the UK through Coutts & Co and Adam & Company, offshore banking through RBS International, NatWest offshore and Isle of Man Bank, and international private banking through Coutts & Co Ltd.

International Banking serves the world’s largest companies with a leading client proposition focussed on financing, transaction services and risk management. International Banking serves as the delivery channel for Markets products to corporate clients and serves international subsidiaries of both International Banking and clients from UK Corporate, Ulster Bank and US Retail & Commercial through its international network.

Ulster Bank is a leading retail and commercial bank in Northern Ireland and the Republic of Ireland. It provides a comprehensive range of financial services through both its Retail Banking division, which provides loan and deposit products through a network of branches and direct channels, and its Corporate Banking division, which provides services to businesses and corporate customers.

US Retail & Commercial provides financial services primarily through the Citizens and Charter One brands. US Retail & Commercial is engaged in retail and corporate banking activities through its branch network in 12 states in the United States and through non-branch offices in other states.

Markets is a leading origination, sales and trading business across debt finance, fixed income, currencies and investor products. The division offers a unified service to the Group’s corporate and institutional clients. The Markets’ sales and research teams build strong ongoing client partnerships, provide market perspective and access, and work with the division’s trading and structuring teams to meet the client’s objectives across financing, risk management, investment, securitisation and liquidity.

Direct Line Group is a retail general insurer with leading market positions in the United Kingdom, a strong presence in the direct motor channel in Italy and Germany and a focused position in UK SME commercial insurance. The Group operates under highly recognised brands such as Direct Line and Churchill and is comprised of five primary segments: motor, home, rescue and other personal lines, commercial and international.

In the UK, Direct Line Group utilises a multi-brand, multi-product and multi-distribution channel business model that covers most major customer segments for personal lines general insurance. The Group also has a focused presence in the commercial market. The Group occupies leading market positions in terms of in-force policies and has the most highly recognised brands in the UK for personal motor and home insurance including Direct Line and Churchill. Other primary Direct Line Group brands include Privilege and Green Flag; NIG, a provider of insurance solutions to UK SMEs and Direct Line For Business (“DL4B”), the Group’s direct commercial brand. The Group is also a major provider of insurance through a number of strategic partnerships. In Italy and Germany the Group operates under the Direct Line brand.

Although Direct Line Group has been reclassified as a discontinued operation, it continues to be presented as a reportable operating segment.

Central Functions comprises Group and corporate functions, such as treasury, finance, risk management, legal, communications and human resources. The Centre manages the Group's capital resources and Group-wide regulatory projects and provides services to the operating divisions.

Non-Core manages separately assets that the Group intends to run off or dispose of. The division contains a range of businesses and asset portfolios primarily from the legacy GBM businesses, higher risk profile asset portfolios including excess risk concentrations, and other illiquid portfolios. It also includes a number of other portfolios and businesses including regional markets businesses that the Group has concluded are no longer strategic.
 
 
424

 

Notes on the consolidated accounts continued
 

2012
Net interest   income 
£m 
Non-interest   income 
£m 
Total 
 income 
£m 
Operating   expenses and   insurance 
claims 
£m 
Depreciation 
and 
amortisation 
£m 
Impairment 
losses 
£m 
Operating 
profit/(loss)
£m 
UK Retail
3,990 
979 
4,969 
(2,549)
— 
(529)
1,891 
UK Corporate
2,974 
1,749 
4,723 
(1,916)
(173)
(838)
1,796 
Wealth
720 
450 
1,170 
(852)
(19)
(46)
253 
International Banking
913 
1,209 
2,122 
(1,417)
— 
(111)
594 
Ulster Bank
649 
196 
845 
(521)
— 
(1,364)
(1,040)
US Retail & Commercial
1,948 
1,143 
3,091 
(2,143)
(103)
(91)
754 
Markets
111 
4,372 
4,483 
(2,707)
(230)
(37)
1,509 
Direct Line Group (1)
280 
3,437 
3,717 
(3,225)
(51)
— 
441 
Central items
(134)
513 
379 
512 
(708)
(40)
143 
Core
11,451 
14,048 
25,499 
(14,818)
(1,284)
(3,056)
6,341 
Non-Core
244 
44 
288 
(694)
(250)
(2,223)
(2,879)
Managed basis
11,695 
14,092 
25,787 
(15,512)
(1,534)
(5,279)
3,462 
               
Reconciling items
             
Own credit adjustments
(4,649)
(4,649)
(4,649)
Asset Protection Scheme
(44)
(44)
(44)
Payment Protection Insurance costs
(1,110)
(1,110)
Interest Rate Hedging Products redress and related costs
— 
— 
— 
(700)
— 
(700)
Regulatory fines
— 
— 
— 
(381)
— 
(381)
Amortisation of purchased intangible assets
(178)
(178)
Integration and restructuring costs
(1,408)
(142)
(1,550)
Gain on redemption of own debt
454 
454 
454 
Strategic disposals
113 
113 
113 
Bank levy
(175)
(175)
Write-down of goodwill and other intangible assets
(518)
(518)
RFS Holdings minority interest
(15)
(3)
(18)
(2)
(20)
Statutory basis before the reclassification of the Direct Line Group results to discontinued operations
11,680 
9,963 
21,643 
(19,806)
(1,854)
(5,279)
(5,296)
Direct Line Group reclassified to discontinued operations (1)
(278)
(3,424)
(3,702)
3,781 
52
131 
Statutory basis
11,402 
6,539 
17,941 
(16,025)
(1,802)
(5,279)
(5,165)

Note:
(1)
Included within Direct Line Group discontinued operations are the managed basis divisional results of Direct Line Group (DLG), certain DLG related activities in Central items; and related one-off and other items including write-down of goodwill, integration and restructuring costs and strategic disposals. Refer to Note 20 for further information.
 
 
425

 

Notes on the consolidated accounts continued
 
 
38 Segmental analysis continued

2011
Net interest 
income 
£m 
Non-interest   income 
£m 
Total 
income 
£m 
Operating   expenses and   insurance 
claims 
£m 
Depreciation 
and 
amortisation 
£m 
Impairment 
losses 
£m 
Operating 
profit/(loss)
£m 
UK Retail
4,302 
1,206 
5,508 
(2,699)
— 
(788)
2,021 
UK Corporate
3,092 
1,771 
4,863 
(1,974)
(172)
(793)
1,924 
Wealth
645 
459 
1,104 
(820)
(11)
(25)
248 
International Banking
1,157 
1,398 
2,555 
(1,623)
(9)
(168)
755 
Ulster Bank
736 
211 
947 
(546)
(1)
(1,384)
(984)
US Retail & Commercial
1,900 
1,137 
3,037 
(2,057)
(117)
(326)
537 
Markets
67 
4,348 
4,415 
(3,319)
(159)
(38)
899 
Direct Line Group (1)
343 
3,729 
4,072 
(3,583)
(35)
— 
454 
Central items
(201)
221 
20 
950 
(781)
191 
Core
12,041 
14,480 
26,521 
(15,671)
(1,285)
(3,520)
6,045 
Non-Core
648 
540 
1,188 
(1,133)
(357)
(3,919)
(4,221)
Managed basis
12,689 
15,020 
27,709 
(16,804)
(1,642)
(7,439)
1,824 
               
Reconciling items
             
Own credit adjustments
— 
1,914 
1,914 
— 
— 
— 
1,914 
Asset Protection Scheme
— 
(906)
(906)
— 
— 
— 
(906)
Payment Protection Insurance costs
— 
— 
— 
(850)
— 
— 
(850)
Sovereign debt impairment
— 
— 
— 
— 
— 
(1,099)
(1,099)
Interest rate hedge adjustments on impaired available-for-sale sovereign debt
— 
— 
— 
— 
— 
(169)
(169)
Amortisation of purchased intangible assets
— 
— 
— 
— 
(222)
— 
(222)
Integration and restructuring costs
(2)
(3)
(5)
(1,048)
(11)
— 
(1,064)
Gain on redemption of own debt
— 
255 
255 
— 
— 
— 
255 
Strategic disposals
— 
(24)
(24)
(80)
— 
— 
(104)
Bank levy
— 
— 
— 
(300)
— 
— 
(300)
Bonus tax
— 
— 
— 
(27)
— 
— 
(27)
Write-down of goodwill and other intangible assets
— 
— 
— 
(11)
— 
— 
(11)
RFS Holdings minority interest
(8)
(6)
— 
(2)
(7)
Statutory basis before the reclassification of the Direct Line Group results to discontinued operations
12,679 
16,258 
28,937 
(19,119)
(1,875)
(8,709)
(766)
Direct Line Group reclassified to discontinued operations (1)
(376)
(3,910)
(4,286)
3,824 
36 
(424)
Statutory basis
12,303 
12,348 
24,651 
(15,295)
(1,839)
(8,707)
(1,190)

Note:
(1)
Included within Direct Line Group discontinued operations are the managed basis divisional results of Direct Line Group (DLG), certain DLG related activities in Central items and Non-Core; and related one-off and other items including integration and restructuring costs and strategic disposals. Refer to Note 20 for further information.

 
426

 

2010
Net 
 interest 
 income 
£m 
Non-interest 
 income 
£m 
Total 
income 
£m 
Operating 
 expenses and 
 insurance 
 claims 
£m 
Depreciation 
 and 
amortisation 
 £m 
Impairment 
 losses 
£m 
Operating 
profit/(loss)
 £m 
UK Retail
4,054 
1,422 
5,476 
(2,967)
(1)
(1,160)
1,348 
UK Corporate
3,000 
1,796 
4,796 
(1,963)
(173)
(767)
1,893 
Wealth
588 
447 
1,035 
(723)
(11)
(18)
283 
International Banking
1,316 
1,961 
3,277 
(1,875)
(5)
(86)
1,311 
Ulster Bank
839 
214 
1,053 
(573)
(2)
(1,161)
(683)
US Retail & Commercial
1,902 
1,160 
3,062 
(2,095)
(99)
(519)
349 
Markets
581 
5,652 
6,233 
(3,328)
(116)
(65)
2,724 
Direct Line Group (1)
381 
4,135 
4,516 
(4,788)
(23)
— 
(295)
Central items
66 
326 
392 
1,094 
(852)
(4)
630 
Core
12,727 
17,113 
29,840 
(17,218)
(1,282)
(3,780)
7,560 
Non-Core
1,473 
1,281 
2,754 
(2,513)
(480)
(5,476)
(5,715)
Managed basis
14,200 
18,394 
32,594 
(19,731)
(1,762)
(9,256)
1,845 
               
Reconciling items
             
Own credit adjustments
— 
242 
242 
— 
— 
— 
242 
Asset Protection Scheme
— 
(1,550)
(1,550)
— 
— 
— 
(1,550)
Amortisation of purchased intangible assets
— 
— 
— 
— 
(369)
— 
(369)
Integration and restructuring costs
— 
— 
— 
(1,012)
(20)
— 
(1,032)
Gain on redemption of own debt
— 
553 
553 
— 
— 
— 
553 
Strategic disposals
— 
171 
171 
— 
— 
— 
171 
Bonus tax
— 
— 
— 
(99)
— 
— 
(99)
Write-down of goodwill and other intangible assets
— 
— 
— 
(10)
— 
— 
(10)
RFS Holdings minority interest
(151)
(142)
(9)
— 
(150)
Statutory basis before the reclassification of the Direct Line Group results to discontinued operations
14,209 
17,659 
31,868 
(20,861)
(2,150)
(9,256)
(399)
Direct Line Group reclassified to discontinued operations (1)
(427)
(4,819)
(5,246)
5,445 
25
21 
245 
Statutory basis
13,782 
12,840 
26,622 
(15,416)
(2,125)
(9,235)
(154)

Note:
(1)
Included within Direct Line Group discontinued operations are the managed basis divisional results of Direct Line Group (DLG), certain DLG related activities in Central items and Non-Core; and related one-off and other items including integration and restructuring costs and strategic disposals. Refer to Note 20 for further information.
 
 
427

 
 
Notes on the consolidated accounts continued

38 Segmental analysis continued

 
2012
 
2011
 
2010
Total income
External 
 £m 
Inter 
segment 
 £m 
Total 
 £m 
 
External 
 £m 
Inter 
segment 
 £m 
Total 
 £m 
 
External 
 £m 
Inter 
segment 
 £m 
Total 
 £m 
UK Retail
5,054 
(85)
4,969 
 
5,550 
(42)
5,508 
 
5,499 
(23)
5,476 
UK Corporate
5,247 
(524)
4,723 
 
5,373 
(510)
4,863 
 
5,251 
(455)
4,796 
Wealth
492 
678 
1,170 
 
492 
612 
1,104 
 
541 
494 
1,035 
International Banking
2,329 
(207)
2,122 
 
2,720 
(165)
2,555 
 
3,629 
(352)
3,277 
Ulster Bank
768 
77 
845 
 
968 
(21)
947 
 
943 
110 
1,053 
US Retail & Commercial
2,966 
125 
3,091 
 
2,842 
195 
3,037 
 
2,783 
279 
3,062 
Markets
3,864 
619 
4,483 
 
4,072 
343 
4,415 
 
5,653 
580 
6,233 
Direct Line Group (1)
3,784 
(67)
3,717 
 
4,133 
(61)
4,072 
 
4,565 
(49)
4,516 
Central items
245 
134 
379 
 
(900)
920 
20 
 
(434)
826 
392 
Core
24,749 
750 
25,499 
 
25,250 
1,271 
26,521 
 
28,430 
1,410 
29,840 
Non-Core
1,104 
(816)
288 
 
2,459 
(1,271)
1,188 
 
4,172 
(1,418)
2,754 
Managed basis
25,853 
(66)
25,787 
 
27,709 
— 
27,709 
 
32,602 
(8)
32,594 
                       
Reconciling items
                     
Own credit adjustments
(4,649)
— 
(4,649)
 
1,914 
— 
1,914 
 
242 
— 
242 
Asset Protection Scheme
(44)
— 
(44)
 
(906)
— 
(906)
 
(1,550)
— 
(1,550)
Integration and restructuring costs
— 
— 
— 
 
(5)
— 
(5)
 
— 
— 
— 
Gain on redemption of own debt
454 
— 
454 
 
255 
— 
255 
 
553 
— 
553 
Strategic disposals
113 
— 
113 
 
(24)
— 
(24)
 
171 
— 
171 
RFS Holdings minority interest
(16)
(2)
(18)
 
(6)
— 
(6)
 
(150)
(142)
Statutory basis before the reclassification of the Direct Line Group results to discontinued operations
21,711 
(68)
21,643 
 
28,937 
— 
28,937 
 
31,868 
— 
31,868 
Direct Line Group reclassified to discontinued operations (1)
(3,770)
68 
(3,702)
 
(4,286)
— 
(4,286)
 
(5,246)
— 
(5,246)
Statutory basis
17,941 
— 
17,941 
 
24,651 
— 
24,651 
 
26,622 
— 
26,622 

Note:
(1)
Included within Direct Line Group discontinued operations are the managed basis divisional results of Direct Line Group (DLG), certain DLG related activities in Central items; and related one-off and other items including write-down of goodwill, integration and restructuring costs and strategic disposals. Refer to Note 20 for further information.
 
 
428

 
 
 
 
2012
 
2011
 
2010
Total revenue
External 
 £m 
Inter 
segment 
£m 
Total 
 £m 
 
External 
 £m 
Inter 
segment 
£m 
Total 
 £m 
 
External 
 £m 
Inter 
segment 
£m 
Total 
 £m 
UK Retail
6,524 
869 
7,393 
 
6,804 
441 
7,245 
 
7,008 
401 
7,409 
UK Corporate
4,933 
121 
5,054 
 
4,985 
120 
5,105 
 
4,870 
134 
5,004 
Wealth
1,043 
839 
1,882 
 
1,026 
731 
1,757 
 
957 
617 
1,574 
International Banking
2,652 
470 
3,122 
 
3,193 
394 
3,587 
 
4,826 
426 
5,252 
Ulster Bank
1,076 
— 
1,076 
 
1,298 
104 
1,402 
 
1,386 
134 
1,520 
US Retail & Commercial
3,411 
133 
3,544 
 
3,479 
205 
3,684 
 
3,795 
291 
4,086 
Markets
5,298 
5,582 
10,880 
 
5,757 
7,025 
12,782 
 
7,297 
6,847 
14,144 
Direct Line Group
4,501 
4,508 
 
4,724 
4,733 
 
5,072 
10 
5,082 
Central items
2,916 
14,142 
17,058 
 
2,942 
13,129 
16,071 
 
2,856 
9,900 
12,756 
Core
32,354 
22,163 
54,517 
 
34,208 
22,158 
56,366 
 
38,067 
18,760 
56,827 
Non-Core
2,164 
815 
2,979 
 
3,959 
378 
4,337 
 
5,555 
1,049 
6,604 
Managed basis
34,518 
22,978 
57,496 
 
38,167 
22,536 
60,703 
 
43,622 
19,809 
63,431 
                       
Reconciling items
                     
Own credit adjustments
(4,649)
— 
(4,649)
 
1,914 
— 
1,914 
 
242 
— 
242 
Asset Protection Scheme
(44)
— 
(44)
 
(906)
— 
(906)
 
(1,550)
— 
(1,550)
Integration and restructuring costs
— 
— 
— 
 
(5)
— 
(5)
 
— 
— 
— 
Gain on redemption of own debt
454 
— 
454 
 
255 
— 
255 
 
553 
— 
553 
Strategic disposals
113 
— 
113 
 
(24)
— 
(24)
 
171 
— 
171 
RFS Holdings minority interest
(2)
— 
(2)
 
(3)
— 
(3)
 
(141)
— 
(141)
Eliminations
— 
(22,972)
(22,972)
 
— 
(22,536)
(22,536)
 
— 
(19,809)
(19,809)
Statutory basis before the reclassification of the Direct Line Group results to discontinued operations
30,390 
30,396 
 
39,398 
— 
39,398 
 
42,897 
— 
42,897 
Direct Line Group reclassified to discontinued operations
(4,487)
(6)
(4,493)
 
(5,052)
— 
(5,052)
 
(5,740)
— 
(5,740)
Statutory basis
25,903 
— 
25,903 
 
34,346 
— 
34,346 
 
37,157 
— 
37,157 
 
 
2012
 
2011
 
2010
Total assets
Assets 
£m 
Liabilities 
 £m 
Costto 
acquirefixed 
assetsand 
intangible 
assets 
£m 
 
Assets 
 £m 
Liabilities 
£m 
Cost to 
 acquire fixed 
 assets and 
 intangible 
 assets 
£m 
 
Assets 
£m 
Liabilities 
£m 
Cost to 
 acquire fixed 
 assets and 
 intangible 
 assets 
 £m 
UK Retail
117,411 
109,307 
— 
 
114,469 
103,748 
— 
 
111,793 
97,164 
— 
UK Corporate
110,158 
129,618 
345 
 
114,237 
129,231 
712 
 
116,999 
126,270 
381 
Wealth
21,486 
39,445 
51 
 
21,718 
39,061 
65 
 
21,073 
37,054 
63 
International Banking
53,091 
52,582 
24 
 
69,987 
68,086 
18 
 
77,937 
67,893 
22 
Ulster Bank
30,754 
28,745 
4
 
34,810 
27,782 
45 
 
40,081 
34,481 
101 
US Retail & Commercial
72,548 
63,096 
308 
 
75,791 
67,329 
271 
 
72,418 
68,474 
197 
Markets
714,303 
694,747 
366 
 
826,947 
835,711 
1,553 
 
746,168 
757,974 
852 
Direct Line Group
12,697 
9,267 
275 
 
12,912 
8,077 
99 
 
12,555 
8,195 
50 
Central items
115,591 
104,609 
991 
 
130,466 
133,048 
960 
 
99,728 
140,070 
632 
Core
1,248,039 
1,231,416 
2,364 
 
1,401,337 
1,412,073 
3,723 
 
1,298,752 
1,337,575 
2,298 
Non-Core
63,418 
9,859 
169 
 
104,726 
18,220 
841 
 
153,882 
38,503 
761 
 
1,311,457 
1,241,275 
2,533 
 
1,506,063 
1,430,293 
4,564 
 
1,452,634 
1,376,078 
3,059 
Reconciling item
                     
RFS Holdings minority interest
838 
572 
— 
 
804 
521 
— 
 
942 
647 
76 
 
1,312,295 
1,241,847 
2,533 
 
1,506,867 
1,430,814 
4,564 
 
1,453,576 
1,376,725 
3,135 
 
 
429

 
 
Notes on the consolidated accounts continued
 

38 Segmental analysis continued
Segmental analysis of assets and liabilities included in disposal groups:
 
2012
 
2011
 
2010
 
Assets 
£m 
Liabilities 
£m 
 
Assets 
£m 
Liabilities 
£m 
 
Assets 
£m 
Liabilities 
£m 
UK Retail
— 
— 
 
7,048 
8,808 
 
— 
— 
UK Corporate
— 
— 
 
11,727 
12,977 
 
— 
— 
International Banking
144 
51 
 
414 
88 
 
251 
549 
Markets
91 
 
17 
29 
 
19 
— 
Direct Line Group
12,697 
9,267 
 
— 
— 
 
— 
— 
Centre
(74)
 
136 
 
— 
— 
Non-Core
576 
808 
 
5,670 
1,779 
 
11,639 
8,404 
RFS Holdings minority interest
579 
41 
 
438 
312 
 
575 
475 
 
14,013 
10,170 
 
25,450 
23,995 
 
12,484 
9,428 

Segmental analysis of goodwill is as follows:
 
 
UK 
Retail 
£m 
  UK 
Corporate 
£m 
Wealth 
£m 
International  Banking 
£m 
US Retail &  Commercial 
£m 
Markets 
£m 
Direct Line  Group 
£m 
Non-Core 
£m 
RFS 
Holdings  minority 
interest 
£m 
Total 
£m 
At 1 January 2010
2,803 
2,963 
788 
1,514 
3,808 
955 
28 
1,403 
14,264 
Disposals
(4)
(81)
(400)
(14)
(1,363)
(1,862)
Currency translation and other adjustments
25 
(22)
172 
— 
— 
(40)
136 
Write-down of goodwill
                   
  - continuing operations
(1)
— 
— 
— 
— 
— 
— 
(1)
  - discontinued operations
(9)
(9)
At 1 January 2011
2,799 
2,882 
812 
1,092 
3,980 
946 
15 
— 
12,528 
Transfers to disposal groups
— 
— 
— 
— 
— 
— 
— 
(15)
— 
(15)
Currency translation and other adjustments
— 
— 
— 
(28)
12 
(1)
— 
— 
(16)
Acquisitions
— 
— 
— 
— 
— 
18 
— 
— 
— 
18 
Write-down of goodwill
                   
  - continuing operations
(20)
(60)
— 
— 
— 
— 
— 
— 
— 
(80)
  - discontinued operations
— 
— 
— 
— 
— 
— 
(11)
— 
— 
(11)
At 1 January 2012
2,779 
2,822 
812 
1,064 
3,992 
21 
934 
— 
— 
12,424 
Transfers to disposal groups
— 
— 
— 
— 
— 
— 
(540)
— 
— 
(540)
Disposals
— 
— 
(9)
— 
— 
— 
— 
— 
— 
(9)
Currency translation and other adjustments
— 
— 
(3)
(24)
(169)
(1)
— 
— 
— 
(197)
Write-down of goodwill
                   
  - continuing operations
— 
— 
— 
— 
— 
(18)
— 
— 
— 
(18)
  - discontinued operations
— 
— 
— 
— 
— 
— 
(394)
— 
— 
(394)
At 31 December 2012
2,779 
2,822 
800 
1,040 
3,823 
— 
— 
— 
11,266 
 
 
430

 
 
 
(b) Geographical segments
The geographical analysis in the tables below has been compiled on the basis of location of office where the transactions are recorded.

2012
UK 
£m 
USA 
 £m 
Europe 
 £m 
RoW 
£m 
Total 
 £m 
Total revenue
12,396 
6,824 
3,790 
2,893 
25,903 
           
Net interest income
8,212 
2,157 
770 
263 
11,402 
Net fees and commissions
2,834 
1,220 
564 
257 
4,875 
Income from trading activities
(314)
1,539 
193 
257 
1,675 
Other operating (loss)/income
(710)
282 
356 
61 
(11)
Total income
10,022 
5,198 
1,883 
838 
17,941 
           
Operating (loss)/profit before tax
(4,559)
1,821 
(2,034)
(393)
(5,165)
Total assets
899,604 
305,588 
47,966 
59,137 
1,312,295 
Of which total assets held for sale
11,638 
291 
1,001 
1,083 
14,013 
Total liabilities
835,268 
288,005 
61,801 
56,773 
1,241,847 
Of which total liabilities held for sale
8,405 
129 
871 
765 
10,170 
Net assets attributable to equity owners and non-controlling interests
64,336 
17,583 
(13,835)
2,364 
70,448 
Contingent liabilities and commitments
105,018 
84,788 
49,341 
8,498 
247,645 
Cost to acquire property, plant and equipment and intangible assets
1,953 
325 
186 
69 
2,533 

2011
         
Total revenue
18,212 
7,271 
5,067 
3,796 
34,346 
           
Net interest income
8,367 
2,430 
962 
544 
12,303 
Net fees and commissions
3,389 
1,365 
244 
419 
5,417 
Income from trading activities
661 
1,318 
508 
214 
2,701 
Other operating income/(loss)
2,950 
219 
1,079 
(18)
4,230 
Total income
15,367 
5,332 
2,793 
1,159 
24,651 
           
Operating profit/(loss) before tax
873 
1,794 
(3,419)
(438)
(1,190)
Total assets
1,007,096 
359,592 
66,239 
73,940 
1,506,867 
Of which total assets held for sale
19,343 
53 
6,011 
43 
25,450 
Total liabilities
936,477 
341,631 
82,059 
70,647 
1,430,814 
Of which total liabilities held for sale
21,903 
104 
1,988 
— 
23,995 
Net assets attributable to equity owners and non-controlling interests
70,619 
17,961 
(15,820)
3,293 
76,053 
Contingent liabilities and commitments
118,702 
95,703 
51,465 
12,949 
278,819 
Cost to acquire property, plant and equipment and intangible assets
2,522 
500 
1,484 
58 
4,564 

2010
         
Total revenue
20,122 
8,332 
5,802 
2,901 
37,157 
           
Net interest income
8,536 
3,128 
1,353 
765 
13,782 
Net fees and commissions
3,582 
1,557 
600 
562 
6,301 
Income from trading activities
2,106 
1,963 
197 
251 
4,517 
Other operating income/(loss)
1,253 
232 
835 
(412)
1,908 
Insurance premium income (net of reinsurers' share)
114 
— 
— 
— 
114 
Total income
15,591 
6,880 
2,985 
1,166 
26,622 
           
Operating profit/(loss) before tax
1,105 
2,091 
(2,448)
(902)
(154)
Total assets
932,917 
341,770 
102,756 
76,133 
1,453,576 
Of which total assets held for sale
2,855 
6,686 
2,943 
— 
12,484 
Total liabilities
860,932 
323,529 
119,946 
72,318 
1,376,725 
Of which total liabilities held for sale
570 
6,938 
1,920 
— 
9,428 
Net assets attributable to equity owners and non-controlling interests
71,985 
18,241 
(17,190)
3,815 
76,851 
Contingent liabilities and commitments
134,983 
98,429 
71,025 
9,894 
314,331 
Cost to acquire property, plant and equipment and intangible assets
1,283 
355 
1,388 
109 
3,135 
 
 
 
431

 

Notes on the consolidated accounts continued
 
 
39 Directors' and key management remuneration

Directors' remuneration
2012 
£000 
2011 
£000 
Non-executive directors - emoluments
1,218 
1,137 
Chairman and executive directors
   
  - emoluments
3,853 
4,671 
  - contributions and allowances in respect of money purchase schemes
408 
403 
 
5,479 
6,211 
  - amounts receivable under long-term incentive plans
1,223 
1,594 
 
6,702 
7,805 

No directors are accruing benefits under defined benefit schemes (2011 - nil). One director is accruing benefits under a money purchase scheme (2011 - one).

The executive directors may participate in the company's long-term incentive plans, executive share option and sharesave schemes and details of their interests in the company's shares arising from their participation are given in the Directors' remuneration report. Details of the remuneration received by each director during the year and each director's pension arrangements are also given in the Directors' remuneration report.

Compensation of key management
The aggregate remuneration of directors and other members of key management during the year was as follows:

 
2012 
£000 
2011 
£000 
Short-term benefits
32,512 
36,371 
Post-employment benefits
699 
3,547 
Share-based payments
24,533 
21,062 
 
57,744 
60,980 

40 Transactions with directors and key management
(a) At 31 December 2012, amounts outstanding in relation to transactions, arrangements and agreements entered into by authorised institutions in the Group, as defined in UK legislation, were £36,915 in respect of loans to six persons who were directors of the company at any time during the financial period.
 
(b) For the purposes of IAS 24 ‘Related Party Disclosures’, key management comprise directors of the company and members of the Group Management Committee. The captions in the Group's primary financial statements include the following amounts attributable, in aggregate, to key management:

 
2012 
£000 
2011 
£000 
Loans and advances to customers
11,748 
19,366 
Customer accounts
36,250 
33,149 

Key management have banking relationships with Group entities which are entered into in the normal course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with other persons of a similar standing or, where applicable, with other employees. These transactions did not involve more than the normal risk of repayment or present other unfavourable features.
 
 
 
432

 
 
 
41 Related parties
UK Government
On 1 December 2008, the UK Government through HM Treasury became the ultimate controlling party of The Royal Bank of Scotland Group plc. The UK Government's shareholding is managed by UK Financial Investments Limited, a company wholly owned by the UK Government. As a result, the UK Government and UK Government controlled bodies became related parties of the Group.

The Group enters into transactions with many of these bodies on an arm’s length basis. The principal transactions during 2012, 2011 and 2010 were: the Asset Protection Scheme, Bank of England facilities and the issue of debt guaranteed by the UK Government discussed below. In addition, the redemption of non-cumulative sterling preference shares and the placing and open offer in April 2009 was underwritten by HM Treasury and, in December 2009, B shares were issued to HM Treasury and a contingent capital agreement concluded with HM Treasury (see Note 26). Other transactions include the payment of: taxes principally UK corporation tax (page 346) and value added tax; national insurance contributions; local authority rates; and regulatory fees and levies (including the bank levy (page 335) and FSCS levies (page 414)); together with banking transactions such as loans and deposits undertaken in the normal course of banker-customer relationships.

Asset Protection Scheme
On 22 December 2009, the Group entered into an agreement, the Asset Protection Scheme (APS), with HM Treasury acting on behalf of the UK Government, under which the Group purchased credit protection which, subject to a first loss of £60 billion, covered 90% of losses net of recoveries in a portfolio of specified assets and exposures (covered assets) from HM Treasury. The portfolio of covered assets had a par value of approximately £282 billion. On 18 October 2012, the Group exited the APS.

The Group paid APS premiums totalling £2,500 million (2012 - £275 million; 2011 - £125 million; 2010 - £700 million; 2009 - £1,400 million).

The APS contract was accounted for as a derivative financial instrument, recognised at fair value (2011 - liability £231 million; 2010 - asset £550 million) and included within the Derivative liability/asset balance sheet caption. Changes in fair value of £44 million (2011 - £906 million; 2010 - £1,550 million) were recognised in profit or loss within Income from trading activities.

There was no change in the recognition and measurement of the covered assets as a result of the APS.

In connection with its participation in the APS, the Group agreed to a number of behavioural commitments in respect of lending for businesses in the UK and personal current accounts in the UK. These commitments ran for two years and were completed by the end of February 2011.

Bank of England facilities
The Group also participates in a number of schemes operated by the Bank of England available to eligible banks and building societies.

·
Open market operations - these provide market participants with funding at market rates on a tender basis in the form of short and long-term repos on a wide range of collateral and outright purchases of high-quality bonds to enable them to meet the reserves that they must hold at the Bank of England.

·
The special liquidity scheme - this was launched in April 2008 to allow financial institutions to swap temporarily illiquid assets for treasury bills, with fees charged based on the spread between 3-month LIBOR and the 3-month gilt repo rate. The scheme officially closed on 30 January 2012.

At 31 December 2012, the Group had no amounts outstanding under these facilities (2011 - nil; 2010 - £16.1 billion).

Members of the Group that are UK authorised institutions are required to maintain non-interest bearing (cash ratio) deposits with the Bank of England amounting to 0.11% of their eligible liabilities. They also have access to Bank of England reserve accounts: sterling current accounts that earn interest at the Bank of England Rate.

Government credit and asset-backed securities guarantee schemes
These schemes guarantee eligible debt issued by qualifying institutions for a fee. The fee, payable to HM Treasury is based on a per annum rate of 25 (asset-backed securities guarantee scheme) and 50 (credit guarantee scheme) basis points plus 100% of the institution's median five-year credit default swap spread during the twelve months to 1 July 2008. The asset-backed securities scheme closed to new issuance on 31 December 2009 and the credit guarantee scheme on 28 February 2010.

At 31 December 2012, the Group had no debt outstanding guaranteed by the Government (2011 - £21.3 billion; 2010 - £41.5 billion).
 

 
 
433

 
 
Notes on the consolidated accounts continued

 
41 Related parties continued
National Loan Guarantee Scheme
The Group participated in the National Loan Guarantee Scheme (NLGS), providing loans and facilities to eligible customers at a discount of one percent. It did not issue any guaranteed debt under the scheme and consequently, it was not committed to providing a particular volume of reduced rate facilities. Lending under the scheme, amounting to £898 million at 31 December 2012, is accounted for in accordance with the Group’s accounting policy for loans and receivables. The NLGS was superseded by the Funding for Lending Scheme.

The Funding for Lending Scheme
The Funding for Lending Scheme was launched in July 2012. Under the scheme UK banks and building societies are able to borrow UK treasury bills from the Bank of England in exchange for eligible collateral during the drawdown period (1 August 2012 to 31 January 2014). Borrowing is limited to 5% of the participant’s stock of loans to the UK non-financial sector as at 30 June 2012, plus any expansion in lending from that date to the end of 2013. Eligible collateral comprises all collateral eligible for the Bank of England’s discount window facility. The term of each transaction is four years from the date of drawdown. The price for borrowing UK treasury bills under the scheme depends on the participant’s net lending to the UK non-financial sector between 30 June 2012 and the end of 2013. If lending is maintained or expanded over that period, the fee is 0.25% per year on the amount borrowed. If lending declines, the fee increases by 0.25% for each 1% fall in lending, up to a maximum fee of 1.5%. As at 31 December 2012, the Group had borrowed UK treasury bills with a fair value of £749 million under the scheme.

Other related parties
(a)
In their roles as providers of finance, Group companies provide development and other types of capital support to businesses. These investments are made in the normal course of business and on arm's length terms. In some instances, the investment may extend to ownership or control over 20% or more of the voting rights of the investee company. However, these investments are not considered to give rise to transactions of a materiality requiring disclosure under IAS 24.

(b)
The Group recharges The Royal Bank of Scotland Group Pension Fund with the cost of administration services incurred by it. The amounts involved are not material to the Group.

(c)
In accordance with IAS 24, transactions or balances between Group entities that have been eliminated on consolidation are not reported.

(d)
The captions in the primary financial statements of the parent company include amounts attributable to subsidiaries. These amounts have been disclosed in aggregate in the relevant notes to the financial statements.

42 Post balance sheet events
There have been no significant events between the year end and the date of approval of these accounts which would require a change to or disclosure in the accounts.
 

 
 
434

 


43 Consolidating financial information
The Royal Bank of Scotland plc ('RBS plc') is a wholly owned subsidiary of The Royal Bank of Scotland Group plc ('RBSG plc') and is able to offer and sell certain securities in the US from time to time pursuant to a registration statement on Form F-3 filed with the SEC with a full and unconditional guarantee from RBSG plc.

RBS plc utilises an exception provided in Rule 3-10 of Regulation S-X, and therefore does not file its financial statements with the SEC.  In accordance with the requirements to qualify for the exception, presented below is condensed consolidating financial information for:

·
RBSG plc on a stand-alone basis as guarantor;
·
RBS plc on a stand-alone basis as issuer;
·
Non-guarantor Subsidiaries of RBSG plc and RBS plc on a combined basis ('Subsidiaries');
·
Consolidation adjustments; and
·
RBSG plc consolidated amounts ('RBSG Group').

