The Royal Bank of Scotland Group plc - NatWest Group ...

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The Royal Bank of Scotland Group plc
                                 Primary Credit Analyst:
                                 Richard Barnes, London (44) 20-7176-7227; richard.barnes@spglobal.com

                                 Secondary Contact:
                                 Pierre Gautier, Paris (33) 1-4420-6711; pierre.gautier@spglobal.com

                                 Table Of Contents

                                 Major Rating Factors

                                 Outlook

                                 Rationale

                                 Related Criteria

                                 Related Research

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The Royal Bank of Scotland Group plc

    Major Rating Factors
                                                                                      Issuer Credit Rating
                                                                                      BBB/Stable/A-2

      Strengths:                                               Weaknesses:

      • Leading positions in core markets, particularly U.K.   • Returns and cost efficiency lag some peers', but
        retail and commercial banking.                           show improvement toward management's 2020
                                                                 targets.
      • Long restructuring process is close to completion
        and has addressed most legacy risks and refocused      • Geographic concentration in the U.K. and Ireland,
        the business model.                                      where Brexit brings a risk of weaker economic
                                                                 conditions.
      • Sound funding and liquidity profiles.
                                                               • Exposure to political developments due to continued
                                                                 majority ownership by the U.K. government.

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       Outlook

       The stable outlook on The Royal Bank of Scotland Group plc (RBSG) reflects our expectation that RBSG will
       maintain robust balance sheet metrics and strengthen its earnings toward management's targets. We anticipate
       that it will return further capital to shareholders through dividends and buybacks, and our risk-adjusted capital
       (RAC) ratio will be about 9.5%-10.0% at year-end 2021. We expect that credit impairments will gradually normalize
       from the current low level, but overall asset quality will remain sound.

       Upside scenario

       Having recently raised the ratings, we are unlikely to consider a further upgrade in the near term. However, it is
       possible during our two-year outlook horizon if we gain more visibility on the U.K. economy following Brexit, and
       RBSG demonstrates a stronger and more consistent business position. The latter would include greater business
       stability and a more predictable performance level, including enhanced earnings contributions from the capital
       markets and Irish bank subsidiaries. We could also raise the ratings if RBSG maintains a stronger capital position
       than we currently expect.

       Downside scenario

       We could lower the ratings if we become less confident in RBSG's strategic execution and ability to achieve
       stronger earnings. Adverse developments in the U.K. economic or political environments could also lead to a
       downgrade, such as if we see greater likelihood of a disruptive Brexit process that could challenge RBSG's asset
       quality. Given the U.K. government's majority shareholding, we could also lower the ratings if we see an increasing
       risk of greater political intervention in RBSG's activities, to the detriment of creditors.

    Rationale
    We raised the ratings on RBSG and its subsidiaries in May 2019 in recognition of the group's stronger credit
    fundamentals following a long period of restructuring and refocusing. Its £585 billion funded balance sheet at March
    31, 2019, was about one-half of the level at the peak of the global financial crisis. It has addressed the majority of
    legacy assets and legal risks, maintained a robust capital position, and laid the foundations for improved cost efficiency
    and earnings. As a result, we believe RBSG's creditworthiness has become more comparable with peers, and we
    position its unsupported group credit profile (UGCP) in line with our 'bbb+' anchor rating for U.K. banks.

    Although RBSG and its U.K. peers have strengthened their balance sheets, we think that some potential Brexit
    outcomes could lead to a more challenging operating and wholesale funding environment. This could lower customer
    activity, weigh on the net interest margin, and weaken asset quality beyond our current, relatively benign expectations.

    Like its major domestic peers, RBSG has operated under the U.K. ring-fencing regime since January 2019. Although
    ring-fencing incrementally weakens the fungibility of group resources and adds some ongoing frictional costs, we do
    not regard it as a materially negative factor for the group's overall creditworthiness. The long-term issuer credit ratings
    (ICRs) on the NatWest Markets subsidiaries outside the ring-fence are one notch lower than the U.K. ring-fenced

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The Royal Bank of Scotland Group plc

    banks, because we see them as slightly less integral to the group.

    Anchor:'bbb+' for banks operating mainly in the U.K.
    We use our Banking Industry Country Risk Assessment economic and industry risk scores to determine the starting
    point, or anchor, for assigning an ICR. U.K.-based clients comprise more than 80% of RBSG's loans, and Ireland is its
    main international market.

    We view the economic risk trend for the U.K., as it affects its domestic banking sector, as stable. Although economic
    growth will remain lackluster, and may well decline in a disruptive Brexit scenario, the sector as a whole is now much
    more resilient to a tougher operating environment thanks to the steady strengthening of U.K. banks' balance sheets
    over the past decade and the reduction of pockets of risk and legacy assets at the large and diversified banks. An
    orderly Brexit with a transitional arrangement is still our base case. However, the risk of a disorderly Brexit has
    increased. If such a scenario materializes, or becomes likely, and we see a severe economic shock looming, we could
    make a negative revision to the U.K. economic risk score or consider that the economic risk trend had become
    negative.

