The Royal Bank of Scotland plc

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1 CREDIT OPINION The Royal Bank of Scotland plc Post rating action update New Issue Summary The senior unsecured debt ratings of the Royal Bank of Scotland plc (RBS plc), the Dutch entity Royal Bank of Scotland N.V. (RBS NV), National Westminster Bank plc (NatWest Bank), and Ulster Bank Limited (UBL) are A3 and their corresponding short-term debt ratings are rated Prime-2. Their long-term deposit ratings are A2 and their corresponding short-term deposit ratings are rated Prime-1. RATINGS The Royal Bank of Scotland plc Domicile United Kingdom Long Term Debt A3, Possible Downgrade Type Senior Unsecured - Fgn Curr Long Term Deposit A2, Possible Downgrade Type LT Bank Deposits - Fgn Curr Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Contacts Alessandro Roccati Senior Vice President alessandro.roccati@moodys.com Laurie Mayers Associate Managing Director laurie.mayers@moodys.com Nick Hill MD-Banking nick.hill@moodys.com Maxwell Price Associate Analyst maxwell.price@moodys.com CLIENT SERVICES Americas Asia Pacific Japan EMEA On 30 January 2018, we placed on review for downgrade the ratings, the baseline credit assessments (BCAs), and the long and short term counterparty risk assessments (CRAs) of RBS plc and RBS NV; we also placed on review for upgrade the long-term ratings, baseline credit assessments and long-term CRAs of the NatWest Bank and UBL. The review for downgrade of RBS plc and RBS NV and the review for upgrade of NatWest Bank and UBL reflect our view of the likely impact on the banks of forthcoming ring-fencing regulations. We expect to conclude these reviews by April 2018 ahead of the legal separation of the group's ring-fenced banks later in the year and the entry into force of the legislation on 1 January Concurrently, we assigned provisional long-term and short-term deposit ratings of (P)A1/ (P)Prime-1, CRAs of Aa3(cr)/Prime-1(cr) and a BCA of baa1 to Adam and Company plc (Adam & Co), one of the future ring-fenced banks of The Royal Bank of Scotland Group (RBSG, LT senior unsecured debt rating Baa3 stable). Adam & Co s provisional baa1 standalone BCA and a baa1 adjusted BCA, reflect the bank's fundamentals benefiting from: (1) moderate asset risk, with legacy exposures mitigated by the bank's predominantly retail and small business lending activities; (2) robust capitalisation and modest leverage; (3) the strong funding profile and ample liquidity of the ring-fenced sub-group; (4) good and stable profits from the retail and business banking activities, underpinned by the bank's strong franchise in Scotland, albeit challenged by the weakening operating conditions in the UK and possible further conduct costs and 5) a very high probability of capital and liquidity support from its UK ring-fenced sister companies. Adam & Co will be conducting retail and commercial banking business across the UK following the implementation of ring-fencing.

2 Credit strengths and Challenges»» The implementation of ring-fencing in the UK will lead to structural changes and have credit implications for RBS plc, RBS NV, NatWest Bank and UBL. Rating outlook The review for downgrade of RBS plc and RBS NV and the review for upgrade of NatWest Bank and UBL reflect our view of the likely impact on the banks of forthcoming ring-fencing regulations. NatWest Bank s and UBL s ratings review for upgrade reflects our view that these entities credit profile will strengthen, as they will be responsible for retail and SME activities in England, Wales and Northern Ireland, and will have a more deposit-based funding profile. RBS plc s and RBS NV s ratings review for downgrade reflects the likelihood that the entities credit profiles will weaken as they will retain the group s capital markets and wholesale activities, while safer retail, SME and corporate banking activities are moved to the group s RFBs. RBS plc will hold a sizeable trading and repo book, will provide broker-dealer capabilities and will be largely market funded. Adam & Co ratings are provisional and therefore do not carry an outlook. Factors that could lead to an upgrade» An upgrade of RBS plc s and RBS NV ratings is unlikely, given that these entities are currently under review for downgrade. However, the ratings of RBS plc and RBS NV could be upgraded if RBS plc were not to proceed with the planned reorganization and if it returns to sustainable profitability, generates capital organically and successfully completes its multi-year restructuring exercise.» The ratings of NatWest Bank and UBL would be upgraded if, as expected, RBSG s reorganization results in a concentration of UK retail and commercial banking activities in the ring-fenced subgroup. Moody s views these activities as intrinsically lower risk, being a source of more predictable earnings and benefiting from stable deposit-based funding.» Adam & Co's provisional baa1 BCA could be upgraded if the bank s ultimate asset risk profile were likely to be much stronger than Moody s currently expects, and/or if profitability and capitalisation were to be significantly higher. A higher BCA would however only likely lead to a rating upgrade if the agency also expected similar improvements at the ring-fenced sub-group. An upgrade of Adam & Co's long-term deposit rating could also result from a higher-than-expected stock of more junior bail-in-able liabilities at the ring-fenced sub-group that would provide greater protection for the bank s junior depositors. Factors that could lead to a downgrade» The ratings of RBS plc and RBS NV would be downgraded if, as expected, RBSG's reorganization results in a concentration of its capital markets activities in these entities. Moody's views these activities as typically riskier and more confidence sensitive than retail and commercial banking.» A downgrade of NatWest Bank s and UBL s ratings is unlikely, given that these entities are currently under review for upgrade. However, the ratings of NatWest Bank and UBL could be downgraded if RBS plc were not to proceed with the planned reorganisation, and if its asset risk, capital and profitability were to be negatively affected by a significant deterioration in the UK operating environment beyond Moody s base case scenario. This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on for the most updated credit rating action information and rating history. 2