Under IAS 27, RBSG plc and RBS plc account for investments in their subsidiary undertakings at cost less impairment. Rule 3-10 of Regulation S-X requires a company to account for its investments in subsidiary undertakings using the equity method, which would increase/(decrease) the results for the period of RBSG plc and RBS plc in the information below by £(4,999) million and £(3,009) million respectively for the year ended 31 December 2012 (£(1,890) million and £(2,699) million for the year ended 31 December 2011; £3,553 million and £(699) million for the year ended 31 December 2010).

The net assets of RBSG plc and RBS plc in the information below would also be increased by £9,156 million and £1,178 million respectively at 31 December 2012 (£15,430 million and £6,389 million at 31 December 2011; £15,908 million and £9,466 million at 31 December 2010).

The amounts in the tables below do not include amounts attributable to non-controlling interests.

Income statement
 
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
 
For the year ended 31 December 2012
Net interest income
390 
4,038 
6,816 
158 
11,402 
Non-interest income
2,263 
5,830 
2,391 
(3,945)
6,539 
Total income
2,653 
9,868 
9,207 
(3,787)
17,941 
Operating expenses
12 
(9,144)
(9,116)
421 
(17,827)
Impairment losses
(3,194)
(1,548)
(1,825)
1,288 
(5,279)
Operating loss before tax
(529)
(824)
(1,734)
(2,078)
(5,165)
Tax
(155)
38 
(448)
96 
(469)
Loss from continuing operations
(684)
(786)
(2,182)
(1,982)
(5,634)
Profit/(Loss) from discontinued operations, net of tax
— 
— 
222 
(394)
(172)
Loss for the year
(684)
(786)
(1,960)
(2,376)
(5,806)

Statement of comprehensive income
For the year ended 31 December 2012
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
Loss for the year
(684)
(786)
(1,960)
(2,376)
(5,806)
Other comprehensive loss/(income)
         
Available-for-sale financial assets
— 
(693)
516 
822 
645 
Cash flow hedges
— 
554 
240 
212 
1,006 
Currency translation
— 
11 
(394)
(517)
(900)
Actuarial losses on defined benefit plans
— 
(120)
(185)
(1,965)
(2,270)
Other comprehensive (loss)/income before tax
— 
(248)
177 
(1,448)
(1,519)
Tax (charge)/credit
— 
142 
(15)
101 
228 
Other comprehensive (loss)/income after tax
— 
(106)
162 
(1,347)
(1,291)
Total comprehensive (loss)/income for the year
(684)
(892)
(1,798)
(3,723)
(7,097)
           
Total comprehensive (loss)/income is attributable to:
         
Non-controlling interests
— 
— 
(2)
(114)
(116)
Preference shareholders
273 
58 
— 
(58)
273 
Paid-in equity holders
15 
— 
— 
— 
15 
Ordinary and B shareholders
(972)
(950)
(1,796)
(3,551)
(7,269)
 
(684)
(892)
(1,798)
(3,723)
(7,097)
 
 
 
435

 

Notes on the consolidated accounts continued
 
 
Income statement
 
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
 
For the year ended 31 December 2011
Net interest income
514 
3,473 
8,219 
97 
12,303 
Non-interest income
(566)
8,122 
6,074 
(1,282)
12,348 
Total income
(52)
11,595 
14,293 
(1,185)
24,651 
Operating expenses
18 
(8,195)
(9,192)
235 
(17,134)
Impairment losses
— 
(1,533)
(7,184)
10 
(8,707)
Operating (loss)/profit before tax
(34)
1,867 
(2,083)
(940)
(1,190)
Tax
(73)
(755)
(319)
20 
(1,127)
Loss/(profit) from continuing operations
(107)
1,112 
(2,402)
(920)
(2,317)
Profit from discontinued operations, net of tax
— 
— 
348 
— 
348 
(Loss)/profit for the year
(107)
1,112 
(2,054)
(920)
(1,969)

Statement of comprehensive income
For the year ended 31 December 2011
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
(Loss)/profit for the year
(107)
1,112 
(2,054)
(920)
(1,969)
Other comprehensive income/(loss)
         
Available-for-sale financial assets
— 
1,560 
541 
157 
2,258 
Cash flow hedges
— 
1,083 
333 
1,424 
Currency translation
— 
15 
(1,385)
930 
(440)
Actuarial losses on defined benefit plans
— 
(3)
(188)
(390)
(581)
Other comprehensive income/(loss) before tax
— 
2,655 
(699)
705 
2,661 
Tax (charge)/credit
— 
(628)
(1,090)
246 
(1,472)
Other comprehensive income/(loss) after tax
— 
2,027 
(1,789)
951 
1,189 
Total comprehensive (loss)/income for the year
(107)
3,139 
(3,843)
31 
(780)
           
Total comprehensive (loss)/income is attributable to:
         
Non-controlling interests
— 
— 
(5)
(19)
(24)
Preference shareholders
— 
58 
— 
(58)
— 
Ordinary and B shareholders
(107)
3,081 
(3,838)
108 
(756)
 
(107)
3,139 
(3,843)
31 
(780)
 

 
 
436

 


Income statement
 
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
 
For the year ended 31 December 2010
Net interest income
426 
3,980 
9,631 
(255)
13,782 
Non-interest income
(4,894)
7,658 
6,085 
3,991 
12,840 
Total income
(4,468)
11,638 
15,716 
3,736 
26,622 
           
Operating expenses
(3)
(7,683)
(10,194)
424 
(17,456)
Insurance net claims
— 
— 
(85)
— 
(85)
Impairment losses
— 
(3,571)
(6,613)
949 
(9,235)
Operating (loss)/profit before tax
(4,471)
384 
(1,176)
5,109 
(154)
Tax
(83)
(598)
(28)
(703)
Loss from continuing operations
(4,554)
(214)
(1,170)
5,081 
(857)
Profit from discontinued operations, net of tax
— 
— 
(769)
(40)
(809)
Loss for the year
(4,554)
(214)
(1,939)
5,041 
(1,666)

Consolidated statement of comprehensive income
For the year ended 31 December 2010
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
(Loss)/profit for the year
(4,554)
(214)
(1,939)
5,041 
(1,666)
Other comprehensive income/(loss)
         
Available-for-sale financial assets
— 
1,456 
(1,786)
(59)
(389)
Cash flow hedges
(195)
1,708 
(60)
1,454 
Currency translation
— 
(12)
267 
(174)
81 
Actuarial losses on defined benefit plans
— 
— 
(53)
211 
158 
Other comprehensive income/(loss) before tax
1,249 
136 
(82)
1,304 
Tax (charge)/credit
— 
(338)
(25)
54 
(309)
Other comprehensive income/(loss) after tax
911 
111 
(28)
995 
Total comprehensive (loss)/income for the year
(4,553)
697 
(1,828)
5,013 
(671)
           
Total comprehensive (loss)/income is attributable to:
         
Non-controlling interests
— 
— 
100 
(297)
(197)
Preference shareholders
105 
60 
— 
(60)
105 
Paid-in equity holders
19 
— 
— 
— 
19 
Ordinary and B shareholders
(4,677)
637 
(1,928)
5,370 
(598)
 
(4,553)
697 
(1,828)
5,013 
(671)
 

 
 
437

 
 
Notes on the consolidated accounts continued

 
Balance sheet
 
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
 
At 31 December 2012
Assets
         
Cash and balances at central banks
— 
70,374 
8,916 
— 
79,290 
Loans and advances to banks
24,066 
109,571 
229,459 
(299,145)
63,951 
Loans and advances to customers
1,266 
271,549 
283,552 
(56,232)
500,135 
Debt securities
1,522 
122,447 
72,097 
(38,628)
157,438 
Equity shares
— 
12,766 
3,240 
(774)
15,232 
Investments in Group undertakings
54,995 
40,262 
12,081 
(107,338)
— 
Settlement balances
— 
3,090 
2,709 
(58)
5,741 
Derivatives
511 
449,838 
15,828 
(24,274)
441,903 
Intangible assets
— 
1,033 
6,367 
6,145 
13,545 
Property, plant and equipment
— 
2,430 
7,345 
9
9,784 
Deferred tax
— 
2,878 
763 
(198)
3,443 
Prepayments, accrued income and other assets
20 
4,433 
5,834 
(2,467)
7,820 
Assets of disposals groups
— 
— 
13,755 
258 
14,013 
Total assets
82,380 
1,090,671 
661,946 
(522,702)
1,312,295 
           
Liabilities
         
Deposits by banks
1,455 
209,583 
143,259 
(252,892)
101,405 
Customer accounts
838 
256,334 
354,409 
(90,302)
521,279 
Debt securities in issue
9,310 
71,494 
48,693 
(34,905)
94,592 
Settlement balances
— 
2,878 
3,025 
(25)
5,878 
Short positions
— 
14,074 
14,208 
(691)
27,591 
Derivatives
7
439,152 
19,448 
(24,274)
434,333 
Accruals, deferred income and other liabilities
491 
7,355 
842 
6,113 
14,801 
Retirement benefit liabilities
— 
56 
347 
3,481 
3,884 
Deferred tax
— 
— 
2,175 
(1,034)
1,141 
Subordinated liabilities
11,305 
31,635 
9,363 
(25,530)
26,773 
Liabilities of disposal groups
— 
— 
10,167 
3
10,170 
Total liabilities
23,406 
1,032,561 
605,936 
(420,056)
1,241,847 
           
Non-controlling interests
— 
— 
1,476 
842 
2,318
Owners’ equity
58,974 
58,110 
54,534 
(103,488)
68,130
Total equity
58,974 
58,110 
56,010 
(102,646)
70,448 
Total liabilities and equity
82,380 
1,090,671 
661,946 
(522,702)
1,312,295 
 

 
 
438

 


 
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
 
At 31 December 2011
Assets
         
Cash and balances at central banks
— 
64,261 
15,008 
— 
79,269 
Loans and advances to banks
18,368 
109,040 
352,420 
(396,518)
83,310 
Loans and advances to customers
4,056 
351,123 
316,881 
(156,454)
515,606 
Debt securities
1,568 
181,460 
102,311 
(76,259)
209,080 
Equity shares
— 
10,486 
5,478 
(781)
15,183 
Investments in Group undertakings
53,871 
32,164 
12,107 
(98,142)
— 
Settlement balances
— 
4,059 
3,713 
(1)
7,771 
Derivatives
1,502 
537,297 
24,781 
(33,962)
529,618 
Intangible assets
— 
876 
7,251 
6,731 
14,858 
Property, plant and equipment
— 
2,244 
9,629 
(5)
11,868 
Deferred tax
2,584 
1,115 
178 
3,878 
Prepayments, accrued income and other assets
24 
5,338 
8,046 
(2,432)
10,976 
Assets of disposals groups
— 
18,715 
6,709 
26 
25,450 
Total assets
79,390 
1,319,647 
865,449 
(757,619)
1,506,867 
           
Liabilities
         
Deposits by banks
1,091 
234,297 
235,983 
(362,567)
108,804 
Customer accounts
977 
296,902 
376,643 
(171,567)
502,955 
Debt securities in issue
8,373 
114,524 
113,307 
(73,583)
162,621 
Settlement balances
— 
3,517 
3,960 
— 
7,477 
Short positions
— 
24,858 
16,950 
(769)
41,039 
Derivatives
79 
530,855 
27,011 
(33,962)
523,983 
Accruals, deferred income and other liabilities
704 
8,840 
14,862 
(1,281)
23,125 
Retirement benefit liabilities
— 
25 
423 
1,791 
2,239 
Deferred tax
— 
— 
2,381 
(436)
1,945 
Insurance liabilities
— 
— 
6,347 
(35)
6,312 
Subordinated liabilities
8,777 
30,014 
9,393 
(21,865)
26,319 
Liabilities of disposal groups
— 
20,478 
3,517 
— 
23,995 
Total liabilities
20,001 
1,264,310 
810,777 
(664,274)
1,430,814 
           
Non-controlling interests
— 
— 
1,570 
(336)
1,234 
Owners’ equity
59,389 
55,337 
53,102 
(93,009)
74,819 
Total equity
59,389 
55,337 
54,672 
(93,345)
76,053 
Total liabilities and equity
79,390 
1,319,647 
865,449 
(757,619)
1,506,867 
 

 
 
439

 
 
Notes on the consolidated accounts continued
 

 
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
 
At 31 December 2010
Assets
         
Cash and balances at central banks
— 
44,921 
12,093 
— 
57,014 
Loans and advances to banks
19,535 
100,965 
343,198 
(363,180)
100,518 
Loans and advances to customers
6,689 
349,179 
340,881 
(141,489)
555,260 
Debt securities
1,454 
189,208 
106,684 
(79,866)
217,480 
Equity shares
— 
1,016 
21,982 
(800)
22,198 
Investments in Group undertakings
49,125 
27,504 
12,119 
(88,748)
— 
Settlement balances
— 
3,529 
8,068 
11,605 
Derivatives
1,475 
432,812 
35,230 
(42,440)
427,077 
Intangible assets
— 
443 
7,060 
6,945 
14,448 
Property, plant and equipment
— 
2,301 
14,247 
(5)
16,543 
Deferred tax
794 
5,161 
416 
6,373 
Prepayments, accrued income and other assets
28 
4,760 
9,696 
(1,908)
12,576 
Assets of disposals groups
— 
4,765 
7,719 
— 
12,484 
Total assets
78,308 
1,162,197 
924,138 
(711,067)
1,453,576 
           
Liabilities
         
Deposits by banks
— 
197,973 
207,685 
(306,868)
98,790 
Customer accounts
1,029 
295,358 
392,733 
(178,427)
510,693 
Debt securities in issue
8,742 
128,073 
161,006 
(79,449)
218,372 
Settlement balances
— 
3,343 
7,648 
— 
10,991 
Short positions
— 
25,687 
17,862 
(431)
43,118 
Derivatives
231 
424,503 
41,673 
(42,440)
423,967 
Accruals, deferred income and other liabilities
1,034 
8,058 
14,603 
(606)
23,089 
Retirement benefit liabilities
— 
23 
796 
1,469 
2,288 
Deferred tax
— 
— 
2,415 
(273)
2,142 
Insurance liabilities
— 
— 
6,829 
(35)
6,794 
Subordinated liabilities
8,048 
29,299 
9,932 
(20,226)
27,053 
Liabilities of disposal groups
— 
2,336 
7,092 
— 
9,428 
Total liabilities
19,084 
1,114,653 
870,274 
(627,286)
1,376,725 
           
Non-controlling interests
— 
— 
1,616 
103 
1,719 
Owners’ equity
59,224 
47,544 
52,248 
(83,884)
75,132 
Total equity
59,224 
47,544 
53,864 
(83,781)
76,851 
Total liabilities and equity
78,308 
1,162,197 
924,138 
(711,067)
1,453,576 
 

 
 
440

 

Cash flow statement
 
RBSG 
plc 
£m 
RBS 
plc 
£m 
 
Subsidiaries 
£m 
Consolidation 
Adjustments 
£m 
RBSG 
Group 
£m 
 
For the year ended 31 December 2012
Net cash flows from operating activities
(984)
(50,033)
(32,975) 38,879
(45,113)
Net cash flows from investing activities
(2,008)
49,347 
(22,387) 2,223
27,175 
Net cash flows from financing activities
2,156 
4,535 
(2,898) (1,776)
2,017 
Effects of exchange rate changes on cash and cash equivalents
(50)
(2,938)
(1,708) 803
(3,893)
Net (decrease)/increase in cash and cash equivalents
(886)
911 
(59,968) 40,129
(19,814)
Cash and cash equivalents at 1 January 2012
1,883 
125,332 
185,013 (159,573)
152,655 
Cash and cash equivalents at 31 December 2012
997 
126,243 
125,045 (119,444)
132,841 
           
For the year ended 31 December 2011
         
Net cash flows from operating activities
3,815 
2,084 
23,256 
(25,830)
3,325 
Net cash flows from investing activities
(4,568)
5,933 
(3,534)
2,183 
14 
Net cash flows from financing activities
334 
4,258 
(3,502)
(2,831)
(1,741)
Effects of exchange rate changes on cash and cash equivalents
(55)
(1,322)
(491)
395 
(1,473)
Net (decrease)/increase in cash and cash equivalents
(474)
10,953 
15,729 
(26,083)
125 
Cash and cash equivalents at 1 January 2011
2,357 
114,379 
169,284 
(133,490)
152,530 
Cash and cash equivalents at 31 December 2011
1,883 
125,332 
185,013 
(159,573)
152,655 

For the year ended 31 December 2010
         
Net cash flows from operating activities
(9,038)
29,444 
6,381 
(7,496)
19,291 
Net cash flows from investing activities
(1,878)
5,646 
362 
(779)
3,351 
Net cash flows from financing activities
(3,180)
252 
(13,133)
1,681 
(14,380)
Effects of exchange rate changes on cash and cash equivalents
321 
761 
(1,005)
82 
Net (decrease)/increase in cash and cash equivalents
(14,091)
35,663 
(5,629)
(7,599)
8,344 
Cash and cash equivalents at 1 January 2010
16,448 
78,716 
174,913 
(125,891)
144,186 
Cash and cash equivalents at 31 December 2010
2,357
114,379 
169,284 
(133,490)
152,530 
 

 
 
441

 
Additional information
 
 
443
Financial summary
453
Exchange rates
454
Economic and monetary environment
455
Supervision
456
Description of property and equipment
456
Major shareholders
456
Material contracts
458
ADR payment information
459
Risk factors
472
Iran sanctions and related disclosures
 
 
 
442

 
 
Financial summary
The Group's financial statements are prepared in accordance with IFRS. Selected data under IFRS for each of the five years ended 31 December 2012 are presented below.

Summary consolidated income statement
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Net interest income
11,402 
12,303 
13,782 
12,928 
14,847 
Non-interest income (1,2,3)
6,539 
12,348 
12,840 
14,650 
330 
Total income
17,941 
24,651 
26,622 
27,578 
15,177 
Operating expenses (4,5,6,7,8)
(17,827)
(17,134)
(17,456)
(16,569)
(34,051)
Profit/(loss) before insurance net claims and impairment losses
114 
7,517 
9,166 
11,009 
(18,874)
Insurance net claims
— 
— 
(85)
(134)
(184)
Impairment losses (9)
(5,279)
(8,707)
(9,235)
(13,891)
(7,397)
Operating loss before tax
(5,165)
(1,190)
(154)
(3,016)
(26,455)
Tax (charge)/credit
(469)
(1,127)
(703)
490 
2,388 
Loss from continuing operations
(5,634)
(2,317)
(857)
(2,526)
(24,067)
(Loss)/profit from discontinued operations, net of tax
(172)
348 
(809)
203 
(10,475)
Loss for the year
(5,806)
(1,969)
(1,666)
(2,323)
(34,542)
           
Loss attributable to:
         
Non-controlling interests
(123)
28 
(665)
349 
(10,832)
Preference shareholders
273 
— 
105 
878 
536 
Paid-in equity holders
15 
— 
19 
57 
60 
Ordinary and B shareholders
(5,971)
(1,997)
(1,125)
(3,607)
(24,306)

Notes:
(1)
Includes profit on strategic disposals of £113 million (2011 - £24 million loss; 2010 - £171 million profit; 2009 - £82 million loss; 2008 - £442 million profit).
(2)
Includes gain on redemption of own debt of £454 million (2011 - £255 million; 2010 - £553 million; 2009 - £3,790 million).
(3)
Includes own credit adjustments of £4,649 million loss (2011 - £1,914 million gain; 2010 - £242 million gain; 2009 - £97 million loss; 2008 - £1,232 million gain).
(4)
Includes Payment Protection Insurance costs of £1,110 million (2011 - £850 million), Interest Rate Hedging Products redress and related costs of £700 million and regulatory fines of £381 million.
(5)
Includes integration and restructuring costs of £1,415 million (2011 - £1,021 million; 2010 - £1,012 million; 2009 - £1,276 million; 2008 - £1,348 million).
(6)
Includes amortisation of purchased intangible assets of £177 million (2011 - £222 million; 2010 - £369 million; 2009 - £272 million; 2008 - £443 million).
(7)
Includes write-down of goodwill and other intangible assets of £124 million (2011 - £80 million; 2010 - £1 million; 2009 - £296 million; 2008 - £16,869 million).
(8)
Includes gains on pensions curtailment of £2,148 million in 2009.
(9)
Includes sovereign debt impairment of £1,099 million and related interest rate hedge adjustments of £169 million in 2011.


Summary consolidated balance sheet
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Loans and advances
564,086 
598,916 
655,778 
820,146 
1,012,919 
Debt securities and equity shares
172,670 
224,263 
239,678 
286,782 
293,879 
Derivatives and settlement balances
447,644 
537,389 
438,682 
453,487 
1,010,391 
Other assets
127,895 
146,299 
119,438 
136,071 
84,463 
Total assets
1,312,295 
1,506,867 
1,453,576 
1,696,486 
2,401,652 
           
Owners' equity
68,130 
74,819 
75,132 
77,736 
58,879 
Non-controlling interests
2,318 
1,234 
1,719 
16,895 
21,619 
Subordinated liabilities
26,773 
26,319 
27,053 
37,652 
49,154 
Deposits
622,684 
611,759 
609,483 
756,346 
897,556 
Derivatives, settlement balances and short positions
467,802 
572,499 
478,076 
475,017 
1,025,641 
Other liabilities
124,588 
220,237 
262,113 
332,840 
348,803 
Total liabilities and equity
1,312,295 
1,506,867 
1,453,576 
1,696,486 
2,401,652 

 
443

 
 
Additional information continued


Other financial data
2012 
2011 
2010 
2009 
2008 
Loss per ordinary and B share from continuing operations - pence (1)
(53.7)
(21.3)
(2.9)
(57.2)
(1,429.8)
Diluted loss per ordinary and B share from continuing operations - pence (1,2)
(53.7)
(21.3)
(2.9)
(57.2)
(1,429.8)
Dividends per ordinary share - pence (1)
— 
— 
— 
— 
19.3 
Share price per ordinary share at year end - £
3.25 
2.02 
3.91 
2.92 
4.94 
Market capitalisation at year end - £bn
36.3 
22.3 
42.8 
31.
19.5 
Net asset value per ordinary and B share - £
5.67 
6.36 
6.43 
6.51 
11.54 
Return on average total assets (3)
(0.42%)
(0.13%)
(0.07%)
(0.18%)
(1.19%)
Return on average owners equity (5)
(7.8%)
(2.7%)
(1.3%)
(4.8%)
(40.6%)
Return on average ordinary and B shareholders' equity (4)
(8.9%)
(2.9%)
(0.7%)
(7.2%)
(50.1%)
Average owners' equity as a percentage of average total assets
5.1% 
4.9% 
4.6% 
2.8% 
2.9% 
Risk asset ratio - Tier 1
12.4% 
13.0% 
12.9% 
14.1% 
10.0% 
Risk asset ratio - Total
14.5% 
13.8% 
14.0% 
16.1% 
14.1% 
Ratio of earnings to combined fixed charges and preference share dividends (6,7)
         
  - including interest on deposits
0.29 
0.87 
0.97 
0.73 
0.02 
  - excluding interest on deposits
(2.94)
(0.17)
0.67 
(0.44)
(8.06)
Ratio of earnings to fixed charges only (6,7)
         
  - including interest on deposits
0.30 
0.87 
0.98 
0.78 
0.02 
  - excluding interest on deposits
(3.71)
(0.17)
0.78 
(0.66)
(10.06)
 
Notes:
(1)
The number of ordinary shares in issue in prior years has been restated for the effect of the ordinary share sub-division and consolidated in June 2012. The number of ordinary shares in issue in 2008 were adjusted retrospectively for the bonus element of the rights issue completed in June 2008 and the capitalisation issue in September 2008.
(2)
None of the convertible securities had a dilutive effect in 2012, 2011, 2010, 2009 or 2008.
(3)
Return on average total assets represents (loss)/profit attributable to ordinary and B shareholders as a percentage of average total assets.
(4)
Return on average ordinary and B shareholders' equity represents (loss)/profit attributable to ordinary and B shareholders expressed as a percentage of average ordinary and B shareholders' equity.
(5)
Return on average owners equity represents (loss)/proft attributable to equity owners expressed as a percentage of average owners’ equity.
(6)
For this purpose, earnings consist of income before tax and non-controlling interests, plus fixed charges less the unremitted income of associated undertakings (share of profits less dividends received). Fixed charges consist of total interest expense, including or excluding interest on deposits and debt securities in issue, as appropriate, and the proportion of rental expense deemed representative of the interest factor (one third of total rental expenses).
(7)
The earnings for the year ended 31 December 2012 and for the years ended 31 December 2011, 2010, 2009 and 2008, were inadequate to cover total fixed charges and preference share dividends. The coverage deficiency for total fixed charges and preference share dividends for the year ended 31 December 2012 was £5,453 million and for the years ended 31 December 2011, 2010, 2009 and 2008 were £1,190 million, £278 million, £3,951 million and £27,051 million, respectively. The coverage deficiency for fixed charges only for the year ended 31 December 2012 was £5,165 million and for the years ended 31 December 2011, 2010, 2009 and 2008 were £1,190 million, £154 million, £3,016 million and £26,455 million, respectively.

 
444

 

Financial summary continued
Analysis of loans and advances to customers
The following table analyses loans and advances to customers before impairment provisions by remaining maturity, geographical area and type of customer.

 
Within 
1 year 
£m 
After 1 year 
but within 
5 years 
£m 
After 
5 years 
£m 
2012 
Total 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
UK
               
Central and local government
1,636 
12 
1,852 
3,500 
4,617 
3,919 
3,174 
3,091 
Finance
7,399 
3,874 
2,451 
13,724 
39,158 
38,975 
36,283 
42,432 
Residential mortgages
2,612 
6,463 
100,117 
109,192 
100,376 
101,157 
92,583 
80,967 
Personal lending
12,957 
4,906 
1,823 
19,686 
19,802 
23,236 
25,254 
26,989 
Property
16,957 
15,606 
12,584 
45,147 
35,654 
41,957 
48,895 
52,127 
Construction
3,606 
1,279 
641 
5,526 
5,004 
6,340 
7,780 
10,171 
Manufacturing
5,730 
2,587 
1,038 
9,355 
7,083 
9,111 
11,432 
15,074 
Service industries and business activities
17,372 
17,289 
15,339 
50,000 
35,364 
45,685 
51,855 
58,638 
Agriculture, forestry and fishing
947 
531 
1,221 
2,699 
2,505 
2,758 
2,913 
2,972 
Finance leases and instalment credit
2,867 
4,451 
3,198 
10,516 
11,216 
13,374 
16,186 
17,363 
Accrued interest
305 
26 
34 
365 
423 
558 
992 
2,463 
Total domestic
72,388 
57,024 
140,298 
269,710 
261,202 
287,070 
297,347 
312,287 
Overseas residents
74,159 
7,776 
2,832 
84,767 
89,943 
87,750 
89,891 
119,656 
Total UK offices
146,547 
64,800 
143,130 
354,477 
351,145 
374,820 
387,238 
431,943 
                 
Overseas
               
US
33,854 
31,290 
21,164 
86,308 
90,331 
90,753 
93,569 
126,277 
Rest of the World
38,587 
15,981 
25,918 
80,486 
93,890 
107,742 
264,712 
327,391 
Total Overseas offices
72,441 
47,271 
47,082 
166,794 
184,221 
198,495 
358,281 
453,668 
Loans and advances to customers - gross
218,988 
112,071 
190,212 
521,271 
535,366 
573,315 
745,519 
885,611 
Loan impairment provisions
     
(21,136)
(19,760)
(18,055)
(17,126)
(10,889)
Loans and advances to customers - net
     
500,135 
515,606 
555,260 
728,393 
874,722 
                 
Fixed rate
37,374 
22,437 
64,130 
123,941 
88,429 
95,000 
223,902 
168,982 
Variable rate
111,567 
89,634 
126,082 
327,283 
385,443 
425,803 
480,577 
677,316 
Reverse repos
70,047 
— 
— 
70,047 
61,494 
52,512 
41,040 
39,313 
Loans and advances to customers – gross
218,988 
112,071 
190,212 
521,271 
535,366 
573,315 
745,519 
885,611 

The Group provides credit facilities at variable rates to its corporate and retail customers. Variable rate credit extended to the Group’s corporate and commercial customers includes bullet and instalment loans, finance lease agreements and overdrafts; interest is generally charged at a margin over a bench mark rate such as LIBOR or base rate. Interest on variable rate retail loans may also be based on LIBOR or base rate; other variable rate retail lending is charged at variable interest rates set by the Group such as its mortgage standard variable rate in the UK.

The scheduled repayments for retail loans generally include an amortisation of principal. However, the Group has a portfolio of interest only loans including mortgages linked to endowment policies and to personal equity plans, individual savings accounts and personal pension arrangements. From December 2012, the Royal Bank and NatWest no longer offer interest only residential mortgages: buy-to-let interest only mortgages are still available. The Ulster Bank Group and Coutts continue to offer their high net worth customers interest only mortgages. In the US, Citizens Financial Group provides its customers with mortgages, home equity lines of credit and student loans with flexible payment schedules including interest only periods. The Group also offers interest only personal loans. As discussed on page 135, as part of its retail forbearance programmes the Group may agree conversions to interest only. Interest only retail loans at 31 December 2012 amounted to £60.0 billion. Included within this total are £8.8 billion of mortgages which are on mixed repayments, split between interest only and capital repayment and £2.1 billion of forbearance interest only arrangements. Excluding the £8.8 billion of mixed repayment mortgages, the remaining interest only loans totalling £51.2 billion comprised £42.9 billion variable rate and £8.3 billion fixed rate.
 
 
 
445

 
 
Additional information continued
 
 
Loan impairment provisions
For a discussion of the factors considered in determining the amount of provisions, refer to ‘Impairment loss provision methodology’ on page 138 and ‘Critical accounting policies and key sources of estimation uncertainty’ on page 328. The following table shows the movements in loan impairment provisions.

 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Provisions at the beginning of the year
         
Domestic
7,728 
8,199 
6,670 
4,474 
3,258 
Foreign
12,155 
9,983 
10,613 
6,542 
3,194 
 
19,883 
18,182 
17,283 
11,016 
6,452 
Transfer from/(to) disposal groups
         
Domestic
764 
(773)
(25)
— 
— 
Foreign
— 
— 
(47)
(324)
(767)
 
764 
(773)
(72)
(324)
(767)
Currency translation and other adjustments
         
Domestic
(11)
(79)
(228)
107 
Foreign
(319)
(272)
122 
(302)
1,334 
 
(310)
(283)
43 
(530)
1,441 
Disposals
         
Domestic
— 
— 
— 
— 
(108)
Foreign
(5)
(2,172)
(65)
(70)
 
(5)
(2,172)
(65)
(178)
Amounts written-off
         
Domestic
(1,882)
(2,374)
(2,252)
(2,895)
(1,446)
Foreign
(2,384)
(2,153)
(3,790)
(4,044)
(1,702)
 
(4,266)
(4,527)
(6,042)
(6,939)
(3,148)
Recoveries of amounts previously written-off
         
Domestic
163 
158 
151 
175 
116 
Foreign
178 
369 
260 
224 
203 
 
341 
527 
411 
399 
319 
Charged to income statement - continuing operations (1)
         
Domestic
2,102 
2,749 
3,948 
5,370 
2,701 
Foreign
3,213 
4,492 
5,196 
7,720 
3,777 
 
5,315 
7,241 
9,144 
13,090 
6,478 
Charged to income statement - discontinued operations
         
Domestic
— 
— 
— 
— 
(3)
Foreign
(8)
42 
1,044 
616 
 
(8)
42 
1,044 
613 
Unwind of discount (recognised in interest income)
         
Domestic
(232)
(220)
(214)
(226)
(151)
Foreign
(244)
(264)
(241)
(182)
(43)
 
(476)
(484)
(455)
(408)
(194)
Provisions at the end of the year (2)
         
Domestic
8,652 
7,728 
8,199 
6,670 
4,474 
Foreign
12,598 
12,155 
9,983 
10,613 
6,542 
 
21,250 
19,883 
18,182 
17,283 
11,016 
Gross loans and advances to customers
         
Domestic
269,710 
261,202 
287,070 
297,347 
312,287 
Foreign
251,561 
274,164 
286,245 
448,172 
573,324 
 
521,271 
535,366 
573,315 
745,519 
885,611 
 
For the notes to this table refer to the following page.
 
446

 

 
Financial summary continued
 
2012 
2011 
2010 
2009 
2008 
Closing customer provisions as a % of gross loans and advances to customers (3)
         
Domestic
3.2% 
3.0% 
2.9% 
2.2% 
1.4% 
Foreign
5.0% 
4.4% 
3.4% 
2.3% 
1.1% 
Total
4.1% 
3.7% 
3.2% 
2.3% 
1.2% 
Customer charge to income statement as a % of gross loans and advances to customers (3)
         
Domestic
0.8% 
1.1% 
1.4% 
1.8% 
0.9%
Foreign
1.3% 
1.6% 
1.8% 
2.0% 
0.8%
Total
1.0% 
1.4% 
1.6% 
1.9% 
0.8%
 
Notes:
(1)
Includes £23 million charge relating to loans and advances to banks (2011 - nil; 2010 - £13 million release; 2009 - £34 million charge; 2008 - £118 million charge).
(2)
Includes closing provisions against loans and advances to banks of £114 million (2011 - £123 million; 2010 - £127 million; 2009 - £157 million; 2008 - £127 million).
(3)
For the purpose of these ratios, closing customer provisions and customer charge relating to loans and advances to banks are excluded.


The following table shows additional information in respect of loan impairment provisions.
 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Loan impairment provisions at end of year
         
Customers
21,136 
19,760 
18,055 
17,126 
10,889 
Banks
114 
123 
127 
157 
127 
 
21,250 
19,883 
18,182 
17,283 
11,016 
           
Average loans and advances to customers (gross)
541,588 
578,057 
610,131 
821,155 
858,333 
           
As a % of average loans and advances to customers during the year
         
Total customer provisions charged to income statement
1.0% 
1.3% 
1.5% 
1.6% 
0.7%
Amounts written-off (net of recoveries) - customers
0.7% 
0.7% 
0.9% 
0.8% 
0.3% 

Analysis of closing customer loan impairment provisions
The following table analyses customer loan impairment provisions by geographical area and type of domestic customer.

 
2012
 
2011
 
2010
 
2009
 
2008
 
Closing 
provision 
% of 
 loans 
to total 
loans 
 
Closing 
provision 
% of 
 loans 
to total 
loans 
 
Closing 
provision 
% of 
 loans 
to total 
loans 
 
Closing 
provision 
% of 
 loans 
to total 
loans 
 
Closing 
provision 
% of 
 loans 
to total 
loans 
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
Domestic
                           
Central and local government
— 
0.7 
 
— 
0.9 
 
— 
0.7 
 
— 
0.4 
 
— 
0.3 
Manufacturing
134 
1.8 
 
135 
1.3 
 
100 
1.6 
 
153 
1.5 
 
127 
1.7 
Construction
483 
1.4 
 
502 
0.9 
 
605 
1.1 
 
355 
1.0 
 
254 
1.1 
Finance
34 
2.6 
 
40 
7.3 
 
98 
6.8 
 
26 
4.9 
 
67 
4.8 
Service industries and business activities
1,453 
9.6 
 
1,218 
6.6 
 
1,073 
8.0 
 
962 
7.0 
 
778 
6.6 
Agriculture, forestry and fishing
34 
0.5 
 
36 
0.5 
 
27 
0.5 
 
20 
0.4 
 
19 
0.3 
Property
3,274 
8.3 
 
2,657 
6.2 
 
2,071 
7.3 
 
908 
6.6 
 
490 
5.9 
Residential mortgages
434 
20.9 
 
384 
18.7 
 
302 
17.6 
 
196 
12.4 
 
36 
9.1 
Personal lending
2,146 
3.8 
 
1,919 
3.7 
 
2,504 
4.1 
 
2,527 
3.4 
 
2,235 
3.0 
Finance leases and instalment credit
184 
2.0 
 
366 
2.1 
 
435 
2.3 
 
341 
2.2 
 
194 
2.0 
Accrued interest
— 
0.1 
 
— 
0.1 
 
— 
0.1 
 
— 
0.1 
 
— 
0.3 
Total domestic
8,176 
51.7 
 
7,257 
48.3 
 
7,215 
50.1 
 
5,488 
39.9 
 
4,200 
35.1 
Foreign
11,000 
48.3 
 
10,517 
51.7 
 
8,190 
49.9 
 
8,562 
60.1 
 
4,745 
64.9 
Impaired book provisions
19,176 
100.0 
 
17,774 
100.0 
 
15,405 
100.0 
 
14,050 
100.0 
 
8,945 
100.0 
Latent book provisions
1,960 
   
1,986 
   
2,650 
   
3,076 
   
1,944 
 
Total provisions
21,136 
   
19,760 
   
18,055 
   
17,126 
   
10,889 
 
 
 
447

 
 
Additional information continued

Analysis of write-offs
The following table analyses amounts written-off by geographical area and type of domestic customer.

