TIDM61ZU

RNS Number : 6642H

Natwest Markets PLC

02 August 2019

Interim Results 2019

natwestmarkets.com

NatWest Markets Plc

Results for the half year ended 30 June 2019

The NatWest Markets Group (NWM Group) reported a profit for the period of GBP205 million in H1 2019 compared with GBP966 million in H1 2018, primarily reflecting lower income and the non-repeat of profit from discontinued operations, offset by lower litigation and conduct costs compared with H1 2018.

Highlights

Income, costs and legacy issues

 
--  Income was GBP506 million in H1 2019, compared with GBP553 million 
     income from continued operations in H1 2018. Customer activity remained 
     robust in difficult market conditions but the business was impacted 
     by higher funding costs associated with becoming a standalone non-ring 
     fenced bank. 
--  Operating expenses of GBP411 million were down compared with GBP1,375 
     million in H1 2018, largely reflecting the non-repeat of the RMBS 
     settlement in H1 2018. Excluding litigation and conduct costs and 
     strategic costs, operating expenses reduced in H1 2019 relative to 
     H1 2018, due to the benefit of certain one-off cost recoveries in 
     Central items & other. 
--  NatWest Markets Plc (NWM Plc or 'the Bank'), together with its parent 
     company the Royal Bank of Scotland Group plc (RBSG), reached settlements 
     totalling EUR275 million in connection with the European Commission 
     (EC) and certain other related investigations into competition law 
     breaches concerning foreign exchange (FX) trading. The aggregate 
     amount is fully covered by existing provisions in NWM Plc and is 
     due to be paid in Q3 2019. 
Balance sheet, capital and RWAs 
--  The NWM Group's total assets and liabilities increased by GBP32.5 
     billion and GBP33.0 billion to GBP280.4 billion and GBP271.8 billion 
     respectively at H1 2019, compared with 31 December 2018. The increases 
     primarily reflect client flow activity as well as derivative fair 
     values, driven by downward shifts in interest rate yields and weakening 
     of sterling against major currencies. 
--  Issued GBP3.6 billion of term senior unsecured debt securities in 
     benchmark deals during H1 2019, including $1.3 billion 3.5 year fixed 
     and floating rate notes issued as part of the newly-established US 
     MTN programme, EUR1.0 billion 5 year fixed rate notes and EUR1.25 
     billion 2 year floating rate notes. H1 2019 issuance activity substantially 
     covers the GBP3-5 billion yearly funding target. 
--  On 16 June 2019, NWM Plc acquired the RBS Group's 4.1% economic interest 
     in the newly merged Saudi British Bank (SABB) from NatWest Markets 
     N.V. (NWM N.V.) for GBP0.7 billion, to be carried at fair value through 
     other comprehensive income and an associated settlement liability 
     of GBP0.1 billion. 
--  On 28 June 2019, NWM Plc paid an interim ordinary dividend to its 
     parent company, RBSG, of GBP400 million with the total dividend paid 
     in H1 2019 amounting to GBP500 million. 
--  Total NWM Plc RWAs were down to GBP38.7 billion at 30 June 2019 from 
     GBP40.8 billion at 31 December 2018 due to reduced market risk and 
     operational risk RWAs. These reductions were partially offset by 
     an increase in credit risk RWAs following the acquisition of the 
     SABB shareholding. CRR leverage exposure was up from GBP148.5 billion 
     to GBP157.0 billion at 30 June 2019, primarily reflecting an increase 
     in trading assets and settlement balances at H1 2019 compared with 
     year end 2018. 
--  NWM Plc Common Equity Tier 1 (CET1) ratio decreased from 15.6% at 
     31 December 2018 to 15.2% at 30 June 2019, reflecting dividends paid 
     and other reserve movements in the period, offset by the reductions 
     in RWAs. NWM Plc CRR leverage ratio decreased 60 basis points to 
     4.4% at 30 June 2019 (31 December 2018 - 5.0%). 
--  The total regulatory capital and CRR-compliant MREL for NWM Plc at 
     30 June 2019 was GBP13.8 billion, or 35.7% of RWAs. 
 

NatWest Markets N.V.

 
--  NWM N.V., the RBS Group's banking entity in the Netherlands, is expected 
     to become a subsidiary of NWM Plc in H2 2019, subject to regulatory 
     approval. 
--  NWM N.V. began transacting new business on 25 March 2019 as part 
     of preparations to ensure continuity of service to European Economic 
     Area (EEA) customers when the United Kingdom leaves the European 
     Union. 
--  As part of the commencement of new business, GBP5.3 billion of assets 
     and GBP5.7 billion of liabilities were transferred from NWM Plc to 
     NWM N.V. over the weekend of 23/24 March 2019. Further transfers 
     of GBP1.2 billion of assets and GBP1.5 billion of liabilities were 
     undertaken in Q2 2019. 
--  On 16 June 2019, the merger of Alawwal bank and SABB was completed. 
     The RBS Group's economic interest in the merged entity, amounting 
     to 4.1%, was acquired by NWM Plc from NWM N.V.. 
 

Outlook (1)

Despite the near-term challenges faced by the business, particularly in relation to the ongoing impact of Brexit uncertainty and other macroeconomic factors, we retain the target 2020 capital and balance sheet metrics as provided in the NatWest Markets 2018 Annual Report and Accounts.

Note:

 
 (1)   The targets, expectations and trends discussed in this section represent 
        management's current expectations and are subject to change, including 
        as a result of the factors described in the "Risk Factors" section 
        on pages 34 and 35 in this document and 124 to 133 of the NatWest 
        Markets 2018 Annual Report and Accounts. These statements constitute 
        forward-looking statements. Refer to Forward-looking statements 
        in this announcement. 
 

Financial review

NWM Group business review

The segmental analysis of key income statement lines is set out below.

 
                                         Half year ended 30        Half year ended 30 
                                              June 2019                 June 2018 
                                       =======================  ========================= 
                                                Central                  Central 
                                                  items                    items 
                                       NatWest        &         NatWest        & 
                                       Markets    other  Total  Markets    other    Total 
Income statement                          GBPm     GBPm   GBPm     GBPm     GBPm     GBPm 
=====================================  =======  =======  =====  =======  =======  ======= 
Net interest income                      (116)        9  (107)       74    (140)     (66) 
Non-interest income                        573       40    613      612        7      619 
=====================================  =======  =======  =====  =======  =======  ======= 
Total income                               457       49    506      686    (133)      553 
=====================================  =======  =======  =====  =======  =======  ======= 
Strategic costs                           (45)        -   (45)     (24)        -     (24) 
Litigation and conduct costs                 4       12     16      (9)    (782)    (791) 
Other operating expenses                 (548)      166  (382)    (553)      (7)    (560) 
=====================================  =======  =======  =====  =======  =======  ======= 
Operating expenses                       (589)      178  (411)    (586)    (789)  (1,375) 
=====================================  =======  =======  =====  =======  =======  ======= 
Operating (loss)/profit before 
 impairments                             (132)      227     95      100    (922)    (822) 
Impairment releases/(losses)                34        2     36      (1)        -      (1) 
=====================================  =======  =======  =====  =======  =======  ======= 
Operating (loss)/profit before 
 tax                                      (98)      229    131       99    (922)    (823) 
Tax credit                                                  74                         17 
=====================================  =======  =======  =====  =======  =======  ======= 
Profit/(loss) from continuing 
 operations                                                205                      (806) 
Profit from discontinued operations, 
 net of tax                                                  -                      1,772 
=====================================  =======  =======  =====  =======  =======  ======= 
Profit for the period                                      205                        966 
=====================================  =======  =======  =====  =======  =======  ======= 
Income 
=====================================  =======  =======  =====  =======  =======  ======= 
Rates                                      326        -    326      427        -      427 
Currencies                                 225        -    225      199        -      199 
Financing                                  197        -    197      211        -      211 
Revenue share paid to other 
 RBSG segments                           (101)        -  (101)    (107)        -    (107) 
=====================================  =======  =======  =====  =======  =======  ======= 
Core income excluding OCA                  647        -    647      730        -      730 
Legacy                                   (143)        -  (143)     (83)        -     (83) 
Own credit adjustments (OCA)              (47)        -   (47)       39        -       39 
Other                                        -       49     49        -    (133)    (133) 
=====================================  =======  =======  =====  =======  =======  ======= 
Total income                               457       49    506      686    (133)      553 
=====================================  =======  =======  =====  =======  =======  ======= 
 
 
--  Operating profit before tax was GBP131 million compared with a loss 
     of GBP823 million from continuing operations in H1 2018. Total income 
     of GBP506 million was GBP47 million lower compared with H1 2018. 
     Customer activity remained robust in difficult market conditions 
     but the business was impacted by higher funding costs associated 
     with becoming a standalone non ring-fenced bank. Operating expenses 
     reduced by GBP964 million to GBP411 million in H1 2019, primarily 
     due to the non-repeat of litigation and conduct costs in H1 2018. 
--  Net interest income was a net expense of GBP107 million compared 
     with a net expense of GBP66 million in H1 2018, principally driven 
     by higher funding costs which include interest expenses on increased 
     levels of external debt issuance and internal MREL when compared 
     to the prior period. Net interest expenses are largely reflected 
     in the NatWest Markets segment in H1 2019, compared with the prior 
     period which had the majority of these expenses within Central items 
     & other. 
--  Non-interest income decreased by GBP6 million to GBP613 million compared 
     with GBP619 million in H1 2018. Within non-interest income, income 
     from trading activities reduced to GBP543 million in H1 2019 compared 
     with GBP663 million in the prior period reflecting the uncertain 
     market conditions. This was offset by other operating income of GBP74 
     million in H1 2019, compared with a loss of GBP82 million in H1 2018, 
     which included certain non-repeat disposal activity. 
--  Operating expenses of GBP411 million were GBP964 million lower than 
     in H1 2018, principally due to litigation and conduct costs which 
     included the GBP1,040 million charge relating to the RMBS settlement 
     with the US Department of Justice (DoJ), offset by indemnity recoveries, 
     in the prior period. Strategic costs were GBP45 million in H1 2019 
     (H1 2018 - GBP24 million), with the increase primarily staff-related. 
     Other operating expenses decreased to GBP382 million from GBP560 
     million in H1 2018, largely due to certain cost recoveries in Central 
     items & other in H1 2019. 
--  Impairment releases were GBP36 million compared with an impairment 
     loss of GBP1 million in H1 2018, largely due to an increase in expected 
     recoveries on IFRS 9 Stage 3 defaulted assets, as well as other credit 
     improvements. 
--  NatWest Markets operating loss before tax was GBP98 million compared 
     with an operating profit of GBP99 million in H1 2018, with the reduction 
     primarily due to total income, which was GBP229 million lower at 
     GBP457 million in H1 2019 when compared with the prior period. Core 
     income reduced by GBP83 million to GBP647 million, despite customer 
     activity remaining robust in difficult market conditions but was 
     impacted by higher funding costs. Revenue share of GBP101 million 
     represents approximately half of the Core income earned with customers 
     of NatWest Holdings and RBS International. Legacy losses increased 
     to GBP143 million in H1 2019 from GBP83 million in H1 2018, largely 
     attributable to the absorption of interest expenses previously within 
     Central items & other. Total operating expenses increased moderately 
     to GBP589 million in H1 2019, as a GBP5 million reduction in other 
     operating expenses to GBP548 million, was offset by strategic costs 
     which were GBP21 million higher in H1 2019 than the corresponding 
     period. Own credit adjustments were a GBP47 million loss in H1 2019, 
     compared with gain of GBP39 million in H1 2018, due to the tightening 
     of spreads. 
--  Central items & other operating profit was GBP229 million compared 
     with a loss of GBP922 million in H1 2018, largely as a result of 
     the non-repeat of significant litigation and conduct costs in H1 
     2018, one-off cost recoveries and net interest expenses being reflected 
     within the NatWest Markets segment in H1 2019. 
 

Financial review

NWM Group business review

The table below sets out the performance key metrics and ratios.

 
 
                                         30 June  31 December 
Performance key metrics and ratios (1)      2019         2018 
=======================================  =======  =========== 
Liquidity coverage ratio (LCR) (%) (2)       205          457 
Liquidity portfolio (GBPbn)                 20.2         17.2 
Total wholesale funding (GBPbn) (3)         23.3         19.8 
Total funding including repo (GBPbn)        93.5         80.0 
 
Common Equity Tier (CET1) ratio (%)         15.2         15.6 
CRR leverage ratio (%)                       4.4          5.0 
Risk-weighted assets (RWAs) (GBPbn)         38.7         40.8 
Total Capital ratio (%)                     22.3         21.5 
Total CRR-compliant MREL (GBPbn)            13.8         13.9 
Total MREL ratio (%)                        35.7         34.0 
=======================================  =======  =========== 
 

Notes:

 
 (1)   Capital resources and RWAs are based on the PRA transitional arrangements 
        for NWM Plc. Regulatory capital is monitored and reported at solo 
        legal entity level for significant subsidiaries of the RBS Group. 
        Leverage is based on the CRR end-point minimum requirement. 
 (2)   This metric has been presented for the NWM Plc solo legal entity 
        as managed internally. The LCR decreased to 205% at 30 June 2019 
        from 457% at 31 December 2018 as a result of an increase in liquidity 
        outflows, which were seasonally low at the prior year end. This 
        was offset partially by an increase in the liquidity portfolio due 
        to the proceeds of debt issuance in the period. 
 (3)   Excluding derivative collateral and intra-RBS Group balances. 
 

The segmental analysis of key balance sheet lines is set out below.

 
                          30 June 2019           31 December 2018 
                     =======================  ======================= 
                              Central                  Central 
                     NatWest    items         NatWest    items 
                     Markets  & other  Total  Markets  & other  Total 
Balance sheet          GBPbn    GBPbn  GBPbn    GBPbn    GBPbn  GBPbn 
===================  =======  =======  =====  =======  =======  ===== 
Funded assets          132.0      0.6  132.6    111.2      2.4  113.6 
  of which: Core       128.3      0.6  128.9    107.1      2.4  109.5 
  of which: Legacy       3.7        -    3.7      4.1        -    4.1 
Derivative assets      147.8        -  147.8    133.9      0.4  134.3 
===================  =======  =======  =====  =======  =======  ===== 
Total assets           279.8      0.6  280.4    245.1      2.8  247.9 
===================  =======  =======  =====  =======  =======  ===== 
 
 
--  Total assets and liabilities increased by GBP32.5 billion and 33.0 
     billion to GBP280.4 billion and GBP271.8 billion respectively at 
     30 June 2019, compared with GBP247.9 billion and GBP238.8 billion 
     at 31 December 2018. Funded assets, which exclude derivatives, increased 
     by GBP19.0 billion to GBP132.6 billion. 
--  Cash and balances at central banks increased by GBP1.8 billion to 
     GBP12.9 billion, compared with GBP11.2 billion at 31 December 2018, 
     reflecting proceeds of issuance in the first half of the year. 
--  Trading assets, which primarily includes securities and reverse repurchase 
     agreements relating to client-led activity, as well as derivative 
     collateral, increased by GBP7.8 billion to GBP82.8 billion at 30 
     June 2019, driven by increased levels of customer flow relative to 
     31 December 2018. Trading liabilities, comprising mainly of short 
     positions, repurchase agreements and derivative collateral, increased 
     by GBP11.0 billion to GBP83.3 billion at 30 June 2019. 
--  Derivative assets and derivative liabilities were up GBP13.6 billion 
     to GBP147.8 billion and GBP14.5 billion to GBP144.4 billion respectively. 
     The movements in mark-to-market were driven by a downward shift in 
     interest rate yields, together with sterling having weakened against 
     major currencies since year end 2018. 
--  Settlement balance assets and liabilities were up GBP4.4 billion 
     and GBP3.8 billion to GBP7.1 billion and GBP6.8 billion respectively, 
     reflecting increased trading compared with the low levels of client 
     activity leading up to 31 December 2018. 
--  Other financial assets, which includes non-trading government debt 
     securities of GBP6.5 billion, increased to GBP13.0 billion. Other 
     financial liabilities increased to GBP18.6 billion (31 December 2018 
     - GBP16.3 billion) due to benchmark issuance activity in the period 
     with significant transactions including the dual-tranche $1.3 billion 
     3.5 year fixed and floating rate notes and the EUR1.0 billion 5 year 
     fixed and EUR1.25 billion 2 year floating rate issuances. These increases 
     were offset by maturities. 
--  Amounts due from and to the holding company and fellow subsidiaries, 
     increased to GBP5.7 billion and GBP11.0 billion respectively, largely 
     as a result of risk transfers and funding balances with NWM N.V. 
     following the recommencement of client business in the NWM N.V. entity 
     during H1 2019. 
--  Owners' equity decreased by GBP0.4 billion to GBP8.7 billion, primarily 
     due to dividends paid to RBSG and other reserves movements during 
     H1 2019. 
 