    We view the U.K. banking industry risk trend as stable. The domestic reform agenda is well advanced, and banks have
    clarity on their future regulatory environment. Banks have adapted to the ring-fencing of retail and small and midsize
    enterprise deposits, which took legal effect from January 2019. We assume that past changes in regulatory structures
    will now continue to support market discipline, constrain risk appetites, curb adventurous management strategies,
    encourage a better conduct and compliance agenda, and still enable the banking industry to yield adequate
    profitability. We see limited downside to our industry risk assessment in our base case, though implicit in our
    assessment is the expectation that the industry continues on its path toward consistent statutory profitability and a
    return to earnings above the cost of capital.

    Table 1
     The Royal Bank of Scotland Group PLC Key Figures
                                            --Year-ended Dec. 31--

     (Mil. £)                     2018      2017      2016       2015       2014
     Adjusted assets           687,619    731,513   792,176   808,871   1,042,399
     Customer loans (gross)    328,792    326,998   327,478   315,111    412,801
     Adjusted common equity      31,755    34,219    33,091    39,297     19,085
     Operating revenues          12,931    12,924    12,522    13,446     14,720
     Noninterest expenses         7,322     7,522     8,061     8,522      9,885
     Core earnings                2,777     3,113     2,817     5,628      4,278

    Business position: Focus on domestic retail and commercial banking
    Our assessment of RBSG's business position balances our view of its strong franchises in core markets with its
    elongated and costly restructuring, which is close to completion but still impacts profitability. We also take account of
    the current relative underperformance of the Ulster Bank Ireland and NatWest Markets divisions.

    RBSG is a leading competitor across U.K. retail and commercial banking, which contributes the majority of revenue
    (see chart 1). It is also present in Irish retail and commercial banking through Ulster Bank Ireland. It operates in private

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The Royal Bank of Scotland Group plc

    banking mostly under the Coutts brand, and in capital markets under the NatWest Markets brand, which focuses on
    providing rates, currencies, and financing services to corporate and institutional clients in core markets. Royal Bank of
    Scotland International is headquartered in Jersey and primarily operates across the U.K. offshore islands.

     Chart 1

    RBSG's strategic plan indicates that its business mix is unlikely to change materially. It intends to source about 90% of
    revenue from the U.K., and allocate about 85% of regulatory risk-weighted assets (RWAs) to retail and commercial
    banking activities. RBSG generates about one-third of revenue from fees, commissions, and other non-interest income,
    indicating reasonable business diversity aside from lending and deposit-taking activities. In contrast, geographic
    diversity is limited because RBSG has largely retrenched to the U.K. and Ireland.

    Following nine consecutive annual losses in 2008-2016 as legacy costs overwhelmed the earnings power of its core
    franchise, RBSG has returned to profitability but still lags better-performing peers. We expect its earnings will
    strengthen over our two-year outlook horizon toward management's targets. RBSG's ambitions for 2020 include a
    return on tangible equity of at least 12% (up from 8.3% in first-quarter 2019) and a cost-to-income ratio below 50%
    (from 63.4% in first-quarter 2019). We see these aims as ambitious but achievable, assuming no large-scale one-off
    charges and a favorable revenue environment. In particular, the cost efficiency target implies a considerable
    improvement from current levels (see chart 2).

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The Royal Bank of Scotland Group plc

     Chart 2

    Our business position assessment incorporates a generally favorable view of RBSG's management team. Its priorities
    include improving cost efficiency, continuing innovation and digitalization, and achieving sustainable balance sheet
    and revenue growth. Customer satisfaction is also a focus since RBSG lags peers on net promotor score metrics, partly
    due to reputational damage following the government bailout and customer discontent with a recent branch closure
    program. Following five and a half years in the role, RBSG's CEO Ross McEwan plans to step down after an orderly
    handover to his successor. We do not expect this will change the group's strategy, and we see a strong possibility that
    the new CEO will be an internal candidate, just as the CFO was succeeded last year by his former deputy.

    RBSG's differentiated digital strategy includes new, separately-branded propositions including Mettle for business
    customers and Bó in the retail market. We see these launches partly as a mitigant to the industrywide strategic risk
    that fintechs gain material market share from large incumbent bank brands. The start-up costs and break-even points
    of these propositions appear low in the context of RBSG's overall resources.

    The U.K. government injected £45.5 billion of capital into RBSG in 2008-2009 and still owns 62% of the group's
    common equity. The government's budget indicates that it plans to fully exit this stake by 2024, later than previously
    planned, through buybacks and market placements. In our view, there has been limited government influence on
    RBSG's activities to date. However, we note that the opposition Labour party has suggested retaining RBSG in public
    ownership to maintain U.K. corporates' and households' access to banking services such as branches. Accordingly, we
    think RBSG's credit profile could be influenced by future political developments, at least while it remains majority

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    owned by the government. At this stage, there is insufficient information to assess whether the Labour party's proposal
    could affect RBSG's credit profile, either positively or negatively.