 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Domestic
         
Manufacturing
61 
114 
94 
217
61
Construction
158 
228 
110 
243
51
Finance
16 
24 
105
31
Service industries and business activities
429 
358 
411 
702
299
Agriculture, forestry and fishing
11 
3
5
Property
375 
490 
395 
320
34
Residential mortgages
31 
23 
16 
2
1
Personal lending
608 
1,004 
1,148 
1,188
938
Finance leases and instalment credit
193 
129 
67 
115
26
Total domestic
1,882 
2,374 
2,252 
2,895
1,446
Foreign
2,384 
2,153 
3,790 
4,044
1,702
Total write-offs (1)
4,266 
4,527 
6,042 
6,939
3,148
 
Note:
(1)
Includes £29 million written-off in respect of loans and advances to banks in 2012.

Analysis of recoveries
The following table analyses recoveries of amounts written-off by geographical area and type of domestic customer.

 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Domestic
         
Manufacturing
1 
1
2
Construction
10 
Finance
1 
— 
— 
2
2
Service industries and business activities
15 
10 
13
12
Property
33 
Residential mortgages
6 
3
Personal lending
93 
111 
128 
99
96
Finance leases and instalment credit
4 
10 
57
4
Total domestic
163 
158 
151 
175
116
Foreign
178 
369 
260 
224
203
Total recoveries
341 
527 
411 
399
319

 
448

 

Financial summary continued
Risk elements in lending
Risk elements in lending (REIL) comprises impaired loans and accruing loans past due 90 days or more as to principal or interest.

Impaired loans are all loans (including renegotiated and forbearance loans) for which an impairment provision has been established; for collectively assessed loans, impairment loss provisions are not allocated to individual loans and the entire portfolio is included in impaired loans.

Accruing loans past due 90 days or more comprise loans past due 90 days where no impairment loss is expected and those awaiting individual assessment. A latent loss provision is established for the latter.


 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Impaired loans (2)
         
Domestic
15,323 
14,528 
15,471 
13,572 
8,588 
Foreign
23,163 
24,219 
20,230 
21,453 
10,891 
Total
38,486 
38,747 
35,701 
35,025 
19,479 
Accruing loans which are contractually overdue 90 days or more as to principal or interest
         
Domestic
2,007 
1,697 
2,363 
2,224 
1,201 
Foreign
634 
401 
534 
1,000 
581 
Total
2,641 
2,098 
2,897 
3,224 
1,782 
Total risk elements in lending
41,127 
40,845 
38,598 
38,249 
21,261 
           
Closing provisions for impairment as a % of total risk elements in lending
52% 
49% 
47% 
46% 
52% 
Risk elements in lending as a % of gross lending to customers excluding reverse repos (4)
9.1% 
8.6% 
7.3% 
5.4% 
2.5% 

Notes:
(1)
For the analysis above, 'Domestic' consists of the United Kingdom domestic transactions of the Group. 'Foreign' comprises the Group's transactions conducted through offices outside the UK and through those offices in the UK specifically organised to service international banking transactions.
(2)
The write-off of impaired loans affects the closing provisions for impairment as a % of total risk elements in lending (the coverage ratio). The coverage ratio reduces if the loan written off carries a higher than average provision and increases if the loan written off carries a lower than average provision.
(3)
Impaired loans at 31 December 2012 include £5,350 million of loans whose terms were renegotiated or secured retail loans subject to forbearance granted during 2012.
(4)
Includes disposal groups.

 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Gross income not recognised but which would have been recognised under the original terms of impaired loans
         
Domestic
665 
636 
579 
625 
393 
Foreign
940 
964 
830 
1,032 
338 
 
1,605 
1,600 
1,409 
1,657 
731 
           
Interest on impaired loans included in net interest income
         
Domestic
232 
220 
214 
226 
150 
Foreign
244 
264 
241 
182 
42 
 
476 
484 
455 
408 
192 

Potential problem loans
Potential problem loans (PPL) are loans for which an impairment event has taken place but no impairment loss is expected. This category is used for advances which are not past due 90 days or revolving credit facilities where identification as 90 days overdue is not feasible.

 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Potential problem loans
807 
739 
633 
1,009 
226 

Both REIL and PPL are reported gross and take no account of the value of any security held which could reduce the eventual loss should it occur, nor of any provision marked. Therefore impaired assets which are highly collateralised, such as mortgages, will have a low coverage ratio of provisions held against the reported impaired balance.
 
 
449

 

Additional information continued
 
 
Renegotiations and forbearance
The table below shows wholesale loans renegotiated and retail loans granted forbearance during the year. These loans are unimpaired: either the loan was performing before and after the renegotiation or the granting of forbearance or the loan was non-performing before but subsequently transferred to the performing book. Loans with impairment provisions subject to renegotiation or forbearance continue to be reported as impaired loans.

 
2012 
£m 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
Renegotiated and forbearance loans (1,2)
8,328 
7,674 
5,758 
2,698 
2,637 

Notes:
(1)
Wholesale renegotiations include only those arrangements above thresholds set individually by the divisions, ranging from nil to £10 million.
(2)
For 2012, wholesale renegotiations were £4,302 million (refer to page 133) and secured retail loans subject to forbearance were £4,026 million (refer to page 136). Unsecured retail loans subject to forbearance are not included. The balance of unsecured retail loans subject to forbearance amounts to £182 million.


Cross border exposures
Cross border exposures are loans and advances including finance leases and instalment credit receivables and other monetary assets, such as debt securities, including non-local currency claims of overseas offices on local residents.

The Group monitors the geographical breakdown of these exposures based on the country of domicile of the borrower or guarantor of ultimate risk. Cross border exposures exclude exposures to local residents in local currencies.

The table below sets out the Group’s cross border exposures greater than 0.5% of the Group’s total assets. None of these countries have experienced repayment difficulties that have required restructuring of outstanding debt.

2012
Government 
£m 
Banks 
£m 
Other 
£m 
Total 
£m 
Short 
positions 
£m 
Net of short 
positions 
£m 
United States
18,936 
1,736 
30,983 
51,655 
12,080 
39,575 
France
6,563 
13,285 
6,224 
26,072 
2,157 
23,915 
Germany
14,678 
4,289 
6,812 
25,779 
1,956 
23,823 
Netherlands
5,350 
2,227 
11,200 
18,777 
1,124 
17,653 
Japan
4,338 
6,822 
1,410 
12,570 
2,326 
10,244 
Spain
893 
4,789 
6,328 
12,010 
515 
11,495 
Republic of Ireland
217 
3,557 
3,071 
6,845 
59 
6,786 
Italy
3,767 
373 
1,165 
5,305 
2,301 
3,004 
             
2011
           
United States
20,932 
7,300 
38,721 
66,953 
13,329 
53,624 
France
11,633 
14,800 
8,189 
34,622 
5,903 
28,719 
Germany
34,615 
5,952 
9,787 
50,354 
2,946 
47,408 
Netherlands
4,466 
2,210 
10,711 
17,387 
982 
16,405 
Japan
8,350 
7,505 
3,375 
19,230 
3,141 
16,089 
Spain
340 
3,656 
10,282 
14,278 
973 
13,305 
Republic of Ireland
665 
3,287 
2,759 
6,711 
68 
6,643 
Italy
5,190 
548 
1,489 
7,227 
4,826 
2,401 

2010
           
United States
21,201 
14,382 
36,813 
72,396 
14,240 
58,156 
France
17,293 
16,007 
6,756 
40,056 
4,285 
35,771 
Germany
22,962 
6,276 
10,467 
39,705 
4,685 
35,020 
Netherlands
2,900 
3,055 
10,824 
16,779 
951 
15,828 
Japan
7,983 
6,962 
7,542 
22,487 
409 
22,078 
Spain
1,401 
4,248 
11,589 
17,238 
1,357 
15,881 
Republic of Ireland
199 
3,789 
3,101 
7,089 
131 
6,958 
Italy
6,409 
1,083 
2,188 
9,680 
3,183 
6,497 
 
 
450

 
 
Financial summary continued
Analysis of deposits - product analysis
The following table analyses the Group's deposits by type and geographical area.
 
2012 
£m 
2011 
£m 
2010 
£m 
UK
     
Domestic
     
Demand deposits
     
  - interest-free
69,067 
63,875 
66,608 
  - interest-bearing
126,505 
111,274 
136,359 
Time deposits
     
  - savings
79,824 
79,310 
70,774 
  - other
55,299 
61,651 
59,557 
Overseas residents
     
Demand deposits
     
  - interest-free
4,372 
2,965 
2,512 
  - interest-bearing
46,879 
20,773 
12,530 
Time deposits
     
  - savings
2,060 
1,693 
1,512 
  - other
41,615 
59,105 
46,023 
Total UK offices
425,621 
400,646 
395,875 
Overseas
     
Demand deposits
     
  - interest-free
42,250 
30,780 
29,919 
  - interest-bearing
34,548 
44,413 
43,890 
Time deposits
     
  - savings
26,891 
25,296 
24,472 
  - other
93,374 
110,624 
115,327 
Total overseas offices
197,063 
211,113 
213,608 
Total deposits
622,684 
611,759 
609,483 
       
Held-for-trading
161,242 
137,326 
116,189 
Designated as at fair value through profit or loss
6,323 
5,627 
4,824 
Amortised cost
455,119 
468,806 
488,470 
Total deposits
622,684 
611,759 
609,483 
       
Overseas
     
US
129,478 
135,919 
135,642 
Rest of the World
67,585 
75,194 
77,966 
Total overseas offices
197,063 
211,113 
213,608 
 
 
451

 

Additional information continued
 
 
Certificates of deposit and other time deposits
The following table shows details of the Group's certificates of deposit and other time deposits over $100,000 or equivalent by remaining maturity.

2012
Within 
3 months 
£m 
Over 3 
 months 
but within 
6 months 
£m 
Over 6 
 months 
but within 
12 months 
£m 
Over 
12 months 
£m 
Total 
£m 
UK based companies and branches
         
Certificates of deposit
885 
692 
194 
377 
2,148 
Other time deposits
20,275 
2,981 
4,567 
7,778 
35,601 
           
Overseas based companies and branches
         
Certificates of deposit
689 
112 
24 
12 
837 
Other time deposits
13,227 
1,295 
2,007 
5,707 
22,236 
 
35,076 
5,080 
6,792 
13,874 
60,822 

Short-term borrowings
Short-term borrowings comprise repurchase agreements, borrowings from financial institutions, commercial paper (CP) and certificates of deposit (CDs). Derivative collateral received from financial institutions is excluded from the table below, as are certain long-term borrowings.

 
Repurchase 
agreements 
Financial 
 institutions 
(1,2) 
CP 
CDs 
2012 
Total 
Repurchase 
agreements 
Financial 
 institutions 
(1,2) 
CP 
CDs 
2011 
Total 
2010 
Total 
At year end
                     
  - balance (£bn)
132 
80 
218 
129 
93 
16 
16 
254 
271 
  - weighted average interest rate
0.5% 
0.5% 
0.3% 
1.0% 
0.5% 
0.6% 
0.9% 
0.9% 
1.4% 
0.8% 
0.6% 
                       
During the year
                     
  - maximum balance (£bn)
181 
103 
18 
20 
322 
175 
111 
32 
39 
357 
378 
  - average balance (£bn)
149 
82 
11 
251 
142 
93 
22 
31 
288 
330 
  - weighted average interest rate
0.5% 
0.6% 
0.6% 
1.2% 
0.5% 
0.9% 
1.1% 
0.7% 
1.2% 
1.0% 
0.7% 

Notes:
(1)
Excludes derivative cash collateral of £37 billion at 31 December 2012 (2011 - £41 billion; 2010 - £38 billion), 2012 average of £38 billion (2011 - £35 billion; 2010 - £34 billion).
(2)
Excludes Federal Home Loan Bank’s long-term borrowings of £1 billion at 31 December 2012 (2011 and 2010 - £1 billion), 2012 average of £1 billion (2011 and 2010 - £1 billion).

Balances are generally based on monthly data. Average interest rates during the year are computed by dividing total interest expense by the average amount borrowed. Average interest rates at year end are average rates for a single day and as such may reflect one-day market distortions, which may not be indicative of generally prevailing rates.

Other contractual cash obligations
The table below summarises the Group's other contractual cash obligations by payment date.

2012
0-3 months 
£m 
3-12 months 
£m 
1-3 years 
£m 
3-5 years 
£m 
5-10 years 
£m 
10-20 years 
£m 
Operating leases
214 
185 
694 
559 
910 
1,376 
Contractual obligations to purchase goods or services
110 
334 
500 
15 
— 
— 
 
324 
519 
1,194 
574 
910 
1,376 
             
2011
           
Operating leases
208 
260 
802 
651 
1,234 
1,480 
Contractual obligations to purchase goods or services
111 
372 
548 
93 
— 
 
319 
632 
1,350 
744 
1,240 
1,480 

The Group's undrawn formal facilities, credit lines and other commitments to lend were £215,808 million (2011 - £239,963 million). While the Group has given commitments to provide these funds, some facilities may be subject to certain conditions being met by the counterparty. The Group does not expect all facilities to be drawn, and some may lapse before drawdown.

 
452

 

Exchange rates
Except as stated, the following tables show, for the dates or periods indicated, the Noon Buying Rate in New York for cable transfers in sterling as certified for customs purposes by the Federal Reserve Bank of New York.

US dollars per £1
February 
2013 
January 
2013 
December 
2012 
November 
2012 
October 
2012 
September 
2012 
Noon Buying Rate
           
High
1.5814 
1.6255 
1.6275 
1.6142 
1.6196 
1.6263 
Low
1.5112 
1.5686 
1.6031 
1.5849 
1.5932 
1.5889 
             
   
2012 
2011 
2010 
2009 
2008 
Noon Buying Rate
           
Period end rate
 
1.6262 
1.5537 
1.5392 
1.6167 
1.4619 
Average rate for the year (1)
 
1.5924 
1.6105 
1.5415 
1.5707 
1.8424 
             
Consolidation rate (2)
           
Period end rate
 
1.6164 
1.5475 
1.5524 
1.6222 
1.4604 
Average rate for the year
 
1.5850 
1.6039 
1.5455 
1.5657 
1.8528 

Notes:
(1)
The average of the Noon Buying Rates on the last US business day of each month during the year.
(2)
The rates used by the Group for translating US dollars into sterling in the preparation of its financial statements.
(3)
On 22 March 2013, the Noon Buying Rate was £1.00 = US$1.5239.
 
 
453

 

Additional information continued
 

Economic and monetary environment
It has been noted before that when economies are emerging from recessions rooted in high levels of debt and stresses in the financial system, growth is slower than in the typical recovery. That was the experience again in 2012 in the major markets in which the Group operates.

In the UK, growth weakened. Total economic activity, as measured by gross domestic product (GDP), was flat compared with growth of 0.9% in 2011. At the start of the year, expectations had been more positive, the consensus forecast for growth having been 0.5%. Yet the year ended with the economy contracting.

More positively, unemployment fell, from around 8.3% at the turn of the year to 7.7% towards its end. That helped to offset the continuing squeeze on the spending power of earnings as wages grew by less than inflation.

Housing market activity remained subdued. Prices were broadly stable, some indices showing a rise and others a fall. Any price increases seem to have been concentrated in and around London.

The Bank of England continued its ultra-loose monetary policy stance. Although inflation remained above target, the Bank kept interest rates at 0.5%. In fact, its greater concern was that the weak economy would cause inflation to be too low and in February and July it increased its asset purchase programme by £50 billion taking the total value of assets purchased to £375 billion. The Government’s decision to transfer the coupon payments from the Asset Purchase Facility to HM Treasury, which will use these proceeds to reduce the stock of Government debt, has a similar effect to further quantitative easing.

In July, the Bank of England and HM Treasury launched the Funding for Lending Scheme (FLS). It is designed to boost lending to households and non-financial firms. Early indications from the Bank’s Credit Conditions Survey suggested that the supply of credit had expanded towards the end of the year.

In the United States, GDP growth was slightly stronger at 2.2% compared with 1.8% in 2011. Uncertainty about how leaders might resolve immediate and longer-term fiscal challenges weighed on growth during much of the year.
There was encouraging news on the job market, where unemployment had fallen to 7.8% in December, and the housing market, where prices and construction activity started to rise.

However, concerned that the recovery remained too slow to return unemployment to rates consistent with its mandate to foster maximum employment, the Federal Open Market Committee changed policy in two ways. In September it agreed to increase monetary accommodation by purchasing mortgage-backed securities at a pace of $40 billion per month. Second, it announced in December it anticipates the Fed Funds rate remaining exceptionally low as long as the unemployment rate is above 6.5%, inflation one to two years ahead is expected to be no more than 2.5% and inflation expectations are well anchored.

Ireland’s GDP grew by 1.3% in the four quarters to Q3 2012 as the economy continued its slow recovery from deep recession. The export sector continued to benefit from the boost to competitiveness delivered by falling real wages.

For Ireland, gross national product (GNP) is a better measure of people's material well-being. It reflects the income residents receive rather than the value of the incomes generated in the country, an important distinction where there is a large foreign-owned sector that remits profits overseas. GNP increased by 1.2%.

Unemployment averaged more than 14%. At the end of the year house prices were 4.5% lower than 12 months earlier and around 50% below their peak. The rate of decline was slower than at any time since 2008 and there were tentative signs that prices were stabilising.

Entering 2012, the greatest economic concern was how problems related to sovereign debt in the euro zone would be managed. By agreeing the outline of a banking union, undertaking to purchase sovereign debt to push down yields and making progress on fiscal rules, European leaders and the European Central Bank took some steps that are necessary if an economic and monetary union is to be sustained. At the end of the year the probability that some of the worse outcomes would be realised had fallen although they had not disappeared. Despite this progress, euro zone GDP contracted and unemployment had risen to almost 12% by December.

 
454

 

Supervision
United Kingdom
The UK Financial Services Authority (FSA) is currently the consolidated supervisor of the Group. As at 31 December 2012, 22 companies in the Group, spanning a range of financial services sectors (banking, insurance and investment business), were authorised to conduct financial activities regulated by the FSA.

From 1 April 2013, the FSA’s responsibilities will be split between two bodies: the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). At that point, the PRA will become the consolidated supervisor of the Group. The FSA have already anticipated the new structure by creating Prudential and Conduct business units in April 2012 and separating the supervision teams for each dual regulated firm between those units from that time.

The UK authorised banks in the Group include The Royal Bank of Scotland plc, National Westminster Bank Plc, Coutts & Co and Ulster Bank Limited. Wholesale activities, other than Group Treasury activities, are concentrated in the Group's Markets, International Banking and UK Corporate Banking divisions, and are undertaken under the names of The Royal Bank of Scotland plc and National Westminster Bank Plc. UK retail banking activities are managed by the UK Retail division and by Ulster Bank Limited in Northern Ireland. The banking service in the Republic of Ireland is provided by Ulster Bank Ireland Limited, which is supervised by the Central Bank of Ireland.

Investment management business is principally undertaken by companies in the Wealth division, including Coutts & Co, Adam & Company Investment Management Limited, and in the Markets and International Banking divisions, through RBS Asset Management Limited and The Royal Bank of Scotland plc.

General insurance business is principally undertaken by U K Insurance Limited.

The Group is subject to extensive regulations that impose obligations on financial institutions to maintain appropriate policies, procedures and controls to ensure compliance with the rules and regulations to which they are subject.

United States
RBSG is both a bank holding company and a financial holding company within the meaning of the US Bank Holding Company Act of 1956. As such, it is subject to the regulation and supervision of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Among other things, the Group's direct and indirect activities and investments in the United States are limited to those that are 'financial in nature' or 'incidental' or 'complementary' to a financial activity, as determined by the Federal Reserve. The Group is also required to obtain the prior approval of the Federal Reserve before acquiring directly or indirectly, the ownership or control of more than 5% of any class of the voting shares of any US bank or holding company. Under current Federal Reserve policy, the Group is required to act as a source of financial strength for its US bank subsidiaries. Among other things, this source of strength obligation could require the Group to inject capital into any of its US bank subsidiaries if any of them became undercapitalised.

Anti-money laundering, anti-terrorism and economic sanctions regulations are a major focus of the US government for financial institutions and are rigorously enforced by US government agencies.

The Group's US bank and non-bank subsidiaries and the Royal Bank's US branches are also subject to supervision and regulation by a variety of other US regulatory agencies. RBS Citizens N.A. is supervised by the Office of the Comptroller of the Currency, which is charged with the regulation and supervision of nationally chartered banks. RBS Citizens N.A. owns CCO Investments Services Corp., a US broker dealer subject to regulation and supervision by the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) with respect to its securities activities. Citizens Bank of Pennsylvania is subject to the regulation and supervision of the US Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking. Both banks are subject to supervision and regulation by the Consumer Financial Protection Bureau (CFPB). The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 established the CFPB.

RBS Citizens Financial Group, Inc. is under the supervision of the Federal Reserve as a bank holding company. The Royal Bank's New York branch is supervised by the New York State Department of Financial Services and the Federal Reserve Bank of New York, and its Connecticut branch is supervised by the Connecticut Department of Banking. Both branches are also subject to supervisory oversight by the Federal Reserve Bank of Boston.

The Group's primary US broker dealer, RBS Securities Inc. (RBSSI), formerly known as Greenwich Capital Markets, Inc., is also subject to regulation and supervision by the SEC and FINRA with respect to its securities activities. The futures activities of RBSSI are subject to regulation and oversight by the US Commodity Futures Trading Commission and the Chicago Mercantile Exchange Group-owned exchanges.

Netherlands
The consolidated supervisor of RBS N.V. is the De Nederlandsche Bank (DNB). The DNB operates as independent central bank and prudential supervisor of banks, insurance companies, pension funds and securities firms domiciled in the Netherlands, and also as part of the European System of Central Banks.

Other jurisdictions
The Group operates in over 45 countries through a network of branches, local banks and non-bank subsidiaries and these activities are subject to supervision in most cases by a local regulator or central bank.

 
455

 
 
Additional information continued

 
Description of property and equipment
The Group operates from a number of locations worldwide, principally in the UK. At 31 December 2012, the Royal Bank and NatWest had 617 and 1,452 retail branches, respectively, in the UK. Ulster Bank has a foot print of 236 branches and an extensive network of business banking offices across Northern Ireland and the Republic of Ireland. US Retail & Commercial had 1,399 retail banking offices (including in-store branches) covering Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Vermont. A substantial majority of the UK branches are owned by the Royal Bank, NatWest and their subsidiaries or are held under leases with unexpired terms of over 50 years. The Group's principal properties include its headquarters at Gogarburn, Edinburgh, its principal offices in London at 135 and 280 Bishopsgate and the Drummond House administration centre located at South Gyle, Edinburgh.

Total capital expenditure on premises (excluding investment properties), computers and other equipment in the year ended 31 December 2012 was £801 million (2011 - £820 million; 2010 - £656 million).

Major shareholders
In December 2008, The Solicitor for the Affairs of Her Majesty's Treasury (HM Treasury) acquired 22,854 million ordinary shares representing 57.9% of the company's issued ordinary share capital. During 2009, HM Treasury acquired a further 16,791 million ordinary shares raising their holding to 70.3% of the company's issued ordinary share capital.

In December 2009, HM Treasury acquired 51 billion B shares in the company representing the entire issued B share capital. At 31 December 2012, HM Treasury’s holding in the company’s ordinary shares was 65.3%.

As far as the company is aware, there have been no significant changes in the percentage ownership of major shareholders of the company's ordinary, B and preference shares during the three years ended 27 February 2013. All shareholders within a class of the company's shares have the same voting rights.

As at 31 December 2012, almost all of the company's US$ denominated preference shares and American Depository Shares representing ordinary shares were held by shareholders registered in the US. All other shares were predominantly held by shareholders registered outside the US.

Material contracts
The company and its subsidiaries are party to various contracts in the ordinary course of business. Material contracts include the following:

Consortium and Shareholders Agreement (CSA)
On 28 May 2007, Fortis Bank Nederland, the company, Santander and RFS Holdings entered into the CSA. Fortis Bank Nederland acceded to the CSA on 26 July 2007. On 3 October 2008, the Dutch State acquired Fortis Bank Nederland. On 24 December 2008 the Dutch State acceded to the CSA following its acquisition of the shares held by Fortis Bank Nederland in RFS Holdings pursuant to a Deed of Accession entered into between RFS Holdings, the company, Fortis Bank Nederland, Santander and the Dutch State. On 1 April 2010 the CSA was restated. It was the subject of a further amendment on 18 July 2011. On 7 November 2012, Stichting Administratiekantoor Beheer Financiële Instellingen (the Foundation) acceded to the CSA (as amended and restated) as a shareholder following its acquisition of the shares held by the Dutch State in RFS Holdings pursuant to a Deed of Accession entered into between RFS Holdings, the company, Santander, the Dutch State and the Foundation. The Dutch State remains a party to the CSA. The CSA (as amended and restated) governs the relationships amongst the parties thereto in relation to the acquisition by RFS Holdings of ABN AMRO (now RBS Holdings N.V.). The CSA (as amended and restated) details, inter alia, the equity interests in RFS Holdings, the governance of RFS Holdings, the arrangements for the transfer of certain ABN AMRO businesses, assets and liabilities to the Dutch State (previously Fortis Bank Nederland), the company and Santander, further funding obligations of the Dutch State, the company and Santander where funding is required by regulatory authorities in connection with the ABN AMRO businesses, the allocation of taxes and conduct of tax affairs and the steps that the Dutch State, the company and Santander expect to take to enable the company to become the sole shareholder of RFS Holdings.

B Share Acquisition and Contingent Capital Agreement
On 26 November 2009, the company and HM Treasury entered into the Acquisition and Contingent Capital Agreement pursuant to which HM Treasury subscribed for the initial B shares and the Dividend Access Share (the "Acquisitions") and agreed the terms of HM Treasury's subscription (the “Contingent Subscription”) for an additional £8 billion in aggregate in the form of further B shares (the "Contingent B shares"), which will be issued on the same terms as the initial B shares. The Acquisitions were subject to the satisfaction of various conditions, including the company having obtained the approval of its shareholders in relation to the Acquisitions.

The company and HM Treasury further agreed the terms of the £8 billion Contingent Subscription of the Contingent B shares in the Acquisition and Contingent Capital Agreement. For a period of five years from 22 December 2009 or, if earlier, until the occurrence of a termination event or until the company decides (with FSA consent) to terminate such Contingent Subscription (the "Contingent Period"), if the Core Tier 1 ratio of the company falls below five per cent (and if certain other conditions are met) HM Treasury has committed to subscribe for the Contingent B shares in no fewer than two tranches of £6 billion and £2 billion (or such smaller amounts as the company and HM Treasury may agree). Any unused portion of the £8 billion may be subscribed in one or more further tranches.

The company may, subject to certain conditions, at any time terminate the Contingent Subscription in whole or in part, with the consent of the FSA. The company is required to pay an annual fee, for the Contingent Period, in relation to the Acquisitions and the Contingent Subscription of £320 million less four per cent per annum of the value of any B shares subscribed for under the Contingent Subscription. Such fee is payable in cash or, with HM Treasury's consent, by waiving certain UK tax reliefs that are treated as deferred tax assets or through a further issue of B shares to HM Treasury. The annual fee ceases to be payable on termination of the Contingent Subscription and if the company terminates the Contingent Subscription in part, the fee will reduce proportionately.

 
456

 

Material contracts continued
The company gave certain representations and warranties to HM Treasury on the date of the Acquisition and Contingent Capital Agreement, on the date the circular was posted to shareholders, on the first date on which all of the conditions precedent were satisfied, or waived, and on the date of the Acquisitions. The company has agreed to give such representations and warranties again on each date (if any) a Contingent Subscription is triggered and on each date (if any) on which B shares are issued pursuant to a Contingent Subscription.

The company agreed to reimburse HM Treasury for its expenses incurred in connection with the Acquisitions and agreed to do so in connection with the Contingent B shares, if the Contingent Subscription is exercised.

The company agreed to a number of undertakings, including with respect to: (i) restrictions on the payment of dividends or other distributions on, and the redemption of, certain securities; (ii) expectations regarding the repurchase of the B shares by the company; (iii) renegotiations of the terms of the Contingent Subscription as a result of future legislative or regulatory changes; (iv) negotiating in good faith to maintain the status of the B shares and Dividend Access Share as Core Tier 1 capital; and (v) restrictions in relation to the company's share premium account.

HM Treasury has agreed to waive its statutory pre-emption rights arising out of the B shares and the Dividend Access Share in respect of any future issue of equity securities by the company other than B shares and has agreed to vote its B shares and the Dividend Access Share, as applicable, in favour of each special resolution to disapply its pre- emption rights under the B shares and/or the Dividend Access Share then held by HM Treasury every time they arise. The pre-emption rights arising out of the B shares and the Dividend Access Share have also been disapplied in the Articles of Association.

HM Treasury has agreed that it shall not be entitled to exercise its option to convert B shares into ordinary shares to the extent that it holds more than 75 per cent of the ordinary shares of the company or to the extent that the exercise of such option would result in it holding more than 75 per cent of the ordinary shares of the company.

HM Treasury has agreed that it shall not be entitled to vote the B shares or the Dividend Access Share to the extent that votes cast on such B shares and the Dividend Access Share, together with any other votes which HM Treasury is entitled to cast in respect of any other ordinary shares held by or on behalf of HM Treasury, would exceed 75 per cent of the total votes eligible to be cast on a resolution proposed at a general meeting of the company.

For as long as it is a substantial shareholder of the company (within the meaning of the UKLA's Listing Rules), HM Treasury has undertaken not to vote on related party transaction resolutions at general meetings and to direct that its affiliates do not so vote.

State Aid Commitment Deed
As a result of the State Aid granted to the company, it was required to work with HM Treasury to submit a State Aid restructuring plan to the European Commission, which has now been approved under the State Aid rules. The company has agreed a series of measures to be implemented over a four year period, which supplement the measures in the company's strategic plan.

The Group entered into a State Aid Commitment Deed with HM Treasury which provides that the Group will comply or procure compliance with these measures and behavioural commitments. The Group agreed to do all acts and things necessary to ensure HM Treasury's compliance with its obligations under any European Commission decision approving State Aid to the Group.

The State Aid Commitment Deed also provides that if the European Commission adopts a decision that the UK Government must recover any State Aid (a "Repayment Decision") and the recovery order of the Repayment Decision has not been annulled or suspended by the Court of First Instance (now the General Court) or the European Court of Justice, then the Group must repay HM Treasury any aid ordered to be recovered under the Repayment Decision.

The State Aid Commitment Deed also provides for the Group's undertakings in respect of State Aid to be modified in certain limited circumstances. However, HM Treasury has undertaken that it will not, without the consent of the Group, agree modifications to the Group's undertakings with respect to State Aid which are significantly more onerous to the Group than those granted in order to obtain the State Aid approval.

State Aid Costs Reimbursement Deed
Under the State Aid Costs Reimbursement Deed, the Group has agreed to reimburse HM Treasury for fees, costs and expenses associated with the State Aid and State Aid approval.

Sale of RBS Aviation Capital to Sumitomo Mitsui Banking Corporation
On 16 January 2012, the Royal Bank and Sumitomo Mitsui Banking Corporation (SMBC) entered into a Sale and Purchase Agreement pursuant to which the Royal Bank agreed to sell its aircraft leasing business, RBS Aviation Capital, to SMBC, acting on behalf of a consortium comprising its parent, Sumitomo Mitsui Financial Group, and Sumitomo Corporation. The sale completed on 1 June 2012 following satisfaction of various conditions. As a result of the sale, the consortium has acquired RBS Aviation Capital for consideration of US$7.3 billion (£4.7 billion). The consideration was paid in cash and was subject to certain closing adjustments.
 
 
457

 

Additional information continued
 

ADR payment information
Fees paid by ADR holders
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.

The depository may collect its annual fee for depository services by deductions from cash distributions or by directly billing investors or by changing the book-entry system accounts of participants acting for them. The depository may generally refuse to provide fee-attracting services until its fees for those services are paid.

Persons depositing or withdrawing shares must pay:
 
For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
 
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property.
       
   
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
       
$0.02 (or less) per ADS
 
Any cash distribution to ADS registered holders.
       
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
 
Distribution of securities distributed to holders of securities of deposited securities to ADS registered holders.
       
Registration or transfer fees
 
Transfer and registration of shares on our share register to or from the name of the depository or its agent when you deposit or withdraw shares.
       
Expenses of the depository
 
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement).
       
   
Converting foreign currency to U.S. dollars.
       
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
 
As necessary.
 
       
Any charges incurred by the depository or its agents for servicing the deposited securities
 
As necessary.


Fees payable by the depository to the issuer
Fees incurred in past annual Period
From 1 January 2012 to 31 December 2012, the company received from the depository $300,000 for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend cheques, electronic filling of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

Fees to be paid in the future.
The bank of New York Mellon, as depository, has agreed to reimburse the Company for expenses they incur that are related to establishment and maintenance expenses of the ADS program. The depository has agreed to reimburse the Company for its continuing annual stock exchange listing fees, the depository has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim reports, printing and distributing dividend cheques, electronic filing of U.S. federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs of special investor relations promotional activities. In certain instances, the depository has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depository will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depository collects from investors.
 
 
458

 

 
Risk factors
Set out below are certain risk factors which could adversely affect the Group's future results, its financial condition and prospects and cause them to be materially different from what is expected. The factors discussed below and elsewhere in this report should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties facing the Group.

Macro-economic and geopolitical risks
The Group’s businesses and performance can be negatively affected by actual or perceived global economic and financial market conditions
The Group’s businesses and performance are affected by local and global economic conditions, perceptions of those conditions and future economic prospects. The outlook for the global economy over the near to medium-term remains challenging and many forecasts predict at best only stagnant or modest levels of gross domestic product (GDP) growth across a number of the Group’s key markets over that period, including, in particular, the UK, Ireland and the US. Stagnant or weak GDP growth is also expected in the European Monetary Union (EMU) where a relatively robust German economy has been offset by austerity measures in many EMU countries, initiated in response to increased sovereign debt risk, which have resulted in weak economic and GDP growth, particularly in Spain, Italy and France.

The Group’s businesses and performance are also affected by financial market conditions. Although capital and credit markets around the world were more stable during 2012, they remained volatile and subject to intermittent and prolonged disruptions. In particular, increasingly during the second and third quarters of 2012, continuing risk of sovereign default relating to certain EU member states had a negative impact on capital and credit markets.

These challenging economic and market conditions create a difficult operating environment for the Group’s businesses, which is characterised by:

·
downward pressure on asset prices and on credit availability and upward pressure on funding costs, and such conditions continue to impact asset recovery rates and the credit quality of the Group’s businesses, customers and counterparties, including sovereigns;

·
alone or in combination with regulatory changes or actions of market participants, reduced activity levels, additional write-downs and impairment charges and lower profitability, and may restrict the ability of the Group to access funding and liquidity; and

·
central bank actions to engender economic growth which have resulted in a prolonged period of low interest rates constraining, through margin compression and low returns on assets, the interest income earned on the Group’s interest earning assets.