Financial review

Balance sheet profile as at 30 June 2019

NWM Group balance sheet profile is summarised as follows:

 
Assets                             GBPbn  GBPbn  Liabilities 
=================================  =====  =====  ================================= 
Cash and balances at central 
 banks                              12.9      - 
Trading assets                      82.8   83.3  Trading liabilities 
=================================  =====  =====  ================================= 
Securities                          33.3   25.0  Short positions 
Reverse repos (1)                   27.4   32.0  Repos (2) 
Derivative collateral (3)           20.5   22.6  Derivative collateral (4) 
Other trading assets                 1.6    3.7  Other trading liabilities 
=================================  =====  =====  ================================= 
Loans - amortised cost               9.9    5.9  Deposits - amortised cost 
Settlement balances                  7.2    6.8  Settlement balances 
Amounts due from holding company                 Amounts due to holding company 
 and fellow subsidiaries             5.7   11.0   and fellow subsidiaries 
Other financial assets              13.0   18.6  Other financial liabilities 
Other assets                         1.1    1.8  Other liabilities 
=================================  =====  =====  ================================= 
Funded assets                      132.6  127.4  Liabilities excluding derivatives 
Derivatives assets                 147.8  144.4  Derivative liabilities 
=================================  =====  =====  ================================= 
Total assets                       280.4  271.8  Total liabilities 
 
                                                 of which: wholesale funding 
                                           23.3   (5) 
                                                 of which: short-term wholesale 
                                           10.6   funding (5) 
 
Net derivative assets                4.6    3.6  Net derivative liabilities 
=================================  =====  =====  ================================= 
 
 

Notes:

 
 (1)   Comprises bank reverse repos of GBP6.9 billion and customer reverse 
        repos of GBP20.5 billion. 
 (2)   Comprises bank repos of GBP6.0 billion and customer repos of GBP26.0 
        billion. 
 (3)   Comprises derivative collateral relating to banks of GBP7.8 billion 
        and customers of GBP12.7 billion. 
 (4)   Comprises derivative collateral relating to banks of GBP13.1 billion 
        and customers of GBP9.5 billion. 
 (5)   Excludes derivative collateral and intra-RBS Group balances, including 
        resolution-eligible instruments and subordinated liabilities issued 
        to RBSG. 
 (6)   Based on the current legal entity structure of the NWM Group as 
        at 30 June 2019, which excludes NatWest Markets N.V.. 
 

Simplifying and de-risking

The table below presents a summary of NWM Group's balance sheet exposure as at 30 June 2019. The legacy positions consist predominantly of the residual exposures which were reported within Capital Resolution until its closure after Q3 2017. These exposures are primarily derivatives or loan agreements that are either being sold or run down over time.

 
                                               30 June 2019     31 December 2018 
                                             ================  ================== 
                                                    of which:           of which: 
                                             Total     Legacy   Total      Legacy 
                                             GBPbn      GBPbn   GBPbn       GBPbn 
===========================================  =====  =========  ======  ========== 
 
RWAs                                          38.7        4.9    40.8         6.4 
Total net credit exposures (banking book 
 and counterparty credit)                     43.0        5.6    39.3         5.9 
 of which: net non-investment grade credit 
  exposures                                    2.7        1.3     1.8         1.1 
 of which: IFRS 9 Stage 3 exposures            0.7        0.7     0.7         0.7 
 and: IFRS 9 Stage 3 expected credit loss 
  (ECL)                                        0.1        0.1     0.1         0.1 
===========================================  =====  =========  ======  ========== 
 

Capital and risk management

Capital and leverage ratios

Capital resources, RWAs and leverage based on the PRA transitional arrangements for NWM Plc are set out below. Regulatory capital is monitored and reported at legal entity level for significant subsidiaries of the RBS Group.

 
                               30 June  31 December 
                                  2019         2018 
Capital adequacy ratios              %% 
=============================  ======= ========== 
CET1 (1)                          15.2         15.6 
Tier 1                            17.7         18.0 
Total                             22.3         21.5 
=============================  =======  =========== 
 
Capital                           GBPm         GBPm 
=============================  =======  =========== 
CET1                             5,870        6,369 
Tier 1                           6,848        7,352 
Total                            8,655        8,757 
=============================  =======  =========== 
 
Risk-weighted assets 
=============================  =======  =========== 
Credit risk                     10,074        9,234 
Counterparty credit risk        13,229       13,285 
Market risk                     12,386       14,106 
Operational risk                 3,039        4,152 
=============================  =======  =========== 
Total RWAs                      38,728       40,777 
=============================  =======  =========== 
 
Leverage (2,3) 
=============================  =======  =========== 
CRR leverage exposure (GBPm)   156,996      148,502 
Tier 1 capital (GBPm)            6,848        7,352 
CRR leverage ratio (%)             4.4          5.0 
=============================  =======  =========== 
 

Notes:

(1) Includes the impact of dividends paid in the period of GBP0.5 billion (31 December 2018 - GBP2.6 billion).

(2) Leverage exposure is broadly aligned to the accounting value of on and off-balance sheet exposures albeit subject to specific adjustments for derivatives, securities financing positions and off-balance sheet exposures.

(3) CRR end-point for UK banks set by the PRA is 10.5% minimum total capital ratio, with a minimum CET1 ratio of 7.0%.

-- NWM Plc Common Equity Tier 1 (CET1) ratio decreased from 15.6% at 31 December 2018 to 15.2% at 30 June 2019, reflecting dividends paid and other net movements in reserves in the period offset by the reductions in RWAs. NWM Plc CRR leverage ratio decreased 60 basis points to 4.4% at 30 June 2019 (31 December 2018 - 5.0%).

-- RWAs were down to GBP38.7 billion at 30 June 2019 from GBP40.8 billion at 31 December 2018 due to reduced market risk RWAs following a lowering of the capital multiplier and transfers to NWM N.V.. Operational risk RWAs reduced following the annual recalculation. These reductions were partially offset by an increase in credit risk RWAs following the acquisition of the SABB shareholding from NWM N.V..

-- CRR leverage exposure increased from GBP148.5 billion to GBP157.0 billion at 30 June 2019, primarily reflecting increased trading assets and settlement balances relative to year end 2018.

Capital and risk management

Capital resources (Within the scope of EY's review report)

Under Capital Requirements Regulation (CRR), regulators within the European Union monitor capital on a legal entity basis, with local transitional arrangements on the phasing in of end-point CRR. The capital resources based on the PRA transitional basis for NWM Plc are set out below.

 
                                                                 30 June  31 December 
                                                                    2019         2018 
Shareholders' equity (excluding non-controlling interests)          GBPm         GBPm 
===============================================================  =======  =========== 
Shareholders' equity                                               8,373        8,922 
Other equity instruments                                           (749)        (749) 
===============================================================  =======  =========== 
                                                                   7,624        8,173 
 
Regulatory adjustments and deductions 
===============================================================  =======  =========== 
Own credit                                                         (134)        (223) 
Defined benefit pension fund adjustment                            (197)        (197) 
Cash flow hedging reserve                                          (156)        (114) 
Prudential valuation adjustments                                   (363)        (450) 
Expected losses less impairments                                   (312)        (351) 
Instruments of financial sector entities where the institution 
 has a significant and non-significant investment                  (592)        (445) 
Other regulatory adjustments                                           -         (24) 
===============================================================  =======  =========== 
                                                                 (1,754)      (1,804) 
 
CET1 capital                                                       5,870        6,369 
===============================================================  =======  =========== 
 
Additional Tier 1 (AT1) capital 
===============================================================  =======  =========== 
Qualifying instruments and related share premium                     749          749 
Qualifying instruments and related share premium subject 
 to phase out                                                        236          234 
===============================================================  =======  =========== 
                                                                     985          983 
 
Tier 1 deductions 
===============================================================  =======  =========== 
Instruments of financial sector entities where the institution 
 has a non-significant investment                                    (7)            - 
===============================================================  =======  =========== 
                                                                     (7)            - 
 
Tier 1 capital                                                     6,848        7,352 
===============================================================  =======  =========== 
 
Qualifying Tier 2 capital 
===============================================================  =======  =========== 
Qualifying instruments and related share premium                   2,169        2,098 
===============================================================  =======  =========== 
 
Tier 2 deductions 
===============================================================  =======  =========== 
Instruments of financial sector entities where the institution 
 has a significant and non-significant investment                  (362)        (693) 
===============================================================  =======  =========== 
 
Tier 2 capital                                                     1,807        1,405 
===============================================================  =======  =========== 
 
Total regulatory capital                                           8,655        8,757 
===============================================================  =======  =========== 
 

Note:

(1) CRR as implemented by the Prudential Regulation Authority in the UK, with effect from 1 January 2014. The capital resources are on an end-point basis for the significant investment in financial institutions capital deduction at 30 June 2019 compared with capital deduction of 90% capital deduction and 10% RWAs at 31 December 2018. There continues to be CRR transition applied to grandfathered capital.

Capital and risk management

Leverage exposure

The table below shows the leverage exposure based on the CRR Delegated Act.

 
                                                30 June  31 December 
                                                   2019         2018 
Leverage                                           GBPm         GBPm 
============================================  =========  =========== 
Cash and balances at central banks               12,874       11,095 
Trading assets                                   64,784       61,990 
Derivatives                                     147,840      134,291 
Other financial assets                           33,541       16,588 
Other assets                                      8,339       18,077 
============================================  =========  =========== 
Total assets                                    267,378      242,041 
Derivatives 
 - netting and variation margin               (158,533)    (140,796) 
 - potential future exposures                    43,653       41,663 
Securities financing transactions gross up        1,200        1,800 
Undrawn commitments                               6,757        7,306 
Regulatory deductions and other adjustments     (1,626)      (1,557) 
Exclusion of core UK-group exposures            (1,833)      (1,955) 
============================================  =========  =========== 
Leverage exposure                               156,996      148,502 
============================================  =========  =========== 
 

Liquidity portfolio (Within the scope of EY's review report)

The table below shows the liquidity portfolio by product, liquidity value and carrying value. Liquidity value is lower than carrying value as it is stated after discounts (or haircuts) applied to security instruments.

 
                                                          30 June  31 December 
                                                             2019         2018 
                                                             GBPm         GBPm 
=================================  ======  ======  =====  =======  =========== 
Cash and balances at central banks                         12,783       11,005 
Central and local government bonds 
========================================================  =======  =========== 
 AAA rated governments                                      1,532          615 
 AA- to AA+ rated governments and US agencies               4,260        5,256 
 Below AA rated governments                                 1,274            - 
========================================================  =======  =========== 
Primary liquidity                                          19,849       16,876 
Secondary liquidity (1)                                       344          344 
========================================================  =======  =========== 
Total liquidity value                                      20,193       17,220 
========================================================  =======  =========== 
 
Total carrying value                                       20,408       17,388 
========================================================  =======  =========== 
 
The table below shows the liquidity value of 
 the liquidity portfolio by currency. 
 
                                      GBP     USD    EUR    Other        Total 
Total liquidity portfolio            GBPm    GBPm   GBPm     GBPm         GBPm 
=================================  ======  ======  =====  =======  =========== 
30 June 2019                        7,030   3,459  8,430    1,274       20,193 
31 December 2018                    3,832   2,950  8,881    1,557       17,220 
=================================  ======  ======  =====  =======  =========== 
 

Note:

   (1)   Comprises assets eligible for discounting at the Bank of England and other central banks. 

Capital and risk management

 
Funding sources (Within the scope of EY's review report) 
 
The table below shows NWM Group's carrying values of the principal funding 
 sources based on contractual maturity. Balance sheet captions include 
 balances held at all classifications under IFRS 9. 
 
 
                                         30 June 2019                                 31 December 2018 
                         =============================================  ============================================ 
                                                       Amounts                                       Amounts 
                                                           due                                           due 
                                                    to holding                                    to holding 
                          Short    Long                                  Short    Long 
                           term    term   Total        company            term    term   Total       company 
                           less    more                                   less    more 
                           than    than   third     and fellow            than    than   third    and fellow 
                                                  subsidiaries                                  subsidiaries 
                         1 year  1 year   party            (1)   Total  1 year  1 year   party           (1)   Total 
By product                 GBPm    GBPm    GBPm           GBPm    GBPm    GBPm    GBPm    GBPm          GBPm    GBPm 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
Bank deposits 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
 Derivative cash 
  collateral             13,075       -  13,075              -  13,075  11,005       -  11,005             -  11,005 
 Other deposits (2)       1,712   1,488   3,200          3,249   6,449   2,587       6   2,593         2,542   5,135 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
                         14,787   1,488  16,275          3,249  19,524  13,592       6  13,598         2,542  16,140 
Debt securities in 
 issue 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
 Certificates of 
  deposit 
  (CDs)                   1,062       6   1,068              -   1,068   1,006       -   1,006             -   1,006 
 Commercial paper         1,110       -   1,110              -   1,110   1,820       -   1,820             -   1,820 
 Medium-term notes 
  (MTNs)                  6,699  10,581  17,280              -  17,280   3,598  10,099  13,697             -  13,697 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
                          8,871  10,587  19,458              -  19,458   6,424  10,099  16,523             -  16,523 
Subordinated 
 liabilities                  -     626     626          2,094   2,720       -     658     658         1,962   2,620 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
Total notes in issue      8,871  11,213  20,084          2,094  22,178   6,424  10,757  17,181         1,962  19,143 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
Wholesale funding        23,658  12,701  36,359          5,343  41,702  20,016  10,763  30,779         4,504  35,283 
Customer deposits 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
 Derivative cash 
  collateral              9,535       -   9,535              -   9,535   9,124       -   9,124             -   9,124 
 Other deposits (3,4)     3,264     746   4,010          5,459   9,469   3,627     471   4,098         5,398   9,496 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
Total customer deposits  12,799     746  13,545          5,459  19,004  12,751     471  13,222         5,398  18,620 
Total funding excluding 
 repos                   36,457  13,447  49,904         10,802  60,706  32,767  11,234  44,001         9,902  53,903 
Total repos 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
 Central and other 
  banks                   6,423     424   6,847              -   6,847   5,421       -   5,421             -   5,421 
 Other financial 
  institutions           24,222       -  24,222              -  24,222  20,083       -  20,083             -  20,083 
 Other corporate          1,749       -   1,749              -   1,749     565       -     565             -     565 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
                         32,394     424  32,818              -  32,818  26,069       -  26,069             -  26,069 
Total funding            68,851  13,871  82,722         10,802  93,524  58,836  11,234  70,070         9,902  79,972 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
 
Of which: available 
 in resolution (5)            -     626     626          7,237   7,863       -     658     658         7,084   7,742 
=======================  ======  ======  ======  =============  ======  ======  ======  ======  ============  ====== 
 

Notes:

(1) Amounts due to holding company and fellow subsidiaries which relate to non-financial instruments of GBP239 million (31 December 2018 - GBP259 million) have been excluded from the table.

(2) Includes GBP478 million (31 December 2018 - GBP268 million) of HFT deposits included in trading liabilities on the balance sheet.

(3) Includes GBP1,719 million (31 December 2018 - GBP1,518 million) of HFT deposits included in trading liabilities on the balance sheet.

(4) Total bank regulatory capital and CRR-compliant MREL was GBP13.8 billion (31 December 2018 - GBP13.9 billion). Of the GBP5,459 million internal customer deposits (31 December 2018 - GBP5,398 million), the CRR-compliant MREL component totalled GBP5,143 million (31 December 2018 - GBP5,125 million) and was executed in the form of a loan from RBSG.

(5) Eligible liabilities (as defined in the Banking Act 2009 as amended from time to time) that meet the eligibility criteria set out in the regulations, rules, policies, guidelines, or statements of the Bank of England including the Statement of Policy published by the Bank of England in June 2018. All available in resolution instruments for June 2019, including external subordinated liabilities, internal subordinated liabilities and senior internal MREL issued to RBSG, have a final contractual maturity of greater than one year.

Key points

-- During H1 2019, the NWM Group accessed new markets (SEK and JPY) via its EMTN and established a 144A MTN programme for US investors.

-- Of the GBP3-5 billion target for 2019, GBP3.7 billion has been issued across both programmes in private placement and benchmark formats during H1.

-- Depending on market conditions in H2 2019, the NWM Group will look to further diversify the investor base and build out new markets and issuance programmes, and may explore pre-funding 2020 maturities.

-- The NWM Group also maintains a portfolio of bi-lateral borrowing in different formats, including unsecured loans and notes or loans secured primarily by banking book collateral.

Capital and risk management

Notes issued - residual maturity by profile note type (Within the scope of EY's review report)

 
The table below shows NWM Group's debt securities in issue and subordinated 
 liabilities by residual maturity. 
 
