FORM 6-K


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For September 1, 2010

Commission File Number: 001-14624

RBS HOLDINGS N.V.

Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
 

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F __X__       Form 40-F _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):            

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  _____              No __X_­_

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____
 
 
 
 
 

 
 
TABLE OF CONTENTS

 
Item
   
1
 
RBS Holdings N.V. – Interim Financial Report for the half year ended 30 June 2010
 
 
 
 

 
 
 
The following information was issued as a company announcement in Amsterdam, The Netherlands and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K.
 
 
 
 

 
 
 Item 1
 


 


 RBS Holdings N.V.
Interim Financial Report for the half year ended 30 June 2010








RBS Holdings N.V. - 2010 Interim Results
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RBS Holdings N.V.
Interim results for the half year ended 30 June 2010


RBS Holdings N.V. (until 1 April 2010 named ABN AMRO Holding N.V.) is the parent company of The Royal Bank of Scotland N.V. (‘RBS N.V.’) consolidated group of companies and associated companies (‘RBS Holdings N.V. Group’).

Contents
Page
   
Interim financial report
 
   
Highlights
3
   
Cautionary statement on forward-looking statements
4
   
Operating and financial review
6
   
Condensed consolidated financial statements
22
   
Condensed consolidated income statement
23
   
Condensed consolidated statement of comprehensive income
24
   
Condensed consolidated statement of financial position
25
   
Condensed consolidated statement of changes in equity
26
   
Condensed consolidated statement of cash flows
27
   
Notes to the condensed consolidated financial statements
28
   
Principal risks and uncertainties
39
   
Risk and capital management
41
   
Contacts
48


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Highlights


RBS Holdings N.V. reports a loss from continuing operations for the first half of 2010 of EUR 541 million, compared with a loss of EUR 2,823 million in the first half of 2009

Key points
 
·
The first half of 2010 was marked by the legal separation of the Dutch State acquired businesses included in the new ABN AMRO Bank from the residual RBS acquired businesses on 1 April 2010.
 
·
Net Interest Income decreased in the first half of 2010 principally reflecting the significant changes in the structure of the balance sheet following transfers of businesses to The Royal Bank of Scotland plc in the course of 2009.
 
·
Non–interest income increased significantly from the loss reported in the first half of 2009 predominantly due to improvements in net trading income, where the business did not experience the large losses on trading counterparties as seen in first half of 2009. In addition, the Core businesses’ operating profit improved, which was largely due to progress in Global Banking & Markets mainly attributable to movements in credit spreads on a portfolio of credit default swaps, in comparison to high losses in the prior period.
 
·
Non-Core’s run-off programme remains on track, with sales of businesses in Latin America, Asia, Europe and the Middle East agreed in 2010.
 
·
Loan impairments were lower for the half year ended June 2010 due to lower specific commercial and retail provisions in comparison to large specific provisions that were made in the first half of 2009.
 
·
Total equity at 30 June 2010 was EUR 4.3 billion, a decrease of EUR 14.6 billion compared to 31 December 2009. Share premium and retained earnings decreased as a result of dividend distributions by RBS Holdings N.V. to RFS Holdings for the benefit of Santander and the Dutch State.
 
·
Discontinued operations recorded a EUR 950 million profit after tax mainly attributable to the gain on the sale of the Dutch State acquired businesses, compared with a EUR 176 million profit after tax for the prior year period.
 

 
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Cautionary statement on forward-looking statements


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

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

Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not limited to: general geopolitical and economic conditions in the Netherlands and in other countries in which RBS Holdings N.V. Group has significant business activities or investments e.g. the United Kingdom and the United States, the global economy and instability in the global financial markets, and their impact on the financial industry in general and on RBS Holdings N.V. Group in particular, the monetary and interest rate policies of the European Central Bank, the Board of Governors of the Federal Reserve System and other G7 central banks, inflation, deflation, unanticipated turbulence in interest rates, foreign currency exchange rates, credit spreads, bond prices, commodity prices and equity prices, changes in Dutch and foreign laws, regulations, accounting standards and taxes, including changes in regulatory capital regulations and liquidity requirements, a change of Dutch or UK Government or changes to Dutch or UK Government policy, changes in RBS Holdings N.V. Group’s credit ratings, RBS Holdings N.V. Group‘s ability to attract or retain senior management or other key employees, changes in competition and pricing environments, the financial stability of other financial institutions, and RBS Holdings N.V. Group’s counterparties and borrowers, the value and effectiveness of any credit protection purchased by RBS Holdings N.V. Group, the extent of future write-downs and impairment charges caused by depressed asset valuations, the ability to achieve revenue benefits and cost savings from the integration of certain of RBS Holdings N.V. Group’s businesses and assets, general operational risks, the ability to hedge certain risks economically, the ability to access sufficient funding to meet liquidity needs, the adequacy of loss reserves, acquisitions or restructurings, technological changes, changes in consumer spending and saving habits, and the success of RBS Holdings N.V. Group in managing the risks involved in the foregoing.


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Cautionary statement on forward-looking statements (continued)


The forward-looking statements made in this report speak only as of the date of publication of this report. RBS Holdings N.V. Group does not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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


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Operating and financial review


General information
RBS Holdings N.V. was formerly named ABN AMRO Holding N.V. until it changed its name to RBS Holdings N.V. on 1 April 2010 as part of the legal separation of the Dutch State acquired businesses. RBS Holdings N.V. Group is an international banking group offering a wide range of banking products and financial services on a global basis.

On 17 October 2007 RFS Holdings B.V. (‘RFS Holdings’), a company incorporated in the Netherlands by The Royal Bank of Scotland Group plc (‘RBS Group’), Fortis N.V., Fortis SA/N.V. (‘Fortis’) and Banco Santander SA (‘Santander’), (the ‘consortium members’) acquired 85.6% of ABN AMRO Holding N.V. After the acquisition, ABN AMRO Holding N.V. applied for de-listing of its ordinary shares from Euronext Amsterdam and the New York Stock Exchange. Through subsequent purchases RFS Holdings increased its stake in ABN AMRO Holding N.V. to 99.3% as at 31 December 2007. The de-listing of the ABN AMRO Holding N.V. ordinary shares and the (formerly convertible) preference shares with a nominal value of EUR 2.24 each, from Euronext Amsterdam and the de-listing of its American Depositary Shares (‘ADSs’) from the New York Stock Exchange were both effected on 25 April 2008. RFS Holdings started squeeze-out proceedings in order to acquire the remainder of the shares in ABN AMRO Holding N.V. from minority shareholders and this procedure was completed on 22 September 2008. As a result, in 2008 RFS Holdings became the sole shareholder of ABN AMRO Holding N.V.

On 3 October 2008, the Dutch State acquired all Fortis’ businesses in The Netherlands, including the Fortis share in RFS Holdings. On 21 November 2008, the Dutch State announced its intention to integrate the Dutch State acquired businesses of ABN AMRO Holding N.V. with Fortis Bank (Nederland) N.V. after completion of the legal demerger and legal separation processes, discussed within this report. On 24 December 2008, the Dutch State purchased from Fortis Bank Nederland (Holding) N.V. its investment in RFS Holdings, to become a direct shareholder in RFS Holdings.

RFS Holdings is controlled by RBS Group, which is incorporated in the UK and registered at 36 St. Andrew Square, Edinburgh, Scotland. RBS Group is the ultimate parent company of RBS Holdings N.V. The consolidated financial statements of RBS Holdings N.V. are included in the consolidated financial statements of RBS Group.

The financial information contained in the interim report has been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, which varies in certain significant respects from accounting principles generally accepted in the United States or ‘US GAAP’.

Update on separation activity
On 6 February 2010 ABN AMRO Bank N.V. (as it was then named) successfully executed the deed of demerger in accordance with the demerger proposal filed with the Amsterdam Chamber of Commerce on 30 September 2009, thereby demerging the majority of the Dutch State acquired businesses into a new legal entity, ABN AMRO II N.V. Additionally, as part of the overall separation process, some subsidiaries and assets and liabilities were separately transferred to the new legal entity ahead of the execution of the legal demerger. Some further assets and liabilities were separately transferred to the new legal entity at the time of the legal demerger.


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Operating and financial review (continued)


Effective at the same date, the existing legal entity ABN AMRO Bank N.V., from which the Dutch State acquired businesses were demerged, was renamed RBS N.V. and the legal entity into which the Dutch State acquired businesses were demerged was also renamed, from ABN AMRO II N.V. to ABN AMRO Bank N.V. (‘new ABN AMRO Bank’). RBS N.V. and new ABN AMRO Bank were wholly owned by RBS Holdings N.V. until legal separation on 1 April 2010.

Immediately before legal separation on 1 April 2010 RBS Holdings N.V. made a dividend distribution to RFS Holdings of EUR 1.5 billion for the benefit of Santander.  After this payment, the indirect interest of Santander has decreased to its share in the remaining Shared Assets.

Legal separation of ABN AMRO Bank N.V. occurred on 1 April 2010, with the shares in that entity being transferred by RBS Holdings N.V. to a holding company called ABN AMRO Group N.V., a newly incorporated entity owned by the Dutch State. Some assets and liabilities of the Dutch State acquired businesses could not be transferred to the new ABN AMRO Bank N.V. before legal separation and therefore remain temporarily in RBS N.V. Assets represent 0.26% of RBS Holdings N.V.’s assets as at 30 June 2010.

As at 30 June 2010, the remaining assets and liabilities in RBS N.V. that have not yet been sold, wound down or alternatively transferred by the consortium members, the so-called ‘Shared Assets’, in which each of the consortium shareholders has a joint and indirect interest represent 0.34% of RBS Holdings N.V.’s assets as at 30 June 2010.

Following the legal separation, RBS Holdings N.V. has one direct subsidiary, RBS N.V., a fully operational bank within the RBS Group. RBS N.V. is independently rated and regulated by the Dutch Central Bank. As announced on 1 April 2010, RBS N.V. has appointed new Supervisory and Managing Boards. RBS Holdings N.V. is governed by the same boards.

Organisational structure
Following the successful demerger of the majority of the Dutch State acquired businesses into the new ABN AMRO Bank, the Dutch State acquired businesses are classified as discontinued operations and no longer represent a separate segment. Profits from discontinued operations include the related operating results and the gain on sale. The comparative income statement figures for the year 2009 have been restated. Any remaining Dutch State acquired assets and liabilities are presented as assets and liabilities of businesses held for sale as at 30 June 2010. Comparative balance sheet figures have not been restated.

To reflect the focus of and the governance created by the Managing Board on the RBS acquired businesses, RBS Holdings N.V. comprises four reportable segments, namely Global Banking & Markets (‘GBM’), Global Transactional Services (‘GTS’) and Central Items, together the ‘Core’ segments, and the Non-Core segment.

The GBM segment represents the business providing an extensive range of debt and equity financing, risk management and investment services as a leading banking partner to major corporations and financial institutions around the world. The GBM business within RBS Holdings N.V. is organised along four principal business lines: Global Lending, Equities, Short Term Markets & Funding and Local Markets.
 
 
 
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Operating and financial review (continued)


GTS provides global transaction services, offering Global Trade Finance, Transaction Banking and International Cash Management.