In particular, should the scope and severity of the adverse economic conditions currently experienced by a number of EU member states and elsewhere worsen or economic recovery remain stagnant for an extended period, particularly in the Group’s key markets, the risks faced by the Group would be exacerbated. Developments relating to the current economic conditions and unfavourable financial environment, including those discussed above, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group has significant exposure to the continuing economic crisis in Europe
In Europe, countries such as Ireland, Italy, Greece, Cyprus, Portugal and Spain have been particularly affected by the recent macroeconomic and financial conditions. Although the risk of sovereign default reduced in 2012 due to actions of the European Central Bank (ECB) and the EU, the risk of default remains. This default risk raises concerns, particularly about the contagion effect such a default would have on other EU economies, including the UK economy, as well as the ongoing viability of the euro currency and the EMU. As a result, yields on the sovereign debt of many EU member states have remained volatile. The EU, the ECB, the International Monetary Fund and various national authorities have implemented measures intended to address systemic stresses in the Eurozone. The effectiveness of these actions is not assured and the possibility remains that the contagion effect spreads to the UK, that the euro could be abandoned as a currency by one or more countries that have already adopted its use, or in an extreme scenario, that the abandonment of the euro could result in the dissolution of the EMU. This would lead to the re-introduction of individual currencies in one or more EMU member states.

The effects on the UK, European and global economies of the potential dissolution of the EMU, exit of one or more EU member states from the EMU and the redenomination of financial instruments from the euro to a different currency, are impossible to predict fully. However, if any such events were to occur they would likely:
 
·
result in significant market dislocation;

·
heighten counterparty risk;

·
result in downgrades of credit ratings for European borrowers, giving rise to increases in credit spreads and decreases in security values;

·
disrupt and adversely affect the economic activity of the UK and other European markets; and

·
adversely affect the management of market risk and in particular asset and liability management due, in part, to redenomination of financial assets and liabilities and the potential for mismatch.

 
459

 
 
Additional information continued

 
Risk factors continued
The occurrence of any of these events may have a material adverse effect on the Group’s financial condition, results of operations and prospects.

In particular, the Group has significant exposure to customers and counterparties in the Eurozone (at 31 December 2012 principally Germany (£48 billion), The Netherlands (£26 billion), Ireland (£40 billion), France (£19 billion) and Spain (£12 billion)) which includes sovereign debt exposures that have been, and may in the future be, affected by restructuring of their terms, principal, interest and maturity. The Group’s Eurozone sovereign debt exposures resulted in the Group recognising an impairment loss of £1,099 million in 2011 in respect of its holding of Greek government bonds. Similar write downs may occur in future periods. At 31 December 2012, the Group’s Eurozone sovereign debt exposure amounted to £678 million including aggregate exposure of £51 million to Greece, Ireland, Italy, Spain and Portugal.

The Group operates in markets that are highly competitive and its business and results of operations may be adversely affected
The competitive landscape for banks and other financial institutions in the UK, the US and throughout the rest of Europe is subject to rapid change and recent regulatory and legal changes are likely to result in new market participants and changed competitive dynamics in certain key areas, such as in retail banking in the UK. The competitive landscape in the UK will be particularly influenced by the recommendations on competition included in the final report of the Independent Commission on Banking (ICB), and the UK Government’s implementation of the recommendations. In order to compete effectively, certain financial institutions may seek to consolidate their businesses or assets with other parties. This consolidation, in combination with the introduction of new entrants into the markets in which the Group operates is likely to increase competitive pressures on the Group.

In addition, certain competitors may have access to lower cost funding and/or be able to attract deposits on more favourable terms than the Group and may have stronger and more efficient operations. Furthermore, the Group’s competitors may be better able to attract and retain clients and key employees, which may have a negative impact on the Group’s relative performance and future prospects. In addition, future disposals and restructurings by the Group and the compensation structure and restrictions imposed on the Group may also have an impact on its ability to compete effectively. These and other changes to the competitive landscape could adversely affect the Group’s business, margins, profitability, financial condition and prospects.

The Group is subject to political risks
The Group and the Royal Bank, its principal operating subsidiary, are both headquartered and incorporated in Scotland. The Scottish Government intends to hold a referendum in 2014 on the issue of Scottish independence from the UK. Although the outcome of such referendum is uncertain, Scottish independence could affect Scotland’s status in the EU and significantly impact the fiscal, monetary and regulatory landscape to which the Group is subject. In addition, in January 2013, the UK Government announced the possibility of a referendum on the UK’s membership of the EU, which would only take place some time after 2015. Although the effect of either Scottish independence or any referendum on the UK’s EU membership, if either were to occur, is not possible to predict fully, it could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

The Group and its UK bank subsidiaries may face the risk of full nationalisation
Under the Banking Act 2009, substantial powers have been granted to HM Treasury, the Bank of England and the FSA (together, the “Authorities”) as part of a special resolution regime. These powers enable the Authorities to deal with and stabilise certain deposit-taking UK incorporated institutions that are failing, or are likely to fail, to satisfy the threshold conditions (within the meaning of section 41 of the FSMA, which are the conditions that a relevant entity must satisfy in order to obtain its authorisation to perform regulated activities). The special resolution regime consists of three stabilisation options: (i) transfer of all or part of the business of the relevant entity and/or the securities of the relevant entity to a private sector purchaser, (ii) transfer of all or part of the business of the relevant entity to a ‘bridge bank’ wholly owned by the Bank of England and (iii) temporary public ownership (nationalisation) of the relevant entity. If HM Treasury decides to take the Group into temporary public ownership pursuant to the powers granted under the Banking Act, it may take various actions in relation to any securities without the consent of holders of the securities.

HM Treasury (or UK Financial Investments Limited (UKFI) on its behalf) may be able to exercise a significant degree of influence over the Group and any proposed offer or sale of its interests may affect the price of securities issued by the Group
The UK Government, through HM Treasury, currently holds 65.3% of the issued ordinary share capital of the Group. On 22 December 2009, the Group issued £25.5 billion of B Shares to the UK Government. The B Shares are convertible, at the option of the holder at any time, into ordinary shares. The UK Government has agreed that it shall not exercise the rights of conversion in respect of the B Shares if and to the extent that following any such conversion it would hold more than 75% of the total issued shares in the Group. Any breach of this agreement could result in the delisting of the Group from the Official List of the UK Listing Authority and potentially other exchanges where its securities are currently listed and traded. HM Treasury (or the UKFI on its behalf) may sell all or a part of the ordinary shares that it owns at any time. Any offers or sale of a substantial number of ordinary shares or securities convertible or exchangeable into ordinary shares by or on behalf of HM Treasury, or an expectation that it may undertake such an offer or sale, could negatively affect prevailing market prices for securities issued by the Group.

 
460

 

In addition, UKFI manages HM Treasury’s shareholder relationship with the Group and, although HM Treasury has indicated that it intends to respect the commercial decisions of the Group and that the Group will continue to have its own independent board of directors and management team determining its own strategy, should its current intentions change, HM Treasury’s position as a majority shareholder (and UKFI’s position as manager of this shareholding) means that HM Treasury or UKFI may be able to exercise a significant degree of influence over, among other things, the election of directors. The manner in which HM Treasury or UKFI exercises HM Treasury’s rights as majority shareholder could give rise to conflict between the interests of HM Treasury and the interests of other shareholders. The Board has a duty to promote the success of the Group for the benefit of its members as a whole.

The Group is subject to other global risks
By virtue of the Group’s global presence, the Group is exposed to risks arising out of geopolitical events, such as the existence of trade barriers, the implementation of exchange controls and other measures taken by sovereign governments that can hinder economic or financial activity levels. Furthermore, unfavourable political, military or diplomatic events, armed conflict, pandemics and terrorist acts and threats, and the response to them by governments could also adversely affect levels of economic activity and have an adverse effect upon the Group’s business, financial condition and results of operations.

Market and credit related risks
The Group’s earnings and financial condition have been, and its future earnings and financial condition may continue to be, materially affected by depressed asset valuations resulting from poor market conditions
Severe market events have resulted in the Group recording large write-downs on its credit market exposures in recent years; particularly early in the financial crisis (£10.1 billion in 2008 and £6.2 billion in 2009). Any deterioration in economic and financial market conditions or continuing weak economic growth could lead to further impairment charges and write-downs. Moreover, market volatility and illiquidity (and the assumptions, judgements and estimates in relation to such matters that may change over time and may ultimately not turn out to be accurate) make it difficult to value certain of the Group’s exposures. Valuations in future periods, reflecting, among other things, then prevailing market conditions and changes in the credit ratings of certain of the Group’s assets, may result in significant changes in the fair values of the Group’s exposures, even in respect of exposures, such as credit market exposures, for which the Group has previously recorded write-downs. In addition, the value ultimately realised by the Group may be materially different from the current or estimated fair value. As part of the Group’s strategy it has materially reduced the size of its balance sheet mainly through the sale and run-off of non-core assets. The Group’s assets that remain in its Non-Core division may be more difficult to sell and could be subject to further write-downs or, if sold, realised losses. Any of these factors could require the Group to recognise additional significant write-downs or realise increased impairment charges, which may have a material adverse effect on its financial condition, results of operations and capital ratios. In addition, steep falls in perceived or actual asset values have been accompanied by a severe reduction in market liquidity, as exemplified by losses arising out of asset-backed collateralised debt obligations, residential mortgage-backed securities and the leveraged loan market. In dislocated markets, hedging and other risk management strategies may not be as effective as they are in normal market conditions due in part to the decreasing credit quality of hedge counterparties.

The financial performance of the Group has been, and continues to be, materially affected by deteriorations in borrower and counterparty credit quality and further deteriorations could arise due to prevailing economic and market conditions and legal and regulatory developments
The Group has exposure to many different industries and counterparties, and risks arising from actual or perceived changes in credit quality and the recoverability of monies due from borrowers and counterparties are inherent in a wide range of the Group’s businesses. In particular, the Group has significant exposure to certain individual counterparties in weakened business sectors and geographic markets and also has concentrated country exposure in the UK, the US and across the rest of Europe (principally Germany, The Netherlands, Ireland and France) (at 31 December 2012 credit risk assets in the UK were £316 billion, in North America £101 billion and in Western Europe (excluding the UK) £147 billion); and within certain business sectors, namely personal finance, financial institutions and commercial real estate (at 31 December 2012 residential and personal lending amounted to £182 billion, lending to financial institutions was £114 billion and commercial real estate lending was £63 billion). The Group expects its exposure to the UK to increase proportionately as its business becomes more concentrated in the UK, with exposures generally being reduced in other parts of its business as it implements its strategy.

The credit quality of the Group’s borrowers and counterparties is impacted by prevailing economic and market conditions and by the legal and regulatory landscape in their respective markets.

A further deterioration in economic and market conditions or changes to legal or regulatory landscapes could worsen borrower and counterparty credit quality and also impact the Group’s ability to enforce contractual security rights. In addition, the Group’s credit risk is exacerbated when the collateral it holds cannot be realised or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure that is due to the Group, which is most likely to occur during periods of illiquidity and depressed asset valuations, such as those experienced in recent years. This has been particularly the case with respect to large parts of the Group’s commercial real estate portfolio. Any such losses could have an adverse effect on the Group’s results of operations and financial condition.
 
 
461

 

Additional information continued
 
 
Risk factors continued
Concerns about, or a default by, one financial institution could lead to significant liquidity problems and losses or defaults by other financial institutions, as the commercial and financial soundness of many financial institutions may be closely related as a result of credit, trading, clearing and other relationships. Even the perceived lack of creditworthiness of, or questions about, a counterparty may lead to market-wide liquidity problems and losses for, or defaults by, the Group. This systemic risk may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the Group interacts on a daily basis, all of which could have a material adverse effect on the Group’s access to liquidity or could result in losses which could have a material adverse effect on the Group’s financial condition, results of operations and prospects.

In certain jurisdictions in which the Group does business, particularly Ireland, there has been disruption during recent years in the ability of certain financial institutions to complete foreclosure proceedings in a timely manner (or at all), including as a result of interventions by certain states and local governments. This disruption has lengthened the time to complete foreclosures, increased the backlog of repossessed properties and, in certain cases, has resulted in the invalidation of purported foreclosures.

The trends and risks affecting borrower and counterparty credit quality have caused, and in the future may cause, the Group to experience further and accelerated impairment charges, increased repurchase demands, higher costs, additional write-downs and losses for the Group and an inability to engage in routine funding transactions.

The value or effectiveness of any credit protection that the Group has purchased depends on the value of the underlying assets and the financial condition of the insurers and counterparties
The Group has credit exposure arising from over-the-counter derivative contracts, mainly credit default swaps (CDSs), and other credit derivatives, each of which are carried at fair value. The fair value of these CDSs, as well as the Group’s exposure to the risk of default by the underlying counterparties, depends on the valuation and the perceived credit risk of the instrument against which protection has been bought. Many market counterparties have been adversely affected by their exposure to residential mortgage linked and corporate credit products, whether synthetic or otherwise, and their actual and perceived creditworthiness may deteriorate rapidly. If the financial condition of these counterparties or their actual or perceived creditworthiness deteriorates, the Group may record further credit valuation adjustments on the credit protection bought from these counterparties under the CDSs. The Group also recognises any fluctuations in the fair value of other credit derivatives. Any such adjustments or fair value changes may have a material adverse impact on the Group’s financial condition and results of operations.

Changes in interest rates, foreign exchange rates, credit spreads, bond, equity and commodity prices, basis, volatility and correlation risks and other market factors have significantly affected and will continue to affect the Group’s business and results of operations
Some of the most significant market risks the Group faces are interest rate, foreign exchange, credit spread, bond, equity and commodity prices and basis, volatility and correlation risks. Changes in interest rate levels (or extended periods of low interest rates), yield curves (which remain depressed) and spreads may affect the interest rate margin realised between lending and borrowing costs, the effect of which may be heightened during periods of liquidity stress. Changes in currency rates, particularly in the sterling-US dollar and sterling-euro exchange rates, affect the value of assets, liabilities, income and expenses denominated in foreign currencies and the reported earnings of the Group’s non-UK subsidiaries and may affect the Group’s reported consolidated financial condition or its income from foreign exchange dealing. For accounting purposes, the Group values some of its issued debt, such as debt securities, at the current market price. Factors affecting the current market price for such debt, such as the credit spreads of the Group, may result in a change to the fair value of such debt, which is recognised in the income statement as a profit or loss.

The performance of financial markets affects bond, equity and commodity prices, which has caused, and may in the future cause, changes in the value of the Group’s investment and trading portfolios. As part of its ongoing derivatives operations, the Group also faces significant basis, volatility and correlation risks, the occurrence of which are also impacted by the factors noted above.

While the Group has implemented risk management methods to mitigate and control these and other market risks to which it is exposed, it is difficult, particularly in the current environment, to predict with accuracy changes in economic or market conditions and to anticipate the effects that such changes could have on the Group’s financial performance and business operations.

In the UK and in other jurisdictions, the Group is responsible for contributing to compensation schemes in respect of banks and other authorised financial services firms that are unable to meet their obligations to customers
In the UK, the Financial Services Compensation Scheme (FSCS) was established under the FSMA and is the UK’s statutory fund of last resort for customers of authorised financial services firms. The FSCS can pay compensation to customers if a firm is unable or likely to be unable, to pay claims against it and may be required to make payments either in connection with the exercise of a stabilisation power or in exercise of the bank insolvency procedures under the Banking Act. The FSCS is funded by levies on firms authorised by the FSA, including the Group. In the event that the FSCS raises funds from the authorised firms, raises those funds more frequently or significantly increases the levies to be paid by such firms, the associated costs to the Group may have an adverse impact on its results of operations and financial condition. At 31 December 2012, the Group had accrued £119 million for its share of estimated FSCS levies for the 2012/2013 and 2013/2014 FSCS years.

 
462

 

In addition, to the extent that other jurisdictions where the Group operates have introduced or plan to introduce similar compensation, contributory or reimbursement schemes (such as in the US with the Federal Deposit Insurance Corporation), the Group may make further provisions and may incur additional costs and liabilities, which may have an adverse impact on its financial condition and results of operations.

The Group may be required to make further contributions to its pension schemes if the value of pension fund assets is not sufficient to cover potential obligations
The Group maintains a number of defined benefit pension schemes for past and a number of current employees. Pension risk is the risk that the assets of the Group’s various defined benefit pension schemes which are long-term in nature do not fully match the timing and amount of the schemes’ liabilities, as a result of which the Group is required or chooses to make additional contributions to the schemes. Pension scheme liabilities vary with changes to long-term interest rates, inflation, pensionable salaries and the longevity of scheme members as well as changes in applicable legislation. The schemes’ assets comprise investment portfolios that are held to meet projected liabilities to the scheme members. Risk arises from the schemes because the value of these asset portfolios, returns from them and any additional future contributions to the schemes, may be less than expected and because there may be greater than expected increases in the estimated value of the schemes’ liabilities. In these circumstances, the Group could be obliged, or may choose, to make additional contributions to the schemes, and during recent periods, the Group has voluntarily made such contributions to the schemes. Given the recent economic and financial market difficulties and the prospect that they may continue over the near and medium term, the Group may experience increasing pension deficits or be required or elect to make further contributions to its pension schemes and such deficits and contributions could be significant and have an adverse impact on the Group’s results of operations or financial condition. The most recent funding valuation, at 31 March 2010 was agreed during 2011. It showed the value of liabilities exceeded the value of assets by £3.5 billion at 31 March 2010, a ratio of assets to liabilities of 84%.

In order to eliminate this deficit, the Group will pay additional contributions each year over the period 2011 until 2018. Contributions started at £375 million per annum in 2011, will increase to £400 million per annum in 2013 and from 2016 onwards will be further increased in line with price inflation. These contributions are in addition to the regular annual contributions of around £250 million for future accrual of benefits.

Funding, liquidity and capital related risks
The Group’s ability to meet its obligations including its funding commitments depends on the Group’s ability to access sources of liquidity and funding
Liquidity risk is the risk that a bank will be unable to meet its obligations, including funding commitments, as they fall due. This risk is inherent in banking operations and can be heightened by a number of factors, including an over reliance on a particular source of wholesale funding (including, for example, short-term and overnight funding), changes in credit ratings or market-wide phenomena such as market dislocation and major disasters. Credit markets worldwide, including interbank markets, have experienced severe reductions in liquidity and term-funding during prolonged periods in recent years. Although credit markets generally improved during 2012 (in part as a result of measures taken by the ECB), and the Group’s overall liquidity position remained strong, certain European banks, in particular from the peripheral countries of Spain, Portugal, Greece, Italy and Ireland, remained reliant on central banks as one of their principal sources of liquidity and central banks increased their support to banks with the ECB providing significant short and long-term liquidity in the last few months of 2011 and in 2012. Although these efforts had a positive impact, global credit markets remain volatile.

The market perception of bank credit risk has changed significantly as a result of the financial crisis and banks that are deemed by the market to be riskier have had to issue debt at a premium. Any uncertainty regarding the perception of credit risk across financial institutions may lead to reductions in levels of interbank lending and associated term maturities and may restrict the Group’s access to traditional sources of liquidity or increase the costs of accessing such liquidity.

The Group’s liquidity management focuses, among other things, on maintaining a diverse and appropriate funding strategy for its assets in line with the Group’s wider strategic plan. The Group has, at times, been required to rely on shorter-term and overnight funding with a consequent reduction in overall liquidity, and to increase its recourse to liquidity schemes provided by central banks. Such schemes require the pledging of assets as collateral and changes to asset valuations or eligibility criteria can negatively impact the available assets and reduce available liquidity access particularly during periods of stress when such lines may be needed most. Although conditions have improved, there have been recent periods where corporate and financial institution counterparties have reduced their credit exposures to banks and other financial institutions, limiting the availability of these sources of funding. Increased competition for funding during 2013 due to the significant levels of refinancing expected to be required by financial institutions, may also reduce the level of funding available from these sources. Under certain circumstances, the Group may need to seek funds from alternative sources potentially at higher costs than has previously been the case or may be required to consider disposals of other assets not previously identified for disposal to reduce its funding commitments.

The Group relies increasingly on customer deposits to meet a considerable portion of its funding and it is actively seeking to increase the proportion of its funding represented by customer deposits. The level of wholesale and retail deposits may fluctuate due to certain factors outside the Group’s control, such as a loss of confidence (including as a result of political initiatives, including bail-in and/or confiscation and/or taxation of creditors’ funds, in connection with the Eurozone crisis, as seen recently in Cyprus), increasing competitive pressures for retail customer deposits or the encouraged or mandated repatriation of deposits by foreign wholesale or central bank depositors, which could result in a significant outflow of deposits within a short period of time. There is currently heavy competition among UK banks for retail customer deposits, which has increased the cost of procuring new deposits and impacted the Group’s ability to grow its deposit base and such competition is expected to continue. An inability to grow, or any material decrease in, the Group’s deposits could, particularly if accompanied by one of the other factors described above, have a materially adverse impact on the Group’s ability to satisfy its liquidity needs.

The occurrence of any of the risks described above could have a material adverse impact on the Group’s financial condition and results of operations.
 
463

 
 
Additional information continued
 

Risk factors continued
The Group’s business performance could be adversely affected if its capital is not managed effectively or as a result of changes to capital adequacy and liquidity requirements
Effective management of the Group’s capital is critical to its ability to operate its businesses, and to pursue its strategy of returning to standalone strength. The Group is required by regulators in the UK, the US and other jurisdictions in which it undertakes regulated activities to maintain adequate capital resources. The maintenance of adequate capital is also necessary for the Group’s financial flexibility in the face of continuing turbulence and uncertainty in the global economy and specifically in its core UK, US and European markets.

The Basel Committee on Banking Supervision’s package of reforms to the regulatory capital framework includes a material increase to the minimum Core Tier 1 (common equity) requirement and the total Tier 1 capital requirement, a capital conservation buffer and a countercyclical buffer. In addition, a leverage ratio is to be introduced, together with a liquidity coverage ratio and a net stable funding ratio. Further measures may include bail-in debt which may impact existing as well as future issues of debt and expose them to the risk of conversion into equity and/or write-down of principal amount. Such measures would be in addition to proposals for the write-off of Tier 1 and Tier 2 debt (and its possible conversion into ordinary shares) if a bank becomes non-viable.
 
The Basel Committee has proposed that global systemically important financial institutions (GSIFIs) be subject to an additional common equity Tier 1 capital requirement, depending on a bank’s systemic importance. The Group has been identified by the Financial Stability Board as a GSIFI. As a result the Group was required to meet resolution planning requirements by the end of 2012 as well as have additional loss absorption capacity. In addition, GSIFIs will be subjected to more intensive and effective supervision. The additional capital requirements are to be applied to GSIFIs identified in 2014 (the Financial Stability Board will update its list every three years) and phased in beginning in 2016.

The Basel III rules are due to be phased in between 1 January 2013 and 2019 but have not yet been approved by the EU and their incorporation into European and national law has, accordingly, not yet taken place. On 20 July 2011, the European Commission published a legislative package of proposals to implement the changes with a new Directive and Regulation (collectively known as CRD IV). The final form of CRD IV is still under negotiation and the start-date for its implementation is still not known with full implementation still planned by 1 January 2019. The current proposals would allow the UK to implement more stringent prudential requirements than envisaged under Basel III.

The ICB recommendations and the UK Government’s response supporting such recommendations include proposals to increase capital and loss absorbency to levels that exceed the proposals under Basel III/CRD IV. These requirements, as well as the other recommendations of the ICB, are expected to be phased in between 2015 and 2019. The US Federal Reserve has also proposed changes in how it will regulate the US operations of foreign banking operations such as the Group that may affect the capital requirements of the Group’s operations in the US. As the implementation of the ICB recommendations are the subject of draft legislation not yet adopted and the Federal Reserve’s recent proposals are in a comment period, the Group cannot predict the impact such rules will have on the Group’s overall capital requirements or how they will affect the Group’s compliance with applicable capital and loss absorbency requirements.

To the extent the Group has estimated the indicative impact that Basel III reforms may have on its risk-weighted assets and capital ratios, such estimates are preliminary and subject to uncertainties and may change. In particular, the estimates assume mitigating actions will be taken by the Group (such as deleveraging of legacy positions and securitisations, including Non-Core, as well as other actions being taken to de-risk market and counterparty exposures), which may not occur as anticipated, in a timely manner, or at all.

The Basel Committee changes and other future changes to capital adequacy and liquidity requirements in the UK, the US and in other jurisdictions in which the Group operates, including any application of increasingly stringent stress case scenarios by the regulators in the UK, the US and other jurisdictions in which the Group undertakes regulated activities, may require the Group to raise additional Tier 1 (including Core Tier 1) and Tier 2 capital by way of further issuances of securities, and will result in existing Tier 1 and Tier 2 securities issued by the Group ceasing to count towards the Group’s regulatory capital, either at the same level as present or at all. The requirement to raise additional Core Tier 1 capital, which could be mandated by the Group’s regulators, could have a number of negative consequences for the Group and its shareholders, including impairing the Group’s ability to pay dividends on, or make other distributions in respect of, ordinary shares and diluting the ownership of existing shareholders of the Group. If the Group is unable to raise the requisite Tier 1 and Tier 2 capital, it may be required to reduce further the amount of its risk-weighted assets and engage in the disposal of core and other non-core businesses, which may not occur on a timely basis or achieve prices which would otherwise be attractive to the Group.

Pursuant to the acquisition and contingent capital agreement entered into between the Royal Bank and HM Treasury on 29 November 2009, the Group will be subject to restrictions on payments on its hybrid capital instruments should its Core Tier 1 ratio fall below 6% or if it would fall below 6% as a result of such payment. At 31 December 2012, the Group’s Tier 1 and Core Tier 1 capital ratios were 12.4% and 10.3%, respectively, calculated in accordance with FSA requirements. Any change that limits the Group’s ability to manage effectively its balance sheet and capital resources going forward (including, for example, reductions in profits and retained earnings as a result of write-downs or otherwise, increases in risk-weighted assets, regulatory changes, actions by regulators, delays in the disposal of certain assets or the inability to syndicate loans as a result of market conditions, a growth in unfunded pension exposures or otherwise) or to access funding sources, could have a material adverse impact on its financial condition and regulatory capital position.

 
464

 

The Group’s borrowing costs, its access to the debt capital markets and its liquidity depend significantly on its and the UK Government’s credit ratings
The credit ratings of RBSG, the Royal Bank and other Group members have been subject to change and may change in the future, which could impact their cost of, access to and sources of financing and liquidity. A number of UK and other European financial institutions, including RBSG, the Royal Bank and other Group members, were downgraded during the course of 2011 and 2012 in connection with a review of systemic support assumptions incorporated into bank ratings and the likelihood, in the case of UK banks, that the UK Government is more likely in the future to make greater use of its resolution tools to allow burden sharing with bondholders, and in connection with a general review of rating agencies’ methodologies. Rating agencies continue to evaluate the rating methodologies applicable to UK and European financial institutions and any change in such rating agencies’ methodologies could materially adversely affect the credit ratings of Group companies. Any further reductions in the long-term or short-term credit ratings of RBSG or one of its principal subsidiaries (particularly the Royal Bank) would increase its borrowing costs, require the Group to replace funding lost due to the downgrade, which may include the loss of customer deposits, and may also limit the Group’s access to capital and money markets and trigger additional collateral requirements in derivatives contracts and other secured funding arrangements. At 31 December 2012, a simultaneous one notch long-term and associated short-term downgrade in the credit ratings of RBSG and the Royal Bank by the three main ratings agencies would have required the Group to post estimated additional collateral of £9 billion, without taking account of mitigating action by management.

Any downgrade in the UK Government’s credit ratings could adversely affect the credit ratings of Group companies and may have the effects noted above. In December 2012, Standard & Poor’s placed the UK’s AAA credit rating on credit watch, with negative outlook and, in February 2013, Moody’s downgraded the UK’s credit rating one notch to Aa1. Credit ratings of RBSG, the Royal Bank, RBS N.V., Ulster Bank Limited and RBS Citizens Financial Group, Inc. are also important to the Group when competing in certain markets, such as over-the-counter derivatives. As a result, any further reductions in the Group’s long-term or short-term credit ratings or those of its principal subsidiaries could adversely affect the Group’s access to liquidity and its competitive position, increase its funding costs and have a material adverse impact on the Group’s earnings, cash flow and financial condition.

If the Group is unable to issue the Contingent B Shares to HM Treasury, it may have a material adverse impact on the Group’s capital position, liquidity, operating results and future prospects
In the event that the Group’s Core Tier 1 capital ratio declines to below 5 per cent., until December 2014 HM Treasury is committed to subscribe for up to an additional £8 billion of Contingent B Shares if certain conditions are met. If such conditions are not met and are not waived by HM Treasury, and the Group is unable to issue the Contingent B Shares, the Group will be required to find alternative methods for achieving the requisite capital ratios. There can be no assurance that any of these alternative methods will be available or would be successful in increasing the Group’s capital ratios to the desired or requisite levels. If the Group is unable to issue the Contingent B Shares, the Group’s capital position, liquidity, operating results and future prospects will suffer, its credit ratings may drop, its ability to lend and access funding will be further limited and its cost of funding may increase.

The regulatory capital treatment of certain deferred tax assets recognised by the Group depends on there being no adverse changes to regulatory requirements
There is currently no restriction in respect of deferred tax assets recognised by the Group for regulatory purposes. Changes in regulatory capital rules may restrict the amount of deferred tax assets that can be recognised and such changes could lead to a reduction in the Group’s Core Tier 1 capital ratio. In particular, on 16 December 2010, the Basel Committee published the Basel III rules setting out certain changes to capital requirements which include provisions limiting the ability of certain deferred tax assets to be recognised when calculating the common equity component of Tier 1 capital. CRD IV which will implement Basel III in the EU includes similar limitations. The implementation of the Basel III restrictions on recognition of deferred tax assets within the common equity component of Tier 1 are subject to a phased-in deduction starting on 1 January 2014, to be fully effective by 1 January 2018.

Risks to implementation of Group strategy
The Group’s ability to implement its strategic plan depends on the success of the Group’s refocus on its core strengths and its balance sheet reduction programme
As a result of the global economic and financial crisis that began in 2008 and the changed global economic outlook, the Group is engaged in a financial and core business restructuring which is focused on achieving appropriate risk-adjusted returns under these changed circumstances, reducing reliance on wholesale funding and lowering exposure to capital-intensive businesses. A key part of this restructuring is the programme announced in February 2009 to run-down and sell the Group’s non-core assets and businesses and the continued review of the Group’s portfolio to identify further disposals of certain non-core assets and businesses. Assets identified for this purpose and allocated to the Group’s Non-Core division totalled £258 billion, excluding derivatives, at 31 December 2008. At 31 December 2012, this total had reduced to £57.4 billion (31 December 2011 - £93.7 billion), excluding derivatives, as further progress was made in business disposals and portfolio sales during the course of 2012. This balance sheet reduction programme continues alongside the disposals under the State Aid restructuring plan approved by the European Commission. As part of its core business restructuring, during 2012 the Group implemented changes to its wholesale banking operations, including the reorganisation of its wholesale businesses and the exit and downsizing of selected existing activities (including cash equities, corporate banking, equity capital markets, and mergers and acquisitions).

Because the ability to dispose of assets and the price achieved for such disposals will be dependent on prevailing economic and market conditions, which remain challenging, there is no assurance that the Group will be able to sell or run-down (as applicable) those remaining businesses it is seeking to exit or asset portfolios it is seeking to sell either on favourable economic terms to the Group or at all. Material tax or other contingent liabilities could arise on the disposal of assets and there is no assurance that any conditions precedent agreed will be satisfied, or consents and approvals required will be obtained in a timely manner, or at all. There is consequently a risk that the Group may fail to complete such disposals by any agreed longstop date.
 
 
465

 

Additional information continued
 

Risk factors continued
The Group may be liable for any deterioration in businesses or portfolios being sold between the announcement of the disposal and its completion, which period may be lengthy and may span many months. In addition, the Group may be exposed to certain risks, including risks arising out of ongoing liabilities and obligations, breaches of covenants, representations and warranties, indemnity claims, transitional services arrangements and redundancy or other transaction related costs.

The occurrence of any of the risks described above could negatively affect the Group’s ability to implement its strategic plan and could have a material adverse effect on the Group’s business, results of operations, financial condition, capital ratios and liquidity.

The Group is subject to a variety of risks as a result of implementing the State Aid restructuring plan
The Group was required to obtain State Aid approval for the aid given to the Group by HM Treasury as part of the placing and open offer undertaken by the Group in December 2008, the issuance to HM Treasury of £25.5 billion of B shares in the capital of the Group which are, subject to certain terms and conditions, convertible into ordinary shares in the share capital of the Group and a contingent commitment by HM Treasury to subscribe for up to an additional £8 billion of B Shares if certain conditions are met in addition to the Group’s participation in the Asset Protection Scheme (APS) (which has now been terminated). In that context, as part of the terms of the State Aid approval, the Group, together with HM Treasury, agreed the terms of a restructuring plan.

The Group is subject to a variety of risks as a result of implementing the State Aid restructuring plan, including required asset disposals. In particular, the Group agreed to undertake a series of measures to be implemented over a four year period from December 2009, including the disposal of a number of businesses now completed (or substantially completed) as well as the disposal of all or a controlling portion of Direct Line Group (DLG, formerly known as RBS Insurance) (with disposal of its entire interest in DLG required by 31 December 2014), and the Royal Bank branch-based business in England and Wales and the NatWest branches in Scotland, along with the direct and other small and medium-size enterprise (SME) customers and certain mid-corporate customers across the UK. While the initial sale of 34.7% of DLG through an IPO was completed in October 2012 and a further sale in March 2013 reduced the RBS Group ownership below the 50% level, in respect of the Royal Bank and NatWest branch-based business, the sale process continues to progress following the withdrawal of its original buyer in October 2012.

There is no assurance that the price that the Group receives or has received for any assets sold pursuant to the State Aid restructuring plan will be or has been at a level the Group considers adequate or which it could obtain in circumstances in which the Group was not required to sell such assets in order to implement the State Aid restructuring plan or if such sale were not subject to the restrictions contained in the terms thereof. Further, if the Group fails to complete any of the required disposals within the agreed timeframes for such disposals, under the terms of the State Aid approval, a divestiture trustee may be empowered to conduct the disposals, with the mandate to complete the disposal at no minimum price.

Furthermore, if the Group is unable to comply with the terms of the State Aid approval, it could constitute a misuse of aid. In circumstances where the European Commission doubts that the Group is complying with the terms of the State Aid approval, it may open a formal investigation. At the conclusion of any such investigation, if the European Commission decided that there had been misuse of aid, it could issue a decision requiring HM Treasury to recover the misused aid, which could have a material adverse impact on the Group.

In implementing the State Aid restructuring plan, the Group has lost, and will continue to lose, existing customers, deposits and other assets (both directly through sale and potentially through the impact on the rest of the Group’s business arising from implementing the State Aid restructuring plan) and the potential for realising additional associated revenues and margins that it otherwise might have achieved in the absence of such disposals.

The disposal of Global Merchant Services and RBS Sempra Commodities reduced the Group’s assets by approximately £13.0 billion and £2.4 billion, respectively (based on total assets immediately prior to disposal). The quantum of assets and deposits that would be included in a divestment of the Royal Bank branch-based business in England and Wales and the NatWest branches in Scotland is not certain. However, at 31 December 2012, this business included approximately £18.8 billion of assets, £21.5 billion of deposits and two million customers.

The implementation of the State Aid restructuring plan may also result in disruption to the retained business and give rise to significant strain on management, employee, operational and financial resources, impacting customers and employees and giving rise to separation costs which could be substantial.

The implementation of the State Aid restructuring plan may result in the emergence of one or more new viable competitors or a material strengthening of one or more of the Group’s existing competitors in the Group’s markets. The effect of this on the Group’s future competitive position, revenues and margins is uncertain and there could be an adverse effect on the Group’s operations and financial condition and its business generally.