    We consider that RBSG's closest domestic peers are Lloyds Banking Group plc ('a-' UGCP), Barclays PLC ('bbb+'),
    Santander UK Group Holdings plc ('bbb+'), and Nationwide Building Society ('a-'). It also competes with the U.K.
    ring-fenced and non-ring-fenced subsidiaries of HSBC Holdings plc ('a+'). Internationally, peers with similar UGCPs
    and business models include Commerzbank AG ('bbb+'), Danske Bank A/S ('a-'), and Société Générale ('a-'). Most
    peers completed business restructurings earlier than RBSG and have achieved stronger and more consistent
    performance levels.

    Table 2
     The Royal Bank of Scotland Group PLC Business Position
                                                                            --Year-ended Dec. 31--

     (%)                                                           2018     2017      2016           2015     2014
     Total revenues from business line (mil. £)                   13,474   13,175    12,993      15,387      15,337
     Commercial banking/total revenues from business line           25.0     26.4      26.3          21.1      20.9
     Retail banking/total revenues from business line              N/A      N/A        N/A           N/A        0.0
     Trading and sales income/total revenues from business line     10.7      8.0      12.1           9.9      25.7
     Other revenues/total revenues from business line               13.1     11.8       6.6          22.4       1.5
     Investment banking/total revenues from business line           10.7      8.0      12.1           9.9      25.7
     Return on average common equity                                 2.8      1.8     (15.6)         (5.3)   (12.5)

     N/A--Not applicable.

    Capital and earnings: Shareholder distributions move ratios toward management targets
    RBSG maintained its capital metrics at high levels while it was loss-making and faced material legacy risks. Now that
    tail-risks to the balance sheet have substantially diminished, RBSG's focus has turned to reducing the surplus capital it
    currently holds in excess of regulatory requirements. In 2018, it paid its first dividend in 10 years, and we assume
    further material distributions to shareholders in our capital projections. At year-end 2021, we expect our RAC ratio will
    be at the top of the 7%-10% range that is consistent with an adequate assessment of capital and earnings.

    Our view of risks to RBSG's capitalization reduced in 2018 following its $4.9 billion civil settlement with the U.S.
    Department of Justice (DoJ) to resolve litigation regarding legacy residential mortgage-backed securities (RMBS). Also
    in 2018, it contributed £2.0 billion to the employee pension scheme to close the actuarial deficit, with a further £1.5
    billion of dividend-linked contributions potentially payable from 2020.

    RBSG reported a 16.2% fully-loaded common equity tier-1 (CET1) ratio at March 31, 2019, and it targets about 14% at
    year-end 2021. It returned virtually all of its 2018 net attributable profit to shareholders through ordinary and special
    dividends. In February 2019, RBSG's shareholders authorized the repurchase of up to 4.99% of its common equity
    capital from the U.K. government in any 12-month period. These directed buybacks will be completed at the
    government's discretion, and we assume RBSG will resort to further special dividends if the government chooses not to
    proceed.

    Our RAC ratio was 10.7% at year-end 2018 (see table 3). Consistent with the CET1 trajectory that RBSG has outlined,

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The Royal Bank of Scotland Group plc

    we project that the RAC ratio may fall in to the 9.5%-10.0% range at year-end 2021.

    Table 3
     The Royal Bank of Scotland Group plc Risk-Adjusted Capital Framework Data
                                                                        Basel III   Average Basel III                                 Average S&P
                                                    Exposure*              RWA               RW(%)         S&P Global RWA            Global RW (%)

     (Mil. £)
     Credit risk
     Government & central banks                        152,721             4,514                    3.0                 2,225                     1.5
       Of which regional governments and                    170              141                   82.9                     6                     3.6
       local authorities
     Institutions and CCPs                               24,896            8,634                   34.7                 5,759                    23.1
     Corporate                                         160,317            81,795                   51.0              143,253                     89.4
     Retail                                            220,661            42,429                   19.2              111,081                     50.3
       Of which mortgage                               178,220            23,507                   13.2               66,844                     37.5
     Securitization§                                     14,918            2,970                   19.9                 7,115                    47.7
     Other assets†                                        8,734            5,548                   88.0               12,438                    142.4
     Total credit risk                                 582,246           145,890                   25.1              281,872                     48.4

     Credit valuation adjustment
       Total credit valuation adjustment                      --           2,450                      --                7,459                       --
     Market Risk
     Equity in the banking book                             548            3,123                  186.0                 1,358                   247.6
     Trading book market risk                                 --          14,837                      --              21,813                        --
       Total market risk                                      --          17,960                      --              23,171                        --

     Operational risk
       Total operational risk                                 --          22,391                      --              26,633                        --

                                                                        Basel III    Average Basel II                              % of S&P Global
                                                     Exposure              RWA               RW (%)        S&P Global RWA                    RWA

     Diversification adjustments
     RWA before diversification                               --         188,691                      --             339,135                    100.0
     Total Diversification/ Concentration                     --               --                     --             (27,439)                    (8.1)
     Adjustments
     RWA after diversification                                --         188,691                      --             311,696                     91.9

                                                                                                             Total adjusted        S&P Global RAC
                                                                   Tier 1 capital     Tier 1 ratio (%)               capital              ratio (%)

     Capital ratio
     Capital ratio before adjustments                                     36,223                   19.2               36,300                     10.7
     Capital ratio after adjustments‡                                     36,223                   19.2               36,300                     11.6

     *Exposure at default. §Securitization exposure includes the securitization tranches deducted from capital in the regulatory framework. †Exposure
     and S&P Global Ratings’ risk-weighted assets for equity in the banking book include minority equity holdings in financial institutions.
     ‡Adjustments to Tier 1 ratio are additional regulatory requirements (e.g. transitional floor or Pillar 2 add-ons). RWA--Risk-weighted assets.
     RW--Risk weight. RAC--Risk-adjusted capital. Sources: Company data as of Dec. 31 2018, S&P Global Ratings.