The Central Items segment includes group and corporate functions, such as treasury, capital management and finance, risk management, legal, communications and human resources. Central Items manages RBS Holdings N.V. Group’s capital resources, statutory and regulatory obligations and provides services to the branch network.

The Non-Core segment contains a range of businesses and asset portfolios managed separately that RBS Holdings N.V. Group intends to run off or dispose of, in line with RBS Group strategy for Non-Core assets. It also includes the remaining assets and liabilities in RBS N.V. that have not yet been sold, wound down or alternatively transferred by the consortium members, the so-called ‘Shared Assets’, in which each of the consortium shareholders has a joint and indirect interest.

RBS strategic review
As part of their annual results release on 26 February 2009, RBS Group outlined further updates to its strategic restructuring plan, initially announced in RBS Group’s 2008 annual results. RBS Holdings N.V. has been restructured into Core and Non-Core components. RBS Group expects to substantially run down or dispose of the businesses, assets and portfolios within the Non-Core division by 2013 and has announced the sales of businesses in Latin America, Asia, Europe and the Middle East.

EC remedy
On 26 November 2009, RBS Group entered into a State Aid Commitment Deed with HM Treasury of the United Kingdom government, containing commitments and undertakings given by RBS Group to HM Treasury that are designed to ensure that HM Treasury is able to comply with the commitments given by it to the European Commission for the purpose of obtaining approval for the State aid provided to RBS Group. As part of these commitments, RBS Group agreed that RBS Holdings N.V. will not pay investors any coupons on, or exercise any call rights in relation to, the hybrid capital instruments issued by RBS N.V. listed below, unless in any such case there is a legal obligation to do so, for an effective period of two years. RBS Holdings N.V. Group is also subject to restrictions on the exercise of call rights in relation to its other hybrid capital instruments.

 
5.90% Non-cumulative Guaranteed Trust Preferred Securities of RBS Capital Funding Trust V (formerly ABN AMRO Capital Funding Trust V) (US74928K2087)
 
6.25% Non-cumulative Guaranteed Trust Preferred Securities of RBS Capital Funding Trust VI (formerly ABN AMRO Capital Funding Trust VI) (US74928M2044)
 
6.08% Non-cumulative Guaranteed Trust Preferred Securities of RBS Capital Funding Trust VII (formerly ABN AMRO Capital Funding Trust VII) (US74928P2074)

RBS Holdings N.V. has announced that the start date for the two-year distribution restriction period in relation to the hybrid capital instruments will be 1 April 2011.


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Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010

The following table sets out selected information relating to RBS Holdings N.V. for the half years ended 30 June 2010 and 2009.

EUR in millions
 
First Half
2010
   
Restated
First Half
20091
 
             
Net interest income
    550       877  
                 
Net fee and commission income
    327       527  
Net trading income
    755       152  
Results from financial transactions
    81       (1,755 )
Other income/(loss)
    (115 )     46  
                 
Total income/(loss)
    1,598       (153 )
                 
Operating expenses
    (1,849 )     (2,310 )
Loan impairment and other credit risk provisions
    (224 )     (1,113 )
                 
Total expenses
    (2,073 )     (3,423 )
                 
Operating loss before tax
    (475 )     (3,576 )
Tax
    (66 )     753  
                 
Loss from continuing operations
    (541 )     (2,823 )
Profit from discontinued operations
    950       176  
                 
Profit/(loss) for the reporting period
    409       (2,647 )
(1) The first half of 2009 has been restated for the classification of the Dutch state acquired businesses as discontinued operations.

Total income
Total income was EUR 1,598 million compared with a loss of EUR 153 million in the first half of 2009.

Net interest income
Net interest income decreased by EUR 327 million, principally reflecting the significant changes in the structure of the balance sheet following transfers of businesses to The Royal Bank of Scotland plc (‘RBS plc’) in the course of 2009, including the transfer of conduit portfolios. In addition, net interest income was impacted by the overall interest margin pressure.

Net fee and commission income
Net fee and commission income has decreased by EUR 200 million. The decrease in income is due to reduced business origination and activity following transfers of businesses to RBS plc.

Net trading income
The increase in net trading income of EUR 603 million, mainly relates to the non reoccurrence of high losses on counterparty Credit Valuation Adjustments (‘CVA’) of EUR 1,048 million in the prior year against monoline insurers and a gain in the first half of 2010 of EUR 88 million against other parties. Additionally, write-offs on Collateralised Debt Obligations (‘CDO’) in the first half of 2010 were EUR 231 million lower. Exposures to monoline insurers and CDOs were substantially risk transferred to RBS plc in the first half of 2009.
 

 
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Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 (continued)

The trading income was adversely affected by the favourable market conditions seen in the first half of 2009, specifically in Asia in the foreign exchange swaps and derivatives trading and in the Americas in the currency trading in emerging market government bonds and options.

Results from financial transactions
The increase in gains from financial transactions of EUR 1,836 million is mainly attributable to non reoccurrence of the fair value losses on a portfolio of credit default swaps, used to hedge the loan book following the tightening of the credit spreads in the first half of 2009. Additionally, 2009 saw significant losses on sales and transfers of the credit and loan portfolios, as well as losses arising from tightening of own credit spreads impacting fair valued liabilities.

Other income
Other income decreased by EUR 161 million to a loss of EUR 115 million reflecting higher Non Core business disposal losses.  This was largely due to losses on the sale of businesses in Latin America, Asia, Europe and the Middle East.

Operating expenses
Operating expenses decreased by EUR 461 million compared to the prior period. This reflects the transfer of business to RBS plc, thus reducing the scale of operations within RBS Holdings N.V. and the 2009 charges related to costs incurred on the sale of businesses in Asia and the related goodwill impairments.

Loan impairment and other credit risk provisions
Loan impairments in the first half of 2010 amounted to EUR 224 million as compared to EUR 1,113 million in the first half of 2009. Large specific provisions were made in the first half of 2009 reflecting the challenging credit environment. For the half year ended June 2010 there are lower specific commercial and retail provisions, especially on consumer and card lending in Asia and Middle East. For the half year ended June 2010, loan impairments include a benefit of EUR 174 million of loss compensation from the asset protection scheme (‘APS’) back-to-back agreement with RBS plc, entered into at the end of 2009.

Profit from discontinued operations
Discontinued operations recorded a EUR 950 million profit after tax compared with a EUR 176 million profit after tax for the prior year period. The results from discontinued operations are mainly attributable to the gain on the sale by RBS Holdings N.V. on 1 April 2010, of Dutch State acquired businesses included in the new ABN AMRO Bank.
 

 
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Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 by segment
From 1 January 2010, the control structure of RBS Holdings N.V. Group has been aligned to reflect the governance created by the Managing Board on the RBS acquired businesses and remaining Shared Assets. The results of operations for the half year ended 30 June 2009 have been restated to reflect these changes.

The following table sets out the operating profit/(loss) before tax, relating to the core segments (GBM, GTS, Central items) and the Non-Core segment for the half years ended 30 June 2010 and 2009.

EUR in millions
 
First Half
2010
   
Restated
First Half
2009
 
             
Operating profit/(loss) before tax
           
Global Banking and Markets
    206       (677 )
Global Transaction Services
    (3 )     68  
Central Items
    (284 )     (516 )
                 
Total Core
    (81 )     (1,125 )
Non-Core
    (394 )     (2,451 )
                 
Total
    (475 )     3,576  
 

 
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Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 by segment (continued)

The following table sets out selected information relating to the GBM segment for the half years ended 30 June 2010 and 2009.

Global Banking and Markets
 
First Half
2010
   
Restated
First Half
2009
 
EUR in millions
           
             
Net interest income
    221       408  
                 
Net fee and commission income
    153       313  
Net trading income
    625       1,188  
Results from financial transactions
    219       (1,323 )
Other income
    -       20  
                 
Non-interest income
    997       198  
                 
Total income
    1,218       606  
                 
Operating expenses
    (918 )     (1,114 )
Loan impairment and other credit risk provisions
    (94 )     (169 )
                 
Total expenses
    (1,012 )     (1,283 )
                 
Operating profit/(loss) before tax
    206       (677 )

Operating profit before tax was EUR 206 million compared with a loss of EUR 677 million in the first half of 2009.

Total income
Total income increased by EUR 612 million to EUR 1,218 million. The improvement is mainly due to increased gains from financial transactions of EUR 1,542 million. This is partially offset by a reduction in interest income, net fee and commission income and trading income reflecting transfers of business to RBS plc as well as unfavourable market conditions.

Net interest income
Net interest income decreased by EUR 187 million, as a result of a sharp fall in money markets revenue in comparison to the comparative period, which benefited from rapidly falling short term interest rates which generated exceptional revenue opportunities.

Non-interest income
Non-interest income increased by EUR 799 million to EUR 997 million. The improvement reflects increased gains from financial transactions of EUR 1,542 million. This is mainly attributable to movements in credit spreads, compared to the prior year when fair value losses were recognised on a portfolio of credit default swaps used to hedge the loan book following tightening of credit spreads. In addition, own credit gains increased by EUR 168 million on the prior period (of which EUR 30 million was realised) and the first half of 2009 saw significant losses on the sale of portfolios to RBS plc.


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Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 by segment (continued)

Non-interest income (continued)
The improvement in gains from financial transactions is partly offset by a EUR 563 million decrease in net trading income as a result of the absence of the favourable market conditions as they prevailed in the first half of 2009, specifically in Asia in the foreign exchange swaps and derivatives trading and in the Americas in the currency trading in emerging market government bonds and options.  It is also offset by a decrease of EUR 160 million in net fee and commission income which is due to reduced business origination and activity resulting in lower brokerage fees following transfers of business to RBS plc, specifically the Debt Capital Markets Business. In addition, the decrease is due to a weaker performance in the first half of 2010 in the UK equities market.

Operating expenses
Operating expenses have decreased by EUR 196 million from EUR 1,114 million for the first half of 2009. This reflects the transfer of business to RBS plc, thus reducing the scale of operations in 2010.

Loan impairments
Loan impairments in the first half of 2010 amounted to EUR 94 million in comparison to EUR 169 million in the same period in 2009. 2010 impairments reflect a small number of single name provisions.


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Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 by segment (continued)

The following table sets out selected information relating to the GTS segment for the half years ended 30 June 2010 and 2009.

Global Transaction Services
 
First Half
2010
   
Restated
First Half
2009
 
EUR in millions
           
             
Net interest income
    153       183  
                 
Net fee and commission income
    150       175  
Net trading income
    1       9  
Results from financial transactions
    -       -  
Other income/(loss)
    (5 )     2  
                 
Non-interest income
    146       186  
                 
Total income
    299       369  
                 
Operating expenses
    (302 )     (293 )
Loan impairment and other credit risk provisions
    -       (8 )
                 
Total expenses
    (302 )     (301 )
                 
Operating (loss)/profit before tax
    (3 )     68  

Operating loss before tax was EUR 3 million, a decrease of EUR 71 million from the prior period.

Total income
Total income decreased by EUR 70 million to EUR 299 million. This is mainly due to a decrease in net interest income and net fee and commission income.