The occurrence of any of the risks described above could have a material adverse effect on the Group’s business, results of operations, financial condition, capital position and competitive position.

 
466

 


Macro-prudential, regulatory and legal risks
Each of the Group’s businesses is subject to substantial regulation and oversight. Significant regulatory developments and changes in the approach of the Group’s key regulators could have a material adverse effect on how the Group conducts its business and on its results of operations and financial condition
The Group is subject to extensive financial services laws, regulations, corporate governance requirements, administrative actions and policies in each jurisdiction in which it operates. All of these are subject to change, particularly in the current regulatory and market environment, where there have been unprecedented levels of government intervention (including nationalisations and injections of government capital), changes to the regulations governing financial institutions and reviews of the industry, in the UK, in many other European countries, the US and at the EU level.

As a result of the environment in which the Group operates, increasing regulatory focus in certain areas and ongoing and possible future changes in the financial services regulatory landscape (including requirements imposed by virtue of the Group’s participation in government or regulator-led initiatives), the Group is facing greater regulation and scrutiny in the UK, the US and other countries in which it operates (including in relation to compliance with anti-bribery, anti-money laundering, anti-terrorism and other similar sanctions regimes).

Although it is difficult to predict with certainty the effect that recent regulatory developments and heightened levels of public and regulatory scrutiny will have on the Group, the enactment of legislation and regulations in the UK and the EU, the other parts of Europe in which the Group operates and the US (such as the bank levy in the UK, the EU Recovery and Resolution Directive (the “RRD”) or the Dodd-Frank Wall Street Reform and Consumer Protection Act in the US) is likely to result in increased capital and liquidity requirements and changes in regulatory requirements relating to the calculation of capital and liquidity metrics or other prudential rules relating to capital adequacy frameworks, and may result in an increased number of regulatory investigations and proceedings. Any of these developments could have an adverse impact on how the Group conducts its business, applicable authorisations and licences, the products and services it offers, its reputation, the value of its assets, its funding costs and its results of operations and financial condition.

Areas in which, and examples of where, governmental policies, regulatory changes and increased public and regulatory scrutiny could have an adverse impact (some of which could be material) on the Group include those set out above as well as the following:

·
the transfer in the UK of regulatory and supervisory powers from the FSA to the Financial Conduct Authority for conduct of business supervision and the Prudential Regulatory Authority for capital and liquidity supervision in 2013;

·
the monetary, fiscal, interest rate and other policies of central banks and other governmental or regulatory bodies;
 
· 
requirements to separate retail banking from investment banking;

·
restrictions on proprietary trading and similar activities within a commercial bank and/or a group which contains a commercial bank;

·
restructuring certain of the Group’s non-retail banking activities in jurisdictions outside the UK in order to satisfy local capital, liquidity and other prudential requirements;

·
the design and potential implementation of government mandated recovery, resolution or insolvency regimes;

·
the imposition of government imposed requirements with respect to lending to the UK SME market and larger commercial and corporate entities and residential mortgage lending;

·
requirements to operate in a way that prioritises objectives other than shareholder value creation;

·
changes to financial reporting standards (including accounting standards), corporate governance requirements, corporate structures and conduct of business rules;

·
the imposition of restrictions on the Group’s ability to compensate its senior management and other employees;

·
regulations relating to, and enforcement of, anti-bribery, anti-money laundering, anti-terrorism or other similar sanctions regimes;

·
rules relating to foreign ownership, expropriation, nationalisation and confiscation of assets;

·
other requirements or policies affecting the Group’s profitability, such as the imposition of onerous compliance obligations, further restrictions on business growth, product offering, capital, liquidity or pricing;

·
the introduction of, and changes to, taxes, levies or fees applicable to the Group’s operations (such as the imposition of financial activities taxes and changes in tax rates that reduce the value of deferred tax assets); and

·
the regulation or endorsement of credit ratings used in the EU (whether issued by agencies in EU member states or in other countries, such as the US).

Changes in laws, rules or regulations, or in their interpretation or enforcement, or the implementation of new laws, rules or regulations may adversely affect the Group’s business, financial condition and results of operations. In addition, uncertainty and lack of international regulatory coordination as enhanced supervisory standards are developed and implemented may adversely affect the Group’s ability to engage in effective business, capital and risk management planning.
 
 
467

 
 
Additional information continued

Risk factors continued
The Group is subject to resolution procedures under current and proposed resolution and recovery schemes which may result in various actions being taken in relation to any securities of the Group, including the write off, write-down or conversion of the Group’s securities
As a result of its status as a GSIFI and in accordance with current and proposed resolution and recovery schemes, the Group was required to meet certain resolution planning requirements by the end of 2012 and is required to meet others in 2013 contemplating its possible failure. The Group made the required submissions in 2012 to the FSA and its US business will make its required submissions in 2013. Similar to other major financial institutions, both the Group and its key subsidiaries remain engaged in a constructive dialogue on resolution and recovery planning with key national regulators and other authorities.

In addition to the powers provided by the Banking Act 2009, further resolution powers are expected to be provided as part of the RRD and the reforms implementing the recommendations of the ICB. Such resolution powers are expected to include a bail-in mechanism, pursuant to which losses would be imposed on shareholders and, as appropriate, creditors of the Group (through write-down or conversion into equity of liabilities including debt securities) in order to recapitalise and restore the Group to solvency as well as other options, including those as set forth in the Banking Act 2009. The implementation of any resolution and recovery scheme is the subject of significant debate, particularly for GSIFIs with complex cross border activities. Such debate includes whether resolution and recovery powers may be exercised through a single point of entry at the holding company or at various levels of the corporate structure of a GSIFI.

The potential impacts of these resolution and recovery powers may include the total loss of value of securities issued by the Group and, in addition for debt holders, the possible conversion into equity securities, and under certain circumstances the inability of the Group to perform its obligations under its securities.

The Group is subject to a number of regulatory initiatives which may adversely affect its business. The Independent Commission on Banking’s final report on competition and possible structural reforms in the UK banking industry has been adopted by the UK Government which intends to implement the recommendations substantially as proposed. In addition other proposals to ring fence certain business activities and the US Federal Reserve’s proposal for applying US capital, liquidity and enhanced prudential standards to certain of the Group’s US operations together with the UK reforms could require structural changes to the Group’s business. Any of these changes could have a material adverse effect on the Group.
The UK Government published a White Paper on Banking Reform in September 2012, outlining proposed structural reforms in the UK banking industry. The measures proposed were drawn in large part from the recommendations of the ICB, which was appointed by the UK Government in June 2010, The ICB published its final report to the Cabinet Committee on Banking Reform on 12 September 2011, which set out the ICB’s views on possible reforms to improve stability and competition in UK banking. The final report made a number of recommendations, including in relation to (i) promotion of competition, (ii) increased loss absorbency (including bail-in, i.e., the ability to write down debt or convert it into an issuer’s ordinary shares in certain circumstances) and (iii) the implementation of a ring-fence of retail banking operations.

The measures in relation to the promotion of competition are already largely in train, including the development of an industry mechanism to make it easier for customers to switch their personal current accounts to a different provider, which is due to be completed by September 2013.

Bail-in mechanisms continue to be discussed by the EU and the Group continues to participate in the debate around such mechanisms, which could affect the rights of creditors, including holders of senior and subordinated bonds, and shareholders in the event of the implementation of a resolution scheme or an insolvency and could thereby materially affect the price of such securities.

The UK Government published in October 2012 a draft bill intended to enable the implementation of these reforms. This draft bill is subject to pre-legislative scrutiny by the UK Parliamentary Commission on Standards in Banking (PCBS), which may recommend changes to the bill. The UK Government published its response to the PCBS in February 2013 and agreed to amend the bill to include provisions giving the regulator the power to enforce full separation between retail and wholesale banking in a specified group. The Financial Services (Banking Reform) Bill, which will provide primary enabling legislation, has now received its second reading in the House of Commons and, if passed, is expected to receive Royal Assent early in 2014. This is with a view to completing the overall legislative framework by May 2015, requiring compliance as soon as practicable thereafter and setting a final deadline for full implementation of 2019.

The impact of any final legislation on the Group is impossible to estimate with any precision at this stage. The introduction of bail-in mechanisms may affect the Group’s cost of borrowing, its ability to access professional markets’ funding and its funding and liquidity metrics. It is also likely that ring-fencing certain of the Group’s operations would require significant restructuring with the possible transfer of large numbers of customers between legal entities. It is possible that such ring-fencing, by itself, or taken together with the impact of other proposals contained in this legislation and other EU legislation that will apply to the Group could have a material adverse effect on the Group’s structure and on the viability of certain businesses, in addition to the Group’s results of operations, financial conditions and prospects.

It is also possible that the UK’s implementation of a ring-fence may conflict with any EU legislation to implement the recommendations of the High-level Expert Group on Reforming the Structure of the EU Banking Sector, whose report, published in October 2012, proposed, inter alia, ring-fencing the trading and market-making activities of major European banks. This could affect the Group’s position relative to some competitors. However, it is not yet clear whether the EU will implement ring-fencing proposals and whether they will apply to UK banks, in addition to the UK’s own ring-fencing measures.

 
468

 

Under the US Federal Reserve’s proposal to change how it regulates the US operations of large foreign banking groups, foreign banking organisations with total global consolidated assets of $50 billion or more (“Large FBOs”) would have to create a separately capitalised top-tier US intermediate holding company (IHC) that would hold all US bank and non-bank subsidiaries. The IHC would be subject to US capital, liquidity and other enhanced prudential standards on a consolidated basis. Among other things, an IHC would be subject to the same US risk based and leverage capital standards that apply to a US bank holding company. The adoption of such a regime would likely result in the Group being subject to multiple capital regimes where the US has departed from the international Basel Capital Framework as adopted in the UK and Europe. The imposition of US capital, liquidity and other enhanced prudential standards on an IHC of a Large FBO that is subject to home country capital standards on a group-wide consolidated basis would likely give rise to challenging organisational and compliance issues. The foregoing is only one example of issues that the Group might confront if its US operations were to be subject to these proposals. Under the current proposals the Group’s US operations would be subject to these heightened requirements.

If any of the proposals described above are adopted, major changes to the Group’s corporate structure, its business activities conducted in the UK and the US and potentially other jurisdictions where the Group operates, as well as changes to the Group’s business model, might be required. The changes are likely to include ring-fencing certain banking activities in the UK from other activities of the Group as well as restructuring other operations within the Group in order to comply with these proposed new rules and regulations. The proposals, if adopted, are expected to take an extended period of time to put into place, would be costly to implement and may lack harmonisation, all of the effects of which could have a material adverse effect on the Group’s structure, results of operations, financial condition and prospects.

The Group is subject to a number of legal and regulatory actions and investigations. Unfavourable outcomes in such actions and investigations could have a material adverse effect on the Group’s operating results or reputation
The Group’s operations are diverse and complex and it operates in legal and regulatory environments that expose it to potentially significant litigation, regulatory investigation and other regulatory risk. As a result, the Group is, and may in the future be, involved in a number of legal and regulatory proceedings and investigations in the UK, the EU, the US and other jurisdictions.

The Group is involved in ongoing class action litigation, LIBOR related litigation and investigations, securitisation and securities related litigation, and anti-money laundering, sanctions, mis-selling and compliance related investigations, in addition to a number of other matters. In respect of the LIBOR investigations, the Group reached a settlement on 6 February 2013 with the Financial Services Authority, the Commodity Futures Trading Association and the US Department of Justice. In addition to this settlement, the Group continues to cooperate with these and other governmental and regulatory authorities, including in the US and Asia, into its submissions, communications and procedures relating to the setting of LIBOR and other trading rates, and the probable outcome is that it will incur additional financial penalties. For more detail on the Group’s ongoing legal and regulatory proceedings, see page 415. Legal and regulatory proceedings and investigations are subject to many uncertainties, and their outcomes, including the timing and amount of fines or settlements, which may be material, are often difficult to predict, particularly in the early stages of a case or investigation. Adverse regulatory proceedings or adverse judgments in litigation could result in restrictions or limitations on the Group’s operations or have a significant effect on the Group’s reputation or results of operations.

The Group may be required to increase provisions in relation to ongoing legal proceedings, investigations and regulatory matters. In 2012, provisions were required to cover costs of redress in respect of past sales of interest rate hedging products to the Group’s small and medium sized businesses, having regard to the FSA report issued in January 2013 outlining the principles to which it wishes the Group and other UK banks to adhere in conducting the review and redress exercise. Additional provisions were required in 2012 to cover increased costs associated with Payment Protection Insurance sales practices. Provision was also required in respect of the redress paid to customers following the June 2012 technology incident which resulted in delays in the processing of certain customer accounts and payments. Significant increases in provisions may harm the Group’s reputation and may have an adverse effect on the Group’s financial condition and results of operations.

The Group, like many other financial institutions, has come under greater regulatory scrutiny in recent years and expects that environment to continue for the foreseeable future, particularly as it relates to compliance with new and existing corporate governance, employee compensation, conduct of business, anti-money laundering and anti-terrorism laws and regulations, as well as the provisions of applicable sanctions programmes.

Financial reporting related risks
The value of certain financial instruments recorded at fair value is determined using financial models incorporating assumptions, judgements and estimates that may change over time or may ultimately not turn out to be accurate
Under International Financial Reporting Standards (IFRS), the Group recognises at fair value: (i) financial instruments classified as held-for-trading or designated as at fair value through profit or loss; (ii) financial assets classified as available-for-sale; and (iii) derivatives. Generally, to establish the fair value of these instruments, the Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently active, internal valuation models that utilise observable market data. In certain circumstances, the data for individual financial instruments or classes of financial instruments utilised by such valuation models may not be available or may become unavailable due to prevailing market conditions. In such circumstances, the Group’s internal valuation models require the Group to make assumptions, judgements and estimates to establish fair value, which are complex and often relate to matters that are inherently uncertain. These assumptions, judgements and estimates will need to be updated to reflect changing facts, trends and market conditions. The resulting change in the fair values of the financial instruments has had and could continue to have a material adverse effect on the Group’s earnings and financial condition.

 
469

 
 
Additional information continued

 
Risk factors continued
The Group’s results could be adversely affected in the event of goodwill impairment
The Group capitalises goodwill, which is calculated as the excess of the cost of an acquisition over the net fair value of the identifiable assets, liabilities and contingent liabilities acquired. Acquired goodwill is recognised initially at cost and subsequently at cost less any accumulated impairment losses. As required by IFRS, the Group tests goodwill for impairment annually, or more frequently when events or circumstances indicate that it might be impaired. An impairment test involves comparing the recoverable amount (the higher of the value in use and fair value less cost to sell) of an individual cash generating unit with its carrying value. At 31 December 2012, the Group carried goodwill of £11.3 billion on its balance sheet. The value in use and fair value of the Group’s cash generating units are affected by market conditions and the performance of the economies in which the Group operates. Where the Group is required to recognise a goodwill impairment, it is recorded in the Group’s income statement, although it has no effect on the Group’s regulatory capital position. Any significant write-down of goodwill could have a material adverse effect on the Group’s results of operations.

The recoverability of certain deferred tax assets recognised by the Group depends on the Group’s ability to generate sufficient future taxable profits
In accordance with IFRS, the Group has recognised deferred tax assets on losses available to relieve future profits from tax only to the extent that it is probable that they will be recovered. The deferred tax assets are quantified on the basis of current tax legislation and accounting standards and are subject to change in respect of the future rates of tax or the rules for computing taxable profits and allowable losses. Failure to generate sufficient future taxable profits or changes in tax legislation or accounting standards may reduce the recoverable amount of the recognised deferred tax assets. In April 2011, the UK Government commenced a staged reduction in the rate of UK corporation tax from 28% to 23% over a four-year period. Further rate reductions were announced in 2012 which will lead to a corporation tax rate of 21% by April 2014 and the budget in March 2013 announced a further reduction to 20% from April 2015. Such changes in the applicable tax rates will reduce the recoverable amount of the recognised deferred tax assets.
 
Operational risks
Operational risks are inherent in the Group’s businesses
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. The Group has complex and geographically diverse operations and operational risk and losses can result from internal and external fraud, errors by employees or third parties, failure to document transactions properly or to obtain proper authorisation, failure to comply with applicable regulatory requirements and conduct of business rules (including those arising out of anti-bribery, anti-money laundering and anti-terrorism legislation, as well as the provisions of applicable sanctions programmes), equipment failures, business continuity and data security system failures, natural disasters or the inadequacy or failure of systems and controls, including those of the Group’s suppliers or counterparties. Although the Group has implemented risk controls and loss mitigation actions, and substantial resources are devoted to developing efficient procedures, to identify and rectify weaknesses in existing procedures and to train staff, it is not possible to be certain that such actions have been or will be effective in controlling each of the operational risks faced by the Group. Ineffective management of operational risks could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s operations are highly dependent on its information technology systems
The Group’s operations are dependent on the ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations where it does business. The proper functioning of the Group’s payment systems, financial and sanctions controls, risk management, credit analysis and reporting, accounting, customer service and other information technology systems, as well as the communication networks between its branches and main data processing centres, are critical to the Group’s operations. Critical system failure, any prolonged loss of service availability or any material breach of data security, particularly involving confidential customer data, could cause serious damage to the Group’s ability to service its clients, could result in significant compensation costs, could breach regulations under which the Group operates and could cause long-term damage to the Group’s business and brand.

For example, failure to protect the Group’s operations from cyber attacks could result in the loss of customer data or other sensitive information. The threats are increasingly sophisticated and there can be no assurance that the Group will be able to prevent all threats. In addition, in June 2012, a computer system failure prevented customers from accessing accounts in both the UK and Ireland. Ongoing issues relating to the failure continued for several months, requiring the Group to set aside a provision for compensation to customers who suffered losses as a result of the system failure, in addition to other related costs. See page 390.

The Group may suffer losses due to employee misconduct
The Group’s businesses are exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions and serious reputational or financial harm to the Group. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter employee misconduct and the precautions the Group takes to prevent and detect this activity may not always be effective.

 
470

 


The Group’s operations have inherent reputational risk
Reputational risk, meaning the risk to earnings and capital from negative public opinion, is inherent in the Group’s business. Negative public opinion can result from the actual or perceived manner in which the Group conducts its business activities, from the Group’s financial performance, from the level of direct and indirect government support or from actual or perceived practices in the banking and financial industry. Modern technologies, in particular online social networks and other broadcast tools which facilitate communication with large audiences in short time frames and with minimal costs, may significantly enhance and accelerate the impact of damaging information and allegations. Negative public opinion may adversely affect the Group’s ability to keep and attract customers and, in particular, corporate and retail depositors. The Group cannot ensure that it will be successful in avoiding damage to its business from reputational risk, which may result in a material adverse effect on the Group’s financial condition, results of operations and prospects.

The Group could fail to attract or retain senior management, which may include members of the Board, or other key employees, and it may suffer if it does not maintain good employee relations
The Group’s ability to implement its strategy and its future success depends on its ability to attract, retain and remunerate highly skilled and qualified personnel, including its senior management, which include directors and other key employees, competitively with its peers. This cannot be guaranteed, particularly in light of heightened regulatory oversight of banks and heightened scrutiny of, and (in some cases) restrictions placed upon, management and employee compensation arrangements, in particular those in receipt of Government support (such as the Group).

In addition to the effects of such measures on the Group’s ability to retain senior management and other key employees, the marketplace for skilled personnel is more competitive, which means the cost of hiring, training and retaining skilled personnel may continue to increase. The failure to attract or retain a sufficient number of appropriately skilled personnel could place the Group at a significant competitive disadvantage and prevent the Group from successfully implementing its strategy, which could have a material adverse effect on the Group’s financial condition and results of operations.

In addition, certain of the Group’s employees in the UK, continental Europe and other jurisdictions in which the Group operates are represented by employee representative bodies, including trade unions. Engagement with its employees and such bodies is important to the Group and a breakdown of these relationships could adversely affect the Group’s business, reputation and results.

The Group continues to be exposed to its insurance business which is subject to inherent risks involving claims
Future claims in the insurance business may be higher than expected as a result of changing trends in claims experience resulting from catastrophic weather conditions, demographic developments, changes in the nature and seriousness of claims made, changes in mortality, changes in the legal and compensatory landscape and other causes outside the Group’s control. Because the Group will continue to consolidate DLG’s results with its own for as long as required under accounting rules, any adverse impact on DLG due to these trends or insufficient or improper risk management by DLG could have an adverse effect on the Group’s financial condition and results of operations.

 
471

 
 
Additional information continued

 
Iran sanctions and related disclosures
Disclosure pursuant to section 13(r) of the Securities Exchange Act
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added a new Section 13(r) to the Exchange Act, requiring an issuer to disclose in its annual or quarterly reports, as applicable, whether, during the period covered by the report, it or any of its affiliates knowingly engaged in specified activities or transactions relating to Iran or with individuals or entities designated under Executive Order 13382 or 13224. Disclosure is required of certain activities conducted outside the United States by non-U.S. entities in compliance with local law, whether or not the activities are sanctionable under U.S. law. In order to comply with this new requirement, the following activities of our affiliate RBS Group are disclosed in response to section 13(r).

Licensed Payments
During 2012, in full compliance with applicable sanctions and under applicable licenses granted by appropriate authorities, RBS Group facilitated a small number of payments that were remitted by Iranian government-owned financial institutions and/or financial institutions designated under Executive Order 13382 or 13224. The payments related to amounts due to providers for ongoing business expenses, information technology support, legal services, and sanctions screening services and products. In addition, RBS Group facilitated several payments, as correspondent, from a frozen account of a financial institution designated under Executive Order 13382 or 13224 directly into frozen accounts of the designated financial institution maintained at other financial institutions for the purpose of account aggregation, also pursuant to licenses granted by appropriate authorities. The transactions described in this paragraph resulted in less than the equivalent of £30 in gross revenue to RBS Group. RBS Group intends to continue to engage in transactions similar to those described in this paragraph as long as such transactions are licensed by the proper authorities.

Legacy Guarantees
In 2012, in full compliance with applicable sanctions and under general license from the appropriate authorities, RBS Group exited a legacy guarantee (performance bond) that was originally entered into in 2003 in compliance with applicable law. The contract supported by the performance bond related to an RBS Group client’s provision of technical and inspection services to an Iranian government-owned entity. In connection with exiting this guarantee, RBS Group made a payment into a frozen account of an Iranian government-owned financial institution that is designated under Executive Order 13382 maintained at another financial institution. Under appropriate license from the applicable authorities, RBS Group holds three additional legacy guarantees entered into between 2003 and 2007, which support arrangements entered into lawfully by Group customers with Iranian counterparties in relation to the Iranian energy and petrochemicals industry. These performance bonds are in favour of Iranian government-owned financial institutions that are also designated under Executive Order 13382. RBS Group has made considerable efforts to exit and formally cancel the guarantees. It has been unable to do so to date but intends to terminate these legacy guarantees if changes to the applicable law are made to allow it to terminate them. RBS Group received revenue of less than £2,500 in the reporting period in respect of these legacy guarantees. No payments were made under these guarantees in 2012. If any payments are required to be made under the performance bonds while the beneficiaries remain the targets of EU sanctions, RBS Group intends to make the payments under applicable licence into frozen bank accounts.

Clearing System
The Group participates in local government-run clearing and settlement exchange systems in a number of countries in compliance with applicable laws and regulations. Iranian government-owned banks, including certain banks designated under Executive Order 13382 or 13224, also participate in some of these clearing systems, which creates the risk that RBS Group could participate in transactions in which such Iranian banks are involved. Where legally permissible, RBS Group has instituted procedures to screen and halt any outgoing and incoming payments to and from Iranian banks in these clearing systems prior to settlement. RBS Group has obtained licenses from the appropriate authorities to participate in local payment and settlement systems in the United Arab Emirates (UAE). Pursuant to these licenses, during 2012, RBS Group processed transactions in the UAE that involved Iranian government-owned banks, certain of which are designated under the Executive Orders referenced above. There was no measurable revenue or profit generated by this activity in 2012. RBS Group intends to continue to participate in the clearing and settlement exchange systems in various countries and will continue to seek to limit the risk of participating in transactions involving Iranian government-owned financial institutions in accordance with applicable laws and regulations. It intends to participate in transactions involving such entities only pursuant to licenses from the appropriate authorities.
 
 
 
 
472

 
 
 
 
 
 
Shareholder information
 
 
474
Financial calendar
474
Shareholder enquiries
475
Analyses of ordinary shareholders
476
Trading market
479
Dividend history
480
Taxation for US Holders
484
Exchange controls
484
Memorandum and Articles of Association
492
Incorporation and registration
493
Abbreviations and acronyms
494
Glossary of terms
502
Index
505
Important addresses
505
Principal offices
 
 
 
473

 
 
Shareholder information continued
 
 
Financial calendar
Annual General Meeting
14 May 2013
 
RBS Conference Centre
RBS Gogarburn
 
Edinburgh EH12 1HQ
   
   
Interim results
2 August 2013


Dividends
Payment dates
 
Cumulative preference shares
31 May and 31 December 2013
   
Non-cumulative preference shares
28 March, 28 June, 30 September
and 31 December 2013
 
Ex-dividend date
 
Cumulative preference shares
1 May 2013
   
Record date
 
Cumulative preference shares
3 May 2013

For further information on the payment of dividends, see page 479.

Shareholder enquiries
Shareholdings in the company may be checked by visiting the ‘Managing your shareholding’ section of our website www.rbs.com/managing_shareholding. You will need the shareholder reference number printed on your share certificate or tax voucher to gain access to this information.

Listed below are the most commonly used features on the website:

·
holding enquiry - view balances, values, history, payments and reinvestments;

·
address change - change your registered address;

·
e-Comms sign-up - choose to receive email notification when your shareholder communications become available instead of paper communications;

·
outstanding payments - reissue any uncashed payments using our online replacement service; and

·
downloadable forms - including stock transfer and change of address forms.

You may also check your shareholding by contacting our Registrar:

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: +44 (0)870 702 0135
Fax: +44 (0)870 703 6009
Web: www.investorcentre.co.uk/contactus

Shareholders may also download forms via the Shareholder forms link within the ‘Managing your shareholding’ section of our website www.rbs.com/managing_shareholding

Braille and audio Annual Review and Summary Financial Statement
Shareholders requiring a Braille or audio version of the Annual Review and Summary Financial Statement should contact the Registrar on +44 (0)870 702 0135.

ShareGift
The company is aware that shareholders who hold a small number of shares may be retaining these shares because dealing costs make it uneconomical to dispose of them. ShareGift, the charity share donation scheme, is a free service operated by The Orr Mackintosh Foundation (registered charity 1052686) to enable shareholders to donate shares to charity.

Donating your shares in this way will not give rise to either a gain or a loss for UK capital gains tax purposes and you may be able to reclaim UK income tax on gifted shares. Further information can be obtained from HM Revenue & Customs.

Should you wish to donate your shares to charity in this way you should contact ShareGift for further information:

ShareGift, The Orr Mackintosh Foundation
17 Carlton House Terrace, London SW1Y 5AH
Telephone: +44 (0)20 7930 3737
www.sharegift.org

 
474

 


Shareholder enquiries continued
Share fraud warning
Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in ‘boiler rooms’ that are mostly based abroad. While high profits are promised, those who buy or sell shares in this way usually lose their money. The Financial Services Authority (FSA) has found most share fraud victims are experienced investors who lose an average of £20,000, with around £200 million lost in the UK each year.

Protect yourself
If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research reports, you should take these steps before handing over any money;

·
get the name of the person and organisation contacting you;

·
check the FSA Register at www.fsa.gov.uk/fsaregister to ensure they are authorised;
 
· 
use the details on the FSA Register to contact the firm;

·
call the FSA Consumer Helpline on 0845 606 1234 if there are no contact details on the Register or you are told they are out of date;

·
search the FSA’s list of unauthorised firms and individuals to avoid doing business with; and

·
remember if it sounds too good to be true, it probably is.

If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme (FSCS) if things go wrong.

Report a scam
If you are approached about a share scam you should tell the FSA using the share fraud reporting form at www.fsa.gov.uk/scams, where you can find out about the latest investment scams. You can also call the Consumer Helpline on 0845 606 1234. If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.

Analyses of ordinary shareholders
At 31 December 2012
Shareholdings 
Number 
of shares 
- millions 
% 
Individuals
206,589 
128.8 
2.1 
Banks and nominee companies
13,320 
5,837.9 
96.2 
Investment trusts
117 
3.9 
0.1 
Insurance companies
136 
0.5 
— 
Other companies
851 
24.7 
0.4 
Pension trusts
32 
2.1 
— 
Other corporate bodies
395 
72.9 
1.2 
 
221,440 
6,070.8 
100.0 
       
Range of shareholdings:
     
1 - 1,000
191,185 
48.5 
0.8 
1,001 - 10,000
28,382 
65.1 
1.1 
10,001 - 100,000
1,212 
33.0 
0.5 
100,001 - 1,000,000 
444 
150.3 
2.5 
1,000,001 - 10,000,000
179 
559.6 
9.2 
10,000,001 and over
38 
5,214.3 
85.9 
 
221,440 
6,070.8 
100.0 
 
 
475

 
 
Shareholder information continued
 

Trading market
Non-cumulative dollar preference shares
On 26 March 1997, 8 February 1999, 30 September 2004, 26 August 2004, 19 May 2005, 9 November 2005, 25 May 2006, 27 December 2006, 28 June 2007, 27 September 2007 and 4 October 2007, the company issued the following Series of American Depository Shares (ADSs) representing non-cumulative dollar preference shares of the company, in the United States, of which the following were outstanding at 31 December 2012:

6,255,408 Series F ("Series F ADSs") representing 6,255,408 non-cumulative dollar preference shares, Series F;

9,687,654 Series H ("Series H ADSs") representing 9,687,654 non-cumulative dollar preference shares, Series H;

30,027,877 Series L ("Series L ADSs") representing 30,027,877 non-cumulative dollar preference shares, Series L;

23,125,869 Series M (“Series M ADSs”) representing 23,125,869 non-cumulative dollar preference shares, Series M;

22,113,160 Series N ("Series N ADSs") representing 22,113,160 non-cumulative dollar preference shares, Series N;

9,883,307 Series P ("Series P ADSs") representing 9,883,307 non-cumulative dollar preference shares, Series P;

20,646,938 Series Q ("Series Q ADSs") representing 20,646,938 non-cumulative dollar preference shares, Series Q;

10,163,932 Series R ("Series R ADSs") representing 10,163,932 non-cumulative dollar preference shares, Series R;

26,449,040 Series S ("Series S ADSs") representing 26,449,040 non-cumulative dollar preference shares, Series S;

51,245,839 Series T ("Series T ADSs") representing 51,245,839 non-cumulative dollar preference shares, Series T; and

10,130 Series U ("Series U ADSs") representing 10,130 non-cumulative dollar preference shares, Series U.


Each of the respective ADSs set out above represents the right to receive one corresponding preference share, and is evidenced by an American Depository Receipt (ADR) and is listed on the New York Stock Exchange, a subsidiary of NYSE Euronext (NYSE).

The ADRs evidencing the ADSs above were issued pursuant to Deposit Agreements, among the company, The Bank of New York, as depository, and all holders from time-to-time of ADRs issued thereunder. Currently, there is no non-United States trading market for any of the
non-cumulative dollar preference shares. All of the non-cumulative dollar preference shares are held by the depository, as custodian, in bearer form.

In May 2010, the Group redeemed certain subordinated debt securities and equity preference shares in exchange for cash or senior debt, resulting in the number of securities in issue reducing to the amounts shown above.

At 31 December 2012, there were 61 registered shareholders of Series F ADSs, 37 registered shareholders of Series H ADSs, 20 registered shareholders of Series L ADSs, 7 registered shareholders of Series M ADSs, 16 registered shareholders of Series N ADSs, 28 registered shareholders of Series P ADSs, 12 registered shareholders of Series Q ADSs, 4 registered shareholders of Series R ADSs, 1 registered shareholder of Series S ADSs, 14 registered shareholders of Series T ADSs and 1 registered shareholder of Series U ADSs.

PROs
In August 2001, the company issued US$1.2 billion perpetual regulatory tier one securities (PROs) in connection with a public offering in the United States. The PROs are listed on the NYSE.

ADSs representing ordinary shares
In October 2007, the company listed ADSs, each representing one ordinary share nominal value 25p each (or a right to receive one ordinary share), and evidenced by an ADR or uncertificated securities, on the NYSE. The ADSs were issued in connection with the company's bid for the outstanding share capital of ABN AMRO Holding N.V.. With effect from 7 November 2008, the ratio of one ADS representing one ordinary share changed to one ADS representing 20 ordinary shares.

At the Annual General Meeting on 30 May 2012, shareholders approved a sub-division and consolidation of the Group’s ordinary shares which resulted in new ordinary shares of 100 pence each being admitted to trading in London and New York with effect from 6 June 2012. The ratio of one ADS representing 20 ordinary shares changed to one ADS representing two ordinary shares with effect from 6 June 2012. As at 31 December 2012, 16.9 million ADSs were outstanding.

The ADSs described above were issued pursuant to a Deposit Agreement, among the company, The Bank of New York Mellon, as depository, and all owners and holders from time to time of ADSs issued thereunder. The ordinary shares of the company are listed and traded on the London Stock Exchange. All ordinary shares are deposited with the principal London office of The Bank of New York Mellon, as custodian for the depository.
 
 
476

 
 
 

Trading market continued
The following table shows, for the periods indicated, the high and low sales prices for each of the outstanding ADSs representing non-cumulative dollar preference shares and PROs, as reported on the NYSE or NASDAQ.