3 » Adam & Co's provisional baa1 BCA could be downgraded in the event of: (1) a deterioration in operating conditions in the UK, beyond Moody's current expectations, leading to higher asset risk and lower profitability; (2) a material weakening of the subgroup s liquidity profile; (3) a decline in capitalisation; or (4) large losses from its book of legacy assets. A lower BCA would lead to a rating downgrade if such weaknesses were also replicated at the ring-fenced sub-group, or if the planned intra-group capital and liquidity support mechanisms were weaker than anticipated. The ratings could also be downgraded due to a reduction in the stock of bail-in-able liabilities that would reduce the degree of protection for junior depositors. Key indicators Exhibit 1 The Royal Bank of Scotland plc (Consolidated Financials) [1] Total Assets (GBP billion) Total Assets (EUR billion) Total Assets (USD billion) Tangible Common Equity (GBP billion) Tangible Common Equity (EUR billion) Tangible Common Equity (USD billion) Problem Loans / Gross Loans (%) Tangible Common Equity / Risk Weighted Assets (%) Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) Net Interest Margin (%) PPI / Average RWA (%) Net Income / Tangible Assets (%) Cost / Income Ratio (%) Market Funds / Tangible Banking Assets (%) Liquid Banking Assets / Tangible Banking Assets (%) Gross Loans / Due to Customers (%) , CAGR/Avg , [1] All figures and ratios are adjusted using Moody's standard adjustments [2] Basel III - fully-loaded or transitional phase-in; IFRS [3] Basel II; IFRS [4] May include rounding differences due to scale of reported amounts [5] Compound Annual Growth Rate (%) based on time period presented for the latest accounting regime [6] Simple average of periods presented for the latest accounting regime. [7] Simple average of Basel III periods presented Source: Moody's Financial Metrics Profile RBS is a UK-based banking and financial services company, headquartered in Edinburgh. RBS provides a wide range of products and services to personal, commercial and large corporate and institutional customers through its two main subsidiaries, The Royal Bank of Scotland and NatWest, as well as through a number of other well-known brands including Ulster Bank and Coutts. Detailed credit considerations The implementation of ring-fencing in the UK will lead to structural changes and have credit implications for RBS plc, RBS NV, NatWest Bank and UBL RBS plc will transfer most of its Personal & Business Banking and Commercial & Private Banking operations to a ring-fenced banking subgroup (under an intermediate holding company, NatWest Holdings Ltd), which will account for around 80% of group risk-weighted assets. The ring-fenced bank sub-group will include NatWest Bank, Ulster Bank Ireland DAC (LT deposits Baa2 stable RUR up), UBI, Coutts & Company (unrated) and Adam & Co (to be renamed The Royal Bank of Scotland plc at the time as the legal transfer of assets and liabilities), which will carry out retail & commercial banking across Scotland, England & Wales through the Royal Bank of Scotland brand and branch network. The group's capital market activities will remain with RBS plc, which will be renamed NatWest Markets Plc (NatWest Markets) at the time of the legal transfer of assets and liabilities. RBS International (RBSI), a subsidiary of RBSG, will retain mostly retail and commercial activities in the UK's Crown Dependencies. 3