Net interest income
Net interest income decreased by EUR 30 million following transfers of businesses to RBS plc in the course of 2009 and lower interest margins from transactions in Asia and Eastern Europe in 2010.

Non-interest income
The fall in non-interest income relates to the decrease in net fee and commission income in the Netherlands, due to client attrition in the second half of 2009, as well as in Asia due to lower margins on trade settlement products as the risk profile of the region improved.

Operating expense
Operating expenses have increased by EUR 9 million from EUR 293 million for the first half of 2009, reflecting a slight headcount increase compared to the prior period due to global network staff reallocations.
 

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Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 by segment (continued)

The following table sets out selected information relating to the Central Items segment for the half years ended 30 June 2010 and 2009.

Central Items
 
First Half
2010
   
Restated
First Half
2009
 
EUR in millions
           
             
Net interest income/(loss)
    (98 )     (235 )
                 
Net fee and commission income/(loss)
    1       (104 )
Net trading income
    122       117  
Results from financial transactions
    (104 )     (86 )
Other income/(loss)
    9       (46 )
                 
Non-interest income/(loss)
    28       (119 )
                 
Total income
    (70 )     (354 )
                 
Operating expenses
    (214 )     (162 )
Loan impairment and other credit risk provisions
    -       -  
                 
Total expenses
    (214 )     (162 )
                 
Operating loss before tax
    (284 )     (516 )

Operating loss before tax was EUR 284 million compared with a loss of EUR 516 million in the first half of 2009.

Total income
Total income increased by EUR 284 million to a loss of EUR 70 million. This is mainly due to improvements in net interest and net fee and commission results.

Net interest income
Net interest income improved by EUR 137 million due to lower term funding requirements reflecting a reduction in the balance sheet following transfers of business to RBS plc.

Non-interest income
The increase in non-interest income relates to an improvement in net fee and commission income, which is due to the reduction in volume of treasury related activities over the course of 2009. This is offset by a decrease of results from financial transactions due to losses on the sales of Spanish, Greek and Portuguese bonds.

Operating expense
Operating expenses have increased by EUR 52 million to EUR 214 million for the first half of 2010. This is mainly attributable to a bonus tax top up relating to 2009, due to a change in legislation effective in 2010.


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
15

 

Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 by segment (continued)

The following table sets out selected information relating to the Non-Core segment for the half years ended 30 June 2010 and 2009.

Non-Core
 
First Half
2010
   
Restated
First Half
2009
 
             
EUR in millions
           
             
Net interest income
    274       521  
                 
Net fee and commission income
    23       143  
Net trading income/(loss)
    7       (1,162 )
Results from financial transactions
    (34 )     (346 )
Other income/(loss)
    (119 )     70  
                 
Non-interest loss
    (123 )     (1,295 )
                 
Total income/(loss)
    151       (774 )
                 
Operating expenses
    (415 )     (741 )
Loan impairment and other credit risk provisions
    (130 )     (936 )
                 
Total expenses
    (545 )     (1,677 )
                 
Operating loss before tax
    (394 )     (2,451 )

Operating loss before tax was EUR 394 million compared with a loss of EUR 2,451 million in the first half of 2009.

Total income
Total income increased by EUR 925 million to EUR 151 million. This is due to an increase in net trading income of EUR 1,169 million and an increase in results from financial transactions of EUR 312 million, which is partly offset by a decrease in net interest income and in other income.

Net interest income
Net interest income decreased by EUR 247 million. This reflects the significant changes in the composition of assets and liabilities in the balance sheet following the disposal of businesses in Asia and Latin America and transfers of businesses to RBS plc in the course of 2009, including the transfer of multi-seller conduit portfolios.  In addition, interest income was impacted by the overall interest margin pressure.

Non-interest income
The improvement in the non-interest result relates to the increase in net trading income, which is due to the non reoccurrence of high losses in the prior year on counterparty CVA against monoline insurers following transfers of the positions to RBS plc. The loss from financial transactions includes mark to market gains of EUR 111 million on the credit default swap entered into with RBS plc in December 2009 as part of the APS back-to-back agreement as well as an improvement of EUR 171 million on the result of CDS hedges.


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
16

 


Operating and financial review (continued)


Results of operations for the half year ended 30 June 2010 by segment (continued)

Non-interest income (continued)
This is partly offset by a decrease in other income of EUR 189 million reflecting higher business disposal losses. This was largely due to losses on the sale of businesses in Latin America, Asia, Europe and the Middle East. In addition, net fee and commission income decreased by EUR 120 million largely due to the fee payable for the APS back-to-back agreement in 2010.

Operating expense
Operating expenses have decreased by EUR 326 million from EUR 741 million for the first half of 2009. This results mainly from the 2009 charges related to costs incurred on the sale of businesses in Asia and the related goodwill impairments.

Loan impairments
Loan impairments in the first half of 2010 amounted to EUR 130 million, as compared to EUR 936 million in the first half of 2009. Large specific provisions were made in the first half of 2009 reflecting the challenging credit environment. For the half year ended June 2010, there are lower specific commercial and retail provisions, especially on consumer and card lending in Asia and Middle East. For the half year ended June 2010, loan impairments include a benefit of EUR 174 million of loss compensation from the asset protection scheme (‘APS’) back-to-back agreement with RBS plc, entered into by the end of 2009.


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
17

 

Operating and financial review (continued)


Analysis of the balance sheet movements

The following is an analysis, by significant balance sheet category, of movements between 30 June 2010 and 31 December 2009.

EUR in millions
 
30 June
2010
   
Proforma
31 December
20091
   
31 December
2009
 
                   
Assets
                 
Cash and balances at central banks
    7,243       27,580       28,382  
Financial assets held for trading
    68,446       73,830       78,058  
Financial investments
    53,452       54,744       74,897  
Loans and advances to banks
    24,831       22,279       39,659  
Loans and advances to customers
    62,618       69,023       218,246  
Other assets
    20,201       15,176       25,214  
Assets of businesses held for sale
    4,626       4,889       4,889  
                         
Total assets
    241,417       267,521       469,345  
                         
Liabilities
                       
Financial liabilities held for trading
    51,655       59,743       62,687  
Due to banks
    42,893       41,568       46,145  
Due to customers
    55,947       52,866       196,648  
Issued debt securities
    59,544       72,209       95,660  
Provisions
    1,142       1,131       4,790  
Liabilities of businesses held for sale
    4,450       8,894       8,894  
Other liabilities
    13,897       9,137       21,061  
Subordinated liabilities
    7,611       7,331       14,544  
                         
Total liabilities
    237,139       252,879       450,429  
                         
Equity
                       
Equity attributable to non-controlling interests
    34       28       36  
Equity attributable to shareholders of the parent company
    4,244       14,610       18,880  
                         
Total equity
    4,278       14,638       18,916  
                         
Total equity and liabilities
    241,417       267,517       469,345  
(1) Proforma balances as at 31 December 2009, to exclude Dutch State acquired businesses included in the new ABN AMRO Bank.

The balance sheet of RBS Holdings N.V. has significantly changed as a result of the finalisation of the legal separation on 1 April 2010.

 
RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
18

 

Operating and financial review (continued)


Total assets
RBS Holdings N.V.’s total assets amounted to EUR 241.4 billion as at 30 June 2010, a decrease of EUR 227.9 billion since December 2009. The decrease in the balance sheet categories Loans and advances to customers and Other assets is mostly due to the sale of Dutch State acquired businesses included in the new ABN AMRO Bank on 1 April 2010.

Cash and balances at central banks
Cash and balances at central banks has decreased due to a reduction in surplus cash balances held at central banks and other liquid assets, which had been built up as a prudent measure ahead of the legal separation of the Dutch State acquired businesses included in the new ABN AMRO Bank on 1 April 2010. Following successful separation, the liquid assets and associated short-term wholesale funding were managed down to business as usual levels.

Financial assets held for trading
The decrease in financial assets held for trading of EUR 9.6 billion is partly attributable to the sale of Dutch State acquired businesses included in the new ABN AMRO Bank, the novation to RBS plc of derivative financial instruments and the lower volume of over the counter traded derivatives.

Financial investments
The decrease in financial investments of EUR 21.5 billion reflects the sale of Dutch State acquired businesses as well as a decrease in the fair value of government securities.

Loans and advances to banks
Loans and advances to banks decreased by EUR 14.9 billion to EUR 24.8 billion at 30 June 2010 compared to the balance of EUR 39.7 billion at 31 December 2009. This decrease is predominantly attributable to a decrease in time deposits placed of EUR 7.5 billion due to a dividend settlement with Santander, as well as the sale of Dutch State acquired businesses included in the new ABN AMRO Bank.

Total liabilities
The balance sheet categories Financial liabilities held for trading, Due to banks, Due to customers, Issued debt securities, Subordinated liabilities, Provisions and Other liabilities have significantly decreased due to the sale of Dutch State acquired businesses included in the new ABN AMRO Bank N.V. on 1 April 2010.

Equity
Total equity at 30 June 2010 was EUR 4.3 billion, a decrease of EUR 14.6 billion compared to 31 December 2009. This was mainly due to a decrease in share premium and retained earnings as a result of the EUR 9.0 billion dividend distributions by RBS Holdings N.V. to RFS Holdings for the benefit of Santander, coupled with a EUR 6.5 billion dividend distribution for the benefit of the Dutch State as part of the sale of the new ABN AMRO Bank on 1 April 2010.  In addition, during the period EUR 1.2 billion in unrealised losses were recorded in other comprehensive income predominantly relating to available-for-sale debt securities. Cash flow hedging reserves improved by EUR 1.0 billion due to the realisation of reserves following the sale of the new ABN AMRO Bank. In order to capitalise the remaining shared assets and the remaining Dutch State acquired businesses, Santander and the Dutch state injected EUR 0.1 billion and EUR 0.3 billion, respectively in capital.
 
 
RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
19

 
 

Operating and financial review (continued)


Participation in UK Government's Asset Protection Scheme
On 22 December 2009 RBS N.V. and RBS plc entered into two asset protection scheme back-to-back contracts in relation to the RBS N.V. Covered Assets (the Contracts) to de-risk future earnings. These agreements provide RBS N.V. with 100% protection over a specific portfolio of covered assets.

Fees of EUR 108 million for the APS back-to-back agreement where charged to income for the first half of 2010. This half year’s positive fair value change includes mark to market gains of EUR 111 million on the credit default swap. Loan impairments for the first six months reflect a benefit of EUR 174 million of loss compensation under the APS back-to-back agreement with RBS plc.


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
20

 

Operating and financial review (continued)


Key metrics

EUR in millions
 
30 June
2010
   
Proforma
31 December
20091
   
31 December
2009
 
                   
Balance sheet
                 
Funded balance sheet2
    199,558       216,771       415,111  
Total assets
    241,417       267,521       469,345  
Total REIL and PPL 3
    2,801       5,007       8,774  
Risk elements in lending as a % of loans and advances
    4.3%       7.4%       3.9%  
Provision balance as % of REIL/PPL 3
    67%       72%       68%  
Loan:deposit ratio (net of provisions)
    112%       131%       111%  

(1) Proforma balances as at 31 December 2009, to exclude Dutch State acquired businesses included in the new ABN AMRO Bank.
(2) Funded balance sheet is defined as total assets less derivatives.
(3) RBS Holdings N.V. classifies impaired assets as either Risk Elements in Lending (REIL) or Potential Problem Loans (PPL). REIL represents non-accrual loans, loans that are accruing but are past due 90 day and restructured loans. PPL represents impaired assets which are not included in REIL but where information about possible credit problems cause management to have serious doubts about the future ability of the borrower to comply with loan repayment terms.