 
Figures in US$
 
Series F
ADSs
Series H
ADSs
Series L
ADSs
Series M
ADSs
Series N
ADSs
Series P
ADSs
Series Q
ADSs
Series R
ADSs
Series S
ADSs
Series T
ADSs
Series U
ADSs
PROs (1)
By month
                         
Feb 2013
High
25.62
25.40
23.67
23.13
23.09
22.86
24.24
22.61
23.88
25.02
92.00
106.10
 
Low
25.19
25.01
23.16
22.57
22.43
22.27
23.62
22.10
23.40
24.51
89.25
104.91
Jan 2013
High
25.50
25.41
24.00
23.87
23.69
23.71
24.47
23.47
24.12
24.82
97.00
107.70
 
Low
24.77
24.70
22.39
22.58
22.48
22.42
23.38
22.16
23.22
24.19
90.50
100.24
Dec 2012
High
25.20
24.92
23.40
23.09
22.98
22.81
23.40
22.96
23.30
24.50
90.00
100.59
 
Low
24.33
23.99
22.00
22.39
22.31
22.31
22.85
22.21
22.69
23.85
86.25
98.99
Nov 2012
High
25.16
24.92
23.28
22.93
22.96
22.83
23.37
22.78
23.31
24.09
85.50
99.46
 
Low
24.70
24.04
22.15
21.99
21.92
22.24
22.36
22.07
22.33
23.11
83.50
98.31
Oct 2012
High
25.11
24.87
23.57
21.92
21.97
22.51
22.55
22.23
22.26
23.78
85.50
99.08
 
Low
24.65
24.42
21.32
20.73
20.71
21.15
21.16
21.26
20.89
22.78
82.50
97.92
Sep 2012
High
25.25
24.96
22.29
21.24
21.31
21.76
21.93
21.26
21.44
23.54
85.00
98.46
 
Low
24.64
24.11
20.95
20.40
20.45
20.70
20.90
20.67
20.49
22.57
79.00
93.68
                           
By quarter
                         
2012: Q4
High
25.20
24.92
23.57
23.09
22.98
22.83
23.40
22.96
23.31
24.50
90.00
100.59
 
Low
24.33
23.99
21.32
20.73
20.71
21.15
21.16
21.26
20.89
22.78
82.50
97.92
2012: Q3
High
25.35
24.96
22.29
21.24
21.31
21.76
21.93
21.26
21.44
23.54
85.00
98.46
 
Low
23.23
21.92
18.02
17.53
17.28
17.52
18.20
17.50
17.85
19.76
66.00
79.51
2012: Q2
High
23.43
22.33
19.10
17.76
17.64
18.33
18.77
17.85
18.44
20.45
71.00
86.60
 
Low
20.39
19.34
17.00
15.85
15.70
15.85
16.39
15.58
16.23
18.11
62.00
73.78
2012: Q1
High
24.24
22.74
19.48
16.64
16.51
16.52
17.39
16.57
16.98
19.00
71.38
85.32
 
Low
17.60
16.76
15.46
11.63
11.53
11.41
12.24
11.41
11.83
13.08
53.63
66.58
2011: Q4
High
20.36
19.50
16.70
13.87
13.87
13.59
14.40
13.73
14.14
15.75
65.00
72.14
 
Low
16.21
15.35
13.87
10.21
10.20
10.01
10.73
10.01
10.40
11.63
46.00
63.58
2011: Q3
High
23.95
22.47
18.49
17.47
17.39
16.84
17.65
16.86
17.51
18.96
78.25
91.91
 
Low
17.36
16.80
14.93
10.31
10.11
9.97
10.62
9.98
10.22
11.43
48.00
68.08
2011: Q2
High
25.05
23.95
19.40
18.80
18.82
18.40
19.40
18.35
18.88
20.60
84.00
96.69
 
Low
23.34
21.99
17.74
16.55
16.50
15.96
16.87
15.86
16.75
18.05
75.50
90.48
2011: Q1
High
23.90
22.83
19.27
17.82
17.80
17.57
18.25
17.34
17.95
19.62
79.50
92.68
 
Low
21.85
20.70
17.40
15.03
14.99
14.95
15.30
14.98
15.13
16.47
65.50
83.75
                           
By year
                         
2012
High
25.35
24.96
23.57
23.09
22.98
22.83
23.40
22.96
23.31
24.50
90.00
100.59
 
Low
17.60
16.76
15.46
11.63
11.53
11.41
12.24
11.41
11.83
13.08
53.63
66.58
2011
High
25.05
23.95
19.40
18.80
18.82
18.40
19.40
18.35
18.88
20.60
84.00
96.69
 
Low
16.21
15.35
13.87
10.21
10.11
9.97
10.62
9.98
10.22
11.43
46.00
63.58
2010
High
23.97
23.85
19.88
17.75
17.73
17.77
17.91
17.75
17.73
18.64
78.25
97.06
 
Low
16.57
15.10
13.35
10.95
10.91
10.75
11.24
10.80
10.99
11.90
53.00
67.13
2009
High
18.30
16.46
13.65
14.07
14.11
13.91
15.15
13.63
14.45
16.48
57.50
69.25
 
Low
3.00
2.77
2.21
2.63
2.55
2.43
2.64
2.37
2.58
2.78
8.98
20.00
2008
High
25.74
25.30
22.27
24.12
24.01
23.85
24.95
23.52
24.66
25.66
105.61
107.55
 
Low
5.10
5.00
4.37
4.51
4.20
4.50
4.34
4.16
4.36
5.43
39.84
53.60

Note:
(1)
Price quoted as a % of US$1,000 nominal.
 
 
477

 
 
Shareholder information continued
 
 
Ordinary shares
The following table shows, for the periods indicated, the high and low sales prices for the company's ordinary shares, as derived from the Daily Official List of the London Stock Exchange. All prices have been restated for the sub-division and one-for-ten consolidation of ordinary shares, which took effect in June 2012. Prices for 2008 were also restated for the effect of the rights issue in June 2008 and the capitalisation issue in September 2008.

By month
 
£ 
 
By quarter
 
£ 
 
By year
 
£ 
February 2013
High
3.548 
 
2012: Q4
High
3.250 
 
2012
High
3.250 
 
Low
3.239 
   
Low
2.573 
   
Low
1.966 
January 2013
High
3.678 
 
2012: Q3
High
2.790 
 
2011
High
4.900 
 
Low
3.245 
   
Low
1.966 
   
Low
1.734 
December 2012
High
3.250 
 
2012: Q2
High
2.775 
 
2010
High
5.804 
 
Low
2.926 
   
Low
1.998 
   
Low
3.125 
November 2012
High
2.990 
 
2012: Q1
High
2.917 
 
2009
High
5.765 
 
Low
2.701 
   
Low
2.007 
   
Low
1.030 
October 2012
High
2.870 
 
2011: Q4
High
2.727 
 
2008
High
37.054 
 
Low
2.573 
   
Low
1.734 
   
Low
4.140 
September 2012
High
2.790 
 
2011: Q3
High
3.980 
       
 
Low
2.207 
   
Low
1.967 
       
       
2011: Q2
High
4.443 
       
         
Low
3.509 
       
       
2011: Q1
High
4.900 
       
         
Low
3.950 
       

On 22 March 2013, the closing price of the ordinary shares on the London Stock Exchange was £2.933, equivalent to $4.470 per share translated at the Noon Buying Rate of $1.5239 per £1.00 on 22 March 2013.


ADSs
The following table shows, for the periods indicated, the high and low sales prices for the company's ordinary ADSs, as reported on the NYSE composite tape. Prices for 2008 were restated for the effect of the rights issue in June 2008 and the capitalisation issue in September 2008.

By month
 
US$ 
 
By quarter
 
US$ 
 
By year
 
US$ 
February 2013
High
11.14 
 
2012: Q4
High
10.79 
 
2012
High
10.79 
 
Low
9.86 
   
Low
8.20 
   
Low
6.09 
January 2013
High
11.84 
 
2012: Q3
High
9.05 
 
2011
High
15.83 
 
Low
10.70 
   
Low
6.09 
   
Low
5.36 
December 2012
High
10.79 
 
2012: Q2
High
8.87 
 
2010
High
17.30 
 
Low
9.41 
   
Low
6.17 
   
Low
9.89 
November 2012
High
9.61 
 
2012: Q1
High
9.29 
 
2009
High
18.95 
 
Low
8.50 
   
Low
6.25 
   
Low
3.33 
October 2012
High
9.28 
 
2011: Q4
High
9.06 
 
2008
High
149.05 
 
Low
8.20 
   
Low
5.36 
   
Low
12.20 
September 2012
High
9.05 
 
2011: Q3
High
12.86 
       
 
Low
7.07 
   
Low
6.43 
       
       
2011: Q2
High
14.48 
       
         
Low
11.34 
       
       
2011: Q1
High
15.83 
       
         
Low
12.40 
       

Following the ordinary share sub-division and consolidation which took effect from 6 June 2012, the ratio of one ADS representing 20 ordinary shares changed to one ADS representing two ordinary shares.

On 22 March 2013, the closing price of the ordinary ADSs on the New York Stock Exchange was $8.95.
 
 
 
478

 

 
Dividend history
Preference dividends

Amount per share
2012 
$ 
2012 
£ 
2011 
£ 
2010 
£ 
2009 
£ 
2008 
£ 
Non-cumulative preference shares of US$0.01
           
  - Series F (1)
1.91 
1.21 
1.19 
1.06 
1.22 
1.04 
  - Series H (1)
1.81 
1.14 
1.13 
1.03 
1.15 
0.99 
  - Series L (1)
1.44 
0.91 
0.90 
0.86 
0.92 
0.78 
  - Series M (2)
1.20 
0.75 
— 
0.26 
1.02 
0.89 
  - Series N (2)
1.19 
0.74 
— 
0.26 
1.01 
0.88 
  - Series P (2)
1.17 
0.73 
— 
0.25 
0.99 
0.87 
  - Series Q (2)
1.27 
0.79 
— 
0.27 
1.07 
0.94 
  - Series R (2)
1.15 
0.72 
— 
0.25 
0.97 
0.85 
  - Series S (2)
1.24 
0.77 
— 
0.27 
1.05 
0.92 
  - Series T (2)
1.36 
0.85 
— 
0.29 
1.15 
1.01 
  - Series U (2)
3,820 
2,406 
— 
2,474 
5,019 
3,935 
Non-cumulative convertible preference shares of US$0.01
           
  - Series 1 (1)
91.18 
57.86 
56.87 
59.98 
60.33 
49.66 
Non-cumulative preference shares of €0.01
           
  - Series 1 (2)
72.17 
44.65 
— 
— 
49.46 
46.53 
  - Series 2 (2)
68.29 
42.25 
— 
— 
46.00 
41.79 
  - Series 3 (2)
4,547 
2,813 
— 
— 
3,125 
2,782 
Non-cumulative convertible preference shares of £0.01
           
  - Series 1 (1)
119.40 
73.87 
73.87 
73.87 
73.87 
73.87 
Non-cumulative preference shares of £1
           
  - Series 1 (2)
144.86 
89.62 
— 
— 
81.62 
80.73 
  - Series 2 (redeemed April 2009) (2)
— 
— 
— 
— 
54.71 
— 

Notes:
(1)
Classified as subordinated liabilities.
(2)
Classified as equity.


On 26 November 2009, RBS entered into a State Aid Commitment Deed with HM Treasury containing commitments and undertakings that were designed to ensure that HM Treasury was able to comply with the commitments to be given by it to the European Commission for the purposes of obtaining approval for the State aid provided to RBS. As part of these commitments and undertakings, RBS agreed not to pay discretionary coupons and dividends on its existing hybrid capital instruments for a period of two years. This period commenced on 30 April 2010 for RBS Group instruments and ended on 30 April 2012; the two year deferral period for RBS Holdings N.V. instruments commenced on 1 April 2011.

On 4 May 2012, RBS determined that it was in a position to recommence payments on RBS Group instruments. Discretionary dividends on RBSG non-cumulative preference shares and discretionary distributions on RBSG innovative securities payable after 4 May 2012 have been paid. Future coupons and dividends on RBSG hybrid capital instruments will only be paid subject to, and in accordance with, the terms of the relevant instruments.

For further information, see Note 7 on the consolidated accounts.

Ordinary dividends
The company has not paid an ordinary dividend since 2007. In 2008, the company issued new ordinary shares by way of a capitalisation issue rather than paying an interim dividend.
 
 
479

 

Shareholder information continued
 
 
Taxation for US Holders
The following discussion summarises certain US federal and UK tax consequences of the ownership and disposition of ordinary shares, ADSs representing ordinary shares (ordinary ADSs), ADSs representing non-cumulative dollar preference shares (preference ADSs) or PROs by a beneficial owner that is a citizen or resident of the United States or that otherwise will be subject to US federal income tax on a net income basis in respect of the ordinary shares, ordinary ADSs, preference ADSs or PROs (a “US Holder”). This summary assumes that a US Holder is holding ordinary shares, ordinary ADSs, preference ADSs or PROs, as applicable, as capital assets. This summary does not address the tax consequences to a US Holder (i) that is resident (or, in the case of an individual, ordinarily resident) in the UK for UK tax purposes, (ii) that carries on a trade, profession or vocation through a branch, agency or permanent establishment in the UK in connection with which their ordinary shares, ordinary ADSs, preference ADSs or PROs are held, used or acquired, or (iii) generally, that is a corporation which alone or together with one or more associated companies, controls, directly or indirectly, 10% or more of the voting stock of the company, nor does this summary address the tax consequences to US Holders subject to special rules, such as certain financial institutions, dealers or traders in securities who use a mark-to-market method of tax accounting, persons holding ordinary shares, ordinary ADSs, preference ADSs or PROs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to such securities, persons liable for the alternative minimum tax or ‘Medicare contribution tax’, persons whose functional currency for US federal income tax purposes is not the US dollar, entities classified as partnerships for US federal income tax purposes, tax-exempt entities or persons that own or are deemed to own 10% or more of the voting stock of the company.

The statements and practices set forth below regarding US and UK tax laws, including the US/UK double taxation convention relating to income and capital gains which entered into force on 31 March 2003 (the “Treaty”) and the US/UK double taxation convention relating to estate and gift taxes (the “Estate Taxation Treaty”), are based on those laws and practices as in force and as applied in practice on the date of this report. This summary is not exhaustive of all possible tax considerations and holders are advised to satisfy themselves as to the overall tax consequences, including specifically the consequences under US federal, state, local and other laws, and possible changes in taxation law, of the acquisition, ownership and disposition of ordinary shares, ordinary ADSs, preference ADSs or PROs by consulting their own tax advisers.

The following discussion assumes that the company was not for the taxable year ended 31 December 2012, and will not become in the foreseeable future, a passive foreign investment company - see ‘Passive Foreign Investment Company (PFIC) considerations’ on page 483.

Ordinary shares, ordinary ADSs and preference ADSs
Taxation of dividends
For the purposes of the Treaty, the Estate Taxation Treaty and the US Internal Revenue Code of 1986 as amended (the “Code”), US Holders of ordinary ADSs and preference ADSs should be treated as owners of the respective ordinary shares and the non-cumulative dollar preference shares underlying such ADSs.

The US Treasury has expressed concerns that parties to whom depositary receipts are released before shares are delivered to the depositary, or intermediaries in the chain of ownership between US holders and the issuer of the security underlying the depositary receipts, may be taking actions that are inconsistent with the claiming of foreign tax credits for US holders of depositary receipts. Such actions would also be inconsistent with the claiming of the favourable US tax rates applicable to dividends received by certain non-corporate US holders (described below). Accordingly, the availability of the favourable tax rates for dividends received by certain non-corporate US holders could be affected by actions taken by such parties or intermediaries.

The company is not required to withhold UK tax at source from dividend payments it makes or from any amount (including any amounts in respect of accrued dividends) distributed by the company. US Holders who are not resident or ordinarily resident in the UK and who do not carry on a trade, profession or vocation in the UK through a branch, agency or permanent establishment in connection with which their ordinary shares, ordinary ADSs or preference ADSs are held, used or acquired will not be subject to UK tax in respect of any dividends received on the relevant shares or ADSs.

Distributions by the company (other than certain pro-rata distributions of ordinary shares or rights to receive such shares) will constitute foreign source dividend income for US federal income tax purposes to the extent paid out of the current or accumulated earnings and profits of the company, as determined for US federal income tax purposes. Because the company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions will be reported to US Holders as dividends. Payments will not be eligible for the dividends-received deduction generally allowed to corporate US holders.

Subject to applicable limitations that may vary depending upon a holder's particular circumstances and the discussion above regarding concerns expressed by the US Treasury, dividends paid to certain non-corporate US Holders may be taxable at the favourable rates applicable to long-term capital gain. Non-corporate US Holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.
 
 
480

 

 
Taxation for US Holders continued
Dividends will be included in a US Holder's income on the date of the US Holder's (or in the case of ADSs, the depositary's) receipt of the dividend. The amount of any dividend paid in pounds sterling to be included in income by a US Holder will be the US dollar amount calculated by reference to the relevant exchange rate in effect on the date of such receipt regardless of whether the payment is in fact converted into US dollars. If the dividend is converted into US dollars on the date of receipt, the US Holder generally should not be required to recognise foreign currency gain or loss in respect of the dividend income. If the amount of such dividend is converted into US dollars after the date of receipt, the US Holder may have foreign currency gain or loss.

Taxation of capital gains
A US Holder that is not resident (or, in the case of an individual, ordinarily resident) in the UK will not normally be liable for UK tax on capital gains realised on the disposition of an ordinary share, an ordinary ADS or a preference ADS unless at the time of the disposal, in the case of a corporate US Holder, such US Holder carries on a trade in the UK through a permanent establishment or, in the case of any other US Holder, such US Holder carries on a trade, profession or vocation in the UK through a branch or agency and, in each case, such ordinary share, ordinary ADS or preference ADS is or has been used, held or acquired by or for the purposes of such trade (or profession or vocation), carried on through such permanent establishment, branch or agency. Special rules apply to individuals who are temporarily not resident or ordinarily resident in the UK.

A US Holder will, upon the sale or other disposition of an ordinary share, an ordinary ADS or a preference ADS, or upon the redemption of preference ADS, generally recognise capital gain or loss for US federal income tax purposes (assuming that in the case of a redemption of a preference ADS, such US Holder does not own, and is not deemed to own, any ordinary shares or ordinary ADSs of the company) in an amount equal to the difference between the amount realised (excluding in the case of a redemption any amount treated as a dividend for US federal income tax purposes, which will be taxed accordingly) and the US Holder's tax basis in such share or ADS. This capital gain or loss will be long-term capital gain or loss if the US Holder held the share or ADS so sold, disposed or redeemed for more than one year. The deductibility of capital losses is subject to limitations.

A US Holder who is liable for both UK and US tax on a gain recognised on the disposal of an ordinary share, an ordinary ADS or a preference ADS may be entitled, subject to certain limitations, to credit the UK tax against its US federal income tax liability in respect of such gain.

Estate and gift tax
Subject to the discussion of the Estate Tax Treaty in the following paragraph, ordinary shares, ordinary ADSs or preference ADSs beneficially owned by an individual may be subject to UK inheritance tax (subject to exemptions and reliefs) on the death of the individual or in certain circumstances, if such shares or ADSs are the subject of a gift (including a transfer at less than market value) by such individual. Inheritance tax is not generally chargeable on gifts to individuals made more than seven years before the death of the donor. Ordinary shares, ordinary ADSs or preference ADSs held by the trustees of a settlement may also be subject to UK inheritance tax. Special rules apply to such settlements.

An ordinary share, an ordinary ADS or a preference ADS beneficially owned by an individual, whose domicile is determined to be the United States for purposes of the Estate Tax Treaty and who is not a national of the UK, will not be subject to UK inheritance tax on the individual's death or on a lifetime transfer of such share or ADS, except in certain cases where the share or ADS (i) is comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the United States and was not a national of the UK); (ii) is part of the business property of a UK permanent establishment of an enterprise; or (iii) pertains to a UK fixed base of an individual used for the performance of independent personal services. The Estate Tax Treaty generally provides a credit against US federal estate or gift tax liability for the amount of any tax paid in the UK in a case where the ordinary share, ordinary ADS or preference ADS is subject to both UK inheritance tax and US federal estate or gift tax.

UK stamp duty and stamp duty reserve tax (SDRT)
The following is a summary of the UK stamp duty and SDRT consequences of transferring an ADS (otherwise than to the custodian on cancellation of the ADS) or of transferring an ordinary share. A transfer of an ADS executed and retained in the United States will not give rise to stamp duty and an agreement to transfer an ADS will not give rise to SDRT. Stamp duty or SDRT will normally be payable on or in respect of transfers of ordinary shares and accordingly any holder who acquires or intends to acquire ordinary shares is advised to consult their own tax advisers in relation to stamp duty and SDRT.

 
481

 
 
Shareholder information continued
 

PROs
United States
Payments of interest on a PRO (including any UK withholding tax, as to which see below) will constitute foreign source dividend income for US federal income tax purposes to the extent paid out of the current or accumulated earnings and profits of the company, as determined for US federal income tax purposes. Because the company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions will be reported to US Holders as dividends. Payments will not be eligible for the dividends-received deduction generally allowed to corporate US holders. A US Holder who is entitled under the Treaty to a refund of UK tax, if any, withheld on a payment will not be entitled to claim a foreign tax credit with respect to the refundable tax. Subject to applicable limitations that may vary depending upon a holder's particular circumstances and the discussion above regarding concerns expressed by the US Treasury, dividends paid to certain non-corporate US Holders may be taxable at the favourable rates applicable to long-term capital gain. Non-corporate US Holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.

A US Holder will, upon the sale, exchange or redemption of a PRO, generally recognise capital gain or loss for US federal income tax purposes (assuming that in the case of a redemption, such US Holder does not own, and is not deemed to own, any ordinary shares or ordinary ADSs of the company) in an amount equal to the difference between the amount realised (excluding any amount in respect of mandatory interest and any missed payments which are to be satisfied on a missed payment satisfaction date, which would be treated as ordinary income) and the US Holder's tax basis in the PRO.

A US Holder who is liable for both UK and US tax on gain recognised on the disposal of PROs may be entitled, subject to certain limitations, to credit the UK tax against all or a portion of its US federal income tax liability in respect of such gain.

United Kingdom
Taxation of payments on the PROs
Payments on the PROs will constitute interest rather than dividends for UK withholding tax purposes. However, the PROs constitute 'quoted eurobonds' within the meaning of section 987 of the Income Tax Act 2007 and therefore payments of interest will not be subject to withholding or deduction for or on account of UK tax as long as the PROs remain at all times listed on a 'recognised stock exchange' within the meaning of section 1005 of the Income Tax Act 2007, such as the main market of the New York Stock Exchange. In all other cases, an amount must be withheld on account of UK income tax at the basic rate (currently 20%) subject to any direction to the contrary by HM Revenue & Customs under the Treaty and except that the withholding obligation does not apply to payments to persons who the company reasonably believes are within the charge to corporation tax or fall within various categories enjoying a special tax status (including charities and pension funds), or are partnerships consisting of such persons (unless HM Revenue & Customs directs otherwise). Where interest has been paid under deduction of UK withholding tax, US Holders may be able to recover the tax deducted under the Treaty.

Any paying agent or other person by or through whom interest is paid to, or by whom interest is received on behalf of an individual, may be required to provide information in relation to the payment and the individual concerned to HM Revenue & Customs. HM Revenue & Customs may communicate this information to the tax authorities of other jurisdictions.

HM Revenue & Customs confirmed at around the time of the issue of the PROs that interest payments would not be treated as distributions for UK tax purposes by reason of (i) the fact that interest may be deferred under the terms of issue; or (ii) the undated nature of the PROs, provided that at the time an interest payment is made, the PROs are not held by a company which is 'associated' with the company or by a 'funded company'. A company will be associated with the company if, broadly speaking, it is part of the same group as the company. A company will be a 'funded company' for these purposes if there are arrangements involving that company being put in funds (directly or indirectly) by the company, or an entity associated with the company. In this respect, HM Revenue & Customs has confirmed that a company holding an interest in the PROs which incidentally has banking facilities with any company associated with the company will not be a 'funded company' by virtue of such facilities.

Interest on the PROs constitutes UK source income for UK tax purposes and, as such, may be subject to income tax by direct assessment even where paid without withholding. However, interest with a UK source received without deduction or withholding on account of UK tax will not be chargeable to UK tax in the hands of a US Holder unless, in the case of a corporate US Holder, such US Holder carries on a trade in the UK through a UK permanent establishment or in the case of other US Holders, such persons carry on a trade, profession or vocation in the UK through a branch or agency in each case in connection with which the interest is received or to which the PROs are attributable. There are also exemptions for interest received by certain categories of agents (such as some brokers and investment managers).

EU Directive on taxation of savings income
Under the European Union Council Directive 2003/48/EC on the taxation of savings income, member states of the European Union are required to provide to the tax authorities of other member states details of payments of interest and other similar income paid by a person to an individual or certain other persons resident in another member state, except that Luxembourg and Austria may instead impose a withholding system for a transitional period unless during such period they elect otherwise.

Disposal (including redemption)
A disposal (including redemption) of PROs by a non-corporate US Holder will not give rise to any liability to UK tax on capital gains unless the US Holder carries on a trade (which for this purpose includes a profession or a vocation) in the UK through a branch or agency and the PROs are, or have been, held or acquired for the purposes of that trade, carried on through such branch or agency.

 
482

 


Taxation for US Holders continued
A transfer of PROs by a US Holder will not give rise to a charge to UK tax on accrued but unpaid interest payments, unless the US Holder is an individual or other non-corporate taxpayer and at any time in the relevant year of assessment or accounting period carries on a trade, profession or vocation in the UK through a branch or agency to which the PROs are attributable.

Annual tax charges
Corporate US Holders of PROs may be subject to annual UK tax charges (or tax relief) by reference to fluctuations in exchange rates and in respect of profits, gains and losses arising from the PROs, but only if such corporate US Holders carry on a trade in the UK through a UK permanent establishment to which the PROs are attributable.

Inheritance tax
In relation to PROs held through Depository Trust Company (or any other clearing system), the UK inheritance tax position is not free from doubt in respect of a lifetime transfer, or death of, a US Holder who is not domiciled nor deemed to be domiciled in the UK for inheritance tax purposes; HM Revenue & Customs is known to consider that the situs of securities held in this manner is not necessarily determined by the place where the securities are registered. In appropriate circumstances, there may be a charge to UK inheritance tax as a result of a lifetime transfer at less than market value by, or on the death of, such US Holder. Inheritance tax is not generally chargeable on gifts to individuals made more than seven years before the death of the donor. However, exemption from, or a reduction of, any such UK tax liability may be available under the Estate Tax Treaty (see below). US Holders should consult their professional advisers in relation to such potential liability. PROs beneficially owned by an individual, whose domicile is determined to be the United States for the purposes of the Estate Tax Treaty and who is not a national of the UK, will not be subject to UK inheritance tax on the individual's death or on a lifetime transfer of the PRO, except in certain cases where the PRO (i) is comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the United States and was not a national of the UK); (ii) is part of the business property of a UK permanent establishment of an enterprise; or (iii) pertains to a UK fixed base of an individual used for the performance of independent personal services. The Estate Tax Treaty generally provides a credit against US federal estate or gift tax liability for the amount of any tax paid in the UK in a case where the PRO is subject to both UK inheritance tax and US federal estate or gift tax.

Stamp duty and SDRT
No stamp duty, SDRT or similar tax is imposed in the UK on the issue, transfer or redemption of the PROs.
Passive Foreign Investment Company (PFIC) considerations
In general, a foreign corporation will be a PFIC for any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable 'look-through rules', either (i) at least 75% of its gross income is 'passive income' or (ii) at least 50% of the average quarterly value of its assets is attributable to assets which produce passive income or are held for the production of passive income. The company does not believe that it was a PFIC for its 2012 taxable year. Although interest income is generally passive income, a special rule allows banks to treat their banking business income as non-passive. To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. The company's possible status as a PFIC is determined annually, however, and may be subject to change if the company fails to qualify under this special rule for any year in which a US Holder holds ordinary shares, ordinary ADSs, preference ADSs or PROs. If the company were to be treated as a PFIC for any year during which a US Holder holds ordinary shares, ordinary ADSs, preference ADSs or PROs, US Holders would generally be subject to adverse US federal income tax consequences. Holders should consult their own tax advisers as to the potential application of the PFIC rules to the ownership and disposition of the company's ordinary shares, ordinary ADSs, preference ADSs or PROs.

Information reporting and backup withholding
Payments on, and proceeds from the sale of, ordinary shares, ordinary ADSs, preference ADSs or PROs that are made within the United States or through certain U.S-related financial intermediaries may be subject to information reporting and backup withholding unless (i) the US Holder is an exempt recipient or (ii) in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Foreign financial assets reporting
Certain US Holders who are individuals (and under proposed regulations, certain entities) may be required to report information relating to the company’s securities, subject to certain exceptions (including an exception for securities held in accounts maintained by US financial institutions). US Holders are urged to consult their tax advisers regarding the application of these rules in the US Holders’ particular circumstances.

 
483

 
 
Shareholder information continued
 
 
Exchange controls
The company has been advised that there are currently no UK laws, decrees or regulations which would prevent the import or export of capital, including the availability of cash or cash equivalents for use by the Group, or the remittance of dividends, interest or other payments to non-UK resident holders of the company's securities.

There are no restrictions under the Articles of Association of the company or under UK law, as currently in effect, which limit the right of non-UK resident owners to hold or, when entitled to vote, freely to vote the company's securities.

Memorandum and Articles of Association
The company’s Memorandum and Articles of Association as in effect at the date of this Annual Report are registered with the Registrar of Companies of Scotland.

The following information is a summary of certain terms of the company’s Memorandum of Association (the “Memorandum”) and Articles of Association (the “Articles”) as in effect at the date of this Annual Report and certain relevant provisions of the Companies Act 2006 (the “2006 Act”) where appropriate and as relevant to the holders of any class of share. The current Articles were adopted on 28 April 2010. The Articles were updated primarily to reflect the coming into force of the remaining provisions of the 2006 Act and the implementation of the Shareholder Rights Directive in the UK. An amendment was made to the Articles at a General Meeting held on 28 April 2010 in relation to the price at which certain classes of preference shares may be purchased.

A further amendment was made to the Articles at the Annual General Meeting held on 19 April 2011 to the effect that subject to existing class rights of shareholders, new preference shares can be issued with such rights and restrictions as the directors may determine. A further amendment was made to the Articles at the Annual General Meeting held on 30 May 2012 to include a new sub-article specifying the rights attaching to the Deferred shares arising as a result of share subdivision and consolidation.

The following summary description is qualified in its entirety by reference to the terms and provisions of the Memorandum and Articles (and, in the case of the summary description of the non-cumulative preference shares, the B Shares and the Dividend Access Share, by reference to the terms of issue of those shares determined by the Directors pursuant to the Articles prior to allotment). The Memorandum and Articles are registered with the Registrar of Companies of Scotland. Holders of any class of share are encouraged to read the full Memorandum and Articles, which have been filed as an exhibit to this Annual Report on Form 20-F.

Incorporation and registration
The company was incorporated and registered in Scotland under the Companies Act 1948 as a limited company on 25 March 1968 under the name National and Commercial Banking Group Limited. On 3 September 1979 the name was changed to The Royal Bank of Scotland Group Limited and on 10 March 1982, it changed its name to its present name and was registered under the Companies Acts 1948 to 1980 as a public company with limited liability. The company is registered under Company No. SC 45551.

Purpose and objects
The 2006 Act greatly reduces the constitutional significance of a company’s memorandum of association and provides that a memorandum of association will record only the names of the subscribers and the number of shares each subscriber has agreed to take in the company. The 2006 Act further states that, unless a company’s articles provide otherwise, a company’s objects are unrestricted and abolishes the need for companies to have objects clauses. The company removed its objects clause together with all other provisions of its memorandum of association which by virtue of the 2006 Act were treated as forming part of the company’s articles. The articles of association contain an express statement regarding the limited liability of the shareholders.

Directors
At each annual general meeting of the company, any Director appointed since the last annual general meeting and any Directors who were not appointed at one of the preceding two annual general meetings shall retire from office and may offer themselves for re-election by the members. Directors may be appointed by the company by ordinary resolution or by the Board. A director appointed by the Board holds office only until the next annual general meeting, whereupon he will be eligible for re-election. Unless and until otherwise determined by ordinary resolution, the directors (other than alternate directors) shall be not more than twenty five. There is no stipulation in the Articles regarding a minimum number of directors; under the 2006 Act, and in the absence of express provision, the minimum number is two.

Directors’ interests
A director shall not vote at a meeting of the Board or a Committee of the Board on any resolution of the Board concerning a matter in which he has an interest (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the company) which (together with any interest of any person connected with him) is, to his knowledge, material unless his interests arises only because the resolution relates to one or more of the following matters:

(i) the giving of any security or indemnity to him pursuant to the Articles or in respect of money lent, or obligations incurred, by him at the request of, or for the benefit of, the company or any of its subsidiary undertakings;

(ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of the company or any of its subsidiary undertakings for which he has assumed responsibility (in whole or in part) under a guarantee or indemnity or by the giving of security;

(iii) a proposal concerning an offer of shares, debentures or other securities of the company, or any of its subsidiary undertakings, for subscription or purchase, in which offer he is, or may be, entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

(iv) any proposal concerning any other body corporate in which he is interested, directly or indirectly, whether as an officer or shareholder or otherwise, provided that he is not the holder of shares representing one per cent or more of any class of the equity share capital of such body corporate;

 
484

 

(v) any proposal concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme or employees’ share scheme which relates both to directors and employees of the company or a subsidiary of the company and does not provide any privilege or advantage in respect of any director which it does not accord to the employees to which the fund or scheme relates;

(vi) a contract or arrangement for the benefit of the employees of the company or any of its subsidiary undertakings which does not accord him any privilege or advantage not generally accorded to the employees to whom the contract or arrangement relates; and

(vii) a proposal concerning any insurance which the company proposes to purchase and/or maintain for the benefit of any directors or for persons who include directors of the company.

Under the 2006 Act, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the company’s interests. The 2006 Act allows directors of public companies, where appropriate, to authorise conflicts and potential conflicts where the articles of association contain a provision to this effect. The 2006 Act also allows the articles of association to contain other provisions for dealing with directors’ conflicts of interest to avoid a breach of duty.

Clause 92 of the Articles, gives the directors authority to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director under the 2006 Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company.

Authorisation of any matter pursuant to Clause 92 must be approved in accordance with normal board procedures by directors who have no interest in the matter being considered. In taking the decision, the directors must act in a way they consider, in good faith, will be most likely to promote the company’s success.

Any authorisation of a matter may be given on or subject to such conditions or limitations as the directors determine, whether at the time of authorisation or subsequently, including providing for the exclusion of the interested directors from the receipt of information or participation in discussion relating to the matter authorised by the directors and providing that interested directors in receipt of confidential information from a third party are not obliged to disclose such information to the company or use the information in relation to the company’s affairs. Any authorisation may be terminated by the directors at any time.

A director is not, except as otherwise agreed by him, accountable to the company for any benefit which he, or a person connected with him, derives from any matter authorised by the directors and any contract, transaction or arrangement relating to such matter is not liable to be avoided on the grounds of such benefit.

Directors’ power to allot securities
In line with market practice, the Articles provide that the authority to allot shares and the disapplication of pre-emption rights will not be set out in the Articles, but subject to resolutions passed at the company’s annual general meeting to obtain these authorities on an annual basis.

Borrowing powers
The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, guarantee, liability or obligation of the company, or of any third party.

Qualifying shareholding
Directors are not required to hold any shares of the company by way of qualification.

Classes of shares
The company has issued and outstanding the following four general classes of shares, namely ordinary shares, preference shares, B Shares and a Dividend Access Share, to which the provisions set forth below apply. In addition, the company has as part of its share capital Additional Value Shares (“AVSs”). All of the issued AVSs were converted into non-voting deferred shares in December 2003. The terms of those AVSs are set out in Schedule 3 to the Articles. The terms of the issued B Shares (designated Series 1 Class B Shares) and the Dividend Access Share (designated a Series 1 Dividend Access Share) were determined by the directors pursuant to the Articles prior to the time of allotment, and apply as if they were set out in the Articles.

Dividends
General
Subject to the provisions of the 2006 Act and Clause 123 of the Articles, the company may, by ordinary resolution, declare dividends on ordinary shares save that no dividend shall be payable except out of profits available for distribution, or in excess of the amount recommended by the Board or in contravention of the special rights attaching to any share. Any dividend which has remained unclaimed for 12 years from the date of declaration shall be forfeited and shall revert to the company.

The company may cease sending dividend warrants and cheques by post or otherwise to a member if such instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish any new address or account of the registered holder. The company may resume sending warrants and cheques if the holder requests such recommencement in writing.

 
485

 
 
Shareholder information continued
 

Preference shares
Each cumulative preference share confers the right to a fixed cumulative preferential dividend payable half-yearly. Each non-cumulative preference share confers the right to a preferential dividend (not exceeding a specified amount) payable in the currency of the relevant share. The rate of such dividend and the date of payment thereof, together with the terms and conditions of the dividend, are as may be determined by the directors prior to allotment. Cumulative preference share dividends are paid in priority to any dividend on any other class of share.

The non-cumulative preference shares rank for dividend after the cumulative preference shares but rank pari passu with each other and any shares expressed to rank, in terms of participation in the profits of the company, in some or all respects pari passu therewith and otherwise in priority to dividends payable on the ordinary shares and any other share capital in the company.

The directors may resolve prior to the issue and allotment of any series of non-cumulative preference shares that full dividends in respect of a particular dividend payment date will not be declared and paid if, (i) in its sole and absolute discretion, the directors resolve prior to the relevant dividend payment date that such dividend (or part thereof) shall not be paid and/or (ii) in the opinion of the directors, payment of a dividend would cause a breach of the UK Financial Services Authority’s capital adequacy requirements applicable to the company or its subsidiaries, or subject to the next following paragraph, insufficient distributable profits of the company are available to cover the payment in full of all dividends after having paid any dividends payable on any of the cumulative preference shares.

If dividends will be paid but, in the opinion of the directors, insufficient distributable profits of the company are available to cover the payment in full of dividends after having paid any dividends payable on any of the cumulative preference shares, dividends will be declared by the directors, pro rata on the non-cumulative preference shares to the extent of the available distributable profits.

The non-cumulative preference shares will carry no further rights to participate in the profits of the company and if, and to the extent, any dividend or part of any dividend is on any occasion not paid for any of the reasons described above, holders of non-cumulative preference shares will have no claim in respect of such non-payment.