 
                             Debt securities in issue 
                           ============================ 
                            Commercial 
                                 paper                   Subordinated  Total notes  Total notes 
                               and CDs     MTNs   Total   liabilities     in issue     in issue 
30 June 2019                      GBPm     GBPm    GBPm          GBPm         GBPm            % 
=========================  ===========  =======  ======  ============  ===========  =========== 
Less than 1 year                 2,172    6,699   8,871             -        8,871           40 
1-3 years                            3    5,992   5,995           356        6,351           29 
3-5 years                            3    3,234   3,237           149        3,386           15 
More than 5 years                    -    1,355   1,355           121        1,476            7 
=========================  ===========  =======  ======  ============  ===========  =========== 
Subtotal                         2,178   17,280  19,458           626       20,084           91 
Amounts due to holding 
 company 
 and fellow subsidiaries             -        -       -         2,094        2,094            9 
=========================  ===========  =======  ======  ============  ===========  =========== 
Total                            2,178   17,280  19,458         2,720       22,178          100 
=========================  ===========  =======  ======  ============  ===========  =========== 
 
31 December 2018 
=========================  ===========  =======  ======  ============  ===========  =========== 
Less than 1 year                 2,826    3,598   6,424             -        6,424           34 
1-3 years                            -    6,768   6,768            98        6,866           36 
3-5 years                            -    2,025   2,025           425        2,450           13 
More than 5 years                    -    1,306   1,306           135        1,441            7 
=========================  ===========  =======  ======  ============  ===========  =========== 
Subtotal                         2,826   13,697  16,523           658       17,181           90 
Amounts due to holding 
 company 
 and fellow subsidiaries             -        -       -         1,962        1,962           10 
=========================  ===========  =======  ======  ============  ===========  =========== 
Total                            2,826   13,697  16,523         2,620       19,143          100 
=========================  ===========  =======  ======  ============  ===========  =========== 
 
 
Credit risk - Trading activities 
 Asset quality (Within the scope of EY's 
 review report) 
 
The table below shows the current and potential exposure by high level 
 asset class and asset quality. It represents total credit risk for assets 
 held in the banking book in addition to counterparty credit risk for 
 traded products. 
              Cash &                                   Collateralised  Uncollateralised 
            balances   Sovereign    Loans       Other 
                  at        debt  & other        debt       rate risk         rate risk   Repo &  Off-balance 
             central                                                                     reverse        sheet 
               banks  securities  lending  securities      management        management     repo        items  Leasing   Total 
30 June 
2019            GBPm        GBPm     GBPm        GBPm            GBPm              GBPm     GBPm         GBPm     GBPm    GBPm 
==========  ========  ==========  =======  ==========  ==============  ================  =======  ===========  =======  ====== 
AQ1-AQ4       12,939       6,420    8,852       3,513           3,752             2,370    1,303          309      143  39,601 
AQ5-AQ8            -           -    1,102          79             576               738      217           53        1   2,766 
AQ9                -           -       22           2               2                 -        -            1        -      27 
AQ10               -           -      616           6               -                 7        -            4        4     637 
==========  ========  ==========  =======  ==========  ==============  ================  =======  ===========  =======  ====== 
Current 
 exposure     12,939       6,420   10,592       3,600           4,330             3,115    1,520          367      148  43,031 
Potential 
 exposure     12,939       6,420   19,192       3,600          14,953             6,566    2,543        1,966      148  68,327 
==========  ========  ==========  =======  ==========  ==============  ================  =======  ===========  =======  ====== 
 
31 December 2018 
====================  ==========  =======  ==========  ==============  ================  =======  ===========  =======  ====== 
AQ1-AQ4       11,230       6,964    7,773       2,191           3,976             2,356    1,630          380      144  36,644 
AQ5-AQ8            -           -      896           4             354               536      157           59        -   2,006 
AQ9                -           -       23           3               2                 -        -            -        -      28 
AQ10               -           -      602           6               -                23        -            5        5     641 
==========  ========  ==========  =======  ==========  ==============  ================  =======  ===========  =======  ====== 
Current 
 exposure     11,230       6,964    9,294       2,204           4,332             2,915    1,787          444      149  39,319 
Potential 
 exposure     11,230       6,964   18,516       2,204          15,097             6,634    2,882        2,594      149  66,270 
==========  ========  ==========  =======  ==========  ==============  ================  =======  ===========  =======  ====== 
 
 

Key point

-- Measured against NWM Group's asset quality scale, 92% (31 December 2018 - 93%) of total current exposure was rated in the AQ1-AQ4 bands. When considered against external credit ratings, 94%, GBP40.3 billion (31 December 2018 - 95%, GBP37.5 billion) of current exposure was equivalent to an investment grade rating (BBB- or better).

Capital and risk management

 
Credit risk - Trading activities continued 
Securities financing transactions and collateral (Within the 
 scope of EY's review report) 
 

The table below shows securities funding transactions in the NWM Group. Balance sheet captions include balances held at all classifications under IFRS 9.

 
                                                Reverse repos                          Repos 
                                      =================================  ================================= 
                                                                Outside                            Outside 
                                                Of which:       netting            Of which:       netting 
                                                   can be                             can be 
                                         Total     offset  arrangements     Total     offset  arrangements 
30 June 2019                              GBPm       GBPm          GBPm      GBPm       GBPm          GBPm 
====================================  ========  =========  ============  ========  =========  ============ 
Gross                                   69,432     66,421         3,011    74,822     72,425         2,397 
IFRS offset                           (42,004)   (42,004)             -  (42,004)   (42,004)             - 
====================================  ========  =========  ============  ========  =========  ============ 
Carrying value                          27,428     24,417         3,011    32,818     30,421         2,397 
====================================  ========  =========  ============  ========  =========  ============ 
 
Master netting arrangements            (1,191)    (1,191)             -   (1,191)    (1,191)             - 
Securities collateral                 (23,109)   (23,109)             -  (29,230)   (29,230)             - 
====================================  ========  =========  ============  ========  =========  ============ 
Potential for offset not recognised 
 under IFRS                           (24,300)   (24,300)             -  (30,421)   (30,421)             - 
====================================  ========  =========  ============  ========  =========  ============ 
Net                                      3,128        117         3,011     2,397          -         2,397 
====================================  ========  =========  ============  ========  =========  ============ 
 
31 December 2018 
====================================  ========  =========  ============  ========  =========  ============ 
Gross                                   56,143     53,157         2,986    57,445     56,288         1,157 
IFRS offset                           (31,376)   (31,376)             -  (31,376)   (31,376)             - 
====================================  ========  =========  ============  ========  =========  ============ 
Carrying value                          24,767     21,781         2,986    26,069     24,912         1,157 
====================================  ========  =========  ============  ========  =========  ============ 
 
Master netting arrangements              (762)      (762)             -     (762)      (762)             - 
Securities collateral                 (21,009)   (21,009)             -  (24,150)   (24,150)             - 
====================================  ========  =========  ============  ========  =========  ============ 
Potential for offset not recognised 
 under IFRS                           (21,771)   (21,771)             -  (24,912)   (24,912)             - 
====================================  ========  =========  ============  ========  =========  ============ 
Net                                      2,996         10         2,986     1,157          -         1,157 
====================================  ========  =========  ============  ========  =========  ============ 
 
 

Key points

-- The increases in reverse repo and repo balances, on both a gross and carrying value basis at 30 June 2019 relative to the prior year, are largely due to higher client flow activity and trading volumes.

-- Reverse repo and repo transactions are primarily backed by highly-rated sovereign, supranational and government agency collateral.

Debt securities (Within the scope of EY's review report)

The table below shows debt securities held at mandatory fair value through profit or loss by issuer as well as ratings based on the lowest of Standard & Poor's, Moody's and Fitch.

 
                         Central and local government       Financial 
                       ================================ 
                              UK         US       Other  institutions  Corporate     Total 
30 June 2019                GBPm       GBPm        GBPm          GBPm       GBPm      GBPm 
=====================  =========  =========  ==========  ============  =========  ======== 
AAA                            -          -       3,152         1,928          4     5,084 
AA to AA+                  5,365      6,093       3,686           811         95    16,050 
A to AA-                       -          -       4,508           628         46     5,182 
BBB- to A-                     -          -       4,858           730        467     6,055 
Non-investment grade           -          -          88           464        294       846 
Unrated                        -          -           -           505        121       626 
=====================  =========  =========  ==========  ============  =========  ======== 
Total                      5,365      6,093      16,292         5,066      1,027    33,843 
=====================  =========  =========  ==========  ============  =========  ======== 
Short positions          (5,589)    (1,773)    (15,811)       (1,652)      (189)  (25,014) 
=====================  =========  =========  ==========  ============  =========  ======== 
 
31 December 2018 
=====================  =========  =========  ==========  ============  =========  ======== 
AAA                            -          -       2,093         1,459          7     3,559 
AA to AA+                  6,834      4,689       3,161           773        120    15,577 
A to AA-                       -          -       4,571           482         51     5,104 
BBB- to A-                     -          -       3,592           802        285     4,679 
Non-investment grade           -          -          81           832        237     1,150 
Unrated                        -          -           -           570          8       578 
=====================  =========  =========  ==========  ============  =========  ======== 
Total                      6,834      4,689      13,498         4,918        708    30,647 
=====================  =========  =========  ==========  ============  =========  ======== 
Short positions          (6,394)    (2,008)    (13,500)       (1,724)      (201)  (23,827) 
=====================  =========  =========  ==========  ============  =========  ======== 
 

Capital and risk management

 
Credit risk - Trading activities continued 
 

Derivatives (Within the scope of EY's review report)

The table below shows third party derivatives by type of contract. The master netting agreements and collateral shown do not result in a net presentation on the balance sheet under IFRS 9.

 
                                               30 June 2019                                 31 December 2018 
                        ==========================================================  ================================ 
                                     Notional 
                        ================================== 
                          GBP    USD   Euro  Other   Total     Assets  Liabilities  Notional     Assets  Liabilities 
                        GBPbn  GBPbn  GBPbn  GBPbn   GBPbn       GBPm         GBPm     GBPbn       GBPm         GBPm 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Gross exposure                                                147,528      142,817              135,133      131,173 
IFRS offset                                                   (3,983)      (4,211)              (2,072)      (2,438) 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Carrying value          2,796  6,253  5,110  1,928  16,087    143,545      138,606    13,686    133,061      128,735 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Of which: 
Interest rate (1) 
 Interest rate swaps                                           90,052       86,278               81,622       73,933 
 Options purchased                                             17,865            -               14,478            - 
 Options written                                                    -       15,554                    -       16,370 
 Futures and forwards                                              67           73                   73           68 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Total                   2,413  4,511  4,518    871  12,313    107,984      101,905    10,247     96,173       90,371 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Exchange rate 
 Spot, forwards and 
  futures                                                      19,034       19,773               17,897       18,605 
 Currency swaps                                                 9,947       10,055               11,283       11,978 
 Options purchased                                              6,306            -                7,319            - 
 Options written                                                    -        6,600                    -        7,558 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Total                     382  1,735    581  1,057   3,755     35,287       36,428     3,422     36,499       38,141 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Credit                      1      6     11      -      18        266          252        16        346          208 
Equity and commodity        -      1      -      -       1          8           21         1         43           15 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Carrying value                                      16,087    143,545      138,606    13,686    133,061      128,735 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
 
Counterparty 
 mark-to-market 
 netting                                                    (115,521)    (115,521)            (106,762)    (106,762) 
Cash collateral                                              (19,465)     (16,479)             (17,930)     (15,224) 
Securities collateral                                         (3,935)      (2,962)              (4,469)      (3,466) 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Net exposure                                                    4,624        3,644                3,900        3,283 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
 
Banks (2)                                                         247          885                  359          431 
Other financial 
 institutions 
 (3)                                                            1,189        1,041                  857        1,068 
Corporate (4)                                                   2,846        1,637                2,436        1,749 
Government (5)                                                    342           81                  248           35 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Net exposure                                                    4,624        3,644                3,900        3,283 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
 
UK                                                              2,457        1,014                1,867        1,246 
Europe                                                          1,047        2,300                1,117        1,366 
US                                                                833           55                  588          298 
RoW                                                               287          275                  328          373 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
Net exposure                                                    4,624        3,644                3,900        3,283 
======================  =====  =====  =====  =====  ======  =========  ===========  ========  =========  =========== 
 

Notes:

(1) The notional amount of interest rate derivatives include GBP7,541 billion (31 December 2018 - GBP5,679 billion) in respect of contracts cleared through central clearing counterparties.

(2) Transactions with certain counterparties with whom the NWM Group has netting arrangements but collateral is not posted on a daily basis; certain transactions with specific terms that may not fall within netting and collateral arrangements; derivative positions in certain jurisdictions for example China where the collateral agreements are not deemed to be legally enforceable.

(3) Transactions with securitisation vehicles and funds where collateral posting is contingent on NWM Group's external rating.

(4) Mainly large corporates with whom the NWM Group may have netting arrangements in place, but operational capability does not support collateral posting.

   (5)   Sovereigns and supranational entities with one-way collateral agreements in their favour. 

Financial statements

Condensed consolidated income statement for the half year ended 30 June 2019 (unaudited)

 
                                                     Half year ended 
                                                    ================= 
                                                     30 June  30 June 
                                                        2019     2018 
                                                        GBPm     GBPm 
==================================================  ========  ======= 
Interest receivable                                      278      118 
Interest payable                                       (385)    (184) 
==================================================  ========  ======= 
 
Net interest income                                    (107)     (66) 
==================================================  ========  ======= 
 
Fees and commissions receivable                          181      169 
Fees and commissions payable                           (185)    (131) 
Income from trading activities                           543      663 
Other operating income                                    74     (82) 
==================================================  ========  ======= 
 
Non-interest income                                      613      619 
==================================================  ========  ======= 
 
Total income                                             506      553 
Operating expenses                                     (411)  (1,375) 
==================================================  ========  ======= 
 
Profit/(loss) before impairment releases/(losses)         95    (822) 
Impairment releases/(losses)                              36      (1) 
==================================================  ========  ======= 
 
Operating profit/(loss) before tax                       131    (823) 
Tax credit                                                74       17 
==================================================  ========  ======= 
 
Profit/(loss) from continuing operations                 205    (806) 
Profit from discontinued operations, net of tax            -    1,772 
==================================================  ========  ======= 
 
Profit for the period                                    205      966 
==================================================  ========  ======= 
 
Attributable to: 
Ordinary shareholders                                    175      965 
Paid-in equity holders                                    30        - 
Non-controlling interests                                  -        1 
==================================================  ========  ======= 
                                                         205      966 
==================================================  ========  ======= 
 

Financial statements

Condensed consolidated statement of comprehensive income for the half year ended 30 June 2019 (unaudited)

 
                                                                  Half year ended 
                                                                 ================= 
                                                                  30 June  30 June 
                                                                     2019     2018 
                                                                     GBPm     GBPm 
===============================================================  ========  ======= 
Profit for the period                                                 205      966 
===============================================================  ========  ======= 
Items that do not qualify for reclassification 
Remeasurement of retirement benefit schemes 
 - contributions in preparation for ring-fencing (1)                    -  (2,000) 
(Loss)/profit on fair value of credit in financial liabilities 
 designated at fair value through 
 profit or loss due to own credit risk                               (39)       59 
Fair value through other comprehensive income (FVOCI) 
 financial assets                                                     (5)        3 
Tax                                                                    31      500 
===============================================================  ========  ======= 
                                                                     (13)  (1,438) 
===============================================================  ========  ======= 
Items that do qualify for reclassification 
Fair value through other comprehensive income (FVOCI) 
 financial assets                                                       5      202 
Cash flow hedges                                                       53    (549) 
Currency translation                                                   84     (18) 
Tax                                                                  (12)      104 
===============================================================  ========  ======= 
                                                                      130    (261) 
===============================================================  ========  ======= 
Other comprehensive income/(loss) after tax                           117  (1,699) 
===============================================================  ========  ======= 
Total comprehensive income/(loss) for the period                      322    (733) 
===============================================================  ========  ======= 
 
Attributable to: 
Ordinary shareholders                                                 291    (735) 
Paid-in equity holders                                                 30        - 
Non-controlling interests                                               1        2 
===============================================================  ========  ======= 
                                                                      322    (733) 
===============================================================  ========  ======= 
 

Note:

 
(1)  On 17 April 2018 RBS agreed a Memorandum of Understanding (MoU) with 
      the Trustees of the RBS Group Pension Fund in connection with the 
      requirements of ring-fencing. NatWest Markets Plc could not continue 
      to be a participant in the Main section and separate arrangements 
      were required for its employees. It also agreed to contribute GBP1.2 
      billion to the ring-fenced bank. Under the MoU, NatWest Plc made a 
      contribution of GBP2 billion on 9 October 2018 to strengthen funding 
      of the Main section in recognition of the changes in covenant. In 
      Q1 2019 NatWest Markets Plc paid a contribution of GBP53 million to 
      the new NatWest Markets section relating to the non-ring fenced bank. 
 