EUR in millions
 
30 June
2010
   
31 December
2009
 
             
Capital ratios
           
Risk-weighted assets
    89,020       117,535  
Core Tier 1 ratio
    6.1%       16.9%  
Tier 1 ratio
    7.9%       19.9%  
Total capital ratio
    12.1%       25.5%  

Capital ratios
With effect from 30 June 2010, RBS Holdings N.V. Group has migrated to Basel II status, applying AIRB for the majority of credit risk and the standardised approach for operational risk.  The risk-weighted assets and capital ratios as published in the 2009 Annual Report included Dutch State acquired businesses included in the new ABN AMRO Bank as well as capital of Santander and were based on Basel I.  On a proforma basis, the Tier 1 capital ratio for RBS Holdings N.V. Group excluding Dutch State acquired businesses included in the new ABN AMRO Bank and Santander capital as at 31 December 2009, applying Basel I was 16.9%.  On a proforma basis the Tier 1 capital ratio for RBS Holdings N.V. Group excluding Dutch State acquired businesses included in the new ABN AMRO Bank and Santander capital as at 31 December 2009 and applying Basel II was 8.8%. Following the migration to Basel II, RBS Holdings N.V. Group remains well capitalised and is committed to maintaining sound capital ratios.
 

RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
21

 

 
 


 
Condensed Consolidated Financial Statements
 
 
 
 

RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
22

 

Condensed consolidated Income statement
for the half year ended 30 June 2010 (unaudited)


EUR in millions
 
Note
   
First half
2010
   
Restated
First half
2009
   
Restated
Full year
2009
 
                         
Interest income
          2,233       3,253       5,644  
Interest expense
          (1,683 )     (2,376 )     (3,975 )
                               
Net interest income
          550       877       1,669  
                               
Fees and commission income
          567       698       1,442  
Fees and commission expense
          (240 )     (171 )     (419 )
                               
Net fee and commission income
          327       527       1,023  
Net trading income
          755       152       1,452  
Results from financial transactions
    3       81       (1,755 )     (2,511 )
Share of result in equity accounted investments
            32       (22 )     (58 )
Other operating income/(loss)
            (147 )     53       (207 )
Income of consolidated private equity holdings
            -       15       27  
                                 
Total income/(loss)
            1,598       (153 )     1,395  
                                 
Personnel expenses
            (1,067 )     (1,017 )     (2,108 )
General and administrative expenses
            (697 )     (909 )     (1,856 )
Depreciation and amortisation
            (85 )     (377 )     (645 )
Goods and materials of consolidated private equity holdings
            -       (7 )     (12 )
                                 
Operating expenses
            (1,849 )     (2,310 )     (4,621 )
                                 
Loan impairment and other credit risk provisions
    5       (224 )     (1,113 )     (1,621 )
                                 
Total expenses
            (2,073 )     (3,423 )     (6,242 )
                                 
Operating loss before tax
            (475 )     (3,576 )     (4,847 )
Tax
    6       (66 )     753       465  
                                 
Loss from continuing operations
            (541 )     (2,823 )     (4,382 )
Profit/(loss) from discontinued operations
    9       950       176       (18 )
                                 
Profit/(loss) for the reporting period
            409       (2,647 )     (4,400 )
Non controlling interests
            2       2       (1 )
Shareholders of the parent company
            407       (2,649 )     (4,399 )

The accompanying notes on pages 28 to 38 form an integral part of these financial statements.


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
23

 

Condensed consolidated statement of comprehensive income
for the half year ended 30 June 2010 (unaudited)


EUR in millions
 
Note
   
First half
2010
   
First half
2009
   
Full year
2009
 
                         
Profit/(loss) for the reporting period
          409       (2,647 )     (4,400 )
                               
Other comprehensive income/(loss):
                             
Currency translation account
          249       (409 )     (296 )
Available-for-sale financial assets
          (1,647 )     (961 )     20  
Cash flow hedging reserve
          1,299       (269 )     (254 )
Income tax relating to components of other comprehensive income
          130       406       138  
                               
Other comprehensive income/(loss) for the period, net of tax
    4       31       (1,233 )     (392 )
                                 
Total comprehensive income/(loss) for the period, net of tax
            440       (3,880 )     (4,792 )
                                 
Attributable to:
                               
Non controlling interests
            (2 )     (7 )     5  
Shareholders of the parent company
            442       (3,873 )     (4,797 )
                                 
              440       (3,880 )     (4,792 )

The accompanying notes on pages 28 to 38 form an integral part of these financial statements.
 

 
RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
24

 

Condensed consolidated statement of financial position
at 30 June 2010 (unaudited)


EUR in millions
 
Note
   
30 June
2010
   
31 December
2009
 
                   
Assets
                 
Cash and balances at central banks
    12       7,243       28,382  
Financial assets held for trading
            68,446       78,058  
Financial investments
            53,452       74,897  
Loans and advances to banks
            24,831       39,659  
Loans and advances to customers
            62,618       218,246  
Equity accounted investments
            612       856  
Property and equipment
            327       1,961  
Goodwill and other intangibles
            173       645  
Assets of businesses held for sale
    10       4,626       4,889  
Accrued Income and prepaid expenses
            2,528       5,871  
Tax assets
    6       6,604       6,022  
Other assets
            9,957       9,859  
                         
Total assets
            241,417       469,345  
                         
Liabilities
                       
Financial liabilities held for trading
            51,655       62,687  
Due to banks
            42,893       46,145  
Due to customers
            55,947       196,648  
Issued debt securities
            59,544       95,660  
Provisions
            1,142       4,790  
Liabilities of businesses held for sale
    10       4,450       8,894  
Accrued expenses and deferred income
            2,865       6,994  
Tax liabilities
    6       521       578  
Other liabilities
            10,511       13,489  
Subordinated liabilities
            7,611       14,544  
                         
Total liabilities
            237,139       450,429  
                         
Equity
                       
Share capital
            1,852       1,852  
Share premium
            1,737       11,943  
Retained earnings
            2,232       6,697  
Net losses not recognised in the income statement
            (1,577 )     (1,612 )
                         
Equity attributable to shareholders of the parent company
            4,244       18,880  
Equity attributable to non-controlling interests
            34       36  
                         
Total equity
            4,278       18,916  
                         
Total equity and liabilities
            241,417       469,345  

The accompanying notes on pages 28 to 38 form an integral part of these financial statements.

RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
25

 

Condensed consolidated statement of changes in equity
for the half year ended 30 June 2010 (unaudited)

 
EUR in millions
 
Note
   
First half
2010
   
First half
2009
   
Full year
2009
 
                         
Share capital
                       
At beginning of period
          1,852       1,852       1,852  
                               
Balance at end of period
          1,852       1,852       1,852  
                               
Share premium account
                             
At beginning of period
          11,943       5,343       5,343  
Share premium increase
          465       3,000       6,600  
Dividends distributed to the shareholders of the parent company
    8       (10,671 )     -       -  
                                 
Balance at end of period
            1,737       8,343       11,943  
                                 
Other reserves including retained earnings
                               
At beginning of period
            6,697       11,096       11,096  
Profit/(loss) attributable to shareholders of the parent company
            407       (2,649 )     (4,399 )
Dividends distributed to the shareholders of the parent company
    8       (4,863 )     -       -  
Other changes
            (9 )     -       -  
                                 
Balance at end of period
            2,232       8,447       6,697  
                                 
Net income/(losses) not recognised in the income statement
                               
                                 
Currency translation account
                               
At beginning of period
            299       517       517  
Other comprehensive income/(loss) for the period
    4       286       (298 )     (218 )
                                 
Balance at end of period
            585       219       299  
                                 
Net unrealised income/(losses) on available-for-sale assets
                               
At beginning of period
            (840 )     (865 )     (865 )
Other comprehensive (loss)/income for the period
    4       (1,225 )     (713 )     25  
                                 
Balance at end of period
            (2,065 )     (1,578 )     (840 )
                                 
Cash flow hedging reserve
                               
At beginning of period
            (1,071 )     (866 )     (866 )
Other comprehensive income/(loss) for the period
    4       974       (213 )     (205 )
                                 
Balance at end of period
            (97 )     (1,079 )     (1,071 )
                                 
                                 
Equity attributable to shareholders of the parent company at end of period
            4,244       16,204       18,880  
                                 
Non controlling interest
                               
At beginning of period
            36       46       46  
Comprehensive (loss)/ income for the period
            (2 )     (7 )     5  
Repayment to non controlling interests
            -       -       (15 )
                                 
Equity attributable to non-controlling interests at end of period
            34       39       36  
                                 
Total equity at end of period
            4,278       16,243       18,916  

The accompanying notes on pages 28 to 38 form an integral part of these financial statements.

RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
26

 

Condensed consolidated statement of cash flows
for the half year ended 30 June 2010 (unaudited)


EUR in millions
 
Note
   
First half
2010
   
First half
2009
   
Full Year
2009
 
                         
Operating activities
                       
Profit/(loss) for the period
          409       (2,647 )     (4,400 )
Adjustments for non cash items
          751       2,239       3,760  
Movements in operating assets and liabilities
          (18,586 )     38,916       45,866  
                               
Other adjustments
                             
Dividends received from equity accounted investments
          1       -       33  
                               
Net cash flows from operating activities
          (17,425 )     38,508       45,259  
                               
Net cash flows from investing activities
          (2,287 )     (7,400 )     (8,262 )
                               
Financing activities
                             
Issuance of subordinated liabilities
          -       17       2,619  
Repayment of subordinated liabilities
          (810 )     (1,523 )     (1,566 )
Issuance of other long-term funding
          287       3,528       9,797  
Repayment and repurchase of other long term funding
          (1,043 )     (8,824 )     (19,816 )
Issuance of equity funding
          465       3,000       6,600  
Other
          3       (1 )     6  
Dividends paid
    8       (15 )     -       -  
                                 
Net cash flows from financing activities
            (1,113 )     (3,803 )     (2,360 )
Currency translation differences on cash and cash equivalents
            572       (1,129 )     (414 )
                                 
Movement in cash and cash equivalents
            (20,253 )     26,176       34,223  
Cash and cash equivalents at beginning of period
            20,776       (13,447 )     (13,447 )
                                 
Cash and cash equivalents at end of period
    12       523       12,729       20,776  

The accompanying notes on pages 28 to 38 form an integral part of these financial statements.
 

 
RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
27

 

Notes to the condensed consolidated financial statements


1. Basis of preparation
RBS Holdings N.V.’s condensed consolidated financial statements for the half year ended 30 June 2010 are prepared in accordance with International Accounting Standard 34 Interim Financial Reporting.

The condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the RBS Holdings N.V.’s (formerly ABN AMRO Holding N.V.) audited financial statements as part of the Annual Report for the year 2009, which was prepared in accordance with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and IFRS as adopted by the European Union (‘EU’).

The condensed consolidated financial statements are unaudited. In the opinion of management, all relevant disclosures necessary for an understanding of the changes in financial position and performance of RBS Holdings N.V. since the end of the last annual reporting period have been made.

The condensed consolidated financial statements are presented in euros, which is the functional and presentation currency of RBS Holdings N.V., rounded to the nearest million.

Certain amounts in the prior period have been reclassified to conform to the current presentations. These amounts include the restatement for the classification of the Dutch State acquired businesses as discontinued operations. Comparative segment figures have been restated to reflect the current organisation structure.

2. Accounting policies
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2009, as described in those annual financial statements. Adoption of amendments to the following Standards and Interpretations applicable to this accounting period did not have an impact on the accounting policies, financial position or performance of RBS Holdings N.V. Group.

RBS Holdings N.V. has adopted the revised IFRS 3 Business Combinations and related revisions to IAS 27 Consolidated and Separate Financial Statements issued in January 2008 and also The International Financial Reporting Interpretations Committee’s (IFRIC) interpretation IFRIC 17 ‘Distributions of Non-Cash Assets to Owners’ and the IASB’s consequential amendments to IFRS 5 ‘Non-Current Assets Held for Sale and Discontinued Operations’ issued in December 2008. They apply to transactions on or after 1 January 2010 and have not resulted in the restatement of previously published financial information. There have been no material acquisitions in the period and no disposals have been affected. In accordance with IFRS 5, before and after the amendment, the Dutch retail and other banking businesses that were transferred to the Dutch State on 1 April 2010 have been recognised as discontinued operations with consequent changes to the presentation of comparative financial information.
 

 
RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
28

 

Notes to the condensed consolidated financial statements (continued)



There are a number of other changes to IFRS that were effective from 1 January 2010. They have had no material effect on RBS Holdings N.V.

The IASB issued an amendment, ‘Group Cash-settled Share-based Payment Transactions‘, to IFRS 2 ‘Share-based Payment’ in June 2009 that will change the accounting for share awards by permitting accounting for equity settlement only by entities that either grant awards over their own equity or have no obligation to settle a share-based payment transaction. The amendment is effective for accounting periods beginning on or after 1 January 2010 and did not have an effect on RBS Holdings N.V.

The IASB published an amendment ‘Classification of Rights Issues’ to IAS 32 ‘Financial Instruments: Presentation’ and consequential revisions to other standards in October 2009 to improve the accounting for issues of equity for consideration fixed other than in the reporting entity’s functional currency. The amendment is effective for accounting periods beginning on or after 1 February 2010. It did not have an effect on RBS Holdings N.V.

April 2009 Annual Improvements to IFRS – making non-urgent but necessary amendments to standards, primarily to remove inconsistencies and to clarify wording; IAS 39 Financial Instruments: Recognition and Measurement - limited changes to IAS 39 issued in July 2008 clarifying that (a) a one-sided risk can be designated as a hedged risk, i.e. an option can be used to hedge a risk above or below a specified threshold and (b) inflation can be a hedged risk but only if the cash flows include a specified inflation portion. The amendments did not have a material effect on RBS Holdings N.V.

Recent developments in IFRS
The IASB reissued IAS 24, ‘Related Party Disclosures’, in November 2009 clarifying the existing standard and to provide certain exemptions for entities under government control. The revised standard is effective for annual periods beginning on or after 1 January 2011.

The IASB issued IFRS 9 ‘Financial Instruments’ in November 2009 simplifying the classification and measurement requirements in IAS 39 ‘Financial Instruments: Recognition and Measurement’ in respect of financial assets. This standard makes major changes to the framework for the classification and measurement of financial assets and will have a significant effect on RBS Holdings N.V.’s financial statements. The RBS Holdings N.V. Group is assessing this impact which also depends on the outcome of the other phases of IASB’s IAS 39 replacement project.

The IFRIC issued interpretation IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’ in December 2009. The interpretation clarifies that the profit or loss on extinguishing liabilities by issuing equity instruments should be measured by reference to fair value, preferably of the equity instruments. The interpretation, effective for RBS Holdings N.V.’s annual periods beginning on or after 1 January 2011, is not expected to have a material effect on RBS Holdings N.V.
 

 
RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
29

 

Notes to the condensed consolidated financial statements (continued)


3. Results from financial transactions

 
EUR in millions
 
First half
2010
   
Restated
First half
2009
   
Restated
Full year
2009
 
                   
                   
Net result on the sale of available-for-sale debt securities
    (24 )     (74 )     (103 )
Impairment of available-for-sale debt securities
    -       -       (2 )
Net result on the sale of loans and advances
    (21 )     (250 )     (610 )
Net result on available-for-sale equity investments
    30       19       25  
Net result on fair value changes in own credit risk and repurchase of own debt
    243       (75 )     174  
Net result on other equity investments
    (162 )     (181 )     (154 )
Net result on risk mitigants
    246       (1,352 )     (2,113 )
Other
    (231 )     158       272  
                         
Total
    81       (1,755 )     (2,511 )

The net result on risk mitigants is related to swaps that are entered into to hedge credit risks on loans and advances, economically and on a portfolio basis. It also includes the realised result on the settlement of purchased guarantees.

4. Other comprehensive income

 
EUR in millions
 
First half
2010
   
 
First half
2009
   
 
Full year
2009
 
                   
Other comprehensive income/(loss):
                 
Currency translation account
    249       (409 )     (296 )
                         
Available-for-sale financial assets
                       
(Losses)/gains arising during the period
    (1,600 )     (930 )     75  
Less: reclassification adjustments for (losses) included in profit or loss
    (47 )     (31 )     (55 )
                         
      (1,647 )     (961 )     20  
                         
Cash flow hedging reserve
                       
Gains/(losses) arising during the period
    216       (336 )     (253 )
Less: reclassification adjustments for losses/(gains) included in profit or loss
    1,083       67       (1 )
                         
      1,299       (269 )     (254 )
                         
Other comprehensive loss
    (99 )     (1,639 )     (530 )
Income tax relating to components of other comprehensive loss
    130       406       138  
                         
Other comprehensive income/(loss) for the period, net of tax
    31       (1,233 )     (392 )

The majority of the available for sale unrealised losses pertain to changes in market rates on certain debt positions in Greece, Spain and Portugal.  No impairment has been recognised for these positions given Management’s assessment that payment obligations associated with these positions will be met on time and the full amount will be recovered.
 
 

RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
30

 

Notes to the condensed consolidated financial statements (continued)


4. Other comprehensive income (continued)

Tax effects of each component of other comprehensive income

 
EUR in millions
 
First half 2010
   
First half 2009
   
Full year 2009
 
   
Before
tax
amount
   
Tax
   
Net of
tax
amount
   
Before
tax
amount
   
Tax
   
Net of
tax
amount
   
Before
tax
amount
   
Tax
   
Net
of tax
amount
 
Currency translation account
    249       33       282       (409 )     102       (307 )     (296 )     84       (212 )
Available-for-sale financial assets
(1,647 )     422       (1,225 )     (961 )     248       (713 )     20       5       25  
Cash flow hedging reserve
    1,299       (325 )     974       (269 )     56       (213 )     (254 )     49       (205 )
                                                                         
Other comprehensive income
    (99 )     130       31       (1,639 )     406       (1,233 )     (530 )     138       (392 )

The currency translation account includes other comprehensive income/(loss) attributable to non-controlling interests of EUR (4) million (First half 2009: EUR (9) million; Full year 2009: EUR 6 million)

5. Loan impairment and other credit risk provisions

 
 
EUR in millions
 
First half
2010
   
Restated
first half
2009
   
Restated
full year
2009
 
                   
Balance at 1 January
    5,711       4,563       4,563  
                         
Loan impairment and other credit risk provisions movements:
                       
New impairment allowances
    478       1,260       1,832  
Reversal of impairment allowances no longer required
    (59 )     (139 )     (220 )
Recoveries of amounts previously written off
    (21 )     (8 )     9  
                         
Total loan impairment and other credit risk provisions1
    398       1,113       1,621  
                         
Other movements
                       
Amount recorded in interest income from unwinding of discounting
    1       (19 )     (38 )
Currency translation differences
    172       76       51  
Amounts written off (net)
    (2,099 )     (291 )     (753 )
Effect of deconsolidating entities
    -       (8 )     (83 )
Reclassified to held for sale
    (48 )     -       (366 )
Disposals of businesses and discontinued operations
    (2,396 )     343       650  
Reserve for unearned interest accrued on impaired loans
    21       43       66  
                         
Total other movements
    (4,349 )     144       (473 )
                         
                         
Balance at end of period
    1,760       5,820       5,711  

 (1) This loan impairment and other credit risk provisions amount is decreased in the income statement by EUR 174 million, which relates to loss compensation under the Asset Protection Scheme back-to-back agreement. As a result, the impact on the income statement is EUR 224 million for the half year ended 30 June 2010 (Restated first half 2009 and restated full year 2009: nil)


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
31

 

Notes to the condensed consolidated financial statements (continued)


6. Tax
The effective tax rate on operating income from continuing operations for the first half of 2010 is negative 13.9% (half year ended 31 December 2009: 9.6%). The increase in tax assets is mainly due to deferred tax recoveries relating to trading losses recorded in the UK and other comprehensive income losses on available-for-sale interest earning securities.

EUR in millions
 
First half 2010
   
Full year 2009
 
   
Assets
   
Liabilities
   
Assets
   
Liabilities
 
                         
Deferred tax assets and liabilities
                       
                         
Current tax
    531       209       595       337  
Deferred tax
    6,073       312       5,427       241  
                                 
Total
    6,604       521       6,022       578  

7. Segmental analysis
Segment information is presented in respect of RBS Holdings N.V.’s business. The operating segments are consistent with RBS Holdings N.V.’s management and internal reporting structure applicable in the financial year. The segment measure is Operating profit/(loss) before tax.

Following the successful demerger of the majority of the Dutch State acquired businesses into the new ABN AMRO Bank, the Dutch State acquired businesses are classified as discontinued operations and no longer represent a separate segment. Profits from discontinued operations include the related operating results and the gain on sale. The comparative income statement figures for the year 2009 have been restated. Any remaining Dutch State acquired assets and liabilities are presented as assets and liabilities held for sale as at 30 June 2010. Comparative balance sheet figures have not been restated.

Measurement of segment assets, liabilities, income and expenses is based on RBS Holdings N.V.’s accounting policies. Segment assets, liabilities, income and expenses include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Transactions between segments are conducted at arm’s length.

To reflect the focus of and the governance created by the Managing Board on the residual RBS acquired businesses, RBS Holdings N.V. comprises four reportable segments, namely Global Banking & Markets (‘GBM’), Global Transactional Services (‘GTS’) and Central Items, together the ‘Core’ segments, and the Non-Core segment.

The GBM segment represents the business providing an extensive range of debt and equity financing, risk management and investment services to major corporations and financial institutions around the world. The GBM business within RBS Holdings N.V. offers four principal products: Global Lending, Equities, Short Term Markets & Funding and Local Markets.