If any dividend is not payable for the reasons described in clause (ii) of the third paragraph of this subsection, the directors may pay a special dividend not exceeding US$0.01, £0.01 or €0.01 (depending on the currency of the relevant preference share) per share.

If the dividend payable on any series of non-cumulative preference shares on the most recent payment date is not paid in full, or if a sum is not set aside to provide for such payment in full, in either case for the reasons set forth in clause (ii) of the third paragraph of this subsection, no dividends may be declared on any other share capital of the company and no sum may be set aside for the payment of a dividend on any other share capital (in each case other than the cumulative preference shares), unless, on the date of declaration, an amount equal to the dividend payable in respect of the then current dividend period for such series of non-cumulative preference shares is set aside for payment in full on the next dividend payment date.

If any dividend payable on the non-cumulative preference shares is not paid in full or if a sum is not set aside to provide for such payment in full (in either case for the reasons set forth in clause (ii) of the third paragraph of this subsection), the company may not redeem or purchase or otherwise acquire any other share capital of the company and may not set aside any sum nor establish any sinking fund for its redemption, purchase or other such acquisition, until such time as dividends have been declared and paid in full in respect of successive dividend periods together aggregating not less than twelve months.

The non-payment of any dividend (in full or in part) by reason of the exercise of the directors’ discretion referred to in clause (i) of the third paragraph of this subsection, shall not prevent or restrict (a) the declaration and payment of dividends on any other series of non-cumulative preference shares or on any non-cumulative preference shares expressed to rank pari passu with the non-cumulative preference shares, (b) the setting aside of sums for the payment of such dividends, (c) except as set forth in the following paragraph, the redemption, purchase or other acquisition of shares in the company by the company, or (d) except as set forth in the following paragraph, the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the company.

If dividends are not declared and paid in full on any series of non-cumulative preference shares as a result of the directors’ discretion referred to in clause (i) of the third paragraph of this subsection, then the company may not redeem, purchase or otherwise acquire for any consideration any share capital ranking after such preference shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other acquisition thereof, until such time as the company has declared and paid in full dividends on such series of non-cumulative preference shares in respect of successive dividend periods together aggregating no less than twelve months. In addition, no dividend may be declared or paid on any of the company’s share capital ranking after such preference shares until the dividend in respect of a particular dividend payment date payable on the preference shares to which the directors’ discretion in clause (i) of the third paragraph of this subsection applies has been declared and paid in full.

With effect from 19 April 2011, subject to existing class rights of shareholders, new preference shares can be issued with such rights and restrictions as the directors may determine.

Non-voting deferred shares
The holders of non-voting deferred shares are not entitled to the payment of any dividend or other distribution.
 
 
486

 
 
B Shares
Prior to the occurrence of a Trigger Event (as defined below) in respect of any Series 1 Class B Shares, those Series 1 Class B Shares rank equally with the holders of ordinary shares in respect of any cash dividends, and each Series 1 Class B Share will entitle its holder to the same cash dividend as is (or may, at the election of a holder of the ordinary share, be) payable to the holder of one ordinary share, as adjusted from time to time to reflect any consolidation, reclassification or subdivision in relation to the ordinary shares.

If a Trigger Event has occurred in respect of any Series 1 Class B Shares, the Series 1 Class B Shares in respect of which the Trigger Event has occurred will rank pari passu with the holders of the ordinary shares in respect of any dividends paid on the ordinary shares. Each Series 1 Class B Share will entitle its holder to the same dividend as is (or may, at the election of a holder of an ordinary share, be) payable to the holder of one (as adjusted from time to time) ordinary share. If a bonus issue of fully paid ordinary shares is made to holders of ordinary shares in lieu of a dividend, a holder of a Series 1 Class B Share in respect of which the Trigger Event has occurred will be entitled to receive the same number of ordinary shares as is payable to the holder of one (as adjusted from time to time) ordinary share, save that if the issue of such ordinary share(s) to such holder would result in it holding directly or indirectly more than 75% of the total issued ordinary shares, then such holder will instead receive further Series 1 Class B Shares of the same value.

A Trigger Event occurs in relation to the Series 1 Class B Shares in issue at the relevant time, if the daily volume weighted average price of the company’s ordinary shares on the London Stock Exchange equals or exceeds £0.65 per ordinary share (subject to adjustment) for 20 or more complete dealing days in any period of 30 consecutive dealing days.

Dividend Access Share
Subject to the discretions, limitations and qualifications described in this subsection, non-cumulative dividends on the Series 1 Dividend Access Share will be payable from 22 December 2009 in respect of the period up to and including the Series 1 Class B Dividend Stop Date (if any).

The company will pay dividends on the Series 1 Dividend Access Share when, as and if declared by its board of directors or a duly authorised committee of such board of directors (the ‘‘board of directors’’). Subject to the discretions, limitations and qualifications described in this section, the Series 1 Dividend Access Share will entitle the holder to receive out of the distributable profits of the company a non-cumulative dividend at the rate described below (the ‘‘Dividend Access Share Dividend’’), in priority to the payment of any dividend to the holders of any class of ordinary share or Class B Share and pari passu in such regard with the holder of any other dividend access share then in issue.

The board of directors may in its sole and absolute discretion resolve that no Dividend Access Share Dividend shall be paid on a Dividend Access Share Dividend payment date.
 
The board of directors will, by 31 October in each financial year of the company, decide whether or not to pay an interim dividend on the ordinary shares or make an interim Ordinary Share Bonus Issue in that financial year. If it is decided that an interim dividend on the ordinary shares or an interim Ordinary Share Bonus Issue is to be paid or made in any financial year, the corresponding semi-annual (hereinafter referred to as ‘‘first semi-annual’’) Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in the same financial year will be paid or made at the time set out below. The record date for any first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share will be the same as the record date for any interim dividend on the ordinary shares or interim Ordinary Share Bonus Issue in the relevant financial year or otherwise will be three business days before 31 October in each year. If paid or made, the first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in a financial year will be paid or made on the same date that the corresponding interim dividend on the ordinary shares is paid or interim Ordinary Share Bonus Issue is made. If it is decided that no such interim dividend on the ordinary shares or interim Ordinary Share Bonus Issue will be paid or made in a financial year, the first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in such financial year will, if to be paid or made, be so paid or made on 31 October in such financial year (commencing in 2010).

The Board of directors will, by 31 May in each financial year of the company, decide whether or not to recommend a dividend on the ordinary shares or make an Ordinary Share Bonus Issue which is expressed to be a final dividend for the immediately preceding financial year. If it is decided that such a dividend on the ordinary shares or Ordinary Share Bonus Issue is to be recommended and is subsequently approved by shareholders, the corresponding semi-annual (hereinafter referred to as ‘‘second semi-annual’’) Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share expressed to be for the corresponding period will be paid at the time set out below. The record date for any second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share will be the same as the record date for any final dividend on the ordinary shares or final Ordinary Share Bonus Issue for the relevant financial year or otherwise will be three business days before 31 May in each year. If paid or made, the second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in a financial year will be paid or made on the same date that the corresponding final dividend on the ordinary shares is paid or final Ordinary Share Bonus Issue is made. If it is decided that no such final dividend on the ordinary shares or Ordinary Share Bonus Issue will be paid or made in any year (the ‘‘current year’’) for the immediately preceding financial year, any second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share expressed to be for the corresponding period will, if to be paid or made, be so paid or made on 31 May in the current year (commencing in 2010).
 
 
487

 
 
Shareholder information continued
 

Any first semi-annual Dividend Access Share Dividend or second semi-annual Dividend Access Share Dividend will only be paid if (to the extent legally required) profits are available for distribution and are permitted by law to be distributed.

If paid or made, the first semi-annual Dividend Access Share Dividend on the Series 1 Dividend Access Share will be equivalent to (A) the greater of:

(i) 7% of the Reference Amount multiplied by the actual number of days in the period from (but excluding) the immediately preceding Relevant Date (or, if none, 22 December 2009), to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares, to (and including) such earlier Series 1 Class B Dividend Stop Date), divided by 365 (or 366 in a leap year)

(ii) if a cash dividend or cash dividends on the ordinary shares or Ordinary Share Bonus Issue(s) is/are paid or made in the period from (but excluding) the immediately preceding Relevant Date (or, if none, 22 December 2009) to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares, to (and including) such earlier Series 1 Class B Dividend Stop Date), 250% (as adjusted from time to time as described in the terms of issue of the Series 1 Dividend Access Share, ‘‘Participation Rate’’) of the aggregate fair market value (as defined in the terms of issue of the Series 1 Dividend Access Share) of such cash dividend or cash dividends or Ordinary Share Bonus Issue per ordinary share multiplied by the then Reference Series 1 Class B Shares Number. Where a dividend in cash is announced which may at the election of a shareholder or shareholders be satisfied by the issue or delivery of ordinary shares in an Ordinary Share Bonus Issue, or where an Ordinary Share Bonus Issue is announced which may at the election of a shareholder or shareholders be satisfied by the payment of cash, then the fair market value of such dividend or Ordinary Share Bonus Issue will be deemed to be the amount of the dividend in cash or of the payment in cash (as the case may be) less (B) the fair market value (as defined in the terms of issue of the Series 1 Dividend Access Share) of the aggregate amount of any dividend or distribution paid or made on the Series 1 Class B Shares and/or on any ordinary shares issued on conversion of the B Shares (regardless of who holds such Series 1 Class B Shares or ordinary shares at the relevant time) in the period from (but excluding) the immediately preceding Relevant Date (or, if none, 22 December 2009) to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares to (and including) such earlier Series 1 Class B Dividend Stop Date), provided that the first semi-annual Dividend Access Share Dividend will never be less than zero.

If the Participation Rate is adjusted during the course of a financial year, the amount of the semi-annual Dividend Access Share Dividend in such financial year, if determined by reference to the Participation Rate, will itself be adjusted in such manner as the Independent Financial Adviser (acting as an expert) considers appropriate to take account of the date(s) on which the adjustment(s) to the Participation Rate become effective. A written opinion of the Independent Financial Adviser will be conclusive and binding on all parties, save in the case of manifest error.

In the event of a change in the frequency of dividend payments on the ordinary shares such that they are not paid semi-annually consistent with the payment of Dividend Access Share Dividends on the Series 1 Dividend Access Share, the company will make such changes to the Dividend Access Share Dividend payment arrangements described above as, following consultation with the Independent Financial Adviser (acting as an expert), it determines are fair and reasonable to take account of such changed frequency.

Non-cumulative dividends on the Series 1 Dividend Access Share will be payable in respect of the period up to and including the Series 1 Class B Dividend Stop Date (if any). After the Series 1 Class B Dividend Stop Date (if any), the right of the holder of the Series 1 Dividend Access Share to Dividend Access Share Dividends in respect of any Series 1 Class B Shares in issue during each of the 30 consecutive dealing days during which the Trigger Event occurs will cease, but this is without prejudice to the right to Dividend Access Share Dividends in respect of any Series 1 Class B Shares not in issue on each such day.

Bonus Issue of Series 1 Class B Shares on the Series 1 Dividend Access Share
If the board of directors decides to pay a Dividend Access Share Dividend and either (i) no dividend has been paid on the ordinary shares and/or distribution made thereon in respect of the corresponding period, or (ii) a dividend has been paid and/or a distribution has been made on the ordinary shares otherwise than in cash in respect of the corresponding period, the board of directors may in its discretion determine that such Dividend Access Share Dividend will be paid in whole or in part by the company issuing Series 1 Class B Shares, credited as fully paid, to the holder of the Series 1 Dividend Access Share. The number of such further Series 1 Class B Shares to be issued to the holder will be such number of Series 1 Class B Shares as is certified by an Independent Financial Adviser (acting as an expert) to be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of such semi-annual Dividend Access Share Dividend or part thereof otherwise payable to such holder of the Series 1 Dividend Access Share, based on the fair market value of a Series 1 Class B Share at the time of such determination. A written opinion of such Independent Financial Adviser will be conclusive and binding on all parties, save in the case of manifest error. The additional Series 1 Class B Shares will rank pari passu in all respects with the fully paid Series 1 Class B Shares then in issue save only as regards participation in the relevant dividend.

 
488

 
 
Restrictions following non-payment of dividend
If any Dividend Access Share Dividend is not declared and paid in full in cash or otherwise, the company:

(i) may not, and will procure that no subsidiary undertaking of the company will, declare or pay dividends or other distributions on any Parity Securities (whether in cash or otherwise, and whether payable on the same date as the relevant Dividend Access Share Dividend or subsequently) or make any Ordinary Share Bonus Issue (whether to be made on the same date as the relevant Dividend Access Share Dividend or subsequently), and the company may not, and will procure that no subsidiary undertaking of the company shall, set aside any sum for the payment of these dividends or distributions; and
 
(ii) may not, and will procure that no subsidiary undertaking of the company will, redeem, purchase or otherwise acquire (whether on the same date as the relevant Dividend Access Share Dividend is payable or subsequently) for any consideration any of its Parity Securities or any depository or other receipts or certificates representing Parity Securities (other than any such purchases or acquisitions which are made in connection with any Employee Share Scheme (as defined in the terms of issue of the Series 1 Dividend Access Share) and (save as aforesaid) the company may not, and will procure that no subsidiary undertaking of the company shall, set aside any sum or establish any sinking fund (whether on the same date as the relevant Dividend Access Share Dividend is payable or subsequently) for the redemption, purchase or other acquisition of Parity Securities or any depositary or other receipts or certificates representing Parity Securities, in each case until such time as Dividend Access Share Dividends are no longer payable or payment of Dividend Access Share Dividends in cash or otherwise has resumed in full, as the case may be.

Definitions in relation to this Dividend Access Share subsection
“Bonus Issue” means a bonus issue of Series 1 Class B Shares to the holder of the Series 1 Dividend Access Share.

“Independent Financial Adviser” means an independent financial institution appointed by the company and approved by HM Treasury.

“Ordinary Share Bonus Issue” means a bonus issue of fully paid ordinary shares to holders of ordinary shares in lieu of a dividend.

“Parity Securities” means ordinary shares, Series 1 Class B Shares and any other securities of the company or its subsidiary undertakings which rank pari passu with the ordinary shares, and/or Series 1 Class B Shares on a return of capital on a winding up, either issued by the company or issued by a subsidiary undertaking of the company with terms attached which benefit from a guarantee or support agreement entered into by the company which ranks pari passu with the ordinary shares, and/or Series 1 Class B Shares on a return of capital on a winding up.

‘‘Reference Amount’’ means £25,500,000,000 plus the aggregate Relevant Amount of any further Series 1 Class B Shares issued by the company to HM Treasury after 22 December 2009 and before the record date for the relevant Dividend Access Share Dividend, less the aggregate Relevant Amount of any Series 1 Class B Shares which were in issue during the 30 consecutive dealing days during which a Series 1 Class B Dividend Trigger Event occurred. “Reference Series 1 Class B Shares Number” means the Reference Amount divided by the Relevant Amount.

“Relevant Amount” means £0.50 (subject to adjustment from time to time to reflect any consolidation, redesignation or subdivision in relation to the Series 1 Class B Shares) per Series 1 Class B Share.

“Relevant Date” means in respect of any semi-annual Dividend Access Share Dividend or Bonus Issue, the date on which the company pays or makes the same or (subject to adjustment for a change to the company’s accounting reference date), if the same is not paid or made, means 31 October of the relevant year in the case of a first semi-annual Dividend Access Share Dividend or Bonus Issue, and 31 May of the relevant year in the case of a second semi-annual Dividend Access Share Dividend or Bonus Issue.

“Series 1 Class B Dividend Stop Date” means the date falling 20 days after the Series 1 Class B Dividend Trigger Event.

“Series 1 Class B Dividend Trigger Event” means, in relation to the Series 1 Class B Shares in issue at the relevant time, the daily volume weighted average price of the company’s ordinary shares on the London Stock Exchange equals or exceeds £0.65 per ordinary share (subject to adjustment) for 20 or more complete dealing days in any period of 30 consecutive dealing days.

Distribution of assets on liquidation
Cumulative preference shares
In the event of a return of capital on a winding-up or otherwise, the holders of cumulative preference shares are entitled to receive out of t he surplus assets of the company available for distribution amongst the members (i) in priority to the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the arrears of any fixed dividends including the amount of any dividend due for a payment after the date of commencement of any winding-up or liquidation but which is payable in respect of a half-year period ending on or before such date and (ii) pari passu with the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the amount paid up or credited as paid up on such shares together with any premium.

Non-cumulative preference shares
Each non-cumulative preference share will confer on a winding up or liquidation (except (unless otherwise provided by the terms of issue) a redemption or purchase by the company of any shares in the capital of the company), the right to receive out of surplus assets of the company available for distribution amongst the members after payment of the arrears (if any) of the cumulative dividend on the cumulative preference shares and in priority to the holders of the ordinary shares, repayment of the amount paid up or credited as paid up on the non-cumulative preference shares together with any premium paid on issue pari passu with the holders of the cumulative preference shares and together with an amount equal to accrued and unpaid dividends.
 
 
489

 
 
Shareholder information continued
 
 
Non-voting deferred shares
On a winding-up or other return of capital of the company, holders of non-voting deferred shares are entitled only to payment of the amounts paid up on the non-voting deferred shares, after repayment to the holders of ordinary shares of the nominal amount paid up on the ordinary shares held by them and payment of £100,000 on each ordinary share.

B Shares
On a winding-up, holders of the Series 1 Class B Shares will rank equally with the holders of the ordinary shares, the Series 1 Dividend Access Share and any other class of shares or securities of the company which rank equally with the Series 1 Class B Shares, the Series 1 Dividend Access Share or the ordinary shares on a winding-up or liquidation, and junior to all other shareholders and all creditors of the company. For these purposes, on a winding-up each holder of a Series 1 Class B Share will be deemed to hold one (as adjusted from time to time) ordinary share of the company for every Series 1 Class B Share held at the date of the commencement of such winding-up, and will be entitled to receive out of the surplus assets of the company remaining after payment of all prior-ranking claims, a sum equal to that payable to a holder of one (as adjusted) ordinary share in such event.

Dividend Access Share
On a winding-up, the holder of the Series 1 Dividend Access Share will rank equally with the holders of the ordinary shares, the Series 1 Class B Shares and any other class of shares or securities of the company which rank equally with the Series 1 Dividend Access Share, the Series 1 Class B Shares or the ordinary shares on a winding-up or liquidation, and junior to all other shareholders and all creditors of the company. For these purposes, on a winding-up the holder of the Series 1 Dividend Access Share will be deemed to hold one (as adjusted from time to time) ordinary share of the company, and will be entitled to receive out of the surplus assets of the company remaining after payment of all prior-ranking claims, a sum equal to that payable to a holder of one (as adjusted) ordinary share in such event.

General
On a winding-up of the company, the liquidator may, with the authority of any extraordinary resolution and any other sanction required by the Insolvency Act 1986 and subject to the rights attaching to any class of shares after payment of all liabilities, including the payment to holders of preference shares, divide amongst the members in specie or kind the whole or any part of the assets of the company or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members and may determine the scope and terms of those trusts. No member shall be compelled to accept any assets on which there is a liability.

Voting Rights
General
Subject to any rights or restrictions as to voting attaching to any shares or class of shares, on a show of hands every member who is present in person or by proxy at a general meeting shall have one vote (except that a proxy who is appointed by more than one member has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution) and on a poll every member present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held by him. No member shall, unless the directors otherwise determine, be entitled to vote at a general meeting or at a separate meeting of the holders of shares in the capital of the company, either in person or by proxy, in respect of any share held by him unless all monies presently payable by him in respect of that share have been paid. There is no obligation on the company to check and ensure that a proxy is voting at a general meeting in accordance with the voting directions provided by the appointing member.  The chairman of a general meeting does not have a casting vote in the event of an equality of votes, as this is not permitted under the 2006 Act. The quorum required for a meeting of members is not less than five members present in person and entitled to vote. If a meeting is adjourned because of the lack of a quorum, the members present in person or by proxy and entitled to vote will constitute a quorum at the adjourned meeting.

Meetings are convened upon written notice of not less than 21 days in respect of annual general meetings of members and not less than 14 days in respect of other meetings of members subject to certain conditions. An adjourned meeting may be called at shorter notice than applied to the original meeting, but where a meeting is adjourned for lack of quorum only if the adjourned meeting is held at least ten days after the original meeting and does not include any new business.

Cumulative preference shares
At a general meeting of the company, every holder of a cumulative preference share who is present in person or by proxy shall be entitled to one vote on a show of hands and, on a poll, every person who is present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held. No member shall be entitled to vote any share in person or by proxy unless all moneys owed in respect of that share have been paid.

Non-cumulative preference shares
Holders of non-cumulative preference shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution directly varying or abrogating the rights attached to any such shares and then in such case only to speak to and vote upon any such resolution. However, holders have the right to vote in respect of any matter when the dividend payable on their shares has not been declared in full for such number of dividend periods as the directors shall determine prior to the allotment thereof. Whenever a holder is entitled to vote at a general meeting, on a show of hands every shareholder who is present in person has one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be determined by the directors prior to allotment.
 
 
490

 

 
Non-voting deferred shares
The holders of non-voting deferred shares are not entitled to receive notice of or to attend or vote at any general meeting of the company or otherwise receive any shareholder communication.

B Shares
Holders of the Series 1 Class B Shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution varying or abrogating the rights attached to any such shares and then in such case only to speak to and vote upon any such resolution. If entitled to vote, each holder is entitled on a poll to two votes for each Series 1 Class B Share held.

Dividend Access Share
The holder of the Series 1 Dividend Access Share is not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution varying or abrogating the rights attached to such share and then in such case only to speak to and vote upon any such resolution. If entitled to vote, the holder is entitled on a poll to one vote.

Redemption
Except as set forth in the following paragraph, unless the directors determine, prior to allotment of any particular series of non-cumulative preference shares, that such series shall be non-redeemable, the preference shares will be redeemable at the option of the company on any date which (subject to certain exceptions described in the terms of such shares) falls no earlier than such date (if any) as may be fixed by the directors, prior to allotment of such shares. On redemption, there shall be paid on each non-cumulative preference share the aggregate of its nominal amount together with any premium paid on issue, where applicable a redemption premium and accruals of dividend.

If the company wishes to issue redeemable shares, the Directors are authorised to determine the terms and manner of redemption.

Purchase
General
Under the 2006 Act a company requires shareholder authority to purchase its own shares, consolidate and sub-divide its shares and reduce its share capital. Whenever non-cumulative preference shares are issued in the future the Articles have no restriction on the maximum purchase price payable by the company unless such restriction is expressly applied by the directors in relation to an issuance of non-cumulative preference shares.

Conversion rights
Convertible preference shares carry the right to convert into ordinary shares if they have not been the subject of a notice of redemption from the company, on or before a specified date determined by the directors. The right to convert will be exercisable by service of a conversion notice on the company within a specified period. The company will use reasonable endeavours to arrange the sale, on behalf of convertible preference  shareholders who have submitted a conversion notice, of the ordinary shares which result from such conversion and to pay to them the proceeds of such sale so that they receive net proceeds equal to the nominal value of the convertible preference shares which were the subject of the conversion notice and any premium at which such shares were issued, provided that ordinary shares will not be sold at below a benchmark price (as determined prior to the issue of the relevant convertible preference shares by the directors).

B Shares
The B Shares are convertible into ordinary shares at HM Treasury’s option at an initial conversion price of £0.50 per share, subject to adjustment. In December 2003, following the payment of aggregate dividends of £1 in respect of each AVS, all issued and outstanding AVSs were de-listed from the Official List and from trading on the London Stock Exchange’s market for listed securities and converted into non-voting deferred shares of £0.01 each.

Changes in share capital and variation of rights
Subject to the provisions of the 2006 Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine. Subject to the provisions of the 2006 Act, the company may issue shares which are, or at the option of the company or the holder are liable, to be redeemed. Subject to the provisions of the 2006 Act and the Articles, unissued shares are at the disposal of the Board.

The company may by ordinary resolution: increase its share capital; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; subject to the provisions of the 2006 Act, subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum; or cancel any shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
 
 
491

 
 
Shareholder information continued
 
 
Subject to the provisions of the 2006 Act, if at any time the capital of the company is divided into different classes of shares, the rights attached to any class of shares may (unless further conditions are provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not the company is being wound up, either with the consent in writing of the holders of three-quarters in-nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate general meeting of holders of the shares of the class (but not otherwise). To any such separate general meeting the provision of the Articles relating to general meeting s will apply, save that:

(i) if at any adjourned meeting of such holders a quorum as defined above is not present, two people who hold shares of the class, or their proxies, are a quorum; and

(ii) any such holder present in person or by proxy may demand a poll

The rights attaching to any class of shares having preferential rights are not, unless otherwise expressly provided by the terms of issue thereof, deemed to be varied by the creation or issue of further shares ranking, as regards participation in t he profits or assets of the company, pari passu therewith, but in no respect in priority thereto.

Disclosure of interests in shares
The 2006 Act gives the company the power to require persons who it believes to be, or have been within the previous three years, interested in its shares, to disclose prescribed particulars of those interests. Failure to supply the information or supplying a statement which is materially false may lead to the Board imposing restrictions upon the relevant shares. The restrictions available are the suspension of voting or other rights conferred by membership in relation to meetings of the company in respect of the relevant shares and, additionally, in the case of a shareholding representing at least 0.25 per cent of the class of shares concerned, the withholding of payment of dividends on, and the restriction of transfers of, the relevant shares.

Limitations on rights to own share
There are no limitations imposed by UK law or the Memorandum and Articles on the right of non-residents or foreign persons to hold or vote the company's shares other than the limitations that would generally apply to all of the company's shareholders.
 
Members resident abroad
Members with registered addresses outside the United Kingdom are not entitled to receive notices from the company unless they have given the company an address within the United Kingdom at which such notices may be served.

Sending notices and other documents to shareholders
The company may communicate with members by electronic and/or website communications.  A member whose registered address is not within the United Kingdom shall not be entitled to receive any notice from the Company unless he gives the Company a postal address within the United Kingdom at which notices may be given to him.
 
Documents on display
Documents concerning the company may be inspected at 36 St Andrew Square, Edinburgh, EH2 2YB.

Executive directors’ service contracts and copies of directors’ indemnities granted by the company in terms of section 236 of the Companies Act 2006 may be inspected at the company’s office at Gogarburn, Edinburgh, EH12 1HQ (telephone 0131 626 4114).

In addition, we file reports and other information with the SEC. You can read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room or contact the offices of The New York Stock Exchange, on which certain of our securities are listed, at 20 Broad Street, New York, New York 10005. The SEC also maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.

Incorporation and registration
The company was incorporated and registered in Scotland under the Companies Act 1948 as a limited company on 25 March 1968 under the name National and Commercial Banking Group Limited, and changed its name to The Royal Bank of Scotland Group Limited on 3 September 1979. On 10 March 1982 it was re-registered under the Companies Acts 1948 to 1980 as a public company with limited liability. The company is registered under Company No. SC45551.
 
 
492

 
 
Abbreviations and accronyms
 

ABCP
Asset Backed Commercial Paper
ADR
American Depositary Receipt
AFS
Available-for-sale
APR
All Price Risk
APS
Asset Protection Scheme
CDO
Collateralised Debt Obligation
CDPC
Credit Derivative Product Company
CDS
Credit Default Swap
CEM
Counterparty Exposure Management
CGU
Cash Generating Unit
CLO
Collateralised Loan Obligation
CMBS
Commercial Mortgage-backed Securities
CP
Commercial Paper
CRD
Capital Requirements Directive
CVA
Credit Valuation Adjustment
DFV
Designated as at Fair Value through profit or loss
DLG
Direct Line Group
EAD
Exposure At Default
EC
European Commission
ECB
European Central Bank
EMEA
Europe, the Middle East and Africa
ERF
Executive Risk Forum
ESOP
Executive Share Option Plan
EU
European Union
FCA
Financial Conduct Authority
FHFA
Federal Housing Finance Agency
FI
Financial Institution
FSA
Financial Services Authority
FSCS
Financial Services Compensation Scheme
FSMA
Financial Services and Markets Act 2000
FVTPL
Fair Value Through Profit or Loss
GALCO
Group Asset and Liability Management Committee
GBM
Global Banking & Markets
GCR
Group Credit Risk
GDP
Gross Domestic Product
GMS
Global Merchant Services
GPF
Group Policy Framework
GRG
Global Restructuring Group
GTS
Global Transaction Services
HFT
Held-for-trading
HMT
HM Treasury
IAS
International Accounting Standards
IASB
International Accounting Standards Board
ICB
Independent Commission on Banking
IFRS
International Financial Reporting Standards
IMF
International Monetary Fund
IPO
Initial Public Offering
IPV
Independent Price Verification
IRC
Incremental Risk Charge
IRRBB
Interest Rate Risk in the Banking Book
LAR
Loans and Receivables
LIBOR
London Interbank Offered Rate
LTIP
Long Term Incentive Plan
LTV
Loan-to-value
M&IB
Markets & International Banking
MBS
Mortgage-backed Securities
MTN
Medium-term Notes
NI
Northern Ireland
NYSE
New York Stock Exchange
OFT
Office of Fair Trading
OTC
Over-the-counter
PPI
Payment Protection Insurance
PPL
Potential Problem Loans
R&C
Retail & Commercial
RBSG
The Royal Bank of Scotland Group plc
REIL
Risk Elements In Lending
RFS
RFS Holdings B.V.
RMBS
Residential Mortgage-backed Securities
RNIV
Risks Not In VaR
ROE
Return on Equity
ROI
Republic of Ireland
RoW
Rest of the World
RWA
Risk-weighted asset
SEC
US Securities and Exchange Commission
SME
Small and Medium-sized Enterprise
SPE
Special Purpose Entity
SVaR
Stressed Value-at-Risk
TSR
Total Shareholder Return
UK
United Kingdom
UKFI
UK Financial Investments Limited
US/USA
United States of America
VaR
Value-at-Risk
 
 
493

 
 
Glossary of terms
 
Alt-A (Alternative A-paper) - a US description for mortgage loans with a higher credit quality than sub-prime loans but with features that disqualify the borrower from a traditional prime loan. Alt-A lending characteristics include limited documentation; high loan-to-value ratio; secured on non-owner occupied properties; and debt-to-income ratio above normal limits.

Arrears - the aggregate of contractual payments due on a debt that have not been met by the borrower. A loan or other financial asset is said to be 'in arrears' when payments have not been made.

Asset-backed commercial paper (ABCP) - a form of asset-backed security generally issued by a commercial paper conduit.

Asset-backed securities (ABS) - securities that represent interests in specific portfolios of assets. They are issued by a special purpose entity following a securitisation. The underlying portfolios commonly comprise residential or commercial mortgages but can include any class of asset that yields predictable cash flows. Payments on the securities depend primarily on the cash flows generated by the assets in the underlying pool and other rights designed to assure timely payment, such as guarantees or other credit enhancements. Collateralised bond obligations, collateralised debt obligations, collateralised loan obligations, commercial mortgage backed securities and residential mortgage backed securities are all types of ABS.

Asset quality (AQ) band - probability of default banding for all counterparties on a scale of 1 to 10.

Assets under management - assets managed by the Group on behalf of clients.

Bank levy - a levy that applies to UK banks, building societies and the UK operations of foreign banks from 1 January 2011. The levy is payable based on a percentage of the chargeable equity and liabilities of the bank as at the balance sheet date.

Basel II - the capital adequacy framework issued by the Basel Committee on Banking Supervision in June 2006 in the form of the ‘International Convergence of Capital Measurement and Capital Standards’.

Basel III - in December 2010, the Basel Committee on Banking Supervision issued final rules: ‘Basel III: A global regulatory framework for more resilient banks and banking systems’ and ‘Basel III: International framework for liquidity risk measurement, standards and monitoring’.

Basis point - one hundredth of a per cent i.e. 0.01 per cent. 100 basis points is 1 per cent. Used when quoting movements in interest rates or yields on securities.

Bear steepener - a steepening of the yield curve caused by long-term rates increasing faster than short term rates.

BIPRU - the prudential sourcebook for banks, building societies and investment firms. The part of the Financial Services Authority's (FSA) Handbook that sets out detailed prudential requirements for the banks that they regulate.

Bull flattener - a flattening of the yield curve in which long term rates are decreasing faster than short term rates.

Certificates of deposit (CDs) - bearer negotiable instruments acknowledging the receipt of a fixed term deposit at a specified interest rate.

Collateralised bond obligations (CBOs) - asset-backed securities for which the underlying asset portfolios are bonds, some of which may be sub-investment grade.

Collateralised debt obligations (CDOs) - asset-backed securities for which the underlying asset portfolios are debt obligations: either bonds (collateralised bond obligations) or loans (collateralised loan obligations) or both. The credit exposure underlying synthetic CDOs derives from credit default swaps. The CDOs issued by an individual vehicle are usually divided in different tranches: senior tranches (rated AAA), mezzanine tranches (AA to BB), and equity tranches (unrated). Losses are borne first by the equity securities, next by the junior securities, and finally by the senior securities; junior tranches offer higher coupons (interest payments) to compensate for their increased risk.

Collateralised loan obligations (CLOs) - asset-backed securities for which the underlying asset portfolios are loans, often leveraged loans.

Collectively assessed loan impairment provisions - impairment loss provisions in respect of impaired loans, such as credit cards or personal loans, that are below individual assessment thresholds. Such provisions are established on a portfolio basis, taking account of the level of arrears, security, past loss experience, credit scores and defaults based on portfolio trends.

Commercial mortgage backed securities (CMBS) - asset-backed securities for which the underlying asset portfolios are loans secured on commercial real estate.

Commercial paper (CP) - unsecured obligations issued by a corporate or a bank directly or secured obligations (asset-backed CP), often issued through a commercial paper conduit, to fund working capital. Maturities typically range from two to 270 days. However, the depth and reliability of some CP markets means that issuers can repeatedly roll over CP issuance and effectively achieve longer term funding. CP is issued in a wide range of denominations and can be either discounted or interest-bearing.

 
494

 

Glossary of terms continued
 
 

Commercial paper conduit - a special purpose entity that issues commercial paper and uses the proceeds to purchase or fund a pool of assets. The commercial paper is secured on the assets and is redeemed either by further commercial paper issuance, repayment of assets or liquidity drawings.

Commercial real estate - freehold and leasehold properties used for business activities. Commercial real estate includes office buildings, industrial property, medical centres, hotels, retail stores, shopping centres, agricultural land and buildings, warehouses, garages etc.

Compression trades - portfolio compression reduces the overall notional size and number of outstanding contracts in credit derivative portfolios without changing the overall risk profiles of these portfolios. This is achieved by terminating existing trades on single name reference entities and on indices and replacing them with a smaller number of new trades with substantially smaller notionals that carry the same risk profile and cash flows as the initial portfolio.

Contractual maturity - the date in the terms of a financial instrument on which the last payment or receipt under the contract is due for settlement.

Core Tier 1 capital - called-up share capital and eligible reserves plus equity non-controlling interests, less intangible assets and other regulatory deductions.

Core Tier 1 capital ratio - core Tier 1 capital as a percentage of risk-weighted assets.

Cost:income ratio - operating expenses as a percentage of total income.

Counterparty credit risk - the risk that a counterparty defaults before the maturity of a derivative or sale and repurchase contract. In contrast to non-counterparty credit risk, the exposure to counterparty credit risk varies by reference to a market factor (e.g. interest rate, exchange rate, asset price).

Coverage ratio - impairment provisions as a percentage of impaired loans.

Covered bonds - debt securities backed by a portfolio of mortgages that are segregated from the issuer's other assets solely for the benefit of the holders of the covered bonds.

CRD III - the CRD III package came into force on 1 January 2011. It requires higher capital requirements for re-securitisations; upgrades disclosure standards for securitisation exposures; strengthens capital requirements for the trading book; and introduces new remuneration rules.

CRD IV - in July 2011, the European Commission published its proposed legislation for a Capital Requirements Directive and a Capital Requirements Regulation, which together form the CRD IV package. The package implements the Basel III capital proposals and also includes new proposals on sanctions for non-compliance with prudential rules, corporate governance and remuneration. CRD IV has yet to be enacted into European law and its implementation date remains uncertain.