Financial statements

Condensed consolidated balance sheet as at 30 June 2019 (unaudited)

 
                                                           30 June  31 December 
                                                              2019         2018 
                                                              GBPm         GBPm 
=========================================================  =======  =========== 
 
Assets 
Cash and balances at central banks                          12,939       11,188 
Trading assets                                              82,813       74,972 
Derivatives                                                147,802      134,250 
Settlement balances                                          7,147        2,705 
Loans to banks - amortised cost                                935          626 
Loans to customers - amortised cost                          8,928        8,366 
Amounts due from holding company and fellow subsidiaries     5,685        3,398 
Other financial assets                                      13,029       11,268 
Other assets                                                 1,146        1,108 
=========================================================  =======  =========== 
Total assets                                               280,424      247,881 
=========================================================  =======  =========== 
 
Liabilities 
Bank deposits                                                3,593        2,749 
Customer deposits                                            2,291        2,580 
Amounts due to holding company and fellow subsidiaries      11,041       10,161 
Settlement balances                                          6,759        2,914 
Trading liabilities                                         83,264       72,289 
Derivatives                                                144,420      129,914 
Other financial liabilities                                 18,588       16,279 
Other liabilities                                            1,810        1,906 
=========================================================  =======  =========== 
Total liabilities                                          271,766      238,792 
=========================================================  =======  =========== 
 
Equity 
=========================================================  =======  =========== 
Owners' equity                                               8,655        9,087 
Non-controlling interests                                        3            2 
=========================================================  =======  =========== 
Total equity                                                 8,658        9,089 
=========================================================  =======  =========== 
Total liabilities and equity                               280,424      247,881 
=========================================================  =======  =========== 
 

Financial statements

Condensed consolidated statement of changes in equity for the half year ended 30 June 2019 (unaudited)

 
                                                                Half year ended 
                                                               ================= 
                                                               30 June   30 June 
                                                                  2019      2018 
                                                                  GBPm      GBPm 
=============================================================  =======  ======== 
Called up share capital - at beginning and end of period           400     6,609 
=============================================================  =======  ======== 
Share premium account - at beginning of period                   1,759    26,807 
Redemption of debt preference shares (1)                             -       885 
=============================================================  =======  ======== 
At end of period                                                 1,759    27,692 
=============================================================  =======  ======== 
Paid-in equity - at beginning and end of period                    749         - 
=============================================================  =======  ======== 
Merger reserve - at beginning and end of period                      -    10,881 
=============================================================  =======  ======== 
Fair value through other comprehensive income reserve 
 - at beginning of period                                          134       300 
Implementation of IFRS 9 on 1 January 2018                           -        30 
Unrealised gains                                                     4       206 
Realised gains                                                   (166)       (4) 
Tax                                                                 20      (45) 
=============================================================  =======  ======== 
At end of period                                                   (8)       487 
=============================================================  =======  ======== 
Cash flow hedging reserve - at beginning of period                 114       205 
Amount recognised in equity                                         53     (191) 
Amount transferred from equity to earnings                           -     (358) 
Tax                                                               (11)       148 
=============================================================  =======  ======== 
At end of period                                                   156     (196) 
=============================================================  =======  ======== 
Foreign exchange reserve - at beginning of period                  230       953 
Retranslation of net assets                                         55     (115) 
Foreign currency gains on hedges of net assets                      28        17 
Tax                                                                  -         1 
Recycled to profit or loss on disposal of businesses                 -        79 
=============================================================  =======  ======== 
At end of period                                                   313       935 
=============================================================  =======  ======== 
Retained earnings - at beginning of period                       5,701  (10,552) 
Implementation of IFRS 9 on 1 January 2018                           -     (106) 
Implementation of IFRS 16 on 1 January 2019 (2)                    (6)         - 
Profit/(loss) attributable to ordinary and equity preference 
 shareholders 
 - continuing operations                                           205     (803) 
 - discontinued operations                                           -     1,768 
Ordinary dividends paid                                          (500)         - 
Paid-in equity dividends paid                                     (30)         - 
Court approved distribution (3)                                      -  (23,064) 
Remeasurement of retirement benefit schemes 
 - contributions in preparation for ring-fencing (4)                 -   (2,000) 
 - tax                                                               -       516 
Realised gains in period on FVOCI equity shares                    162         3 
Changes in fair value of credit in financial liabilities 
 designated as fair value through profit or loss 
 - gross                                                          (39)        59 
 - tax                                                              10      (16) 
Redemption of debt preference shares (1)                             -     (885) 
Shares issued under employee share schemes                           -       (2) 
Share-based payments (5)                                         (217)        24 
=============================================================  =======  ======== 
At end of period                                                 5,286  (35,058) 
=============================================================  =======  ======== 
Owners' equity at end of period                                  8,655    11,350 
=============================================================  =======  ======== 
Non-controlling interests - at beginning of period                   2        57 
Currency translation adjustments and other movements                 1         1 
Profit attributable to non-controlling interests 
 - continuing operations                                             -       (3) 
 - discontinued operations                                           -         4 
At end of period                                                     3        59 
=============================================================  =======  ======== 
Total equity at end of period                                    8,658    11,409 
=============================================================  =======  ======== 
 
Total equity is attributable to: 
Ordinary shareholders                                            7,906    11,350 
Paid-in equity holders                                             749         - 
Non-controlling interests                                            3        59 
=============================================================  =======  ======== 
                                                                 8,658    11,409 
=============================================================  =======  ======== 
 

Notes:

 
 (1)   Issued by NWM Plc (formerly RBS plc) to the parent company RBSG 
        which were redeemed in April 2018. 
 (2)   Refer to Note 2 for further information on IFRS 16 implementation. 
 (3)   On 29 June 2018, the Court of Session in Edinburgh confirmed the 
        reduction of the share capital and the cancellation of the share 
        premium account and capital redemption reserve of NatWest Markets 
        Plc. The reduction included the return of capital to RBSG in the 
        form of the entire issued share capital of NatWest Holdings Limited 
        and a return of capital in cash for the remaining capital balance. 
 (4)   On 17 April 2018 RBS agreed a Memorandum of Understanding (MoU) 
        with the Trustees of the RBS Group Pension Fund in connection with 
        the requirements of ring-fencing. NatWest Markets Plc could not 
        continue to be a participant in the Main section and separate arrangements 
        were required for its employees. It also agreed to contribute GBP1.2 
        billion to the ring-fenced bank. Under the MoU, NatWest Plc made 
        a contribution of GBP2 billion on 9 October 2018 to strengthen funding 
        of the Main section in recognition of the changes in covenant. In 
        Q1 2019 NatWest Markets Plc paid a contribution of GBP53 million 
        to the new NatWest Markets section relating to the non-ring fenced 
        bank. 
 (5)   Includes adjustments to the allocation of deferred awards following 
        the implementation of ring-fencing and the impact of vesting during 
        the period. 
 

Financial statements

Condensed consolidated cash flow statement for the half year ended 30 June 2019 (unaudited)

 
                                                                 Half year ended 
                                                                ================= 
                                                                30 June   30 June 
                                                                   2019      2018 
                                                                   GBPm      GBPm 
==============================================================  =======  ======== 
 
Operating activities 
Operating profit/(loss) before tax from continuing operations       131     (823) 
Profit before tax from discontinued operations                        -     2,501 
Adjustments for non-cash items                                    (406)     5,369 
==============================================================  =======  ======== 
Net cash (outflow)/inflow from trading activities                 (275)     7,047 
Changes in operating assets and liabilities                       8,172  (12,335) 
==============================================================  =======  ======== 
 
Net cash flows from operating activities before tax               7,897   (5,288) 
Income taxes paid                                                   (7)     (143) 
==============================================================  =======  ======== 
Net cash flows from operating activities                          7,890   (5,431) 
Net cash flows from investing activities                        (3,447)   (3,447) 
Net cash flows from financing activities                          (450)   (1,082) 
Effects of exchange rate changes on cash and cash equivalents        63      (61) 
==============================================================  =======  ======== 
 
Net increase/(decrease) in cash and cash equivalents              4,056  (10,021) 
Cash and cash equivalents at beginning of period                 26,127    25,683 
==============================================================  =======  ======== 
 
Cash and cash equivalents at end of period                       30,183    15,662 
==============================================================  =======  ======== 
 

Notes

1. Basis of preparation

NWM Group's condensed consolidated financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and IAS 34 'Interim Financial Reporting' as adopted in the EU. They should be read in conjunction with the 2018 Annual Report and Accounts which were 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 (EU) (together IFRS).

Going concern

NWM Group's business activities and financial position, and the factors likely to affect its future development and performance are discussed on pages 1 to 33. The risk factors which could materially affect NWM Group's future results are described on pages 34 and 35.

Having reviewed NWM Group's forecasts, projections and other relevant evidence, the directors have a reasonable expectation that NWM Group will continue in operational existence for the foreseeable future. Accordingly, the results for the half year ended 30 June 2019 have been prepared on a going concern basis.

2. Accounting policies

NWM Group's principal accounting policies are as set out on pages 66 to 70 of the 2018 Annual Report and Accounts and are unchanged other than as presented below.

Revised Accounting policy 10 - Leases

NWM Group has adopted IFRS 16 'Leases' with effect from 1 January 2019, replacing IAS 17 'Leases'. NWM Group has applied IFRS 16 on a modified retrospective basis without restating prior years. Accounting policy 10 presented in the NWM Group's 2018 Annual Report and Accounts has been updated as follows:

As lessor

Finance lease contracts are those which transfer substantially all the risks and rewards of ownership of an asset to a customer. All other contracts with customers to lease assets are classified as operating leases.

Loans to customers include finance lease receivables measured at the net investment in the lease, comprising the minimum lease payments and any unguaranteed residual value discounted at the interest rate implicit in the lease. Interest receivable includes finance lease income recognised at a constant periodic rate of return before tax on the net investment. 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 other operating 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.

As lessee

On entering a new lease contract, NWM Group recognises a right of use asset and a liability to pay future rentals. The liability is measured at the present value of future lease payments discounted at the applicable incremental borrowing rate. The right of use asset is depreciated over the shorter of the term of the lease and the useful economic life, subject to review for impairment. Short term and low value leased assets are expensed on a systematic basis.

Adoption of IFRS 16 resulted in the right of use assets of GBP56 million and lease liabilities of GBP62 million, and a decrease in retained earnings of GBP6 million.

For further details see page 70 of the 2018 Annual Report and Accounts.

Critical accounting policies and key sources of estimation uncertainty

The judgements and assumptions that are considered to be the most important to the portrayal of NWM Group's financial condition are those relating to provisions for liabilities, deferred tax, loan impairment provisions and fair value of financial instruments. These critical accounting policies and judgements are described on page 70 of the NWM Group's 2018 Annual Report and Accounts.

Notes

3. Operating expenses

 
                                         Half year ended 
                                        ================= 
                                         30 June  30 June 
                                            2019     2018 
                                            GBPm     GBPm 
======================================  ========  ======= 
 
Wages, salaries and other staff costs      (243)    (220) 
Social security costs                       (30)     (27) 
Variable compensation                       (67)     (35) 
Pension costs                               (23)     (41) 
======================================  ========  ======= 
Staff costs                                (363)    (323) 
======================================  ========  ======= 
 
Premises and equipment                      (54)     (51) 
Depreciation and amortisation                (6)      (2) 
Other administrative expenses (1)             12    (999) 
======================================  ========  ======= 
Administrative expenses                     (48)  (1,052) 
======================================  ========  ======= 
                                           (411)  (1,375) 
                                        ========  ======= 
 

Note:

 
(1)     Includes litigation and conduct costs, net of amounts recovered. 
         Refer to Note 8 for further details. 
 

4. Segmental analysis

The business is organised into the following reportable segments:

 
 --   NatWest Markets; and 
 
 --   Central items & other, which comprises corporate functions and 
       other activity not managed in the NatWest Markets segment during 
       the period. H1 2019 primarily includes certain one-off cost recoveries. 
       H1 2018 largely includes legacy litigation and interest expense 
       associated with liabilities prior to their transfer to the NWM 
       segment. 
 
 
Analysis of operating profit/(loss) 
The following tables provide a segmental analysis of operating profit/(loss) 
 by main income statement captions. 
 
                                                    Other 
                               Net                   non-                     Impairment 
                                       Net fees 
                          interest          and  interest   Total  Operating   releases/      Operating 
                            income 
                               (1)  commissions    income  income   expenses    (losses)  (loss)/profit 
Half year ended 30 June 
 2019                         GBPm         GBPm      GBPm    GBPm       GBPm        GBPm           GBPm 
========================  ========  ===========  ========  ======  =========  ==========  ============= 
 
NatWest Markets              (116)          (7)       580     457      (589)          34           (98) 
Central items & other            9            3        37      49        178           2            229 
========================  ========  ===========  ========  ======  =========  ==========  ============= 
Total                        (107)          (4)       617     506      (411)          36            131 
========================  ========  ===========  ========  ======  =========  ==========  ============= 
 
Half year ended 30 June 
 2018 
========================  ========  ===========  ========  ======  =========  ==========  ============= 
 
NatWest Markets                 74           12       600     686      (586)         (1)             99 
Central items & other        (140)           26      (19)   (133)      (789)           -          (922) 
========================  ========  ===========  ========  ======  =========  ==========  ============= 
Total                         (66)           38       581     553    (1,375)         (1)          (823) 
========================  ========  ===========  ========  ======  =========  ==========  ============= 
 
 
                                            Half year ended 
                        ========  =======  =================  =======  ===== 
                              30 June 2019               30 June 2018 
                        =========================  ========================= 
                                    Inter                       Inter 
                        External  segment   Total   External  segment  Total 
Total revenue               GBPm     GBPm    GBPm       GBPm     GBPm   GBPm 
======================  ========  =======  ======  =========  =======  ===== 
 
NatWest Markets            1,049      433   1,482        887      236  1,123 
Central items & other         27    (433)   (406)       (19)    (236)  (255) 
======================  ========  =======  ======  =========  =======  ===== 
 
Total                      1,076        -   1,076        868        -    868 
======================  ========  =======  ======  =========  =======  ===== 
 

Note:

 
 (1)   Includes interest payable of GBP385 million and interest receivable 
        of GBP278 million (H1 2018 - GBP184 million and GBP118 million respectively). 
        Within the NatWest Markets segment, net interest income comprises 
        interest receivable on external lending activities, offset by net 
        interest payable on external funding activity managed by NatWest 
        Markets Treasury and inter-segmental charges. Net interest expense 
        in Central items & other in H1 2018 predominantly comprises external 
        interest costs associated with RBS Group Treasury managed liabilities 
        prior to their transfer to the NWM segment and the impact of inter-segmental 
        income. 
 