    RBSG's reported pretax earnings improved by 50% to £3.4 billion in 2018, primarily due to lower operating and
    strategic costs. Its £1.0 billion pretax earnings in first-quarter 2019 were 16% lower year-on-year due to ongoing

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    margin compression, particularly in U.K. mortgages, and lower capital market revenue. Operating costs were lower in
    absolute terms in first-quarter 2019, and the pace of this decline should accelerate later in the year.

    Key elements of our base case RAC projection in 2019-2021 include the following:

    • Strengthening profitability, with statutory pretax earnings increasingly steadily to over £5 billion in 2021.

    • Aggregate strategic, conduct, and litigation charges falling to about £0.5 billion in 2020 and about £0.2 billion in
      2021.

    • An absolute reduction in core operating expenses as part of the group's cost-cutting efforts.

    • A potential gain from the minority equity stake in Saudi bank Alawwal, which is on course to complete a merger
      with local peer SABB in June 2019. This transaction will boost RBSG's CET1 ratio by about 40 basis points (bps) as
      it ceases the proportional regulatory consolidation of Alawwal. The transaction should also release a large positive
      foreign exchange reserve into earnings, which is capital-neutral.

    • Ongoing margin pressure from U.K. residential mortgage competition. Any interest rate increases by the Bank of
      England may offer some mitigation through higher earnings on the structural balance sheet hedge and product
      repricing opportunities.

    • Under the alternative remedies scheme agreed to meet EU state aid requirements, RBSG is incentivizing about
      200,000 small business customers to transfer their loans and deposits to other banks. This will involve some loss of
      recurring revenue but RBSG will remain a leading player in U.K. commercial banking. RBSG provided for the one-off
      costs of the scheme in 2016-2017.

    • A loan loss rate normalizing from current low levels to about 30bps in 2021. While U.K. unemployment stays low
      and monetary policy remains accommodative, we expect borrowers' repayment capacity will remain sound.

    • Broadly flat S&P Global Ratings' RWAs as new lending in the core businesses offsets the run-off of remaining legacy
      assets.

    • Continued ordinary dividend payments supplemented by share buybacks and special dividends.

    We see the quality of capital as satisfactory. In addition to adjusted common equity, total adjusted capital (TAC)--the
    numerator of the RAC ratio--incorporates contingent convertible additional tier-1 (AT1) instruments and a legacy
    equity preference share issue. In aggregate, these hybrids represent 13% of TAC.

    Table 4
     The Royal Bank of Scotland Group PLC Capital And Earnings
                                                                     --Year-ended Dec. 31--

     (%)                                                    2018    2017        2016          2015     2014
     Tier 1 capital ratio                                   18.4     17.9        15.2         16.3      11.2
     S&P Global Ratings’ RAC ratio before diversification   10.7     11.2         9.9         11.7       9.4
     S&P Global Ratings’ RAC ratio after diversification    11.6     12.3        10.8         14.4      12.1
     Adjusted common equity/total adjusted capital          87.5     85.7        84.4         85.0      38.2
     Net interest income/operating revenues                 66.9     69.5        69.5         65.2      62.9
     Fee income/operating revenues                          18.2     19.0        20.2         21.8      24.0
     Market-sensitive income/operating revenues             10.6      8.0         7.0          8.8       9.4
     Noninterest expenses/operating revenues                56.6     58.2        64.4         63.4      67.2

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    Table 4
     The Royal Bank of Scotland Group PLC Capital And Earnings (cont.)
                                                                    --Year-ended Dec. 31--

     (%)                                               2018        2017        2016          2015     2014
     Preprovision operating income/average assets        0.8         0.7         0.6          0.5       0.5
     Core earnings/average managed assets                0.4         0.4         0.3          0.6       0.4

     RAC--Risk-adjusted capital.

    Risk position: Reduced legacy risks benefit the group's profile
    We revised our assessment of RBSG's risk position upward to adequate in May 2019 on account of its progress in
    addressing legacy assets and legal cases. Credit risk metrics are close to the peer group average, and its restructuring
    has produced a smaller organization with less complex capital markets and cross-border activities. Accordingly, we
    now believe that its risk position is in line with peers and consistent with the standard assumptions underpinning our
    RAC framework. That said, RBSG is geographically concentrated in the U.K. and Ireland, and a disorderly Brexit
    process could weaken its asset quality.

    In addition to its RMBS settlement with the DoJ, RBSG has made progress in resolving other legal matters. Certain
    cases still remain outstanding, but we believe the associated risk to its capital and earnings position is manageable.
    RBSG held £767 million of provisions for litigation and regulatory matters at March 31, 2019, and our projections
    assume some further charges are required in 2019-2021. In May 2019, RBSG settled with the European Commission in
    respect of historic competition law breaches in foreign exchange trading. The aggregate €249 million fine was fully
    covered by existing provisions.