GTS provides global transaction services, offering Global Trade Finance, Transaction Banking and International Cash Management.


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
32

 


Notes to the condensed consolidated financial statements (continued)


7. Segmental analysis (continued)
The Central Items segment includes group and corporate functions, such as treasury, capital management and finance, risk management, legal, communications and human resources. Central Items manages RBS Holdings N.V. Group’s capital resources, statutory and regulatory obligation and provides services to the branch network.

The Non-Core segment contains a range of businesses and asset portfolios managed separately and that RBS Holdings N.V. Group intends to run off or dispose of in line with RBS Group strategy for Non-Core assets. It also includes the remaining assets and liabilities in RBS N.V. that have not yet been sold, wound down or alternatively transferred by the consortium members, the so-called ‘Shared Assets’, in which each of the consortium shareholders has a joint and indirect interest (assets represent 0.34% of RBS Holdings N.V.’s assets as at 30 June 2010).

 
EUR in millions
 
30 June
2010
   
Restated
31 December
20091
 
             
Total assets
    241,417       469,345  
                 
GBM
    151,209       179,692  
GTS
    11,867       9,072  
Central Items
    48,129       51,199  
                 
Core
    211,205       239,963  
Non-Core
    29,498       43,672  
Reconciling item (Dutch State assets)
    714       185,710  
(1) Changes have been made to RBS Holdings N.V.’s operating Segments in 2010. Comparative data have been restated accordingly.

Operating Segment information for the half year ended June 2010

EUR in millions
 
GBM
   
GTS
   
Central
Items
   
Total
Core
   
Non-Core
   
Total
 
                                     
Net interest  income - external
    320       100       (218 )     202       348       550  
Net interest  income – other segments
    (99 )     53       120       74       (74 )     -  
Non- interest income - external
    980       162       32       1,174       (126 )     1,048  
Non- interest income – other segments 
    17       (16 )     (4 )     (3 )     3       -  
                                                 
Total income - external
    1,300       262       (186 )     1,376       222       1,598  
Total income – other segments
    (82 )     37       116       71       (71 )     -  
                                                 
Total
    1,218       299       (70 )     1,447       151       1,598  
                                                 
Operating expenses
    (918 )     (302 )     (214 )     (1,434 )     (415 )     (1,849 )
Impairment  losses & other credit risk provisions
    (94 )     -       -       (94 )     (130 )     (224 )
                                                 
Operating profit/(loss) before tax
    206       (3 )     (284 )     (81 )     (394 )     (475 )
                                                 
Other Information:
                                               
Amortisation of purchased intangible assets
    11       -       -       11       -       11  
Write-down of goodwill
    -       -       -       -       1       1  


RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
33

 

Notes to the condensed consolidated financial statements (continued)


7. Segmental analysis (continued)

Operating Segment information for the half year ended June 20091

EUR in millions
 
GBM
   
GTS
   
Central
Items
   
Total
Core
   
Non-Core
   
Total
 
                                     
Net interest  income - external
    495       82       (462 )     115       762       877  
Net interest  income – other segments
    (87 )     101       227       241       (241 )     -  
Non- interest income - external
    136       183       (41 )     278       (1,308 )     (1,030 )
Non- interest income – other segments 
    62       3       (78 )     (13 )     13       -  
                                                 
Total income - external
    631       265       (503 )     393       (546 )     (153 )
Total income – other segments
    (25 )     104       149       228       (228 )     -  
                                                 
Total
    606       369       (354 )     621       (774 )     (153 )
                                                 
Operating expenses
    (1,114 )     (293 )     (162 )     (1,569 )     (741 )     (2,310 )
Impairment  losses & other credit risk provisions
    (169 )     (8 )     -       (177 )     (936 )     (1,113 )
                                                 
Operating profit/(loss) before tax
    (677 )     68       (516 )     (1,125 )     (2,451 )     (3,576 )
                                                 
Other Information:
                                               
Amortisation of purchased intangible assets
    14       -       -       14       -       14  
Write-down of goodwill
    32       -       -       32       177       209  
(1) Changes have been made to RBS Holdings N.V.’s operating Segments in 2010. Comparative data have been restated accordingly.

Operating Segment information for the year ended December 20091

EUR in millions
 
GBM
   
GTS
   
Central
Items
   
Total
Core
   
Non-Core
   
Total
 
                                     
Net interest  income - external
    646       295       (404 )     537       1,132       1,669  
Net interest  income – other segments
    64       59       257       380       (380 )     -  
Non- interest income - external
    1,864       340       245       2,449       (2,723 )     (274 )
Non- interest income – other segments 
    4       (21 )     (122 )     (139 )     139       -  
                                                 
Total income - external
    2,510       635       (159 )     2,986       (1,618 )     1,368  
Total income – other segments
    68       38       135       241       (241 )     -  
                                                 
Total income
    2,578       673       (24 )     3,227       (1,859 )     1,368  
                                                 
Operating expenses
    (2,282 )     (650 )     (361 )     (3,293 )     (1,304 )     (4,597 )
Impairment  losses & other credit risk provisions
    (257 )     (27 )     106       (178 )     (1,443 )     (1,621 )
                                                 
Operating profit/(loss) before tax
    39       (4 )     (279 )     (244 )     (4,606 )     (4,850 )
                                                 
Other Information:
                                               
Amortisation of purchased intangible assets
    28       -       -       28       1       29  
Write-down of goodwill
    32       -       -       32       195       227  
(1) Changes have been made to RBS Holdings N.V.’s operating Segments in 2010. Comparative data have been restated accordingly.

8. Dividends

EUR in millions
 
First half
2010
   
First half
2009
   
Full year
2009
 
Dividends paid to the shareholders of the parent company
    15       -       -  
Dividends distributed to the shareholders of the parent company
    15,519       -       -  
                         
Total
    15,534       -       -  
 

 
RBS Holdings N.V. - 2010 Interim Results
UNAUDITED
 
34

 

Notes to the condensed consolidated financial statements (continued)


During the period, dividends of EUR 15,534 million were distributed to the shareholders of RFS Holdings, reducing the share premium account and other reserves by EUR 10,671 millions and EUR 4,863 million respectively. On 5 February 2010 RBS Holdings N.V. made a dividend distribution of EUR 7.5 billion to RFS Holdings, for the benefit of Santander. Immediately before legal separation on 1 April 2010 RBS Holdings N.V. made a further dividend distribution of EUR 1.5 billion for the benefit of Santander, and then again for the benefit of Santander, on 30 June 2010 a dividend of EUR 15 million was paid. As part of the sale of the new ABN AMRO Bank N.V. on 1 April 2010, RBS Holdings N.V. made a EUR 6.5 billion dividend distribution to RFS Holdings, for the benefit of the Dutch State. After these distributions, the indirect interest of Santander has decreased to its share in the remaining Shared Assets.  The Dutch State interest in RBS Holdings N.V. comprises its share in the remaining Shared Assets as well as some assets and liabilities which could not be transferred to the new ABN AMRO Bank before legal separation.

9. Profit/(loss) from discontinued operations
Profits from discontinued operations include the related operating results and when sold, the applicable gain on sale.

Following the successful demerger of the majority of the Dutch State acquired businesses into the new ABN AMRO Bank on 6 February 2010, these businesses met the IFRS requirements of a disposal group held for sale. Legal separation of the new ABN AMRO Bank occurred on 1 April 2010 through a sale of the shares in that entity by RBS Holdings N.V. to a holding company called ABN AMRO Group N.V., a newly incorporated entity owned by the Dutch State. This disposal group represented a major line of business and therefore results for the period are presented as results from discontinued operations as a single line item in the consolidated income statement with prior period amounts restated.

The income statement of discontinued operations:
EUR in millions
 
First half
2010
   
Restated
First half
2009
   
Restated
Full year
 2009
 
                   
Operating income
    1,415       2,426       4,908  
Operating expense
    (1,094 )     (1,747 )     (3,802 )
Loan impairment and other credit risk provisions
    (45 )     (596 )     (1,172 )
                         
Profit before tax
    276       83       (66 )
Gain on disposal before recycling of reserves
    1,949       99       96  
Recycled reserves
    (1,180 )     -       -  
                         
Operating profit from discontinued operations before tax
    1,045       182       30  
Tax
    (95 )     (6 )     (48 )
                         
Profit/(loss) from discontinued operations net of tax
    950       176       (18 )

Cash flows attributable to discontinued operations:
EUR in millions
 
First half
2010
   
First half
 2009
   
Full year
 2009
 
                   
Net cash flows from operating activities
    (1,780 )     (42 )     (42 )
Net cash flows from investing activities
    452       -       -  
Net cash flows from financing activities
    145       -       -  
                         
Net cash flows from discontinued operations
    (1,183 )     (42 )     (42 )

RBS Holdings N.V. - 2010 Interim Results
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Notes to the condensed consolidated financial statements (continued)


10. Assets and liabilities of businesses held for sale
As at 30 June 2010 the assets and liabilities of businesses held for sale represent balances of a number of RBS acquired businesses in the Asian region, loan portfolios in the Latin American region and remaining Private Equity portfolios in within the Non-Core segment, as well as the remaining Dutch State acquired businesses. As at 31 December 2009 the assets and liabilities of businesses held for sale represent balances of a number of RBS acquired businesses in the Asian region, loan portfolios in the Latin American region and remaining Private Equity portfolios within the Non-Core segment.

EUR in millions
 
30 June
2010
   
31 December
2009
 
             
Assets of businesses held for sale
           
Cash and balances at central banks
    161       146  
Financial assets held for trading
    166       494  
Financial investments
    693       582  
Loans and receivables - banks
    236       84  
Loans and receivables - customers
    3,200       3,284  
Property and equipment
    43       55  
Goodwill and other intangibles
    -       30  
Accrued income and prepaid expenses
    20       46  
Other assets
    107       168  
                 
Assets of businesses held for sale
    4,626       4,889  
                 
Liabilities of businesses held for sale
               
Financial liabilities held for trading
    43       474  
Due to banks
    176       66  
Due to customers
    3,701       7,823  
Issued debt securities
    38       (12 )
Provisions
    81       286  
Accrued expenses and deferred income
    37       74  
Other liabilities
    368       177  
Subordinated liabilities
    6       6  
                 
Liabilities of businesses held for sale
    4,450       8,894  

11. Contingent liabilities and commitments
EUR in millions
 
30 June
2010
   
31 December
2009
 
             
Contingent liabilities
           
Guarantees and assets pledged as collateral security
    31,639       33,567  
Other contingent liabilities
    2,950       3,200  
                 
      34,589       36,767  
                 
Commitments
               
Undrawn formal standby facilities, credit lines and other commitments to lend
    41,434       48,593  
Other commitments
    187       2,927  
                 
      41,621       51,520  

Additional contingent liabilities arise in the normal course of RBS Holdings N.V. Group’s business. It is not anticipated that any material loss will arise from these transactions.