Credit default swap (CDS) - a contract where the protection seller receives premium or interest-related payments in return for contracting to make payments to the protection buyer upon a defined credit event in relation to a reference financial asset or portfolio of financial assets. Credit events usually include bankruptcy, payment default and rating downgrades.

Credit derivative product company (CDPC) - a special purpose entity that sells credit protection under credit default swaps or certain approved forms of insurance policies. Sometimes they can also buy credit protection. CDPCs are similar to monoline insurers. However, unlike monoline insurers, they are not regulated as insurers.

Credit derivatives - contractual agreements that provide protection against a credit event on one or more reference entities or financial assets. The nature of a credit event is established by the protection buyer and protection seller at the inception of a transaction, and such events include bankruptcy, insolvency or failure to meet payment obligations when due. The buyer of the credit derivative pays a periodic fee in return for a payment by the protection seller upon the occurrence, if any, of a credit event. Credit derivatives include credit default swaps, total return swaps and credit swap options.

Credit enhancements - techniques that improve the credit standing of financial obligations; generally those issued by an SPE in a securitisation. External credit enhancements include financial guarantees and letters of credit from third-party providers. Internal enhancements include excess spread - the difference between the interest rate received on the underlying portfolio and the coupon on the issued securities; and over-collateralisation - on securitisation, the value of the underlying portfolio is greater than the securities issued.

Credit grade - a rating that represents an assessment of the credit worthiness of a customer. It is a point on a scale representing the probability of default of a customer.

Credit risk - the risk that the Group will incur losses owing to the failure of customers to meet their financial obligations to the Group.

Credit risk mitigation - reducing the credit risk of an exposure by application of techniques such as netting, collateral, guarantees and credit derivatives.

Credit risk spread - the yield spread between securities with the same currency and maturity structure but with different associated credit risks, with the yield spread rising as the credit rating worsens. It is the premium over the benchmark or risk-free rate required by the market to take on a lower credit quality.

Credit valuation adjustments (CVA) - the CVA is the difference between the risk- free value of a portfolio of trades and its market value, taking into account the counterparty’s risk of default. It represents the market value of counterparty credit risk, or an estimate of the adjustment to fair value that a market participant would make to reflect the creditworthiness of its counterparty.

 
495

 
 
Glossary of terms continued
 

Currency swap - an arrangement in which two parties exchange specific principal amounts of different currencies at inception and subsequently interest payments on the principal amounts. Often, one party will pay a fixed rate of interest, while the other will pay a floating rate (though there are also fixed-fixed and floating-floating arrangements). At the maturity of the swap, the principal amounts are usually re-exchanged.

Customer accounts - money deposited with the Group by counterparties other than banks and classified as liabilities. They include demand, savings and time deposits; securities sold under repurchase agreements; and other short term deposits. Deposits received from banks are classified as deposits by banks.

Debt securities - transferable instruments creating or acknowledging indebtedness. They include debentures, bonds, certificates of deposit, notes and commercial paper. The holder of a debt security is typically entitled to the payment of principal and interest, together with other contractual rights under the terms of the issue, such as the right to receive certain information. Debt securities are generally issued for a fixed term and redeemable by the issuer at the end of that term. Debt securities can be secured or unsecured.

Debt securities in issue - unsubordinated debt securities issued by the Group. They include commercial paper, certificates of deposit, bonds and medium-term notes.

Debit valuation adjustment (DVA) - an adjustment made by an entity to the valuation of OTC derivative liabilities to reflect within fair value the entity's own credit risk.

Deferred tax asset - income taxes recoverable in future periods as a result of deductible temporary differences (temporary differences between the accounting and tax base of an asset or liability that will result in tax deductible amounts in future periods) and the carry-forward of tax losses and unused tax credits.

Deferred tax liability - income taxes payable in future periods as a result of taxable temporary differences (temporary differences between the accounting and tax base of an asset or liability that will result in taxable amounts in future periods).

Defined benefit obligation - the present value of expected future payments required to settle the obligations of a defined benefit plan resulting from employee service.

Defined benefit plan - pension or other post-retirement benefit plan other than a defined contribution plan.

Defined contribution plan - pension or other post-retirement benefit plan where the employer's obligation is limited to its contributions to the fund.

Deposits by banks - money deposited with the Group by banks and recorded as liabilities. They include money-market deposits, securities sold under repurchase agreements, federal funds purchased and other short term deposits. Deposits received from customers are recorded as customer accounts.

Derivative - a contract or agreement whose value changes with changes in an underlying index such as interest rates, foreign exchange rates, share prices or indices and which requires no initial investment or an initial investment that is smaller than would be required for other types of contracts with a similar response to market factors. The principal types of derivatives are: swaps, forwards, futures and options.

Discontinued operation - a component of the Group that either has been disposed of or is classified as held for sale. A discontinued operation is either: a separate major line of business or geographical area of operations or part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or a subsidiary acquired exclusively with a view to resale.

Economic capital - an internal measure of the capital required by the Group to support the risks to which it is exposed.

Economic profit - the difference between the return on shareholders funds and the cost of that capital. Economic profit is usually expressed as a percentage.

Effective interest rate method - the effective interest method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or liabilities) and of allocating the interest income or interest expense over the expected life of the asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash flows to the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees payable or receivable that are an integral part of the instrument's yield, premiums or discounts on acquisition or issue, early redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.

Equity risk - the risk of changes in the market price of the equities or equity instruments arising from positions, either long or short, in equities or equity-based financial instruments.

Expected loss (EL) - expected loss represents the anticipated loss on an exposure over one year. It is determined by multiplying probability of default, loss given default and exposure at default and can be calculated at individual, credit facility, customer or portfolio level. 

Exposure - a claim, contingent claim or position which carries a risk of financial loss.

 
496

 

Glossary of terms continued
 

Exposure at default (EAD) - an estimate of the expected level of utilisation of a credit facility at the time of a borrower's default. The EAD may be higher than the current utilisation (e.g. where further drawings are made under a revolving credit facility before default) but will not typically exceed the total facility limit.

Fannie Mae (Federal National Mortgage Association) - a US Government Sponsored Enterprise. It buys mortgages, principally originated by banks, on the secondary market, pools them, and sells them as residential mortgage-backed securities to investors on the open market. Its obligations are not explicitly guaranteed by the full faith and credit of the US Government.

Federal Agencies - US federal agencies are independent bodies established by the US Government for specific purposes such as the management of natural resources, financial oversight or national security. A number of agencies, including Ginnie Mae, issue or guarantee publicly traded debt securities.

Federal Home Loan Mortgage Corporation - see Freddie Mac.

Federal National Mortgage Association - see Fannie Mae.

FICO score - a credit score calculated using proprietary software developed by the Fair Isaac Corporation in the US from a consumer's credit profile. The scores range between 300 and 850 and are used in credit decisions made by banks and other providers of credit.

Financial Services Compensation Scheme (FSCS) - the UK's statutory fund of last resort for customers of authorised financial services firms. It pays compensation if a firm is unable to meet its obligations. The FSCS funds compensation for customers by raising management expenses levies and compensation levies on the financial services industry.

First/second lien - a lien is a charge such as a mortgage held by one party, over property owned by a second party, as security for payment of some debt, obligation, or duty owed by that second party. The holder of a first lien takes precedence over all other encumbrances on that property i.e. second and subsequent liens.

Forbearance - forbearance takes place when changes to the contractual payment terms of a retail loan are agreed in response to the borrower's financial difficulties.

Forward contract - a contract to buy (or sell) a specified amount of a physical or financial commodity, at an agreed price, at an agreed future date.

Freddie Mac (Federal Home Loan Mortgage Corporation) - a US Government Sponsored Enterprise. It buys mortgages, principally originated by thrifts, on the secondary market, pools them, and sells them as residential mortgage-backed securities to investors on the open market. Its obligations are not explicitly guaranteed by the full faith and credit of the US Government.

Funding and liquidity risk - the risk that the Group does not have sufficient financial resources to meet its commitments when they fall due, or can secure them only at excessive cost.

Futures contract - a contract which provides for the future delivery (or acceptance of delivery) of some type of financial instrument or commodity under terms established at the outset. Futures differ from forward contracts in that they are traded on recognised exchanges and rarely result in actual delivery; most contracts are closed out prior to maturity by acquisition of an offsetting position.

G10 - the Group of Ten comprises the eleven industrial countries (Belgium, Canada, France, Germany, Italy, Japan, the Netherlands, Sweden, Switzerland, the United Kingdom and the United States) that have agreed to participate in the International Monetary Fund’s (IMF’s) General Arrangements to Borrow.

Ginnie Mae (Government National Mortgage Association) - a US Government Agency that guarantees investors the timely payment of principal and interest on mortgage-backed securities for which the underlying asset portfolios comprise federally insured or guaranteed loans - mainly loans insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Ginnie Mae obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US Government.

Government Sponsored Enterprises (GSEs) - a group of financial services corporations created by the US Congress. Their function is to improve the efficiency of capital markets and to overcome statutory and other market imperfections which otherwise prevent funds from moving easily from suppliers of funds to areas of high loan demand. They include Fannie Mae and Freddie Mac.

Gross yield - the interest rate earned on average interest-earning assets i.e. interest income divided by average interest-earning assets.

Haircut - a downward adjustment to collateral value to reflect its nature, any currency or maturity mismatches between a credit risk mitigant and the underlying exposure to which it is being applied.

Hedge funds - pooled investment vehicles that are not widely available to the public; their assets are managed by professional asset managers who participate in the performance of the fund.

Home equity loan - a type of loan in which the borrower uses the equity in their home as collateral. A home equity loan creates a charge against the borrower's house.

Home loan - see Residential mortgage.

Impaired loans - all loans for which an impairment provision has been established; for collectively assessed loans, impairment loss provisions are not allocated to individual loans and the entire portfolio is included in impaired loans.

Impairment allowance - see Loan impairment provisions.

 
497

 

Glossary of terms continued
 

Impairment losses - (a) for impaired financial assets measured at amortised cost, impairment losses - the difference between carrying value and the present value of estimated future cash flows discounted at the asset's original effective interest rate - are recognised in profit or loss and the carrying amount of the financial asset reduced by establishing a provision (allowance) (b) for impaired available-for-sale financial assets, the cumulative loss that had been recognised directly in equity is removed from equity and recognised in profit or loss as an impairment loss.

Individually assessed loan impairment provisions - impairment loss provisions for individually significant impaired loans assessed on a case-by-case basis, taking into account the financial condition of the counterparty and any guarantor and the realisable value of any collateral held.

Insurance risk - the risk of financial loss through fluctuations in the timing, frequency and/or severity of insured events, relative to the expectations at the time of underwriting.

Internal Capital Adequacy Assessment Process (ICAAP) - the Group’s own assessment, as part of Basel II requirements, of its risks, how it intends to mitigate those risks and how much current and future capital is necessary having considered other mitigating factors.

International Accounting Standards Board (IASB) - the independent standard-setting body of the IFRS Foundation. Its members are responsible for the development and publication of International Financial Reporting Standards (IFRSs) and for approving Interpretations of IFRS as developed by the IFRS Interpretations Committee.

Interest rate swap - a contract under which two counterparties agree to exchange periodic interest payments on a predetermined monetary principal, the notional amount.

Interest spread - the difference between the gross yield and the interest rate paid on average interest-bearing liabilities.

Internal funding of trading business - the internal funding of the trading book comprises net banking book financial liabilities that fund financial assets in the Group’s trading portfolios. Interest payable on these financial liabilities is charged to the trading book.

Investment grade - generally represents a risk profile similar to a rating of BBB-/Baa3 or better, as defined by independent rating agencies.

Key management - directors of RBSG and members of the Group Management Committee.

Latent loss provisions - loan impairment provisions held against impairments in the performing loan portfolio that have been incurred as a result of events occurring before the balance sheet date but which have not been identified as impaired at the balance sheet date.

Level 1: quoted price - level 1 financial instruments are valued using unadjusted quoted prices in active markets, for identical financial instruments. Examples include G10 government securities, listed equity shares, certain exchange-traded derivatives and certain US agency securities.

Level 2: valuation technique using observable inputs - level 2 financial instruments are valued using techniques based significantly on observable market data. Instruments in this category are valued using: (a) quoted prices for similar instruments or identical instruments in markets which are not considered to be active; or (b) valuation techniques where all the inputs that have a significant effect on the valuations are directly or indirectly based on observable market data.

Level 3: valuation technique with significant unobservable inputs - level 3 financial instruments are valued using a valuation technique where at least one input which could have a significant effect on the instrument’s valuation, is not based on observable market data. Where inputs can be observed from market data without undue cost and effort, the observed input is used. Otherwise, the Group determines a reasonable level for the input. Level 3 financial instruments include cash instruments which trade infrequently, certain syndicated and commercial mortgage loans, unlisted equity shares, certain residual interests in securitisations, super senior tranches of high grade and mezzanine CDOs, other mortgage-based products and less liquid debt securities, certain structured debt securities in issue, and OTC derivatives where valuation depends upon unobservable inputs such as certain credit and exotic derivatives.

Leveraged finance - funding (leveraged finance) provided to a business resulting in an overall level of debt in relation to cash flow that exceeds that which would be considered usual for the business or for the industry in which it operates. Leveraged finance is commonly employed to achieve a specific, often temporary, objective: to make an acquisition, to effect a buy-out or to repurchase shares.

Loan impairment provisions - loan impairment provisions are established to recognise incurred impairment losses on a portfolio of loans classified as loans and receivables and carried at amortised cost. It has three components: individually assessed loan impairment provisions, collectively assessed loan impairment provisions and latent loss provisions.

 
498

 

Glossary of terms continued
 
 

Loan-to-deposit ratio - the ratio of loans and advances to customers net of provision for impairment losses and excluding reverse repurchase agreements to customer deposits excluding repurchase agreements.

Loan-to-value ratio - the amount of a secured loan as a percentage of the appraised value of the security e.g. the outstanding amount of a mortgage loan as a percentage of the property's value.

Loss given default (LGD) - an estimate of the amount that will not be recovered by the Group in the event of default, plus the cost of debt collection activities and the delay in cash recovery.

Market risk - the risk that the value of an asset or liability will change as a result of market factors such as foreign exchange rates, commodity prices, interest rates, credit spreads and equity prices.

Master netting agreement - an agreement between two counterparties that have multiple derivative contracts with each other that provides for the net settlement of all contracts through a single payment, in a single currency, in the event of default on, or termination of, any one contract.

Medium term notes (MTNs) - debt securities usually with a maturity of five to ten years, but the term may be less than one year or as long as 50 years. They can be issued on a fixed or floating coupon basis or with an exotic coupon; with a fixed maturity date (non-callable) or with embedded call or put options or early repayment triggers. MTNs are generally issued as senior unsecured debt.

Monoline insurers (monolines) - entities that specialise in providing credit protection against the notional and interest cash flows due to the holders of debt instruments in the event of default. This protection is typically in the form of derivatives such as credit default swaps.

Mortgage-backed securities - asset-backed securities for which the underlying asset portfolios are loans secured on property. See Residential mortgage backed securities and Commercial mortgage backed securities.

Mortgage servicing rights - the rights of a mortgage servicer to collect mortgage payments and forward them, after deducting a fee, to the mortgage lender.

Mortgage vintage - the year in which a mortgage loan was made to the customer.

Negative equity mortgages - mortgages where the value of the property mortgaged is less than the outstanding balance on the loan.

Net interest income - the difference between interest receivable on financial assets classified as loans and receivables or available-for-sale and interest payable on financial liabilities carried at amortised cost.

Net interest margin - net interest income as a percentage of average interest-earning assets.

Non-conforming mortgages - mortgage loans that do not meet the requirements for sale to US Government agencies or US Government sponsored enterprises. These requirements include limits on loan-to-value ratios, loan terms, loan amounts, borrower creditworthiness and other requirements.

Non-performing loans - loans classified as Risk elements in lending and Potential problem loans. They have a 100% probability of default and have been assigned an AQ10 internal credit grade.

Operational risk - the risk of loss resulting from inadequate or failed processes, people, systems or from external events.

Option - an option is a contract that gives the holder the right but not the obligation to buy (or sell) a specified amount of the underlying physical or financial commodity, at a specific price, at an agreed date or over an agreed period. Options can be exchange-traded or traded over-the- counter.

Over-the-counter (OTC) derivatives - derivatives with tailored terms and conditions negotiated bilaterally, in contrast to exchange traded derivatives that have standardised terms and conditions.

Own credit adjustment - the effect of the Group’s own credit standing on the fair value of financial liabilities.

Past due - a financial asset such as a loan is past due when the counterparty has failed to make a payment when contractually due.

Payment concession - an agreed temporary reduction in, or elimination of, the periodic (usually monthly) repayment on a loan. At the end of the concessionary period, the principal amount and accrued interest outstanding are scheduled for repayment over an agreed period.

Pillar 1 - the part of Basel II that sets out the process by which regulatory capital requirements should be calculated for credit, market and operational risk.

Pillar 2 - the part of the Basel II that sets out the process by which a bank should review its overall capital adequacy and the processes under which the supervisors evaluate how well financial institutions are assessing their risks and take appropriate actions in response to the assessments.

Pillar 3 - the part of Basel II that sets out the information banks must disclose about their risks, the amount of capital required to absorb them, and their approach to risk management. The aim is to strengthen market discipline.

 
499

 
 
Glossary of terms continued
 

Position risk requirement - a capital requirement applied to a position treated under BIPRU 7 (Market risk) as part of the calculation of the market risk capital requirement.

Potential problem loans (PPL) - loans for which an impairment event has taken place but no impairment loss is expected. This category is used for advances which are not past due 90 days or revolving credit facilities where identification as 90 days overdue is not feasible.

Prime - prime mortgage loans generally have low default risk and are made to borrowers with good credit records and a monthly income that is at least three to four times greater than their monthly housing expense (mortgage payments plus taxes and other debt payments). These borrowers provide full documentation and generally have reliable payment histories.

Private equity investments - equity investments in operating companies not quoted on a public exchange. Capital for private equity investment is raised from retail or institutional investors and used to fund investment strategies such as leveraged buyouts, venture capital, growth capital, distressed investments and mezzanine capital.

Probability of default (PD) - the likelihood that a customer will fail to make full and timely repayment of credit obligations over a one year time horizon.

Regular way purchase or sale - a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned.

Regulatory capital - the amount of capital that the Group holds, determined in accordance with rules established by the FSA for the consolidated Group and by local regulators for individual Group companies.

Renegotiated loan - a wholesale loan for which changes to its contractual payment terms have been agreed in response to the borrower's financial difficulties.

Repurchase agreement (Repo) - see Sale and repurchase agreements.

Residential mortgage - a loan to purchase a residential property where the property forms collateral for the loan. The borrower gives the lender a lien against the property and the lender can foreclose on the property if the borrower does not repay the loan per the agreed terms. Also known as a home loan.

Residential mortgage backed securities (RMBS) - asset-backed securities for which the underlying asset portfolios are residential mortgages.

Retail loans - loans made to individuals rather than institutions. The loans may be for car purchases, home purchases, medical care, home repair, holidays and other consumer uses.

Return on equity - profit attributable to ordinary and B shareholders divided by average shareholders’ equity as a percentage.

Reverse repurchase agreement (Reverse repo) - see Sale and repurchase agreements.

Risk appetite - an expression of the maximum level of risk that the Group is prepared to accept to deliver its business objectives.

Risk asset ratio (RAR) - total regulatory capital as a percentage of risk-weighted assets.

Risk elements in lending (REIL) - impaired loans and accruing loans which are contractually overdue 90 days or more as to principal or interest.

Risk-weighted assets (RWAs) - assets adjusted for their associated risks using weightings established in accordance with the Basel Capital Accord as implemented by the FSA. Certain assets are not weighted but deducted from capital.

Sale and repurchase agreements - in a sale and repurchase agreement one party, the seller, sells a financial asset to another party, the buyer, at the same time the seller agrees to reacquire and the buyer to resell the asset at a later date. From the seller's perspective such agreements are repurchase agreements (repos) and from the buyer's reverse repurchase agreements (reverse repos).

Securitisation - a process by which assets or cash flows are transformed into transferable securities. The underlying assets or cash flows are transferred by the originator or an intermediary, typically an investment bank, to a special purpose entity which issues securities to investors. Asset securitisations involve issuing debt securities (asset-backed securities) that are backed by the cash flows of income-generating assets (ranging from credit card receivables to residential mortgage loans). Liability securitisations typically involve issuing bonds that assume the risk of a potential insurance liability (ranging from a catastrophic natural event to an unexpected claims level on a certain product type).

Settlement balances - payables and receivables that result from purchases and sales of financial instruments recognised on trade date. Asset settlement balances are amounts owed to the Group in respect of sales and liability settlement balances are amounts owed by the Group in respect of purchases.

Slotting approach - a method of calculating regulatory capital, specifically for lending exposures in project finance and income producing real estate, where the PD estimates do not meet the minimum IRB standards. Under this approach, the bank classifies exposures from 1 to 5, where 1 is strong and 5 is default. Specific risk-weights are assigned to each classification.
 
 
500

 
 
Glossary of terms continued
 
 
Sovereign exposures - exposures to governments, ministries, departments of governments and central banks.

Special purpose entity (SPE) - an entity created by a sponsor, typically a major bank, finance company, investment bank or insurance company. An SPE can take the form of a corporation, trust, partnership, or a limited liability company. Its operations are typically limited for example in a securitisation to the acquisition and financing of specific assets or liabilities.

Standardised approach - a method used to calculate credit risk capital requirements under Pillar 1 of Basel II. In this approach the risk weights used in the capital calculation are determined by regulators. For operational risk, capital requirements are determined by multiplying three years’ historical gross income by a percentage determined by the regulator. The percentage ranges from 12 to 18%, depending on the type of underlying business being considered.

Stressed value-at-risk (SVaR) - a VaR measure using historical data from a one year period of stressed market conditions. For the purposes of calculating regulatory SVaR, a time horizon of ten trading days is assumed at a confidence level of 99%. (Refer to Value-at-risk definition below).

Stress testing - a technique used to evaluate the potential effects on an institution’s financial condition of an exceptional but plausible event and/or movement in a set of financial variables.

Structured credit portfolio (SCP) - a portfolio of certain of the Group’s illiquid assets - principally CDO super senior positions, negative basis trades and monoline exposures - held within Non-Core division.

Structured Investment Vehicle (SIV) - a limited-purpose operating company that undertakes arbitrage activities by purchasing highly rated medium and long-term, fixed-income assets and funding itself with short-term, highly rated commercial paper and medium-term notes.

Structured notes - securities that pay a return linked to the value or level of a specified asset or index. Structured notes can be linked to equities, interest rates, funds, commodities and foreign currency.

Subordinated liabilities - liabilities which, in the event of insolvency or liquidation of the issuer, are subordinated to the claims of depositors and other creditors of the issuer.

Sub-prime - mortgage loans to customers with one or more high risk characteristics, such as: unreliable or poor payment histories; high loan-to-value ratios; high debt-to-income ratio; the loan is not secured on the borrower's primary residence; or a history of delinquencies or late payments on the loan.

Super senior CDO - the most senior class of instrument issued by a CDO vehicle. They benefit from the subordination of all other instruments, including AAA rated securities, issued by the CDO vehicle.

Tier 1 capital - core Tier 1 capital plus other Tier 1 securities in issue, less material holdings in financial companies.

Tier 1 capital ratio - Tier 1 capital as a percentage of risk-weighted assets.

Tier 2 capital - qualifying subordinated debt and other Tier 2 securities in issue, eligible collective impairment allowances, unrealised available-for-sale equity gains and revaluation reserves less certain regulatory deductions.

Unaudited - financial information that has not been subjected to the audit procedures undertaken by the Group's auditors to enable them to express an opinion on the Group's financial statements.

US Federal Agencies - see Federal Agencies.

US Government National Mortgage Association - see Ginnie Mae.

Value-at-risk (VaR) - a technique that produces estimates of the potential loss in the market value of a portfolio over a specified time period at a given confidence level.

Wholesale funding - wholesale funding comprises Deposits by banks, Debt securities in issue and Subordinated liabilities.

Wrapped security - a debt security where the holder benefits from credit protection provided by a third party, typically a financial guarantor or monoline insurer.

Write-down - a reduction in the carrying value of an asset to record a decline in its fair value or value in use.

Wrong-way risk - the risk of loss when the risk factors driving the exposure to a counterparty or customer are positively correlated with the creditworthiness of that counterparty i.e. the size of the exposure increases at the same time as the risk of the counterparty or customer being unable to meet that obligation, increases.

 
501

 
 
Index


Accounting
 
Accounting developments
331
Accounting policies
328
Critical accounting policies
328

Approval of accounts
315

Asset-backed securities
172

Audit Committee
 
Letter from the Chairman of the Group Audit Committee
254
Report of the Group Audit Committee
266

Auditors
 
Auditor’s remuneration
345
Independent auditor’s report
312

Available-for-sale financial assets
 
Accounting policies
324
Notes on the consolidated accounts
348

Average balance sheet
16

Balance sheet
 
Business review
66
Consolidated
315

Board Risk Committee report
 
Letter from the Chairman of the Board Risk Committee
275
Report of the Board Risk Committee
276

Business divestments
 
Business review
6
Notes on the consolidated accounts
387

Capital adequacy
 
Capital ratios
68, 87
Capital resources
68, 87
Notes on the consolidated accounts
412

Cash flow statement
 
Business review
67
Consolidated
319
Notes on the consolidated accounts
422, 423

Central functions/items
43, 93, 466

Charitable contributions
309

Competition
7

Consolidated financial statements
 
Consolidated balance sheet
323
Consolidated cash flow statement
327
Consolidated income statement
313
Consolidated statement of changes in equity
316
Consolidated statement of comprehensive income
314
Notes on the consolidated accounts
333

Contingent liabilities and commitments
413

Corporate governance
 
Compliance report
302
The Board and its committees
256

Debt securities
 
Risk and balance sheet management
168
Notes on the consolidated accounts
379

Deposits
 
Customer accounts
348
Deposits by banks
348

Derivatives
 
Risk and balance sheet management
179
Notes on the consolidated accounts
377

Description of business
5

Direct Line Group
6, 49, 424

Directors
 
Biographies
257
Interests in shares
298
Remuneration
300
Remuneration policy
284
Report of the directors
305
Service contracts and exit payment policy
289

Discontinued operations
 
Notes on the consolidated accounts
387

Disposal groups
 
Notes on the consolidated accounts
387

Dividends
 
History
479
Notes on the consolidated accounts
347

Earnings per share
 
Notes on the consolidated accounts
347

Employees
 
Business review
28
Costs
335
Headcount
336
Report of the directors
306
Variable compensation
339

 
502

 


Financial instruments
 
Accounting policies
324
Critical accounting policies
331
Notes on the consolidated accounts
348

Financial Services Compensation Scheme
414

Financial summary
443

Forward-looking statements
4

Glossary of terms
494

Going concern
 
Report of the directors
307

Goodwill
 
Critical accounting policies
328
Notes on the consolidated accounts
381

Group Performance and Remuneration Committee
 
Directors’ remuneration report
281
Letter from the Chair of the Group Performance and Remuneration Committee
279

Impairment
 
Accounting policies
325
Business review
24
Critical accounting policies
330
Notes on the consolidated accounts
375

Income statement
 
Business review
10
Consolidated
313

Insurance claims
 
Accounting policy
323
Business review
21
Critical accounting policies
329

Insurance premium income
 
Accounting policies
323

Intangible assets
 
Accounting policies
321
Segmental analysis of goodwill
430
Notes on the consolidated accounts
381

Interest Rate Hedging Products redress and related costs
 
Notes on the consolidated accounts
335
Critical accounting policies
329

Internal control
302

International Banking
37

Investigations and reviews
417

Litigation
415

Loans and advances
 
Loans and advances to banks
348
Loans and advances to customers
348, 445

Markets
6, 46, 424

Material contracts
456

Net interest income
 
Business review
14
Notes on the consolidated accounts
333

Non-Core
6, 54, 424

Non-interest income
 
Business review
14
Notes on the consolidated accounts
334

Operating expenses
 
Business review
21
Notes on the consolidated accounts
335

Payment Protection Insurance
 
Notes on the consolidated accounts
335
Critical accounting policies
329

Pensions
 
Accounting policies
321
Critical accounting policies
328
Notes on the consolidated accounts
340
Pension risk
251

Post balance sheet events
309

Potential problem loans
449

Presentation of information
2

Property, plant and equipment
 
Accounting policies
322
Notes on the consolidated accounts
384

Provisions
 
Accounting policies
323
Additional information
446
Notes on the consolidated accounts
375, 390
 
 
503

 

Index continued


Related parties
433

Renegotiations and forbearance
450

Risk and balance sheet management
 
Balance sheet analysis
154
Capital management
84
Country risk
212
Credit risk
117
Liquidity, funding and related risks
96
Market risk
202
Other risks
241
Risk appetite
73
Risk coverage
81
Risk governance
76

Risk elements in lending
449


Risk-weighted assets
27, 88

Securitisations, asset transfers and other collateral
 
Notes on the consolidated accounts
407

Special purpose entities
 
Notes on the consolidated accounts
409

Segmental reporting
 
Business review
26
Description of business
5
Notes on the consolidated accounts
424

Share-based payments
 
Accounting policies
328
Notes on the consolidated accounts
337

Share capital
 
Notes on the consolidated accounts
401

Shareholder information
 
Analysis of ordinary shareholders
475
Annual General Meeting
474
Shareholder enquiries
474

Short-term borrowings
452

Statement of changes in equity
 
Consolidated
316

Statement of comprehensive income
 
Consolidated
314

Statement of directors’ responsibilities
310

Subordinated liabilities
 
Notes on the consolidated accounts
394

Supervision
455

Tax
 
Accounting policies
323
Business review
25
Critical accounting policies
330
Notes on the consolidated accounts
346
Notes on the consolidated accounts - deferred tax
400

UK Corporate
5, 32, 432

UK Retail
5, 29, 424

Ulster Bank
5, 40, 424

US Retail & Commercial
5, 43, 424

Wealth
5, 35, 424

Value-at-risk (VaR)
203

Variable compensation
 
Notes on the consolidated accounts
339
 
 
504

 

 
Important addresses

Shareholder enquiries
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: +44 (0)870 702 0135
Facsimile: +44 (0)870 703 6009
Website: www.investorcentre.co.uk/contactus

ADR Depositary Bank
BNY Mellon Shareowner Services
PO Box 358516
Pittsburgh, PA 15252-8516
Telephone: +1 888 269 2377 (US callers)
Telephone: +1 201 680 6825 (International)
Email: shrrelations@bnymellon.com
Website: www.bnymellon.com/shareowner

RBS Secretariat
The Royal Bank of Scotland Group plc
PO Box 1000
Gogarburn Edinburgh EH12 1HQ
Telephone: +44 (0)131 556 8555
Facsimile: +44 (0)131 626 3081

Investor Relations
280 Bishopsgate
London EC2M 4RB
Telephone: +44 (0)207 672 1758
Facsimile: +44 (0)207 672 1801
Email: investor.relations@rbs.com

Registered office
36 St Andrew Square
Edinburgh EH2 2YB
Telephone: +44 (0)131 556 8555
Registered in Scotland No. SC45551

Website
www.rbs.com

Principal offices

The Royal Bank of Scotland Group plc
PO Box 1000 Gogarburn Edinburgh EH12 1HQ
Telephone: +44 (0)131 626 0000

The Royal Bank of Scotland plc
PO Box 1000 Gogarburn Edinburgh EH12 1HQ
280 Bishopsgate London EC2M 4RB

National Westminster Bank Plc
135 Bishopsgate London EC2M 3UR

RBS Citizens
RBS Citizens Financial Group, Inc.
One Citizens Plaza Providence RI 02903 USA

Ulster Bank
11-16 Donegall Square East Belfast BT1 5UB
George's Quay Dublin 2

Direct Line Group
Churchill Court Westmoreland Road Bromley Kent BR1 1DP

RBS Holdings USA Inc.
600 Washington Blvd
Stamford CT
06901 USA

Coutts Group
440 Strand London WC2R 0QS

The Royal Bank of Scotland International Limited
Royal Bank House 71 Bath Street
St Helier Jersey Channel Islands JE4 8PJ

RBS Holdings N.V.
Gustav Mahlerlaan 350
1082 ME Amsterdam
PO Box 12925
The Netherlands

 
505

 
 
Exhibit Index
 
Exhibit
Number
Description
1.1
Memorandum and Articles of Association of The Royal Bank of Scotland Group plc
2.1(1)
Form of Deposit agreement among The Royal Bank of Scotland Group plc, The Bank of New York as Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder
2.2(2)
Form of American Depositary Receipt for ordinary shares of the par value of £1 each
2.3(3)
Letter dated May 12, 2008 from The Bank of New York Mellon as Depository to The Royal Bank of Scotland Group plc relating to the Prerelease of American Depository Receipts
2.4
Neither The Royal Bank of Scotland Group plc nor The Royal Bank of Scotland plc is party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of the Group’s total assets (on a consolidated basis) is authorized to be issued. Each of The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc hereby agrees to furnish to the Securities and Exchange Commission (the “Commission”), upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt of any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the Commission.
4.1(4)
Service agreement for Stephen Hester
4.2(4)
Service agreement amendment for Stephen Hester
4.3(5)
Service agreement for Bruce Van Saun
4.4(6)
Form of Deed of Indemnity for Directors
4.5(4)
Amendment Agreement dated August 2008, relating to the Consortium and Shareholders’ Agreement dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis N.V., Fortis SA/NV and, by accession, Fortis Nederland (Holding) N.V., and RFS Holdings B.V. (as supplemented and amended by a Supplemental Consortium and Shareholders’ Agreement dated 17 September 2007)
4.6(4)
Deed of Accession dated December 2008 among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis Bank Nederland (Holding) N.V., The State of the Netherlands and RFS Holdings B.V.
4.7(5)
Acquisition and contingent capital agreement dated 26 November 2009 among The Royal Bank of Scotland Group plc and The Commissioners of Her Majesty’s Treasury
4.8(5)(7)
State Aid Commitment Deed dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury and The Royal Bank of Scotland Group plc
4.9(5)(7)
State Aid Cost Reimbursement Deed dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury and The Royal Bank of Scotland Group plc
4.10(7)(8)
Agreement for the Sale and Purchase of RBS Aerospace Limited, RBS Aerospace (UK) Limited and RBS Australia Leasing Pty Limited dated January 16, 2012 among The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corporation
7.1
Explanation of ratio calculations
8.1
Principal subsidiaries of The Royal Bank of Scotland Group plc
12.1
CEO certification required by Rule 13a-14(a)
12.2
CFO certification required by Rule 13a-14(a)
13.1
Certification required by Rule 13a-14(b)
15.1
Consent of independent registered public accounting firm

Notes:

(1)
Previously filed and incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007)
(2)
Previously filed and incorporated by reference to the prospectus filed pursuant to Rule 424(b)(3) (filed on 7 June 2012) relating to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007)
(3)
Previously filed and incorporated by reference to Exhibit 2.3 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2007 (File No. 1-10306)
(4)
Previously filed and incorporated by reference to Exhibit 4.1, 4.2, 4.8 and 4.9, respectively, to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2008 (file No. 1-10306)
(5)
Previously filed and incorporated by reference to Exhibit 4.3, 4.19, 4.24 and 4.25, respectively, to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2009 (File No. 1-10306)
(6)
Previously filed and incorporated by reference to Exhibit 4.11 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2006 (file No. 1-10306) except that the sentence “PROVIDED THAT this Indemnity is given subject to the provisions of Section 309A Company Act 1985” has been replaced with “PROVIDED THAT this Indemnity is given subject to the provisions of Section 234 Company Act 2001”.
(7)
Confidential treatment has been requested. Confidential materials have been redacted and separately filed with the SEC.
(8)
Previously filed and incorporated by reference to Exhibit 4.32 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2011 (File No. 1-10306).
 
 
506

 

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.




The Royal Bank of Scotland Group plc
Registrant





/s/ Bruce Van Saun
Bruce Van Saun
Group Finance Director
March 27, 2013