Notes

4. Segmental analysis continued

 
Analysis of net fees and commissions 
                                                        Central 
                                                          items 
                                       NatWest Markets  & other  Total 
Half year ended 30 June 2019                      GBPm     GBPm   GBPm 
=====================================  ===============  =======  ===== 
 
Fees and commissions receivable 
 - Underwriting fees                                94        -     94 
 - Brokerage                                        41        -     41 
 - Lending (credit facilities)                      36        -     36 
 - Other                                             7        3     10 
=====================================  ===============  =======  ===== 
Total                                              178        3    181 
=====================================  ===============  =======  ===== 
 
Fees and commissions payable                     (185)        -  (185) 
=====================================  ===============  =======  ===== 
 
Net fees and commissions                           (7)        3    (4) 
=====================================  ===============  =======  ===== 
 
Half year ended 30 June 2018 
=====================================  =============================== 
Fees and commissions receivable 
 - Underwriting fees                                92        -     92 
 - Brokerage                                        45        -     45 
 - Lending (credit facilities)                      39        -     39 
 - Other                                            46     (53)    (7) 
=====================================  ===============  =======  ===== 
Total                                              222     (53)    169 
=====================================  ===============  =======  ===== 
 
Fees and commissions payable                     (210)       79  (131) 
=====================================  ===============  =======  ===== 
 
Net fees and commissions                            12       26     38 
=====================================  ===============  =======  ===== 
 
 
 
Total assets and liabilities 
                                   30 June 2019        31 December 2018 
                               ====================  ==================== 
                                Assets  Liabilities   Assets  Liabilities 
                                  GBPm         GBPm     GBPm         GBPm 
=============================  =======  ===========  =======  =========== 
 
NatWest Markets                279,832      271,283  245,060      236,121 
Central items & other              592          483    2,821        2,671 
=============================  =======  ===========  =======  =========== 
 
Total                          280,424      271,766  247,881      238,792 
=============================  =======  ===========  =======  =========== 
 
 

5. Tax

The actual tax charge differs from the expected tax credit/(charge) computed by applying the standard rate of UK corporation tax of 19% (2018 - 19%) as analysed below:

 
                                                                Half year ended 
                                                               ================= 
                                                                30 June  30 June 
                                                                   2019     2018 
                                                                   GBPm     GBPm 
=============================================================  ========  ======= 
 
Profit/(loss) before tax                                            131    (823) 
=============================================================  ========  ======= 
 
Expected tax (charge)/credit                                       (25)      156 
Losses and temporary differences in period where no deferred 
 tax asset recognised                                               (2)        6 
Foreign profits taxed at other rates                                (4)      (8) 
Items not allowed for tax 
 - losses on disposals and write-downs                              (6)     (11) 
 - UK bank levy                                                       2      (1) 
 - regulatory and legal actions                                       3    (152) 
 - other disallowable items                                        (16)      (5) 
Non-taxable items                                                    53        - 
Losses brought forward and utilised                                   1        - 
Banking surcharge                                                     7        7 
Adjustments in respect of prior periods                              61       25 
Actual tax credit                                                    74       17 
=============================================================  ========  ======= 
 

At 30 June 2019, NWM Group has recognised a deferred tax liability of GBP436 million (31 December 2018 - GBP487 million). These amounts include a deferred tax asset recognised in respect of UK trading losses of GBP151 million (31 December 2018 - GBP151 million). Under UK tax legislation, these UK losses can be carried forward indefinitely. The Finance Act 2016 limited the offset of the UK banking losses carried forward to 25% of taxable profits. NWM Group has considered the carrying value of this asset as at 30 June 2019 and concluded that it is recoverable based on future profit projections.

Notes

6. Trading assets and liabilities

Trading assets and liabilities comprise assets and liabilities held at fair value in trading portfolios.

 
                                30 June  31 December 
                                   2019         2018 
Assets                             GBPm         GBPm 
==============================  =======  =========== 
Loans 
 Reverse repos                   27,386       24,758 
 Cash collateral given           20,553       18,898 
Other loans                       1,594        1,302 
==============================  =======  =========== 
Total loans                      49,533       44,958 
==============================  =======  =========== 
Securities 
 Central and local government 
   - UK                           5,365        6,834 
   - US                           6,093        4,689 
   - other                       16,292       13,498 
Other securities                  5,530        4,993 
==============================  =======  =========== 
Total securities                 33,280       30,014 
==============================  =======  =========== 
Total                            82,813       74,972 
==============================  =======  =========== 
 
Liabilities 
==============================  =======  =========== 
Deposits 
 Repos                           31,948       25,645 
 Cash collateral received        22,610       20,129 
Other deposits                    2,197        1,786 
==============================  =======  =========== 
Total deposits                   56,755       47,560 
==============================  =======  =========== 
Debt securities in issue          1,495          902 
Short positions                  25,014       23,827 
==============================  =======  =========== 
Total                            83,264       72,289 
==============================  =======  =========== 
 

7. Financial instruments: classification

The following tables analyse NWM Group's financial assets and liabilities in accordance with the categories of financial instruments in IFRS 9. Assets and liabilities outside the scope of IFRS 9 are shown within other assets and other liabilities.

 
                                                         Amortised   Other 
                                      MFVTPL 
                                         (1)  FVOCI (2)       cost  assets    Total 
Assets                                  GBPm       GBPm       GBPm    GBPm     GBPm 
===================================  =======  =========  =========  ======  ======= 
 
Cash and balances at central banks         -          -     12,939           12,939 
Trading assets                        82,813          -                      82,813 
Derivatives                          147,802                                147,802 
Settlement balances                                          7,147            7,147 
Loans to banks - amortised cost                                935              935 
Loans to customers - amortised 
 cost                                                        8,928            8,928 
Amounts due from holding company 
 and fellow subsidiaries               4,869          -        687     129    5,685 
Other financial assets                   755      7,825      4,449           13,029 
Other assets                                                         1,146    1,146 
===================================  =======  =========  =========  ======  ======= 
30 June 2019                         236,239      7,825     35,085   1,275  280,424 
===================================  =======  =========  =========  ======  ======= 
 
Cash and balances at central banks         -          -     11,188           11,188 
Trading assets                        74,972          -                      74,972 
Derivatives                          134,250                                134,250 
Settlement balances                        -          -      2,705            2,705 
Loans to banks - amortised cost                                626              626 
Loans to customers - amortised 
 cost                                                        8,366            8,366 
Amounts due from holding company 
 and fellow subsidiaries               1,177          -      1,991     230    3,398 
Other financial assets                 1,134      7,436      2,698       -   11,268 
Other assets                                                         1,108    1,108 
===================================  =======  =========  =========  ======  ======= 
31 December 2018                     211,533      7,436     27,574   1,338  247,881 
===================================  =======  =========  =========  ======  ======= 
 
For the notes to this table refer 
 to the next page. 
 

Notes

7. Financial instruments: classification continued

 
                                     Held-for-           Amortised        Other 
                                       trading  DFV (3)       cost  liabilities    Total 
Liabilities                               GBPm     GBPm       GBPm         GBPm     GBPm 
===================================  =========  =======  =========  ===========  ======= 
 
Bank deposits                                                3,593                 3,593 
Customer deposits                                            2,291                 2,291 
Amounts due to holding company and 
 fellow subsidiaries                     2,108        -      8,703          230   11,041 
Settlement balances                          -        -      6,759                 6,759 
Trading liabilities                     83,264        -                           83,264 
Derivatives                            144,420                                   144,420 
Other financial liabilities                  -    2,794     15,794                18,588 
Other liabilities                                                         1,810    1,810 
===================================  =========  =======  =========  ===========  ======= 
30 June 2019                           229,792    2,794     37,140        2,040  271,766 
===================================  =========  =======  =========  ===========  ======= 
 
Bank deposits                                                2,749                 2,749 
Customer deposits                                            2,580                 2,580 
Amounts due to holding company and 
 fellow subsidiaries                       419        -      9,485          257   10,161 
Settlement balances                          -        -      2,914                 2,914 
Trading liabilities                     72,289        -                           72,289 
Derivatives                            129,914        -                          129,914 
Other financial liabilities                  -    3,049     13,230                16,279 
Other liabilities                                                         1,906    1,906 
===================================  =========  =======  =========  ===========  ======= 
31 December 2018                       202,622    3,049     30,958        2,163  238,792 
===================================  =========  =======  =========  ===========  ======= 
 

Notes:

 
(1)     Mandatory fair value through profit or loss. 
(2)     Fair value through other comprehensive income. 
(3)     Designated as at fair value through profit or loss. 
 
 
 
The above includes amounts due from/to the holding company 
 and fellow subsidiaries, as follows: 
 
                                          30 June 2019         31 December 2018 
                                      =====================  ===================== 
                                      Holding        Fellow  Holding        Fellow 
                                      company  subsidiaries  company  subsidiaries 
                                         GBPm          GBPm     GBPm          GBPm 
====================================  =======  ============  =======  ============ 
 
Assets 
Loans to banks - amortised cost             -           135        -         1,780 
Loans to customers - amortised cost       383           154      144            67 
Derivatives                               419         3,838      376           813 
 
Liabilities 
Bank deposits                               -         1,140        -         2,125 
Customer deposits                       5,234           225    5,189           209 
Subordinated liabilities                2,094             -    1,962             - 
Derivatives                               803         5,011      476           703 
====================================  =======  ============  =======  ============ 
 

Notes

7. Financial instruments: classification continued

 
NWM Plc financial assets and liabilities include: 
                                                    30 June  31 December 
                                                       2019         2018 
                                                       GBPm         GBPm 
==================================================  =======  =========== 
Reverse repos 
Loans to customers - amortised cost                      42            9 
Trading assets                                       27,386       24,758 
 
Repos 
Bank deposits                                           870          424 
Trading liabilities                                  31,948       25,645 
==================================================  =======  =========== 
 

Valuation Hierarchy

Disclosures relating to the control environment, valuation techniques and related aspects pertaining to financial instruments measured at fair value are included in NWM Group's 2018 Annual Report and Accounts. Valuation, sensitivity methodologies and inputs at 30 June 2019 are consistent with those described in Note 12 to NWM Group's 2018 Annual Report and Accounts.

The tables below show financial instruments carried at fair value on NWM Group's balance sheet by valuation hierarchy - level 1, level 2 and level 3 and related level 3 sensitivities.

 
 
                                       30 June 2019          31 December 2018 
                                  ======================  ====================== 
                                   Level    Level  Level   Level    Level  Level 
                                       1        2      3       1        2      3 
Assets                              GBPm     GBPm   GBPm    GBPm     GBPm   GBPm 
================================  ======  =======  =====  ======  =======  ===== 
 
Trading assets 
  Loans                                -   49,259    274       -   44,838    120 
  Securities                      24,197    8,744    339  22,003    7,312    699 
Derivatives                            5  146,076  1,721       -  132,346  1,904 
Amount due from holding company 
 and fellow subsidiaries               -    4,869      -       -    1,177      - 
Other financial assets 
  Loans                                -       91     63       -      374     86 
  Securities                       6,203    2,012    211   6,706      959    445 
================================  ======  =======  =====  ======  =======  ===== 
Total financial assets held 
 at fair value                    30,405  211,051  2,608  28,709  187,006  3,254 
================================  ======  =======  =====  ======  =======  ===== 
 
Liabilities 
================================  ======  =======  =====  ======  =======  ===== 
 
Amount due to holding company 
 and fellow subsidiaries               -    2,108      -       -      413      6 
Trading liabilities 
   Deposits                            -   56,454    301       -   47,183    377 
   Debt securities in issue            -    1,415     80       -      790    112 
   Short positions                19,656    5,358      -  18,941    4,886      - 
Derivatives                            4  143,135  1,281       -  128,638  1,276 
Other financial liabilities 
   Debt securities in issue            -    2,232    156       -    2,344    280 
   Subordinated liabilities            -      406      -       -      425      - 
================================  ======  =======  =====  ======  =======  ===== 
Total financial liabilities 
 held at fair value               19,660  211,108  1,818  18,941  184,679  2,051 
================================  ======  =======  =====  ======  =======  ===== 
 

Notes:

 
 (1)   Level 1 - Instruments valued using unadjusted quoted prices in active 
        and liquid markets, for identical financial instruments. Examples 
        include government bonds, listed equity shares and certain exchange-traded 
        derivatives. 
        Level 2 - Instruments valued using valuation techniques that have 
        observable inputs. Examples include 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 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. Examples include 
        cash instruments which trade infrequently, certain syndicated and 
        commercial mortgage loans, certain emerging markets and derivatives 
        with unobservable model inputs. 
 (2)   Transfers between levels are deemed to have occurred at the beginning 
        of the quarter in which the instruments were transferred. There were 
        no significant transfers between level 1 and level 2. 
 

Notes

7. Financial instruments: carried at fair value - valuation hierarchy continued

 
                                         30 June 2019                   31 December 2018 
                                ===============================  =============================== 
                                Level                            Level 
                                    3  Favourable  Unfavourable      3  Favourable  Unfavourable 
Assets                           GBPm        GBPm          GBPm   GBPm        GBPm          GBPm 
==============================  =====  ==========  ============  =====  ==========  ============ 
 
Trading assets 
  Loans                           274          10          (10)    120          10          (10) 
  Securities                      339          10             -    699          20          (10) 
Derivatives 
  Interest rate                 1,146         180         (180)  1,363         110         (110) 
  Foreign exchange                111          10          (10)    130          10          (10) 
  Other                           464          50          (50)    411          40          (40) 
Other financial assets 
  Loans                            63           -             -     86           -          (10) 
  Securities                      211          10             -    445          40          (20) 
==============================  =====  ==========  ============  =====  ==========  ============ 
Total financial assets held 
 at fair value                  2,608         270         (250)  3,254         230         (210) 
==============================  =====  ==========  ============  =====  ==========  ============ 
 
Liabilities 
==============================  =====  ==========  ============  =====  ==========  ============ 
 
Amount due to holding company 
 and fellow subsidiaries            -           -             -      6           -             - 
Trading liabilities 
 Deposits                         301          30          (30)    377          40          (40) 
 Debt securities in issue          80           -             -    112          10          (10) 
Derivatives 
 Interest rate                    761         100         (100)    805          70          (70) 
 Foreign exchange                 304          10          (10)    279          10          (10) 
 Other                            216          10          (10)    192          10          (10) 
Other financial liabilities 
 Debt securities in issue         156           -             -    280          10          (10) 
==============================  =====  ==========  ============  =====  ==========  ============ 
Total financial liabilities 
 held at fair value             1,818         150         (150)  2,051         150         (150) 
==============================  =====  ==========  ============  =====  ==========  ============ 
 

Movement in level 3 portfolios

 
                                             Half year ended 2019                     Half year ended 2018 
                                                 Other                                    Other 
                                    Trading  financial   Total        Total  Trading  financial   Total        Total 
                                     assets     assets                        assets     assets 
                                        (2)        (3)  assets  liabilities      (2)        (3)  assets  liabilities 
                                       GBPm       GBPm    GBPm         GBPm     GBPm       GBPm    GBPm         GBPm 
==================================  =======  =========  ======  ===========  =======  =========  ======  =========== 
At 1 January                          2,723        531   3,254        2,051    2,681        282   2,963        2,096 
Amount recorded in the income 
 statement (1)                         (85)          6    (79)          225     (67)         62     (5)        (198) 
Amount recorded in the statement 
 of 
  comprehensive income                    -         33      33            -        -        (2)     (2)            - 
Level 3 transfers in                    156          2     158           56      491          -     491          197 
Level 3 transfers out                 (476)      (133)   (609)        (239)    (181)        (1)   (182)        (107) 
Issuances                                 -          -       -           23        -          -       -           24 
Purchases                               368          -     368          272      596          -     596          191 
Settlements                            (88)        (6)    (94)        (142)    (412)          -   (412)        (104) 
Sales                                 (263)      (157)   (420)        (428)    (633)       (76)   (709)        (134) 
Foreign exchange and other 
 adjustments                            (1)        (2)     (3)            -        2          1       3            - 
==================================  =======  =========  ======  ===========  =======  =========  ======  =========== 
At 30 June                            2,334        274   2,608        1,818    2,477        266   2,743        1,965 
==================================  =======  =========  ======  ===========  =======  =========  ======  =========== 
 
Amounts recorded in the income 
 statement in 
  respect of balances held at 
   period end 
 - unrealised                          (85)          6    (79)          225     (46)          7    (39)        (191) 
 - realised                               -          -       -            -        1         10      11            7 
==================================  =======  =========  ======  ===========  =======  =========  ======  =========== 
 

Notes:

 
(1)  Net losses on trading assets instruments of GBP320 million (30 
      June 2018 - GBP114 million gain) were recorded in income from 
      trading activities in continuing operations. Net gains on other 
      instruments of GBP16 million (30 June 2018 - GBP79 million gain) 
      were recorded in other operating income and interest income as 
      appropriate in continuing operations. 
(2)  Trading assets comprise assets held at fair value in trading 
      portfolios. 
(3)  Other financial assets comprise fair value through other comprehensive 
      income, designated as at fair value through profit or loss and 
      mandatory fair value through profit or loss. 
 

Notes

7. 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.

 
                           Items where fair value 
                                     approximates                         Fair value hierarchy 
                                                                                  level 
                                                                         ====================== 
                                         carrying  Carrying 
                                            value     value  Fair value     Level 2     Level 3 
30 June 2019                                GBPbn     GBPbn       GBPbn       GBPbn       GBPbn 
===================================  ============  ========  ==========  ==========  ========== 
Financial assets 
Cash and balances at central banks           12.9 
Settlement balances                           7.1 
Loans to banks                                          0.9         0.9         0.2         0.7 
Loans to customers                                      8.9         8.9         0.2         8.7 
Amounts due from holding company 
 and fellow subsidiaries                      0.2       0.5         0.5           -         0.5 
Other financial assets 
 Securities                                             4.4         4.5         2.7         1.8 
===================================  ============  ========  ==========  ==========  ========== 
Financial liabilities 
Bank deposits                                 0.1       3.5         3.5           -         3.5 
Customer deposits                             0.8       1.5         1.5           -         1.5 
Amounts due to holding company 
 and fellow subsidiaries                      1.0       7.7         7.7           -         7.7 
Settlement balances                           6.8 
Other financial liabilities 
 Debt securities in issue                              15.6        17.1        17.1           - 
 Subordinated liabilities                               0.2         0.2         0.2           - 
===================================  ============  ========  ==========  ==========  ========== 
 
31 December 2018 
===================================  ============  ========  ==========  ==========  ========== 
Financial assets 
Cash and balances at central banks           11.2 
Settlement balances                           2.7 
Loans to banks                                          0.6         0.6         0.3         0.3 
Loans to customers                                      8.4         8.3         0.3         8.0 
Amounts due from holding company 
 and fellow subsidiaries                      0.3       1.7         1.6           -         1.6 
Other financial assets 
 Securities                                             2.7         2.7         1.6         1.1 
===================================  ============  ========  ==========  ==========  ========== 
Financial liabilities 
Bank deposits                                           2.7         2.7           -         2.7 
Customer deposits                             0.9       1.7         1.7           -         1.7 
Amounts due to holding company 
 and fellow subsidiaries                      3.9       5.6         5.6           -         5.6 
Settlement balances                           2.9 
Other financial liabilities 
 Debt securities in issue                              13.0        14.7        14.7           - 
 Subordinated liabilities                               0.2         0.2         0.2           - 
===================================  ============  ========  ==========  ==========  ========== 
 

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 judgements 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.