    Like U.K. peers, RBSG has incurred material costs in compensating customers for historic payment protection
    insurance (PPI) misselling. It incurred a further £200 million provision charge in 2018. We believe the £559 million
    outstanding provision at March 31, 2019, should be sufficient to cover claims submitted up to the August 2019
    deadline, but we do not exclude the possibility of a further top-up.

    RBSG's lending is focused on the U.K. and features good sectoral diversity (see chart 3). The customer loan portfolio
    has been broadly stable in size for the past five years as new business was offset by the runoff of legacy exposures.
    RBSG currently aims for 3% annual loan growth, but this appears optimistic given subdued U.K. credit demand at
    present. Residential mortgages are likely to remain the main impetus of growth as RBSG targets a market share closer
    to its share of personal current accounts. Reflecting tightened underwriting criteria and limited new business,
    commercial property lending reduced to 11% of customer loans at year-end 2018.

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     Chart 3

    Residential mortgages are underwritten based on the borrowers' repayment capacity, but the loan-to-value (LTV)
    profile indicates good collateral cover in the event of foreclosure. The weighted-average LTV of the U.K. Personal
    Banking division's mortgage book was 56% at year-end 2018, and 53% for the buy-to-let element (see chart 4). We
    expect credit losses on the mortgage portfolio will remain low over our two-year outlook horizon. Commercial
    property lending also shows good collateral cover, and the exposure to property development is relatively small.

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The Royal Bank of Scotland Group plc

     Chart 4

    Relative to U.K. peers, we see RBSG's underweight position in unsecured consumer credit as a positive factor in our
    risk position assessment. This asset class is likely to be among the main sources of credit losses in an economic stress.

    RBSG's nonperforming exposures have reduced and its International Financial Reporting Standard 9 (IFRS9) stage 3
    loans are now broadly comparable with U.K. peers' (see chart 5). Stage 3 balances fell by almost one-third during 2018
    due to write-offs and sales, including the disposal of a €1.4 billion portfolio of impaired Irish mortgages. Ulster Bank
    Ireland's 2018 impairment losses included a charge in anticipation of a further sale this year.

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The Royal Bank of Scotland Group plc

     Chart 5

    At 13bps of gross customer loans in 2018 and 11bps in the first quarter of 2019, RBSG's impairment charge reflects the
    benign credit environment. The 2018 figure included a £101 million IFRS9 management overlay to reflect the more
    uncertain U.K. economic outlook in light of Brexit.

    The November 2018 Bank of England stress test validated the improving trend in RBSG's risk position (see "Everyone
    Passed: Stress Tests Highlight Growing Resilience Of U.K. Banks," published on Nov. 29, 2018). Calculated under the
    transitional IFRS9 approach, its CET1 ratio fell to a low point of 9.7%, comfortably above the 7.3% hurdle rate. The
    projected credit loss rates indicate that the quality of RBSG's domestic lending is around the industry average (see
    table 5).

    Table 5
     Projected Cumulative Five-Year Impairment Charge Rates On U.K. Lending In The Stress Scenario, Ranked
     Ranked best to worst

     Mortgage lending to           Non-mortgage lending to       Commercial real estate (CRE)    Lending to business
     individuals                   individuals                   lending                         excluding CRE
     HSBC (0.7%)                   Santander UK (20.6%)          HSBC (5.9%)                     Standard Chartered (3.4%)
     Barclays (0.9%)               HSBC (22.4%)                  Nationwide (6.0%)               HSBC (8.6%)
     RBSG (0.9%)                   RBSG (22.5%)                  RBSG (6.2%)                     RBSG (8.7%)

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    Table 5
     Projected Cumulative Five-Year Impairment Charge Rates On U.K. Lending In The Stress Scenario,
     Ranked (cont.)
     Ranked best to worst

     Mortgage lending to              Non-mortgage lending to                Commercial real estate (CRE)      Lending to business
     individuals                      individuals                            lending                           excluding CRE
     Nationwide (1.1%)                Lloyds (27.0%)                         Santander UK (6.2%)               Barclays (9.2%)
     Santander UK (1.5%)              Nationwide (27.4%)                     Barclays (6.7%)                   Lloyds (9.4%)
     Lloyds (3.4%)                    Barclays (35.9%)                       Lloyds (7.2%)                     Santander UK (12.6%)

     Source: Bank of England.

    We believe that RBSG's capital markets business adds modest complexity to the group's overall risk profile, after
    taking into account the streamlined scope and scale of its activities. The reported average one-day 99% value-at-risk
    was stable at £19 million in 2018. Other indicators also show a contained risk appetite, such as the reduction of the
    NatWest Markets division's regulatory RWAs. These represent 23% of the group's RWAs and are likely to fall as the
    division further downsizes remaining legacy assets, including the Alawwal stake. Level 3 assets--those we generally see
    as illiquid--totaled £3.3 billion at year-end 2018, or a manageable 9% of TAC.