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Notes to the condensed consolidated financial statements (continued)


12. Statement of cash flows

The following table analyses the determination of cash and cash equivalents:
EUR in millions
 
30 June
2010
   
31 December
2009
 
             
Cash and balances at central banks
    7,243       28,382  
Loans and receivables-banks
    4,777       3,794  
Due to banks
    (11,805 )     (11,582 )
                 
Cash and cash equivalents from continued operations
    215       20,594  
                 
Cash and balances at central banks
    161       146  
Loans and receivables-banks
    159       40  
Due to banks
    (12 )     (4 )
                 
Cash and cash equivalents from businesses held for sale
    308       182  
                 
Total
    523       20,776  

13. Litigation
RBS Holdings N.V. is involved in a number of legal proceedings in the ordinary course of our business in a number of jurisdictions. In presenting its condensed consolidated financial statements, management of RBS Holdings N.V. makes estimates regarding the outcome of legal, regulatory and arbitration matters, and takes a charge to income when losses with respect to such matters are probable. Charges, other than those taken periodically for costs of defence, are not established for matters when losses cannot be reasonably estimated.
 
Other than as set out below, so far as RBS Holdings N.V. is aware, RBS Holdings N.V. has not been engaged in or does not have pending or threatened any governmental, legal or arbitration proceedings, which may have or have had in the recent past (covering the 12 months immediately preceding the date of this document) a significant effect on its financial position or profitability.
 

World Online International N.V.
In November 2009, the Supreme Court in the Netherlands gave a declaratory judgement against World Online International N.V., Goldman Sachs International and ABN AMRO Bank N.V. (now known as The Royal Bank of Scotland N.V.) in relation to claims arising out of the World Online initial public offering of 2000. It held that these defendants had committed certain wrongful acts in connection with the initial public offering. The judgement does not establish liability or the amount of any loss.

On the basis of information currently available, management is of the opinion that the outcome of the proceedings that RBS N.V. is involved in is unlikely to have a material adverse effect on the consolidated financial position and the consolidated results of RBS Holdings N.V.


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Notes to the condensed consolidated financial statements (continued)


Final settlement reached with United States Department of Justice
In May 2010, following a criminal investigation by the United States Department of Justice (‘DoJ’) into RBS N.V.’s dollar clearing activities, Office of Foreign Assets Control compliance procedures and other Bank Secrecy Act compliance matters, RBS N.V. (formerly ABN AMRO Bank N.V.) formally entered into a Deferred Prosecution Agreement (‘DPA’) with the DoJ resolving the investigation. The investigation was in relation to activities before the Consortium Members acquired RBS Holdings N.V. including its subsidiary RBS N.V. The agreement was signed by RBS N.V. and is binding on that entity and its subsidiaries.

Pursuant to the DPA, RBS N.V. paid a penalty of US $500 million and agreed that it will comply with the terms of the DPA and continue to fully cooperate with any further investigations. Payment of the penalty was covered by a provision established in April 2007 when an agreement in principle to settle was first announced. Upon satisfaction of the conditions of the DPA for the period of 12 months from May 2010, the matter will be fully resolved. Failure to comply with the terms of the DPA during the 12 month period could result in the DoJ recommencing its investigations, the outcome of which would be uncertain and could result in public censure and fines or have an adverse impact upon RBS Holdings N.V.’s operations, any of which could have material adverse impact on its business, reputation, results of operation and financial condition. 

14. Related party transactions
RBS Holdings N.V. has a related party relationship with associates, joint ventures, key management and shareholders of its parent company, RFS Holdings.

The UK government through HM Treasury is the majority shareholder of RBS Group, the ultimate consolidating parent of RBS Holdings N.V. The Dutch State is one of the shareholders of RBS Holdings N.V.’s parent company, RFS Holdings. As a result both the UK government and the Dutch State are related parties of RBS Holdings N.V. RBS Holdings N.V. Group enters into transactions with these and other related parties on an arms’ length basis.

Related party transactions in the half year ended 30 June 2010 were similar in nature to those for the year ended 31 December 2009. Full details of the RBS Holdings N.V. Group’s related party transactions for the year ended 31 December 2009 are included in RBS Holdings N.V.’s 2009 Annual Report.

15. Subsequent events
There were no subsequent events of any material significance after 30 June 2010.

16. Date of approval
The results for the half year ended 30 June 2010 were approved by the Managing Board on 30 August 2010.
 

 
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Principal risks and uncertainties
 
 
 
 

 
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Principal risks and uncertainties


In the section ‘Risk factors’, included in the RBS Holdings N.V.’s 2009 Annual Report are certain risk factors which could affect RBS Holdings N.V. Group’s future results and cause them to be materially different from expected results. These risk factors are hereby incorporated by reference into this report. RBS Holdings N.V. Group’s results are also affected by competition and other factors. The factors discussed in this report and in the RBS Holdings N.V.’s 2009 Annual Report should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. In addition to the risk factors included in the RBS Holdings N.V.’s 2009 Annual Report, we consider the following to be the principal risks and uncertainties for RBS Holdings N.V. Group in the second half of 2010:  

The RBS Holdings N.V. Group may be required to make further contributions to its pension schemes if the value of pension fund assets is not sufficient to cover potential obligations.
Pensions risk is the risk that liabilities of RBS Holdings N.V. Group’s various defined benefit pension schemes which are long-term in nature will exceed the schemes’ assets, as a result of which RBS Holdings N.V. Group is required or chooses to make additional contributions to the schemes. Given the current economic and financial market difficulties and the prospect that they may continue over the near and medium term, the RBS Holdings N.V. Group may experience pension deficits or be required or elect to make further contributions to its pension schemes and such deficits and contributions could be significant.

RBS Holdings N.V. Group is subject to enforcement risks relating to the United States Department of Justice’s criminal investigation of its dollar clearing activities
Although the final amount agreed with the United States Department of Justice (DoJ) regarding a criminal investigation into RBS Holdings N.V. Group's dollar clearing activities, Office of Foreign Assets Control compliance procedures and other Bank Secrecy Act compliance matters is covered by an earlier estimate made by RBS N.V. (formerly ABN AMRO Bank N.V.) regarding the costs of resolving the investigation, the deferral period for further investigations pursuant to the Deferred Prosecution Agreement (DPA) signed in that regard is 12 months. RBS Holdings N.V. Group will comply with the terms of the DPA and continue to fully cooperate with any further investigations. However, failure to comply with the terms of the DPA during the 12 month period could result in the DoJ recommencing its investigations, the outcome of which would be uncertain and could result in public censure and fines or have an adverse impact upon RBS Holdings N.V. Group's operations, any of which could have a material adverse impact on its business, reputation, results of operation and financial condition.

The extensive organisational restructuring may adversely affect the RBS Holdings N.V. Group’s business, results of operations and financial condition.
As part of RBS Holdings N.V. Groups refocus on core strengths and its disposal programme, RBS Holdings N.V. Group has undertaken and continues to undertake extensive organisational restructuring involving the allocation of assets identified as non-core assets to a separate Non-Core Division, and the run-down and sale of those assets over a period of time. As a result of these activities, RBS Holdings N.V. Group may experience a high degree of business interruption, significant restructuring charges, delays in implementation, and significant strain on management, employee, operational and financial resources. Any of these factors could affect RBS Holdings N.V. Group’s ability to achieve its strategic objectives and have a material adverse effect on its business, results of operations and financial condition.


RBS Holdings N.V. - 2010 Interim Results
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Risk and capital management
 
 
 
 
 
 

RBS Holdings N.V. - 2010 Interim Results
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41

 

Risk and capital management


Capital resources
With effect from 30 June 2010, RBS Holdings N.V. Group has migrated to Basel II status, applying AIRB for the majority of credit risk and the standardised approach for operational risk.  The risk-weighted assets and capital ratios as published in the 2009 Annual Report included Dutch State acquired businesses included in the new ABN AMRO Bank as well as capital of Santander and were based on Basel I.  On a proforma basis, the Tier 1 capital ratio for RBS Holdings N.V. Group excluding Dutch State acquired businesses included in the new ABN AMRO Bank and Santander capital as at 31 December 2009, applying Basel I was 16.9%.  On a proforma basis the Tier 1 capital ratio for RBS Holdings N.V. Group excluding Dutch State acquired businesses included in the new ABN AMRO Bank and Santander capital as at 31 December 2009 and applying Basel II was 8.8%. Following the migration to Basel II, RBS Holdings N.V. Group remains well capitalised and is committed to maintaining sound capital ratios.

EUR in millions
 
30 June
2010
   
31 December
2009
 
Composition of regulatory capital
           
             
Tier 1
           
Ordinary shareholders' equity
    4,244       18,880  
Minority interests
    34       36  
Adjustments for:
               
- Goodwill and other intangible assets - continuing
    (26 )     (103 )
- Unrealised losses on available-for-sale (AFS) debt securities
    2,248       1,059  
- Unrealised gains on AFS equities
    (183 )     (219 )
- Other regulatory adjustments
    (899 )     192  
                 
Core Tier 1 capital
    5,418       19,845  
Preference shares
    2,643       5,014  
Surplus/shortfall (disallowed Tier 1)
    (320 )     -  
Less deductions from Tier 1 capital
    (686 )     (1,485 )
                 
Total Tier 1 capital
    7,055       23,374  
                 
Tier 2
               
Unrealised gains on AFS equities
    183       219  
Perpetual subordinated debt
    4,144       7,841  
Disallowed Tier 1 added back to Tier 2
    320       -  
Surplus/shortfall (disallowed Tier 2)
    (274 )     -  
Less deductions from Tier 2 capital
    (686 )     (1,485 )
                 
Total Tier 2 capital
    3,687       6,575  
                 
Total regulatory capital
    10,742       29,949  
                 
Risk weighted assets
               
Credit and counterparty risk
    83,290       115,953  
Market risk
    1,406       1,582  
Operational risk
    4,324       -  
                 
      89,020       117,535  
                 
Capital Ratios
               
Core Tier 1 ratio
    6.1%       16.9%  
Tier 1 ratio
    7.9%       19.9%  
Total capital ratio
    12.1%       25.5%  


RBS Holdings N.V. - 2010 Interim Results
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Risk and capital management (continued)


Credit Risk

Asset quality by industry and geography
Credit risk is the risk arising from the possibility that RBS Holdings N.V. will incur losses owing to the failure of customers to meet their financial obligations. The quantum and nature of credit risk assumed in RBS Holdings N.V. Group’s different businesses varies considerably, while the overall credit risk outcome usually exhibits a high degree of correlation to the macroeconomic environment.

Loans and advances to customers by geography and industry
The following table analyses the balance sheet carrying value of loans and advances to customers (excluding reverse repurchase agreements and stock borrowing) by industry and geography.