4 We currently align the ratings of NatWest Bank and RBS NV with those of the current RBS plc (to be renamed NatWest Markets). Under ring-fencing, NatWest Bank, which will be the largest ring-fenced bank in the ring-fenced sub group, will have a stronger credit profile as it will retain mostly retail and SME activities, and have a more deposit-based funding profile. Conversely, NatWest Markets will have a significantly weaker credit profile as it will become the entity of the group retaining capital markets and wholesale activities. As such, it will be largely market funded, have a sizeable trading and repo book, and will provide broker-dealer capabilities. RBS NV will also show a weaker credit profile, because of its largely wholesale and capital markets activities. Notching Considerations Loss Given Failure We apply our advanced Loss Given Failure (LGF) analysis to RBS plc because it is domiciled in the UK, which we consider as an operational resolution regime, following the implementation of the EU Bank Resolution and Recovery Directive (BRRD). Our standard assumptions, which are applied to RBS plc, RBS NV, NatWest Bank and UBL, assume: (1) residual tangible common equity at failure of 3% of tangible banking assets, (2) losses post-failure of 8% of tangible banking assets, (3) junior wholesale deposits accounting for 26% of the bank's total deposit book, (4) a 25% run-off in junior wholesale deposits, (5) a 5% run-off in preferred deposits, and (6) a 25% probability of deposits being preferred to senior unsecured debt. These assumptions could change post-ringfencing implementation. For RBS plc, RBS NV, NatWest Bank and UBL, our LGF analysis currently suggests a three-notch uplift for deposits and a two-notch uplift for the senior unsecured debt from the bank s adjusted BCA: the volume of loss absorbing debt supporting senior debt under Advanced LGF analysis has reduced faster than our original estimates and is now below the level consistent with the prior notching. For junior securities our LGF analysis confirms a high level loss-given-failure, given the small volume of debt and limited protection from more subordinated instruments and residual equity. We also incorporate additional notching for junior subordinated and preference share instruments reflecting coupon suspension risk ahead of failure. Our initial LGF analysis for Adam & Co, suggests a two-notch uplift for deposits from the bank s provisional adjusted BCA of baa1. Government Support We expect a moderate probability of government support for RBS plc s, RBS NV s, NatWest Bank s and UBL s deposits and senior unsecured debt, resulting in a one-notch uplift. For other junior securities, we continue to apply a low government support assumption resulting in no uplift. We also expect a moderate probability of government support for Adam & Co s deposits, resulting in a one-notch uplift from the preliminary rating assessment (PRA). 4

5 Ratings Exhibit 2 Category THE ROYAL BANK OF SCOTLAND PLC Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Counterparty Risk Assessment Senior Unsecured Subordinate Jr Subordinate -Dom Curr Commercial Paper Other Short Term Moody's Rating A2/P-11 A2(cr)/P-1(cr)1 A32 Ba21 Ba2 (hyb)2 P-22 (P)P-22 PARENT: THE ROYAL BANK OF SCOTLAND GROUP PLC Senior Unsecured Subordinate Jr Subordinate Pref. Stock Non-cumulative Pref. Shelf Non-cumulative Commercial Paper Other Short Term Stable Baa3 Ba2 Ba2 (hyb) Ba3 (hyb) (P)Ba3 P-3 (P)P-3 NATIONAL WESTMINSTER BANK PLC Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Counterparty Risk Assessment Issuer Rating Senior Unsecured Shelf Subordinate -Dom Curr Jr Subordinate Pref. Stock Non-cumulative -Dom Curr Preference Shelf Commercial Paper A2/P-11 A2(cr)/P-1(cr)1 A32 (P)A32 Ba12 Ba2 (hyb)2 Ba3 (hyb)2 (P)Ba22 P-22 [1] Rating(s) within this class was/were placed on review on January [2] Placed under review for possible downgrade on January Source: Moody's Investors Service 5

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7 Contacts Nick Hill MD-Banking CLIENT SERVICES Alessandro Roccati Senior Vice President 7 Laurie Mayers Associate Managing Director Americas Asia Pacific Japan EMEA