Notes

8. Provisions for liabilities and charges

 
                                                  Litigation 
                                                   and other 
                                                  regulatory 
                                                      (incl. 
                                                       RMBS)  Other (1)  Total 
                                                        GBPm       GBPm   GBPm 
================================================  ==========  =========  ===== 
At 1 January 2019                                        698        197    895 
Implementation of IFRS 16 on 1 January 2019 (2)            -        (8)    (8) 
ECL impairment release                                     -        (1)    (1) 
Transfer                                                (50)         50      - 
Transfer in from accruals and other liabilities            -          1      1 
Currency translation and other movements                 (4)        (1)    (5) 
Transfer from fellow subsidiaries                          -          1      1 
Charge to income statement                                11          8     19 
Releases to income statement                            (40)       (39)   (79) 
Provisions utilised                                     (28)       (50)   (78) 
================================================  ==========  =========  ===== 
At 30 June 2019                                          587        158    745 
================================================  ==========  =========  ===== 
 
 

Notes:

 
(1)  Materially comprises provisions relating to property closures and 
      restructuring costs. 
(2)  Refer to Note 2 for further information on the impact of IFRS 16 
      implementation. 
 

9. Dividends

An interim initial ordinary dividend of GBP100 million and then an ordinary dividend of GBP400 million was paid to NWM Plc's parent company, RBSG, in H1 2019 (H1 2018 - nil).

10. Loan impairment provision

Portfolio summary

The table below shows gross loans and ECL, by segment and stage, within the scope of the IFRS 9 ECL framework.

 
                                                                       31 December 
                                                     Central 
                                                       items                  2018 
                                                NWM  & other    Total        Total 
30 June 2019                                   GBPm     GBPm     GBPm         GBPm 
==========================================  =======  =======  =======  =========== 
Loans - amortised cost 
Stage 1                                       8,779      306    9,085        8,088 
Stage 2                                         174        -      174          365 
Stage 3                                         679        -      679          671 
Inter-Group                                       -        -      672        2,634 
==========================================  =======  =======  =======  =========== 
Total                                         9,632      306   10,610       11,758 
==========================================  =======  =======  =======  =========== 
ECL provisions (1) 
Stage 1                                           6        -        6            6 
Stage 2                                           8        -        8            8 
Stage 3                                          52        -       52           62 
==========================================  =======  =======  =======  =========== 
Total                                            66        -       66           76 
==========================================  =======  =======  =======  =========== 
ECL provisions coverage (2) 
Stage 1 (%)                                    0.07        -     0.07         0.07 
Stage 2 (%)                                    4.60        -     4.60         2.19 
Stage 3 (%)                                    7.66        -     7.66         9.24 
==========================================  =======  =======  =======  =========== 
Total                                          0.69        -     0.66         0.83 
==========================================  =======  =======  =======  =========== 
ECL charge (3) 
Third party                                    (35)        -     (35)        (107) 
Inter-Group                                       -        -      (1)            5 
==========================================  =======  =======  =======  =========== 
Total                                          (35)        -     (36)        (102) 
==========================================  =======  =======  =======  =========== 
Impairment losses 
ECL loss rate - annualised (basis points)   (72.67)        -  (70.44)     (117.27) 
Amounts written-off                              11        -       11           69 
==========================================  =======  =======  =======  =========== 
 

Notes:

   (1)   Includes GBP1 million (31 December 2018 - GBP2 million) related to assets at FVOCI. 
   (2)   ECL provisions coverage is ECL provisions divided by loans - amortised cost. 

(3) Includes nil (31 December 2018 - GBP3 million charge) related to other financial assets, of which a release of GBP1 million (31 December 2018 - GBP1 million charge) related to assets at FVOCI; and nil (31 December 2018 - GBP3 million release) related to contingent liabilities.

(4) ECL provisions on inter-Group loans were nil at 30 June 2019 (31 December 2018 - GBP0.2 million), which gave a provision coverage of nil (31 December 2018 - 0.02%).

(5) Refer to Note 7 for balance sheet analysis of financial assets that are classified as AC and FVOCI, the starting point for IFRS 9 ECL framework assessment. The above table relates to gross loans only and excludes amounts that are outside the scope of the ECL framework, primarily related to non-credit risk assets. Other financial assets within the scope of the IFRS 9 ECL framework at 30 June 2019 were cash at central banks totalling GBP12.9 billion and debt securities of GBP11.4 billion (31 December 2018 - GBP11.2 billion and GBP9.8 billion respectively).

 
 Key points 
 --   Total ECL provisions reduced in the first half of the year due to 
       write-offs of legacy Stage 3 exposures combined with no new material 
       defaults. 
 --   The reduction of exposure in Stage 2 was driven by cases returning 
       to Stage 1, in particular by counterparties coming off the Risk of 
       Credit Loss framework. 
 --   The ECL release of GBP35 million primarily relates to gains in purchased 
       or originated credit impaired exposures. 
 

Notes

10. Loan impairment provision continued

Flow statement

The flow statement that follows shows the main ECL and related income statement movements. It also shows the changes in ECL as well as the changes in related financial assets used in determining ECL. Due to differences in scope, exposures in this section may therefore differ from those reported in other tables, principally in relation to exposures in Stage 1 and Stage 2. These differences do not have a material ECL impact because they relate to balances at central banks. Other points to note:

-- Financial assets presented in the flow statements include treasury liquidity portfolios, comprising balances at central banks and debt securities, as well as loans. Both modelled and non-modelled portfolios are included.

-- Stage transfers (for example, exposures moving from Stage 1 to Stage 2) are a key feature of ECL movements, with the net re-measurement cost of transitioning to a worse stage being a primary driver of income statement charges. Similarly there is an ECL benefit for accounts improving stage.

-- Changes in risk parameters shows the reassessment of the ECL within a given stage, including any ECL overlays and residual income statement gains or losses at the point of write-off or accounting write-down.

-- Other (P&L only items) includes any subsequent changes in the value of written-down assets along with other direct write-off items such as direct recovery costs. Other (P&L only items) affects the income statement but does not affect balance sheet ECL movements.

-- Amounts written-off - represent the gross asset written-down against accounts with ECL, including the net asset write-down for any debt sale activity.

 
                                      Stage 1          Stage 2          Stage 3           Total 
                                                                    ---------------  --------------- 
                                  Financial        Financial        Financial        Financial 
                                     assets   ECL     assets   ECL     assets   ECL     assets   ECL 
                                       GBPm  GBPm       GBPm  GBPm       GBPm  GBPm       GBPm  GBPm 
================================  =========  ====  =========  ====  =========  ====  =========  ==== 
At 1 January 2019                    32,499     6        670    11        647    67     33,816    84 
Currency translation and other 
 adjustments                             12     -        (4)     -          -   (1)          8   (1) 
Inter-Group transfers                 (355)     -          8     -         20     -      (327)     - 
Transfers from Stage 1 to Stage 
 2                                    (190)     -        190     -          -     -          -     - 
Transfers from Stage 2 to Stage 
 1                                      276     2      (276)   (2)          -     -          -     - 
 
 Net re-measurement of ECL on 
  stage transfer                              (2)                1                -              (1) 
 Changes in risk parameters 
  (model inputs)                              (2)                -              (3)              (5) 
 Other changes in net exposure      (1,267)     2      (205)   (2)          8     -    (1,464)     - 
 Other (P&L only items)                         -                -             (29)             (29) 
--------------------------------  ---------  ----  ---------  ----  ---------  ----  ---------  ---- 
 
Income statement releases                     (2)              (1)             (32)             (35) 
Amounts written off                       -     -          -     -       (11)  (11)       (11)  (11) 
At 30 June 2019                      30,975     6        383     8        664    52     32,022    66 
================================  =========  ====  =========  ====  =========  ====  =========  ==== 
 
Net carrying amount                  30,969              375              612           31,956 
================================  =========  ====  =========  ====  =========  ====  =========  ==== 
 
 
 
 Key points 
 --   Stage 3 financial assets included GBP193 million (31 December 2018 
       - GBP166 million) purchased or originated credit impaired (POCI) assets. 
       No ECL impairment was held on these positions and a GBP27 million 
       impairment recovery was recognised on these POCI assets during H1 
       (included in other (P&L only items). 
 --   Stage 1 and Stage 2 changes to risk parameters reflected an improvement 
       in underlying credit risk metrics. 
 

Notes

 
11. Contingent liabilities, commitments and guarantees 
                                                         30 June  31 December 
                                                            2019         2018 
                                                            GBPm         GBPm 
=======================================================  =======  =========== 
 
Guarantees                                                   220          278 
Other contingent liabilities                                 172          186 
Standby facilities, credit lines and other commitments    10,847       10,659 
=======================================================  =======  =========== 
 
Contingent liabilities and commitments                    11,239       11,123 
=======================================================  =======  =========== 
 

Contingent liabilities arise in the normal course of NWM Group's business; credit exposure is subject to NWM Plc's normal controls. The amounts shown do not, and are not intended to, provide any indication of NWM Group's expectation of future losses.

Risk sharing arrangements

During the period, NWM Plc and NWM N.V. have established limited risk-sharing arrangements that facilitate the smooth provision of services to NatWest Markets' customers. The arrangements include:

 
 --   The provision of a funded guarantee of up to GBP3.0 billion by NWM 
       Plc to NWM N.V. that limits NWM N.V.'s exposure to large individual 
       customer credits to 10% of NWM N.V.'s capital. Funding is provided 
       by NWM Plc deposits placed with NWM N.V. of not less than the guaranteed 
       amount. At 30 June 2019 the deposits amounted to GBP0.2 billion and 
       the guarantee fees in the period were GBP0.3 million. 
 --   The provision of a funded and an unfunded guarantee by NWM Plc in 
       respect of NWM N.V.'s Legacy portfolio. At 30 June 2019 the exposure 
       at default covered by the guarantees was approximately GBP0.4 billion 
       of which GBP0.2 billion was funded. The guarantee fees in the period 
       were GBP2 million. 
 
 

Indemnity deed

In April 2019, NWM Plc and NatWest Bank entered into a cross indemnity agreement for losses incurred within the entities in relation to business transferred to or from the ring-fenced bank under the RBS Group's structural re-organisation. Under the agreement, NWM Plc is indemnified by NatWest Bank against losses relating to the NatWest Bank transferring businesses and ring-fenced bank obligations and NatWest Bank is indemnified by NWM Plc against losses relating to the NWM Plc transferring businesses and non ring-fenced bank obligations with effect from the relevant transfer date.

12. Litigation, investigations and reviews

NWM Plc and its subsidiary and associated undertakings ('NWM Group') are party to legal proceedings and the subject of investigation and other regulatory and governmental action ('Matters') in the United Kingdom (UK), the United States (US), the European Union (EU) and other jurisdictions.

NWM 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 resulting from past events, and a reliable estimate can be made of the amount of the obligation.

In many proceedings and investigations, it is not possible to determine whether any loss is probable or to estimate reliably the amount of any loss, either as a direct consequence of the relevant proceedings and investigations or as a result of adverse impacts or restrictions on NWM Group's reputation, businesses and operations. Numerous legal and factual issues may need to be resolved, including through potentially lengthy discovery and document production exercises and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before a liability can reasonably be estimated for any claim. NWM Group cannot predict if, how, or when such claims will be resolved or what the eventual settlement, damages, 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.

There are situations where NWM Group may pursue an approach that in some instances leads to a settlement agreement. This may occur in order to avoid the expense, management distraction or reputational implications of continuing to contest liability, or in order to take account of the risks inherent in defending claims or investigations, even for those Matters for which NWM Group believes it has credible defences and should prevail on the merits. The uncertainties inherent in all such Matters affect the amount and timing of any potential outflows for both Matters with respect to which provisions have been established and other contingent liabilities.

Notes

12. Litigation, investigations and reviews continued

The future outflow of resources in respect of any Matter may ultimately prove to be substantially greater than or less than the aggregate provision that NWM Group has recognised. Where (and as far as) liability cannot be reasonably estimated, no provision has been recognised. NWM Group expects that in future periods, additional provisions, settlement amounts and customer redress payments will be necessary, in amounts that are expected to be substantial in some instances.

For a discussion of certain risks associated with NWM Group's litigation, investigations and reviews, see the Risk Factor relating to legal, regulatory and governmental actions and investigations set out in NWM Group's 2018 Annual Report and Accounts on page 133.

Litigation

Residential mortgage-backed securities (RMBS) litigation in the US

NatWest Markets Securities Inc. (NWMSI) and certain affiliates continue to defend RMBS-related claims in the US in which plaintiffs allege that certain disclosures made in connection with the relevant offerings of RMBS contained materially false or misleading statements and/or omissions regarding the underwriting standards pursuant to which the mortgage loans underlying the RMBS were issued. The remaining RMBS lawsuits against NWM Group companies consist of cases filed by the Federal Home Loan Banks of Boston and Seattle and the Federal Deposit Insurance Corporation that together involve the issuance of less than US$1 billion of RMBS issued primarily from 2005 to 2007. In addition, NWMSI previously agreed to settle a purported RMBS class action entitled New Jersey Carpenters Health Fund v. Novastar Mortgage Inc. et al. for US$55.3 million, which was paid into escrow pending court approval of the settlement, which was granted on 11 March 2019, but which is now the subject of an appeal by a class member who does not want to participate in the settlement.

London Interbank Offered Rate (LIBOR) and other rates litigation

NWM Plc and certain other members of NWM Group, including RBSG, are defendants in a number of class actions and individual claims pending in the US (primarily in the United States District Court for the Southern District of New York (SDNY)) with respect to the setting of LIBOR and certain other benchmark interest rates. The complaints allege that the NWM Group defendants and other panel banks violated various federal laws, including the US commodities and antitrust laws, and state statutory and common law, as well as contracts, by manipulating LIBOR and prices of LIBOR-based derivatives in various markets through various means.

Several class actions relating to USD LIBOR, as well as more than two dozen non-class actions concerning USD LIBOR, are part of a co-ordinated proceeding in the SDNY. In December 2016, the SDNY held that it lacks personal jurisdiction over NWM Group defendants with respect to certain claims. As a result of that decision, all NWM Group defendants have been dismissed from each of the USD LIBOR-related class actions (including class actions on behalf of over-the-counter plaintiffs, exchange-based purchaser plaintiffs, bondholder plaintiffs, and lender plaintiffs), but seven non-class cases in the co-ordinated proceeding remain pending against NWM Group defendants. The dismissal of NWM Group defendants for lack of personal jurisdiction is the subject of a pending appeal to the United States Court of Appeals for the Second Circuit.

Among the non-class claims dismissed by the SDNY in December 2016 were claims that the Federal Deposit Insurance Corporation (FDIC) had asserted on behalf of certain failed US banks. In July 2017, the FDIC, on behalf of 39 failed US banks, commenced substantially similar claims against NWM Plc, RBSG and others in the High Court of Justice of England and Wales. The action alleges that the defendants breached English and European competition law as well as asserting common law claims of fraud under US law.

In addition, there are two class actions against NWM Group defendants relating to JPY LIBOR and Euroyen TIBOR, both pending before the same judge in the SDNY. In the first class action, which relates to Euroyen TIBOR futures contracts, the court dismissed the plaintiffs' antitrust claims in March 2014, but declined to dismiss their claims under the Commodity Exchange Act for price manipulation, and the case is proceeding in the discovery phase. The second class action relates to other derivatives allegedly tied to JPY LIBOR and Euroyen TIBOR. The court dismissed that case in March 2017 on the ground that the plaintiffs lack standing. The plaintiffs have commenced an appeal of that decision.