    Our RAC framework does not capture the nontrading market risks arising from RBSG's balance sheet, which we think
    are mitigated by its structural hedges. The RAC ratio also does not fully capture potential volatility arising from the
    large defined-benefit pension fund, but its 2018 contribution has improved the scheme's funding position and enabled
    some asset derisking.

    Table 6
     The Royal Bank of Scotland Group PLC Risk Position
                                                                                                     --Year-ended Dec. 31--

     (%)                                                                                     2018    2017      2016       2015            2014
     Growth in customer loans                                                                  0.5   (0.1)       3.9      (23.7)          (0.8)
     Total diversification adjustment/S&P Global Ratings’ RWA before diversification         (8.1)   (8.8)      (8.4)     (18.5)         (22.2)
     Total managed assets/adjusted common equity (x)                                         21.9    21.6       24.1          20.7         55.1
     New loan loss provisions/average customer loans                                           0.1    0.2        0.1          (0.2)       (0.3)
     Net charge-offs/average customer loans                                                    0.5    0.3        1.1           2.4          1.2
     Gross nonperforming assets/customer loans + other real estate owned                       2.5    3.2        3.8           5.1          8.3
     Loan loss reserves/gross nonperforming assets                                           41.0    36.7       35.4          44.8         52.5

     RWA--Risk-weighted assets.

    Funding and liquidity: Stable deposit franchise underpins robust metrics
    RBSG's funding profile is healthy and underpinned by its leading U.K. retail and corporate deposits franchises (see
    chart 6). It is active in wholesale funding markets to support the capital markets business and selected customer assets,
    and build additional loss-absorbing capacity (ALAC) in line with regulatory requirements. Its dependence on wholesale
    funding has declined substantially compared with RBSG's historic position, however.

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The Royal Bank of Scotland Group plc

     Chart 6

    Customer deposits have demonstrated stability despite RBSG's historic franchise volatility. Indeed, with a reported
    86% loan-to-deposit ratio at March 31, 2019, RBSG has greater deposit funding than most U.K. peers. We expect the
    strong and granular deposit base will remain the cornerstone of RBSG's funding position. It is willing to raise the
    loan-to-deposit ratio toward 100% as new lending increases, but we expect it will likely operate below that level in
    practice. We believe RBSG will be able to refinance its £14 billion outstanding borrowing under the Bank of England
    Term Funding Scheme, and £1.8 billion under the similar European Central Bank arrangement, within its usual debt
    issuance plans.

    Our stable funding ratio was a solid 125% at year-end 2018 partly reflecting the reduction of investment banking
    activities, which are more reliant on short-term wholesale and repo funding. RBSG reported a similarly robust 137%
    regulatory net stable funding ratio at March 31, 2019.

    RBSG currently maintains a more conservative liquidity position than usual while uncertainty persists over Brexit. It
    reported a 153% regulatory liquidity coverage ratio at March 31, 2019. Our ratio of broad liquid assets to short-term
    wholesale funding was 2.5x at year-end 2018, which similarly indicates good capacity to cope with a temporary
    interruption to wholesale market access.

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The Royal Bank of Scotland Group plc

    Table 7
     The Royal Bank of Scotland Group PLC Funding And Liquidity
                                                                           --Year-ended Dec. 31--

     (%)                                                          2018    2017        2016          2015        2014
     Core deposits/funding base                                    74.7    70.7        72.0          71.0        66.5
     Customer loans (net)/customer deposits                        85.8    88.1        91.3          89.0        95.2
     Long-term funding ratio                                       86.7    82.7        83.3          82.1        80.1
     Stable funding ratio                                        124.7    124.9       118.2         121.7       110.1
     Short-term wholesale funding/funding base                     14.4    18.7        18.1          19.7        21.6
     Broad liquid assets/short-term wholesale funding (x)           2.5     2.1         2.0           2.0         1.5
     Net broad liquid assets/short-term customer deposits          29.9    30.2        25.6          29.3        18.3
     Short-term wholesale funding/total wholesale funding          55.0    61.5        61.9          64.6        56.2

    Support: Two notches of ALAC uplift
    In our view, RBSG has high systemic importance in the U.K., mainly reflecting its material market share of retail
    deposits. Since 2015, we have regarded the prospect of extraordinary government support for U.K. banks as uncertain
    in view of the country's well-advanced resolution regime. As a result, we do not reflect implicit government support in
    the ratings on U.K. commercial banks. The government's majority shareholding does not affect our conclusion because
    it is intended to be temporary.

    We view the U.K. resolution regime as effective under our ALAC criteria because, among other factors, we believe it
    contains a well-defined bail-in process under which authorities would permit nonviable, systemically important banks
    to continue critical functions as going concerns following a bail-in of eligible liabilities.

    At end-2018, RBSG's ALAC ratio was 11.2% of S&P Global Ratings' RWA, comfortably above the 8.5% threshold that
    we have set for a two-notch ICR uplift (see table 7). We set the threshold above our standard 8% level since RBSG is
    required to preposition ALAC in several bank subsidiaries and this constrains intragroup fungibility to a degree. We
    expect the ALAC ratio will remain comfortably above 10% as RBSG issues further senior unsecured debt from the
    nonoperating holding company (NOHC). It intends to increase the outstanding value of these securities to about £24
    billion in January 2022 from £17.5 billion at March 31, 2019.