Loans and advances to customers by geography and industry as at 30 June 2010

EUR in millions
 
Netherlands
   
UK
   
Other
 Europe
   
US
   
Rest of
 World
   
Total
 
                                     
Central and local government
    683       51       480       92       302       1,608  
Financial Institutions
    2,791       14,450       2,041       418       2,870       22,570  
Individuals - Home
    5       2       292       -       213       512  
Individuals - Other
    481       0       412       -       555       1,448  
Other commercial and industrial comprising:
                                               
– Manufacturing
    3,167       1,489       3,668       1,164       3,854       13,342  
– Construction
    723       37       351       -       130       1,241  
– Service industries and business activities
    7,680       3,193       4,760       1,614       4,942       22,189  
– Agriculture, forestry and fishing
    42       -       98       -       4       144  
– Property
    479       70       455       82       149       1,235  
Finance leases and installment credit
    -       -       11       -       10       21  
                                                 
Loans and advances to customers - gross
    16,051       19,292       12,568       3,370       13,029       64,310  
Provision
                                            (1,692 )
                                                 
Loans and advances to customers – net
                                            62,618  

Loans and advances to customers by geography and industry as at 31 December 2009

EUR in millions
 
Netherlands
   
UK
   
Other
 Europe
   
US
   
Rest of
 World
   
Total
 
                                     
Central and local government
    1,473       85       432       93       87       2,170  
Financial Institutions
    12,739       17,990       2,068       817       3,513       37,127  
Individuals - Home
    102,308       2       306       -       62       102,678  
Individuals - Other
    169       10       1,569       -       1,279       3,027  
Other commercial and industrial comprising:
                                               
– Manufacturing
    9,183       1,274       3,465       1,723       4,244       19,889  
– Construction
    872       40       290       -       223       1,425  
– Service industries and business activities
    29,909       4,047       5,836       1,887       5,636       47,315  
– Agriculture, forestry and fishing
    4,997       -       134       -       86       5,217  
– Property
    3,725       113       913       69       194       5,014  
Finance leases and installment credit
    -       -       11       -       9       20  
                                                 
Loans and advances to customers - gross
    165,375       23,561       15,024       4,589       15,333       223,882  
Provision
                                            (5,636 )
                                                 
Loans and advances to customers - net
                                            218,246  

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Risk and capital management (continued)


Credit Risk (continued)

Proforma Loans and advances to customers by geography and industry as at 31 December 20091
 
EUR in millions
 
Netherlands
   
UK
   
Other
 Europe
   
US
   
Rest of
 World
   
Total
 
                                     
Central and local government
    435       86       432       93       87       1,133  
Financial Institutions
    3,207       17,988       997       817       3,285       26,294  
Individuals - Home
    539       2       306       -       1       848  
Individuals - Other
    -       10       433       -       705       1,148  
Other commercial and industrial comprising:
    -       -       -       -       -       -  
– Manufacturing
    5,707       1,274       3,326       1,564       3,707       15,578  
– Construction
    385       40       271       -       218       914  
– Service industries and business activities
    11,161       4,047       2,850       1,645       5,098       24,801  
– Agriculture, forestry and fishing
    73       -       125       -       81       279  
– Property
    474       110       429       69       185       1,267  
Finance leases and installment credit
    -       -       10       -       10       20  
                                                 
Loans and advances to customers - gross
    21,981       23,557       9,179       4,188       13,377       72,282  
Provision
                                            (3,259 )
                                                 
Loans and advances to customers - net
                                            69,023  
(1) Proforma balances as at 31 December 2009, to exclude Dutch State acquired businesses included in the new ABN AMRO Bank.

Risk elements in lending (REIL) and potential problem loans (PPL)

The table below sets out RBS Holdings N.V.'s loans that are classified as REIL and PPL.
   
30 June
2010
   
Proforma
31 December
 20091
   
31 December
2009
 
EUR in millions
                 
                   
Loans accounted for on a non-accrual basis2
    2,295       4,470       8,089  
                         
Accruing loans which are contractually overdue 90 days or more as to principal interest3:
    109       101       153  
                         
Total REIL
    2,404       4,571       8,242  
                         
PPL 4
    397       436       532  
                         
Total REIL and PPL
    2,801       5,007       8,774  
                         
REIL as a % of gross lending to customers excluding reverse repos5
    4.3%       7.4%       3.9%  
                         
REIL and PPL as a % of gross lending to customers
excluding reverse repos5
    5.0%       8%       4.1%  

RBS Holdings N.V. classifies impaired assets as either Risk Elements in Lending (REIL) or Potential Problem Loans (PPL). REIL represents non-accrual loans, loans that are accruing but are past due 90 day and restructured loans. PPL represents impaired assets which are not included in REIL but where information about possible credit problems cause management to have serious doubts about the future ability of the borrower to comply with loan repayment terms.

(1)
Proforma balances as at 31 December 2009, to exclude Dutch State acquired businesses included in the new ABN AMRO Bank.
(2)
All loans against which an impairment provision is held are reported in the non-accrual category.
(3)
Loans where an impairment event has taken place, but no impairment recognised.
(4)
Loans for which an impairment event has occurred but no impairment provision is necessary.
(5)
Gross of provisions and excluding reverse repurchase agreements.
 
 
RBS Holdings N.V. - 2010 Interim Results
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Risk and capital management (continued)


Financial Investments
RBS Holdings N.V. holds EUR 52.2 billion of financial investments as available-for-sale, the majority of which forms part of the Asset & Liability Management (‘ALM’) liquidity buffer. Of the portfolio, EUR 28.7 billion is OECD government issued debt, comprising exposures to European (EUR 22.8 billion) and US (EUR 5.5 billion) governments and government-related entities. Included therein are EUR 1.1 billion Greek sovereign debt instruments (unrealised losses amounted to EUR 602 million, net of tax).

Further positions in financial investments comprise EUR 18.8 billion of mortgage and other asset-backed securities which are eligible as collateral at central banks. The composition of this portfolio has not changed substantially from 31 December 2009 as disclosed on page 41 of the RBS Holdings N.V. (formerly ABN AMRO Holding N.V.) 2009 annual report as part of the disclosure ‘Credit market and related exposures’. Included therein are EUR 7.1 billion residential mortgage-backed securities covered by the Dutch mortgage guarantee scheme and EUR 9.3 billion residential mortgage covered bonds the majority of which originated in Spain.

Unrealised losses net of tax, on available-for-sale debt securities amounted to EUR 2,248 in June 2010 (31 December 2009: EUR 1,059 million)

Market Risk
There have been no material changes to market risk in the trading book as disclosed in RBS Holdings N.V.’s annual report for the year ended 31 December 2009, that may materially affect the RBS Holdings N.V. Group’s business, results of operations, or financial condition.

Interest rate risk, one of the principal market risks in the non-trading book, is reduced following the sale of Dutch State acquired businesses included in the new ABN AMRO Bank on 1 April 2010.
 

 
RBS Holdings N.V. - 2010 Interim Results
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45

 

Risk and capital management (continued)


Funding and liquidity

RBS Holdings N.V.’s liquidity policy is designed to ensure that at all times RBS Holdings N.V. can meet its obligations as they fall due. Liquidity management within RBS Holdings N.V. addresses the overall balance sheet structure and the control, within prudent limits, of risk arising from the mismatch of maturities across the balance sheet and from the exposure to undrawn commitments and other contingent obligations.


Central Liquidity reserves

The table below shows the breakdown of liquid assets held by RBS Holdings N.V.

 
EUR in millions
 
30 June
2010
   
Proforma
31 December
 20091
 
Liquidity reserves
           
             
Government securities
    16,074       13,822  
Unencumbered collateral2
    14,171       14,494  
                 
Central liquidity portfolio
    30,245       28,316  
Cash and central bank balances
    7,243       27,580  
                 
      37,488       55,896  

(1)
Balances as at 31 December 2009 include RBS acquired businesses only.
(2)
Includes secured assets which are eligible for discounting at central banks.

Key Points
·
Cash and central bank balances were lower due to a reduction in surplus cash balances held at central banks and other liquid assets, which had been built up as a prudent measure ahead of the legal separation of the new ABN AMRO Bank on 1 April 2010. Following successful separation, the liquid assets and associated short-term wholesale funding were managed down to business as usual levels.
·
The increase in Government securities is caused by the release of collateral previously pledged with market counterparties.

Repo agreements
At 30 June 2010, RBS Holdings N.V. had EUR 7,681 million (31 December 2009: EUR 9,209 million) of customer secured funding and EUR 3,672 million (31 December 2009: EUR 6,361 million) of bank secured funding, which included borrowing using central bank funding schemes. With markets continuing to stabilize through the first half of 2010, RBS Holdings N.V. has reduced its reliance on secured funding from central bank liquidity schemes.


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Risk and capital management (continued)


Funding breakdown
The tables below analyses the composition of RBS Holdings N.V.’s sources of wholesale funding and the maturity profile of RBS Holdings N.V.’s debt securities in issue and subordinated debt.

EUR in millions
 
30 June 2010
   
Proforma
31 December 20091
   
31 December 2009
 
         
%
                     
%
 
                                     
Due to banks
    42,893       26 %     41,568       24 %     46,145       13 %
Issued debt securities:
                                               
- Commercial paper
    8,130       5 %     19,201       11 %     19,365       5 %
- Certificates of deposits
    5,726       3 %     1,811       1 %     1,811       1 %
- Medium term notes and other bonds
    45,161       27 %     50,994       29 %     73,702       21 %
- Securitisations
    527       -       203       0 %     782       -  
                                                 
Total issued debt securities
    59,544       35 %     72,209       42 %     95,660       27 %
                                                 
Subordinated debt
    7,611       5 %     7,331       4 %     14,544       4 %
                                                 
Total wholesale funding
    110,048       66 %     121,108       70 %     156,349       44 %
Due to customers
    55,947       34 %     52,866       30 %     196,648       56 %
                                                 
Total funding
    165,995       100 %     173,974       100 %     352,997       100 %

(1) Balances as at 31 December 2009, to exclude Dutch State acquired businesses included in the new ABN AMRO Bank.

   
30 June 2010
 
EUR in millions
 
Debt
securities
in issue
   
Subordinated
debt
   
Total
   
%
 
                         
Less than one year
    29,207       1,666       30,873       46 %
1-5 years
    19,608       1,750       21,358       32 %
More than 5 years
    10,729       4,195       14,924       22 %
                                 
      59,544       7,611       67,155       100 %

   
31 December 2009
 
EUR in millions
 
Debt
securities
in issue
   
Subordinated
debt
   
Total
   
 
%
 
                         
Less than one year
    39,591       827       40,418       37 %
1-5 years
    26,490       9       26,499       24 %
More than 5 years
    29,579       13,708       43,287       39 %
                                 
      95,660       14,544       110,204       100 %

   
Proforma 31 December 20091
 
EUR in millions
 
Debt
securities
in issue
   
Subordinated
debt
   
Total
   
 
%
 
                         
Less than one year
    35,231       827       36,058       45 %
1-5 years
    14,483       9       14,492       18 %
More than 5 years
    22,495       6,495       28,990       37 %
                                 
      72,209       7,331       79,540       100 %

(1) Proforma balances as at 31 December 2009, to exclude Dutch State acquired businesses included in the new ABN AMRO Bank.
 

 
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Contacts


 
RBS Group Investor Relations
Investor.relations@rbs.com
+44 207 672 1758

RBS Group Media Relations:
+44 131 523 4414 (UK)
+31 20 4641150 (NL)

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



   
RBS Holdings N.V.
 
 
 
 
Date:
1 September 2010
 
By:
/s/ Pieter van der Harst
 
       
Name:
Pieter van der Harst
 
       
Title:
Chief Financial Officer