Notes

12. Litigation, investigations and reviews continued

There is also a class action relating to the Singapore Interbank Offered Rate and Singapore Swap Offer Rate pending in the SDNY. In that case, the court denied defendants' motion to dismiss on 5 October 2018 in a ruling that would have permitted certain antitrust claims to proceed against NWM Plc and other non-NWM Group defendants. However, on 26 July 2019, the court determined that the named plaintiffs asserting such claims do not have standing and therefore dismissed the case. The dismissal is subject to appeal.

Four other class action complaints were filed against NWM Group defendants in the SDNY, each relating to a different reference rate. In the case relating to Pound Sterling LIBOR, the court dismissed all claims against NWM Plc (the only NWM Group defendant in that case), for various reasons, on 21 December 2018, and plaintiffs are seeking reconsideration of that decision. In the case relating to the Australian Bank Bill Swap Reference Rate, the court dismissed all claims against NWM Group defendants for lack of personal jurisdiction on 26 November 2018, but plaintiffs have filed an amended complaint, which is the subject of a further motion to dismiss. In the case relating to Euribor, the court dismissed all claims against NWM Plc (the only NWM Group defendant in that case) for lack of personal jurisdiction in February 2017, but in June 2019, the plaintiffs commenced an appeal of that decision. In the case relating to Swiss Franc LIBOR, the court dismissed all claims against all defendants on various grounds in September 2017, but held that it has personal jurisdiction over NWM Plc and allowed the plaintiffs to replead their complaint. Defendants' renewed motion to dismiss the amended complaint relating to Swiss Franc LIBOR remains pending.

NWM Plc has also been named as a defendant in a motion to certify a class action relating to LIBOR in the Tel Aviv District Court in Israel. NWM Plc has filed a motion for cancellation of service. If the motion is successful then the current action will be brought to an end, although the claimants may seek to re-raise the claim in the future.

NWM Plc is defending a claim in the High Court in London brought by London Bridge Holdings Ltd and others, in which the claimants allege LIBOR manipulation in connection with the sale of interest rate hedging products. The quantified sum claimed in that case is GBP446.7 million.

Details of UK litigation claims in relation to the alleged mis-sale of interest rate hedging products (IRHPs) involving LIBOR-related allegations are set out under 'Interest rate hedging products and similar litigation' on page 30.

In January 2019, a class action antitrust complaint was filed in the SDNY alleging that the defendants (USD ICE LIBOR panel banks and affiliates) have conspired to suppress USD ICE LIBOR from 2014 to the present by submitting incorrect information to ICE about their borrowing costs. The defendants include RBSG, NWM Plc, NWMSI and NatWest Bank Plc.

FX antitrust litigation

NWM Plc, NWMSI and / or RBSG, are defendants in several cases relating to NWM Plc's foreign exchange (FX) business, each of which is pending before the same federal judge in the SDNY.

In 2015, NWM Plc paid US$255 million to settle the consolidated antitrust class action on behalf of persons who entered into over-the-counter FX transactions with defendants or who traded FX instruments on exchanges. That settlement received final court approval in August 2018. On 7 November 2018, some members of the settlement class who opted out of the settlement filed their own non-class complaint in the SDNY asserting antitrust claims against NWM Plc, NWMSI and other banks. On 31 December 2018, some of the same claimants, as well as others, filed proceedings in the High Court in London, asserting competition claims against NWM Plc and several other banks. The claim was served on 25 April 2019.

Two other FX-related class actions remain pending in the SDNY. First, there is a class action on behalf of 'consumers and end-user businesses,' which is proceeding against NWM Plc in the discovery phase following the SDNY's denial of the defendants' motions to dismiss in March 2018. Second, there is a class action on behalf of 'indirect purchasers' of FX instruments (which plaintiffs define as persons who transacted FX instruments with retail foreign exchange dealers that transacted directly with defendant banks). That case is proceeding in discovery against NWMSI and other defendants following the SDNY's denial of defendants' motion to dismiss on 25 October 2018. On 20 May 2019, NWM Plc was dismissed from the case for lack of personal jurisdiction, but plaintiffs are seeking permission to replead their complaint to establish jurisdiction.

Notes

12. Litigation, investigations and reviews continued

On 27 May 2019, a class action was filed in the Federal Court of Australia against NWM Plc and other banks on behalf of persons who bought or sold currency through FX spots or forwards between 1 January 2008 and 15 October 2013 with a total transaction value exceeding AUS $0.5m. RBSG has been named in the action as a 'cartel party', but is not a defendant. The claim was served on 28 June 2019.

On 29 July 2019, an application for a collective proceedings order was filed in the UK Competition Appeal Tribunal against RBSG, NWM Plc and other banks on behalf of persons who, between 18 December 2007 and 31 January 2013, entered into a relevant FX spot or outright forward transaction in the EEA with a relevant financial institution or on an electronic communications network.

Two motions to certify FX-related class actions have been filed in the Tel Aviv District Court in Israel. RBSG and NWMSI have been named as defendants in the first motion. The Royal Bank of Scotland plc has been named in the second. These motions have not been served.

Certain other foreign exchange transaction related claims have been or may be threatened. NWM Group cannot predict whether any of these claims will be pursued, but expects that some may.

Government securities antitrust litigation

NWMSI and certain other US broker-dealers are defendants in a consolidated antitrust class action pending in the SDNY on behalf of persons who transacted in US Treasury securities or derivatives based on such instruments, including futures and options. The plaintiffs allege that defendants rigged the US Treasury securities auction bidding process to deflate prices at which they bought such securities and colluded to increase the prices at which they sold such securities to plaintiffs. The defendants' motion to dismiss this matter remains pending.

Class action antitrust claims commenced in March 2019 are pending in the SDNY against NWM Plc, NWMSI and other banks. The complaints allege a conspiracy among dealers of Euro-denominated bonds issued by European central banks (EGBs), to widen the bid-ask spreads they quoted to customers, thereby increasing the prices customers paid for the EGBs or decreasing the prices at which customers sold the bonds. The class consists of those who purchased or sold EGBs in the US between 2007 and 2012.

Swaps antitrust litigation

NWM Plc, NWMSI and RBSG, as well as a number of other interest rate swap dealers, are defendants in several cases pending in the SDNY alleging violations of the US antitrust laws in the market for interest rate swaps. There is a consolidated class action complaint on behalf of persons who entered into interest rate swaps with the defendants, as well as non-class action claims by three swap execution facilities (TeraExchange, Javelin, and trueEx). The plaintiffs allege that the swap execution facilities would have successfully established exchange-like trading of interest rate swaps if the defendants had not unlawfully conspired to prevent that from happening through boycotts and other means. Discovery in these cases is ongoing.

In addition, in June 2017, TeraExchange filed a complaint against NWM Plc, NWMSI and RBSG, as well as a number of other credit default swap dealers, in the SDNY. TeraExchange alleges it would have established exchange-like trading of credit default swaps if the defendant dealers had not engaged in an unlawful antitrust conspiracy. On 1 October 2018, the court dismissed all claims against NWM Plc, NWMSI and RBSG.

Interest rate hedging products and similar litigation

NWM Plc is dealing with a number of active litigation claims in the UK in relation to the alleged mis-selling of interest rate hedging products (IRHPs). In general claimants allege that the relevant IRHPs were mis-sold to them, with some also alleging that misrepresentations were made in relation to LIBOR. Claims have been brought by customers who were considered under the UK Financial Conduct Authority (FCA) redress programme for IRHPs, as well as customers who were outside of the scope of that programme, which was closed to new entrants in March 2015. NWM Plc remains exposed to potential claims from customers who were either ineligible to be considered for redress or who are dissatisfied with their redress offers.

Notes

12. Litigation, investigations and reviews continued

Property Alliance Group (PAG) v NatWest Markets Plc was the leading case before the English High Court involving both IRHP mis-selling and LIBOR misconduct allegations. The amount claimed was GBP34.8 million. Following dismissal by the Court of all PAG's claims in December 2016, PAG appealed to the Court of Appeal, which dismissed the appeal in March 2018. In July 2018 the Supreme Court declined the request from PAG for permission to appeal an aspect of the judgment relating to implied representations of Sterling LIBOR rates. The Court of Appeal's decision may impact other IRHP and LIBOR-related cases currently pending in the English courts, some of which involve substantial amounts.

Separately, NWM Plc is defending claims filed in France by five French local authorities relating to structured interest rate swaps. The plaintiffs allege, among other things, that the swaps are void for being illegal transactions, that they were mis-sold, and that information / advisory duties were breached. Of the remaining claims, two are being appealed to the Supreme Court and one remains to be heard before the lower court.

Tax dispute

HMRC issued a tax assessment in 2012 against RBSG for approximately GBP86 million regarding a value-added-tax ('VAT') matter in relation to the trading of European Union Allowances ('EUAs') by a joint venture subsidiary in 2009. RBSG has lodged an appeal, which is still to be heard, before the First-tier Tribunal (Tax), a specialist tax tribunal, challenging the assessment (the 'Tax Dispute'). In the event that the assessment is upheld, interest and costs would be payable, and a penalty of up to 100 per cent of the VAT held to have been legitimately denied by HMRC could also be levied. Separately, NWM Plc is a named defendant in civil proceedings before the High Court brought in 2015 by ten companies (all in liquidation) (the 'Liquidated Companies') and their respective liquidators (together, 'the Claimants'). The Liquidated Companies previously traded in EUAs in 2009 and are alleged to be defaulting traders within (or otherwise connected to) the EUA supply chains forming the subject of the Tax Dispute. The Claimants claim approximately GBP71.4 million plus interest and costs and allege that NWM Plc dishonestly assisted the directors of the Liquidated Companies in the breach of their statutory duties and/or knowingly participated in the carrying on of the business of the Liquidated Companies with intent to defraud creditors. The trial in that matter concluded on 20 July 2018 and judgment is awaited.

US Anti-Terrorism Act litigation

NWM Plc, NatWest Markets N.V. and certain other financial institutions are defendants in an action pending in the SDNY, filed in November 2017 by a number of US nationals (or their estates, survivors, or heirs), most of whom are or were US military personnel, who were killed or injured in attacks in Iraq between 2003 and 2011. The attacks at issue in the case were allegedly perpetrated by Hezbollah and certain Iraqi terror cells allegedly funded by the Islamic Republic of Iran. According to the plaintiffs' allegations, the defendants are liable for damages arising from the attacks because they allegedly conspired with Iran and certain Iranian banks to assist Iran in transferring money to Hezbollah and the Iraqi terror cells, in violation of the US Anti-Terrorism Act, by agreeing to engage in 'stripping' of transactions initiated by the Iranian banks so that the Iranian nexus to the transactions would not be detected. The claim was dismissed on 28 March 2019. The dismissal is subject to repleading by the plaintiffs or appeal.

Securities underwriting litigation

NWMSI is an underwriter defendant in several securities class actions in the US in which plaintiffs generally allege that an issuer of public debt or equity securities, as well as the underwriters of the securities (including NWMSI), are liable to purchasers for misrepresentations and omissions made in connection with the offering of such securities.

Investigations and reviews

NWM Group's financial condition can be affected by the actions of various governmental and regulatory authorities in the UK, the US, the EU and elsewhere. NWM Group companies have engaged, and will continue to engage, in discussions with relevant governmental and regulatory authorities, including in the UK, the US, the EU and elsewhere, on an ongoing and regular basis, and in response to informal and formal inquiries or investigations, regarding operational, systems and control evaluations and issues including those related to compliance with applicable laws and regulations, including consumer protection, business conduct, competition/anti-trust, anti-bribery, anti-money laundering and sanctions regimes.

NWM Group companies have been providing, and continue to provide, information regarding a variety of matters, including, for example, the setting of benchmark rates and related derivatives trading, conduct in the foreign exchange market, and various issues relating to the issuance, underwriting, and sales and trading of fixed-income securities, including structured products and government securities, some of which have resulted, and others of which may result, in investigations or proceedings.

Notes

12. Litigation, investigations and reviews continued

Any matters discussed or identified during such discussions and inquiries may result in, among other things, further inquiry or investigation, other action being taken by governmental and regulatory authorities, increased costs being incurred by NWM Group, remediation of systems and controls, public or private censure, restriction of NWM Group's business activities and/or fines. Any of the events or circumstances mentioned in this paragraph or below could have a material adverse effect on NWM Group, its business, authorisations and licences, reputation, results of operations or the price of securities issued by it.

NWM Group is co-operating fully with the investigations and reviews described below.

US investigations relating to fixed-income securities

In the US, NWM Group companies, including NWMSI, and its affiliates, have in recent years been involved in investigations relating to, among other things, issuance, underwriting and trading in RMBS and other mortgage-backed securities and collateralised debt obligations (CDOs). Investigations by the US Department of Justice (DoJ) and several state attorneys general relating to the issuance and underwriting of RMBS were previously resolved. Certain other state attorneys general have sought information regarding similar issues, and NWM Group is aware that at least one such investigation is ongoing.

In October 2017, NWMSI entered into a non-prosecution agreement (NPA) with the United States Attorney for the District of Connecticut (USAO) in connection with alleged misrepresentations to counterparties relating to secondary trading in various forms of asset-backed securities. In the NPA, the USAO agreed not to file criminal charges relating to certain conduct and information described in the NPA if NWMSI complies with the NPA's reporting and conduct requirements during its term.

The NatWest Markets business is currently responding to a criminal investigation concerning unrelated securities trading by certain traders in 2018, which was reported to the USAO during the course of the NPA. In April 2019, NWMSI agreed to a second six-month extension of the NPA so that the USAO could review the circumstances of that unrelated matter.

Foreign exchange related investigations

In May and June 2019, RBSG and NWM Plc reached settlements totalling approximately EUR 275 million in connection with the EC and certain other related competition law investigations into FX trading. The aggregate amount is fully covered by existing provisions in NWM Plc. NWM Plc continues to co-operate with ongoing investigations from competition authorities on similar issues relating to past FX trading. The exact timing and amount of future financial penalties, related risks and collateral consequences remain uncertain and may be material.

In 2014 and 2015, NWM Plc paid significant penalties to resolve investigations into its FX business by the FCA, the CFTC, the DoJ, and the Board of Governors of the Federal Reserve System (Federal Reserve). As part of its plea agreement with the DoJ, NWM Plc pled guilty to a one-count information charging an antitrust conspiracy occurring between as early as December 2007 to at least April 2010. NWM Plc admitted that it knowingly, through one of its Euro/US dollar currency traders, joined and participated in a conspiracy to eliminate competition in the purchase and sale of the Euro/US dollar currency pair exchanged in the FX spot market. On 5 January 2017, the United States District Court for the District of Connecticut imposed a sentence on NWM Plc consisting of a US$395 million fine and a three-year probation, which among other things, prohibits NWM Plc from committing another crime in violation of US law or engaging in the FX trading practices that form the basis for the charged crime and requires NWM Plc to implement a compliance program designed to prevent and detect the unlawful conduct at issue and to strengthen its compliance and internal controls as required by other regulators (including the FCA and the CFTC). A violation of the terms of probation could lead to the imposition of additional penalties.

As part of the settlement with the Federal Reserve, NWM Plc and NWMSI entered into a cease and desist order (the FX Order). In the FX Order, which is publicly available and will remain in effect until terminated by the Federal Reserve, NWM Plc and NWMSI agreed to take certain remedial actions with respect to FX activities and certain other designated market activities, including the creation of an enhanced written internal controls and compliance program, an improved compliance risk management program, and an enhanced internal audit program. NWM Plc and NWMSI are obligated to implement and comply with these programs as approved by the Federal Reserve, and are also required to conduct, on an annual basis, a review of applicable compliance policies and procedures and a risk-focused sampling of key controls.

Notes

12. Litigation, investigations and reviews continued

Systematic Anti-Money Laundering Programme assessment

In December 2018, the FCA commenced a Systematic Anti-Money Laundering Programme assessment of RBS Group. The FCA provided its written findings to RBS Group on 28 June 2019, and RBS Group is considering these. It is not yet possible to assess the likely impact of this matter.

US/Swiss tax programme

In December 2015, Coutts & Co Ltd., a member of NWM Group incorporated in Switzerland, entered into a non-prosecution agreement (the NPA) with the DoJ. This was entered into as part of the DoJ's programme for Swiss banks, related to its investigations of the role that Swiss banks played in concealing the assets of US tax payers in offshore accounts (US related accounts). Coutts & Co Ltd. paid a US$78.5 million penalty and acknowledged responsibility for certain conduct set forth in a statement of facts accompanying the agreement. Under the NPA, which has a term of four years, Coutts & Co Ltd. is required, among other things, to provide certain information, cooperate with the DoJ's investigations, and commit no US federal offences. If Coutts & Co Ltd. abides by the NPA, the DoJ will not prosecute it for certain tax-related and monetary transaction offences in connection with US related accounts.