    Table 8
     The Royal Bank of Scotland Group PLC -- Summary Of ALAC Calculation As At Dec. 31, 2018
                                                                                        (Mil. £)    % of S&P Global Ratings' RWA
     A                               Adjusted common equity                              31,755
     B                               Hybrids in TAC                                       4,545
     C (A+B)                         Total adjusted capital                              36,300                              9.4
     D                               TAC in excess of our 7% threshold                   12,561                              3.7
     E                               ALAC-eligible instruments                           25,567                              7.5
                                     o/w NOHC senior                                     15,647
                                     o/w dated subordinated                               8,792
                                     o/w other                                            1,128
     F (=D+E)                        ALAC buffer                                         38,128                             11.2

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The Royal Bank of Scotland Group plc

    Table 8
     The Royal Bank of Scotland Group PLC -- Summary Of ALAC Calculation As At Dec. 31, 2018 (cont.)
                                                                                                (Mil. £)    % of S&P Global Ratings' RWA
                                     S&P Global Ratings' RWAs                                   339,135

     Source: S&P Global Ratings database. ALAC--Additional loss-absorbing capacity. RWAs--Risk-weighted assets. TAC--Total adjusted capital.

    Additional rating factors: None
    No other factors affect the ratings.

    Group structure and rated subsidiaries
    RBSG is the ultimate NOHC of the group that it heads (see chart 7).

    We view the three U.K. bank subsidiaries within the ring fence as core to the group, and we therefore equalize the ICRs

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The Royal Bank of Scotland Group plc

    on these entities with the 'a' GCP.

    We view the three rated NatWest Markets entities outside the ring fence as highly strategic rather than core. This is
    because we believe they are slightly less integral to the group and have a higher risk profile and weaker earnings
    record than the domestic retail and commercial banking businesses. We position the ICRs on the NatWest Markets
    entities at 'A-', one notch below the GCP. We understand that NatWest Markets N.V. is likely to become a subsidiary of
    NatWest Markets Plc during 2019, following the regulatory deconsolidation of Alawwal.

    We consider Ulster Bank Ireland DAC and The Royal Bank of Scotland International Ltd. as highly strategic
    subsidiaries and also rate them one notch below the GCP.

    We do not include ALAC support in the ratings on NOHCs because we do not believe that their senior obligations
    would necessarily continue to be serviced in full and on time in a resolution scenario. As a result, we rate the NOHC
    one notch below the 'bbb+' unsupported GCP, at 'BBB'.

    Hybrid issue ratings
    We notch rated hybrid capital instruments from the UGCP in accordance with our bank hybrid criteria, depending on
    their features. In all cases, instruments issued or guaranteed by the NOHC are rated one notch below equivalent
    instruments issued by an operating entity.

    The 'B+' issue rating on the AT1 issued by the NOHC is six notches below the 'bbb+' unsupported GCP, reflecting:

    • One notch because the notes are contractually subordinated;

    • Two notches because the notes have tier-1 regulatory capital status;

    • One notch because the notes contain a contractual write-down clause;

    • One notch because the instrument contains a going-concern write-down trigger (defined as the CET1 ratio falling
      below 7%), and we expect that the distance to the trigger could fall within a range of 301bps-700bps. The actual
      distance to the trigger was 920bps at March 31, 2019, but, since RBSG's stated CET1 ratio target is about 14%, we
      believe that this notch remains appropriate on a forward-looking basis; and

    • One notch because the notes are issued by a NOHC, where we see structural subordination.

    Resolution counterparty ratings (RCRs)
    An RCR is a forward-looking opinion of the relative default risk of certain senior liabilities that may be protected from
    default through an effective bail-in resolution process for the issuing financial institutions. We have assigned RCRs to
    all of RBSG's rated operating entities except The Royal Bank of Scotland International Ltd., which is incorporated in a
    jurisdiction where we have not assessed the effectiveness of the resolution regime. The assigned long-term RCRs are
    one notch above the respective long-term ICRs except in the case of NatWest Markets Securities Inc. For that entity,
    the long-term RCR is in line with the long-term ICR, consistent with our U.S. jurisdiction assessment.

    RCRs apply to issuers in jurisdictions where we assess the resolution regime to be effective and we consider the issuer
    likely to be subject to a resolution that entails a bail-in if it reaches nonviability.

