Fitch Affirms the Royal Bank of Scotland Group at 'Bbb+'; Assigns Exp'd 'A-(Exp)' Idr to Adam & Co
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FITCH AFFIRMS THE ROYAL BANK OF SCOTLAND GROUP AT 'BBB+'; ASSIGNS EXP'D 'A-(EXP)' IDR TO ADAM & CO Fitch Ratings-London-29 September 2017: Fitch Ratings has affirmed the Long- and Short- Term Issuer Default Ratings (IDRs) of The Royal Bank of Scotland Group plc (RBSG) at 'BBB +'/'F2'. The Rating Outlook is Stable. At the same time, Fitch has assigned Adam and Company PLC (Adam & Co) an expected Long-Term IDR of 'A-(EXP)', an expected Short-Term IDR of 'F2(EXP)' and an expected VR of 'bbb+(EXP)'. The Rating Outlook on the expected Long-Term IDR is Stable. At the same time, Fitch has placed National Westminster Bank plc's (NatWest) 'BBB+' Long-Term IDR on Rating Watch Positive (RWP) and affirmed its Viability Rating (VR) at 'bbb+'. As part of the review, Fitch affirmed the ratings of RBSG's other main operating subsidiaries. A full list of rating actions is at the end of this rating action commentary. The rating action on NatWest and Adam & Co, which will become RBSG's two main UK-based ring-fenced banks from mid-2018, reflects Fitch's expectation that the two operating banks' Long- Term IDRs will be rated one notch above their VRs from mid-2018, when both banks should have sufficient debt buffers that rank junior to protect the banks' senior creditors from losses after a resolution of the group. Adam & Co's expected Long-Term IDR already reflects the one-notch uplift because Fitch assigns expected ratings at the level expected following the conclusion of the group's reorganisation. NatWest's Long-Term IDR has been placed on RWP because we expect to upgrade it by one notch on completion of the group's reorganisation, when we expect senior holdco debt will be downstreamed into NatWest in a manner that will effectively protect NatWest's external senior creditors. The affirmation of The Royal Bank of Scotland plc (RBS), which will be renamed NatWest Markets Plc and become RBSG's main non-ring-fenced bank, and the Stable Outlook reflects Fitch's expectation that the bank's IDR will not be affected by the changes to the group's structure in connection with complying with UK ring-fencing rules by 2019. The group has set up a new intermediate holding company, NatWest Holdings Limited (NWH), which will house a large majority of RBSG's operations inside its ring-fenced group. Adam & Co is currently a subsidiary of RBS, through NWH. In mid-2018, RBSG plans to transfer most of RBS's retail and commercial customers to Adam & Co, which will be renamed RBS. At the same time, RBS will be renamed NatWest Markets Plc and together with The Royal Bank of Scotland International Limited (RBSIL) will be the non-ring-fenced banks. KEY RATING DRIVERS IDRS, VRs, DERIVATIVE COUNTERPARTY RATING (DCR) AND SENIOR DEBT - RBSG, RBS, NATWEST AND ADAM & CO RBSG's VR and IDRs are equalised with the ratings of its main operating banks and are based on the group's consolidated financial profile, which is primarily driven by the group's retail and corporate banking operations. The ratings also reflect RBSG's role as a holding company, and take into account the absence of holding company double leverage. RBS's and NatWest's IDRs, senior debt rating and RBS's DCR are driven by their VRs. Fitch assigns common VRs to these two operating banks as they are managed as a group and are highly integrated. Adam & Co's expected VR is based on Fitch's expectation that Adam & Co and NatWest will be assigned common VRs when the group restructuring has been finalised. Adam & Co's expected Long-Term IDR is rated one notch above its expected VR because Fitch expects that the buffer of qualifying junior debt (QJD) and debt issued to the holding company will be sufficient to protect the bank's external senior creditors from losses after a resolution by the time Fitch will assign final ratings to the entity, most likely in mid-2018. This expectation of sufficient debt buffers also drives the RWP on NatWest's Long-Term IDR and senior debt long-term rating. The Stable Outlook on RBS, which will become NatWest Markets and will be outside the ring- fence, reflects Fitch's expectation that its Long-Term IDR will not benefit from any debt buffer. The VRs primarily reflect further improvements in the group's risk profile and Fitch's view that capitalisation provides a sizeable buffer for the remaining expected conduct charges and other non- operating costs. The ratings also reflect the remaining challenges the group faces. These challenges include uncertainty over the timing and size of potential fine for legacy U.S. RMBS activities and the ongoing restructuring of the group. RBSG has resolved a number of outstanding issues during 2017. This included a GBP4.2 billion settlement with the U.S. Federal Housing Finance Agency (FHFA) in July 2017 and the approval from the European