Since the signing of the NPA in 2015, Coutts & Co Ltd identified and disclosed to the DoJ a number of US related accounts that were not included in its original submission supporting the NPA. As a result of this, Coutts & Co Ltd agreed with the DoJ to undertake additional review work, which began in October 2018 and is now largely complete. This additional review work identified further US related accounts, which are being discussed with the DoJ.

Enforcement proceedings and investigations in relation to Coutts & Co Ltd

In February 2017, the Swiss Financial Market Supervisory Authority (FINMA) took enforcement action against Coutts & Co Ltd with regard to failures of money laundering checks and controls on certain client accounts that were connected with the Malaysian sovereign wealth fund, 1MDB, and were held with Coutts & Co Ltd. FINMA accordingly required Coutts & Co Ltd to disgorge profits of CHF 6.5 million. There are two administrative criminal proceedings pending before the Swiss Finance Department against two former employees of Coutts & Co Ltd. In addition, the Monetary Authority of Singapore (MAS)'s supervisory examination of Coutts & Co Ltd's Singapore branch revealed breaches of anti-money laundering requirements. MAS imposed on Coutts & Co Ltd financial penalties amounting to SGD 2.4 million in December 2016.

In addition, Coutts & Co Ltd continues to assist with investigations and enquiries from authorities where requested to do so.

Notes

13. Related party transactions

UK Government

The UK Government and bodies controlled or jointly controlled by the UK Government and bodies over which it has significant influence are related parties of the Group. The Group enters into transactions with many of these bodies on an arm's length basis.

Service entity

On 30 April 2018, in preparation for ring-fencing, NWM Plc ceased to be the main provider of shared service activities for the RBS Group.

14. Post balance sheet events

Other than as disclosed in this document there have been no significant events between 30 June 2019 and the date of approval of this announcement which would require a change to, or additional disclosure in, the announcement.

15. Date of approval

The Interim results for the half year ended 30 June 2019 were approved by the Board of directors on 1 August 2019.

Summary risk factors

Summary of our principal risks and uncertainties

Set out below is a summary of certain risks which could adversely affect the NWM Group; it should be read in conjunction with the Capital and risk management section of the NWM Group's 2018 Annual Report and Accounts. This summary should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties or of the risk factor disclosures set forth in the NWM Group's 2018 Annual Report and Accounts and the NWM Group's Registration Document (as approved by the Financial Conduct Authority on 22 March 2019 (as supplemented from time to time, the "Registration Document")). A fuller description of these and other risk factors is included on pages 124 to 133 of the 2018 Annual Report and Accounts and pages 13-31 of the Registration Document.

Financial resilience risk

 
--  The NWM Group is reliant on access to the global capital markets 
     to meet its funding requirements, both directly, and indirectly through 
     its parent for the purchase of its internal MREL. 
--  The NWM Group may not meet the prudential regulatory requirements 
     for capital and liquidity. 
--  The NWM Group may not manage its capital, liquidity and funding effectively, 
     which could have an adverse effect on its financial performance including 
     through the triggering of certain management actions or recovery 
     options. 
--  The NWM Group may not meet financial targets or generate sustainable 
     returns. 
--  Any reduction in the credit rating assigned to RBSG, any of its subsidiaries 
     (including the Bank or other NWM Group subsidiaries) or any of their 
     respective debt securities, could adversely affect the availability 
     of funding for the NWM Group, reduce the NWM Group's liquidity position 
     and increase its cost of funding. 
--  The NWM Group operates in markets that are highly competitive, with 
     increasing competitive pressures and technology disruption. 
--  The NWM Group may be adversely affected if the RBS Group fails to 
     meet the requirements of regulatory stress tests. 
--  The NWM Group has significant exposure to counterparty and borrower 
     risk. 
--  The NWM Group could incur losses or be required to maintain higher 
     levels of capital as a result of limitations or failure of various 
     models. 
--  The NWM Group's financial statements are sensitive to the underlying 
     accounting policies, judgements, estimates and assumptions. 
--  Changes in accounting standards may materially impact the NWM Group's 
     financial results. 
--  The value or effectiveness of any credit protection that the NWM 
     Group has purchased depends on the value of the underlying assets 
     and the financial condition of the insurers and counterparties. 
--  The RBS Group (including the NWM Group) may become subject to the 
     application of UK statutory stabilisation or resolution powers which 
     may result in, among other actions, the write-down or conversion 
     of the NWM Group's Eligible Liabilities. 
 

Operational and IT resilience risk

 
--  The NWM Group is subject to increasingly sophisticated and frequent 
     cyberattacks. 
--  Operational risks are inherent in the NWM Group's businesses, particularly 
     under its new ring-fenced structure. 
--  The NWM Group's operations are highly dependent on its IT systems, 
     and any IT failure could adversely affect the NWM Group. 
--  The NWM Group relies on attracting, retaining, developing and remunerating 
     senior management and skilled personnel (such as market trading specialists), 
     and is required to maintain good employee relations. 
--  A failure in the NWM Group's risk management framework could adversely 
     affect the NWM Group, including its ability to achieve its strategic 
     objectives. 
--  The NWM Group's operations are subject to inherent reputational risk. 
 

Economic and political risk

 
--  The NWM Group faces market risk as a result of increased political 
     and economic risks and uncertainty in the UK and global markets. 
--  Prevailing uncertainty on the terms of the UK's withdrawal from the 
     European Union is adversely affecting the NWM Group. The UK is currently 
     expected to leave the European Union on 31 October 2019. 
--  The RBS Group has executed the core aspects of its plans for continuity 
     of business impacted by the UK's expected departure from the EU, 
     including obtaining certain regulatory permissions on which it will 
     rely going forward. There remains uncertainty (including in respect 
     of the volume and pace of business transfers to NWM NV) as to the 
     final scope and extent of the implementation of these plans and their 
     impact on the NWM Group due to the prevailing political uncertainty. 
--  The NWM Group expects to face significant risks in connection with 
     climate change and the transition to a low carbon economy, which 
     may cause negative financial impacts for the NWM Group. 
--  Continued low interest rates have affected and will continue to affect 
     the NWM Group's business and results. 
--  Changes in foreign currency exchange rates may affect the NWM Group's 
     results and financial position. 
--  HM Treasury (or UKGI on its behalf) could exercise a significant 
     degree of influence over the RBS Group and the NWM Group is controlled 
     by RBSG. 
 

Summary risk factors

Legal, regulatory and conduct risk

 
--  The NWM Group's businesses are subject to substantial regulation 
     and oversight, which are constantly evolving and may adversely affect 
     the NWM Group. 
--  The NWM Group is required to comply with regulatory requirements 
     in respect of its ongoing compliance with the UK ring-fencing regime 
     and to ensure operational continuity in resolution. This has had, 
     and will continue to have, a significant financial impact on the 
     Bank. 
--  The NWM Group is subject to a number of legal, regulatory, and governmental 
     actions and investigations as well as associated remedial undertakings, 
     the outcomes of which are inherently difficult to predict, and which 
     could have an adverse effect on the NWM Group. 
--  The NWM Group may not effectively manage the transition of LIBOR 
     and other IBOR rates to alternative risk free rates. 
--  Changes in tax legislation or failure to generate future taxable 
     profits may impact the recoverability of certain deferred tax assets 
     recognised by the NWM Group. 
 

Independent review report to NatWest Markets plc

We have been engaged by NatWest Markets plc ("the Company" or "the Group") to review the condensed consolidated financial statements in the half-yearly financial report for the six months ended 30 June 2019 which comprise the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement, related Notes 1 to 15, and the Capital and risk management disclosures on pages 5 to 11 for those identified as within the scope of our review (together "the condensed consolidated financial statements"). We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated financial statements.

This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in Note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed consolidated financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements in the half-yearly financial report for the six months ended 30 June 2019 are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority

Ernst & Young LLP

Statutory Auditor

London, United Kingdom

1 August 2019

Statement of directors' responsibilities

We, the directors listed below, confirm that to the best of our knowledge:

 
--  the condensed financial statements have been prepared in accordance 
     with IAS 34 'Interim Financial Reporting'; 
--  the interim management report includes a fair review of the information 
     required by DTR 4.2.7R (indication of important events during the 
     first six months and description of principal risks and uncertainties 
     for the remaining six months of the year); and 
--  the interim management report includes a fair review of the information 
     required by DTR 4.2.8R (disclosure of related parties' transactions 
     and changes therein). 
 

By order of the Board

 
Frank Dangeard  Chris Marks       Richard Place 
      Chairman   Chief Executive   Chief Financial 
                                   Officer 
 

1 August 2018

Board of directors

 
Chairman        Executive directors  Non-executive directors 
Frank Dangeard  Chris Marks          Vivek Ahuja 
                 Richard Place        Brendan Nelson 
                                      Tamsin Rowe 
                                      Sarah Wilkinson 
 

Presentation of information

NatWest Markets Plc (the 'Bank' or 'NWM Plc') is a wholly-owned subsidiary of The Royal Bank of Scotland Group plc (the 'holding company' or 'RBSG'). The 'NWM Group' comprises NWM Plc and its subsidiary and associated undertakings. 'RBS Group' comprises the holding company and its subsidiary and associated undertakings.

The Bank publishes its financial statements in pounds sterling ('GBP' or 'sterling'). The abbreviations 'GBPm' and 'GBPbn' 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 'EUR' represents the 'euro', and the abbreviations 'EURm' and 'EURbn' represent millions and thousands of millions of euros, respectively.

Condensed consolidated financial statements

The unaudited condensed consolidated financial statements for the half year ended 30 June 2019 comprise the following sections of this document:

 
--  Statutory results on pages 12 to 33 comprising the condensed consolidated 
     income statement, condensed consolidated statement of comprehensive 
     income, condensed consolidated balance sheet, condensed consolidated 
     statement of changes in equity, condensed consolidated cash flow 
     statement and the related notes 1 to 15. 
--  Capital and risk management section on pages 5 to 11 as indicated 
     within the scope of the independent review. 
 

The above sections are within the scope of the independent review performed by Ernst & Young LLP (EY). Refer to the Independent review report to The Royal Bank of Scotland Group plc on page 36 for further information.

NatWest Markets Plc legal entity

There is a distinction between the disclosure of the NatWest Markets operating segment performance in the RBS Group's H1 2019 interim results and the NatWest Markets Plc legal entity disclosures in this document:

-- NatWest Markets Plc legal entity includes the Central items & other segment but excludes NatWest Markets N.V..

-- The RBS Group's H1 2019 interim results reports the NatWest Markets segment, including NatWest Markets N.V., but excludes the Central items & other segment.

Changes to the scope of the NWM Group's activities

Further changes are expected regarding the scope of the NWM Group's activities in 2019 resulting from structural changes as part of the RBS Group's strategy. The volume and pace of changes will depend upon the terms and circumstances of the UK's exit from the EU, as well as the specific contractual terms of the affected products and agreement of certain customers, amongst other variables. The main changes include:

Transfers of EEA customers from NWM Plc to NWM N.V.

-- NWM Plc's EEA customers outside the UK and not subject to regulatory exemptions will be transferred to NWM N.V. in phases throughout 2019, facilitated by a court-approved FSMA transfer scheme. Phase I of the transfer scheme resulted in the transfer of GBP5.3 billion of assets and GBP5.7 billion of liabilities from NWM Plc to NWM N.V over the weekend of 23/24 March 2019.

-- NWM N.V. began transacting new business on 25 March 2019 as part of the RBS Group's preparations to ensure continuity of service to EEA customers when the UK leaves the EU. For a significant portion of the transactions that NWM N.V. executes with EEA transfer customers, a corresponding trade-level hedge transaction will be entered into with NWM Plc in order that revenue earned on EEA transfer customers is recognised in NWM Plc.

-- Phase II of the transfer scheme is expected to be implemented throughout the remainder of 2019 and has resulted in a further GBP1.2 billion of assets and GBP1.5 billion of liabilities having been transferred from NWM Plc to NWM N.V. as at 30 June 2019.

Western European corporate portfolio

-- Over time, the RBS Group plans to transfer the majority of its Western European corporate portfolio, which principally covers term funding and revolving credit facilities, from NatWest Bank, currently part of the ring-fenced bank, to both NWM N.V. and NWM Plc. The majority expected to move to NWM N.V.. The Western European portfolio transfers may occur on a bilateral basis as a contract comes up for renewal or refinancing, subject to counterparty agreement. The timing and volume of transfers to each legal entity remains uncertain. As at 30 June 2019, GBP0.1 billion of drawn and GBP0.1 billion of undrawn facilities have transferred from NatWest Bank to NWM Plc.

Presentation of information

-- In connection with any transactions by (i) the Western European corporate portfolio customers that are transferred from NatWest to NWM N.V., and (ii) EEA transfer customers that are transferred from NWM Plc to NWM N.V., in each case if such transactions result in a default exposure of greater than 10% of NWM N.V.'s capital, NWM Plc will provide to NWM N.V. a funded guarantee of up to GBP3.0 billion in aggregate to serve as credit protection for such surplus risk if losses are recognised on such portfolio or transactions. NWM Plc will cash collateralise the funded guarantee in full and deposit funds with NWM NV in an amount equal to the relevant customer transaction exposure as and when such customer transaction is transferred to NWM NV.

Acquisition of NWM N.V. by NWM Plc

-- On 16 June 2019 the merger between Alawwal bank and SABB was completed, resulting in the transfer of the RBS Group's 4.1% economic interest in the merged entity from NWM N.V. to NWM Plc as well as the distribution of the remaining shares from NWM N.V. to its consortium partners.

-- The transaction paves the way for NWM N.V. to become a subsidiary of NWM Plc in H2 2019, subject to regulatory approval.

Non-IFRS financial measures

As described in Note 1 on page 17, NWM Group prepares its financial statements in accordance with IFRS as issued by the IASB which constitutes a body of generally accepted accounting principles (GAAP). The Interim Results contain a number of adjusted or alternative performance measures, also known as non-GAAP or non-IFRS performance measures. These measures are adjusted for certain items which management believe are not representative of the underlying performance of the business and which distort period-on-period comparison. These non-IFRS measures are not measures within the scope of IFRS and are not a substitute for IFRS measures. These measures include:

-- Management analysis of the operating expenses shows strategic costs and litigation and conduct costs in separate lines on Page 2. These amounts are included in staff, premises and equipment and other administrative expenses in the statutory analysis.

-- Funded assets defined as total assets less derivatives. Funded assets are further segregated into core and legacy assets for management view.

-- Management view of core and legacy for income, costs, risk weighted assets and funded assets.

Statutory results

Financial information contained in this document does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 ("the Act"). The statutory accounts for the year ended 31 December 2018 have been filed with the Registrar of Companies. The report of the auditor on those statutory accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Act.

 
Contact 
Richard Coombs   NatWest Markets Investor Relations   +44 (0) 20 7672 1768 
===============  ===================================  ==================== 
 

Forward-looking statements

This document contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, such as statements that include, without limitation, the words 'expect', 'estimate', 'project', 'anticipate', 'commit', 'believe', 'should', 'intend', 'plan', 'could', 'probability', 'risk', 'Value-at-Risk (VaR)', 'target', 'goal', 'objective', 'may', 'endeavour', 'outlook', 'optimistic', 'prospects' and similar expressions or variations on these expressions. These statements concern or may affect future matters, such as NWM Group's future economic results, business plans and current strategies. In particular, this document may include forward-looking statements relating to NWM Group in respect of, but not limited to NWM's regulatory capital position and related requirements, its financial position, profitability and financial performance (including financial, capital and operational targets), its access to adequate sources of liquidity and funding, increasing competition from new incumbents and disruptive technologies, its ongoing compliance with the UK ring-fencing regime and ensuring operational continuity in resolution, its credit exposures under certain specified scenarios, substantial regulation and oversight, ongoing legal, regulatory and governmental actions and investigations, LIBOR, EURIBOR and other benchmark reform and NWM Group's exposure to economic and political risks (including with respect to Brexit and climate change), operational risk, conduct risk, cyber and IT risk, key person risk and credit rating risk. Forward-looking statements are subject to a number of risks and uncertainties that might cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statements. Factors that could cause or contribute to differences in current expectations include, but are not limited to, legislative, political, fiscal and regulatory developments, accounting standards, competitive conditions, technological developments, interest and exchange rate fluctuations and general economic and political conditions. These and other factors, risks and uncertainties that may impact any forward-looking statement or the NWM Group's actual results are discussed in the NWM Group's 2018 Annual Report and Accounts (ARA) and in the NWM Group's Interim Results for H1 2019 (contained herein). The forward-looking statements contained in this document speak only as of the date of this document and NWM Group does not assume or undertake any obligation or responsibility to update any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

Legal Entity Identifier: RR3QWICWWIPCS8A4S074

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR EADPFEASNEAF

(END) Dow Jones Newswires

August 02, 2019 02:01 ET (06:01 GMT)

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