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The Royal Bank of Scotland Group plc

    Related Criteria
    • Criteria - Financial Institutions - General: Methodology For Assigning Financial Institution Resolution Counterparty
      Ratings, April 19, 2018

    • Criteria | Financial Institutions | General: Risk-Adjusted Capital Framework Methodology, July 20, 2017

    • General Criteria: Methodology For Linking Long-Term And Short-Term Ratings, April 7, 2017

    • General Criteria: Guarantee Criteria, Oct. 21, 2016

    • Criteria | Financial Institutions | Banks: Bank Rating Methodology And Assumptions: Additional Loss-Absorbing
      Capacity, April 27, 2015

    • Criteria | Financial Institutions | Banks: Bank Hybrid Capital And Nondeferrable Subordinated Debt Methodology
      And Assumptions, Jan. 29, 2015

    • General Criteria: Principles For Rating Debt Issues Based On Imputed Promises, Dec. 19, 2014

    • General Criteria: Group Rating Methodology, Nov. 19, 2013

    • Criteria | Financial Institutions | Banks: Quantitative Metrics For Rating Banks Globally: Methodology And
      Assumptions, July 17, 2013

    • Criteria | Financial Institutions | Banks: Banks: Rating Methodology And Assumptions, Nov. 9, 2011

    • Criteria | Financial Institutions | Banks: Banking Industry Country Risk Assessment Methodology And
      Assumptions, Nov. 9, 2011

    • General Criteria: Use Of CreditWatch And Outlooks, Sept. 14, 2009

    • Criteria | Financial Institutions | Banks: Commercial Paper I: Banks, March 23, 2004

    Related Research
    • The Royal Bank of Scotland Group plc And Subsidiaries Upgraded On Strengthened Risk Profile; Outlook Stable,
      May 16, 2019

    • U.K. Banks: Looking At The Facts Rather Than Received Wisdom, March 4, 2019

    • Countdown To Brexit: Rating Implications Of A No-Deal Brexit, Feb. 6, 2019

    • The 2019 Outlook For U.K. Banks Hinges On Brexit, Jan. 10, 2019

    • The Royal Bank of Scotland Group plc, Dec. 12, 2018

    • Everyone Passed: Stress Tests Highlight Growing Resilience Of U.K. Banks, Nov. 29, 2018

    • Banking Industry Country Risk Assessment: United Kingdom, Nov. 5, 2018

     Ratings Detail (As Of May 30, 2019)*
     The Royal Bank of Scotland Group plc
     Issuer Credit Rating                                                       BBB/Stable/A-2

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The Royal Bank of Scotland Group plc

     Ratings Detail (As Of May 30, 2019)*(cont.)
     Commercial Paper
      Foreign Currency                             A-2
     Junior Subordinated                           B+
     Junior Subordinated                           BB
     Junior Subordinated                           BB-
     Preference Stock                              BB-
     Senior Unsecured                              A-
     Senior Unsecured                              BBB
     Short-Term Debt                               A-2
     Subordinated                                  BB+
     Issuer Credit Ratings History
     16-May-2019                                   BBB/Stable/A-2
     31-May-2018                                   BBB-/Positive/A-3
     07-Jul-2016                                   BBB-/Stable/A-3
     19-Jan-2016                                   BBB-/Positive/A-3
     03-Feb-2015                                   BBB-/Stable/A-3
     Sovereign Rating
     United Kingdom                                AA/Negative/A-1+
     Related Entities
     National Westminster Bank Plc
     Issuer Credit Rating                          A/Stable/A-1
     Resolution Counterparty Rating                A+/--/A-1
     Commercial Paper
      Local Currency                               A-1
     Junior Subordinated                           BB
     Junior Subordinated                           BB+
     Preference Stock                              BB
     Senior Unsecured                              A
     Short-Term Debt                               A-1
     Subordinated                                  BBB-
     NatWest Markets N.V.
     Issuer Credit Rating                          A-/Stable/A-2
     Resolution Counterparty Rating                A/--/A-1
     Senior Unsecured                              A-
     Short-Term Debt                               A-2
     Subordinated                                  BB+
     NatWest Markets Plc
     Issuer Credit Rating                          A-/Stable/A-2
     Resolution Counterparty Rating                A/--/A-1
     Commercial Paper
      Foreign Currency                             A-2
     Junior Subordinated                           BB
     Resolution Counterparty Liability             A

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The Royal Bank of Scotland Group plc

     Ratings Detail (As Of May 30, 2019)*(cont.)
     Senior Unsecured                                                                                 A-
     Short-Term Debt                                                                                  A-2
     Subordinated                                                                                     BB+
     NatWest Markets Securities Inc.
     Issuer Credit Rating                                                                             A-/Stable/A-2
     Resolution Counterparty Rating                                                                   A-/--/A-2
     Royal Bank of Scotland International Limited
     Issuer Credit Rating                                                                             A-/Stable/A-2
     Royal Bank of Scotland plc (The)
     Issuer Credit Rating                                                                             A/Stable/A-1
     Resolution Counterparty Rating                                                                   A+/--/A-1
     Ulster Bank Ireland DAC
     Issuer Credit Rating                                                                             A-/Stable/A-2
     Resolution Counterparty Rating                                                                   A/--/A-1
     Ulster Bank Limited
     Issuer Credit Rating                                                                             A/Stable/A-1
     Resolution Counterparty Rating                                                                   A+/--/A-1
      *Unless otherwise noted, all ratings in this report are global scale ratings. S&P Global Ratings’ credit ratings on the global scale are comparable
     across countries. S&P Global Ratings’ credit ratings on a national scale are relative to obligors or obligations within that specific country. Issue and
     debt ratings could include debt guaranteed by another entity, and rated debt that an entity guarantees.

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The Royal Bank of Scotland Group plc

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