Commission under EU State aid rules that RBS no longer needs to divest Williams & Glyn. RBSG's capitalisation has a high influence on the VRs. The group's end-1H17 common equity Tier 1 (CET1) ratio improved to 14.8% (end-2016: 13.4%). The increase was driven by GBP939m attributable profit and RWA reductions in core businesses. The group's CET1 ratio still remains above its medium-term target of 13% and provides a cushion for the expected conduct and litigations charges, notably further U.S. RMBS-related fines. In Fitch's opinion, profitability is a key weakness and remains under significant pressure from high conduct and restructuring costs. The latter are mainly related to the restructuring of the corporate and investment banking business, expenses incurred to meet UK ring-fencing requirements, and the implementation of the group's transformation and simplification programme. Excluding these costs, we believe that the group's underlying business is profitable. However, depending on the timing and size of RMBS-related fines, Fitch expects the group to report losses in 2017 and possibly in 2018. In the longer term, we expect RBSG to generate less volatile and stronger profits if it manages to successfully execute its turn-around strategy. The group is set to benefit from a strong UK franchise where it has leading market shares within the SME, retail and medium-sized corporate segments. For now, the continuing restructuring of the group weighs on our overall assessment of the group's company profile, management and strategy relative to UK peers, all of which constrain the ratings. The proportion of impaired loans on its balance sheet is still higher than its UK peers, to a large extent because of weak asset quality in its Ireland-based operations, but the results of the 2016 Bank of England stress testing indicated that the asset quality of RBSG's core domestic portfolio would be resilient to a severe stress. At end-1H17, the group reported a 2.8% gross impaired loan ratio (end-2016: 3.15%) with the improvement primarily reflecting further disposals in Capital Resolution. A large portion of its problem assets are in Ireland, where residential mortgage loans remain part of its core activities but are significantly underperforming in terms of delinquencies and profitability. Fitch considers the group's funding balanced, with an improved match between the maturities of its assets and liabilities, and only moderate reliance on wholesale markets, and a large, high-quality liquidity buffer. The minimum requirement for own funds and eligible liabilities set by the Bank of England, equivalent to 23.5% of the group's RWAs by 2022, suggests that the group will be an active issuer of eligible debt, including senior debt issued by RBSG, over the next few years. RBS's DCR is at the same level as the Long-Term IDR because derivative counterparties to have preferential status over other senior obligations in a resolution scenario. SUPPORT RATING AND SUPPORT RATING FLOOR - RBSG, RBS, NATWEST AND ADAM & CO Support Ratings (SR) and Support Rating Floors (SRF) reflect Fitch's view that senior creditors cannot rely on extraordinary support from the sovereign in the event they become non-viable. In our opinion, the UK has implemented legislation and regulations to provide a framework that is likely to require senior creditors participating in losses for resolving even large banking groups. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of all subordinated debt and hybrid securities issued by RBSG companies are notched down from the common VR assigned to individual group companies, reflecting Fitch's assessment of their incremental non-performance risk relative to their VRs (up to three notches) and assumptions around loss severity (one or two notches). These features vary considerably by instrument. Subordinated debt with no coupon flexibility is notched down once from the VR for incremental loss severity. Legacy Upper Tier 2 subordinated debt is notched down three times (once for loss severity and twice for incremental non- performance risk). Legacy Tier 1 and preferred stock is notched down either four or five times, dependent on incremental non-performance risk (twice for loss severity and either two or three times for incremental non-performance risk). Additional Tier 1 instruments (contingent convertible capital notes) are notched five times (twice for loss severity and three times for incremental non- performance risk) given their fully discretionary coupon payment. SUBSIDIARY - RBS NV, RBSIL, RBSSI AND UBL The IDRs, DCR and SR of RBS Securities Inc. (RBSSI), the group's U.S. broker-dealer, are based on institutional support from the parent and the IDRs are equalised with RBSG's IDRs, reflecting Fitch's view that RBSSI's activities are core to the group's strategy, and that the ability to support RBSSI, relative to RBSG's financial resources, is easily manageable.