6-K 1 mar07026k-rsbg.txt FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 7 March 2002 The Royal Bank of Scotland Group plc 42 St Andrew Square Edinburgh EH2 2YE Scotland 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 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 --- --- Rule 12g3-2(b) : 82 - ------------------ The following information was issued as Company announcements, in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K: CITIZENS FINANCIAL GROUP, INC. Results for year ended 31 December 2001 The Royal Bank of Scotland Group plc ("RBSG") is pleased to attach a copy of the results of Citizens Financial Group, Inc., its U.S. banking subsidiary. The financial information contained in the attached release has been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Citizens' operating earnings before taxation, amortization of goodwill and core deposit intangible and their one-time costs of their acquisitions and other one-time costs for the year ended December 31, 2001 based on U.K. GAAP and U.S. GAAP were as follows:- $ In Millions Year Ended December 31 2001 2000 ---- ---- U.K. GAAP $720 $535 U.S. GAAP $703 $561 28 February 2002 Contact: Fred Watt Group Finance Director 020 7427 8412 0131 523 2028 Grahame Whitehead Deputy Group Finance Director 020 7427 9450 0131 523 2970 Heather Campion Public Relations 001 617 725 5825 Citizens reports record growth and earnings Cash operating earnings increase 27% PROVIDENCE, RI -- Citizens Financial Group, Inc. ("Citizens") today reported record cash operating earnings of $475 million for the year 2001, up 27% from $375 million for 2000. This was the company's ninth consecutive year of record cash operating earnings. Cash operating earnings exclude the amortization of intangible assets related to various acquisitions, including goodwill and core deposit intangibles, one-time merger and other costs, gains from the sale of business lines and the cumulative effect of accounting change. This reporting is consistent with Citizens' parent, The Royal Bank of Scotland Group plc. On December 1, 2001, Citizens completed the purchase of the retail, small business and certain middle market commercial banking businesses of Mellon Financial Corporation. This transaction included 345 bank branches in Pennsylvania, New Jersey and Delaware and the assumption of $14.4 billion in deposits. The effect of the Mellon transaction had minimal impact on 2001 earnings results. At December 31, 2001, Citizens' total assets were $53.1 billion compared with $30.9 billion at December 31, 2000. The Mellon transaction on December 1, 2001 added assets of $17.5 billion, with New England assets growing by $4.7 billion during 2001. Between the announcement of the Mellon acquisition on July 17, 2001 and the closing on December 1, 2001, deposits grew 7%, or $1 billion, in the Mid-Atlantic area. Excluding the impact of Mellon, Citizens had strong organic loan and deposit growth. Loans and leases, excluding consumer mortgages, increased 13%, or $2.2 billion. Deposits increased 12%, or $2.6 billion. "2001 was an extremely exciting and productive year for Citizens," said Lawrence K. Fish, Chairman, President and CEO of Citizens Financial Group, Inc. "The Mellon transaction is proving already that Citizens' dedication to a strong local focus on our customers, in our communities and with our employees is a winning strategy in all markets," Fish said. Net interest income increased $139 million, or 13%, for 2001. This was due primarily to strong organic loan and deposit growth. Noninterest income increased $67 million, or 18%, for 2001. The growth in noninterest income is being driven by strong growth in Citizens' major business lines. Noninterest operating expense, which excludes the impact of one-time merger and other costs and the amortization of goodwill and core deposit intangible, was $819 million for 2001, a $27 million increase over 2000. Citizens also recorded pre-tax costs for amortization of goodwill and core deposit intangible of $123 million for 2001 compared with $116 million for 2000. Citizens recorded one-time merger and other costs in 2001 of $82 million, $53 million after tax, connected with the December 1, 2001 Mellon transaction. In 2000, one-time merger and other costs of $61 million, $39 million after tax, included the acquisition of UST Corp. on January 11, 2000. Including the impact of the one-time costs, one-time gains, amortization and cumulative effect of accounting change, net income was $319 million for 2001 and $230 million for 2000. Citizens Financial Group, Inc., is a $53.1 billion commercial bank holding company headquartered in Providence, RI. It operates as Citizens Bank in Connecticut, Delaware, Massachusetts, New Hampshire, New Jersey, Pennsylvania, and Rhode Island. Citizens is wholly owned by The Royal Bank of Scotland Group plc. Combined, Citizens has more than 710 branches, more than 1,495 ATMs and more than 12,000 employees in seven states. For more information, please contact our website, citizensbank.com. CITIZENS FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) YEAR ENDED DECEMBER 31 2001 2000 (In Millions) Net interest income $ 1,171 $ 1,032 Provision for credit losses 96 59 ------- ------- Net interest income after provision 1,075 973 for credit losses ------- ------- Noninterest income 447 380 Noninterest expense Operating 819 792 Amortization of goodwill and core deposit 123 116 intangible ------- ------- Total noninterest expense 942 908 Earnings before income taxes 580 445 Income taxes 215 176 ------- ------- Net income-operating 365 269 Cumulative effect of accounting change, net of tax 1 - One-time gain from the sale of business line, net of tax 6 - One-time merger and other costs, net of tax 53 39 ------- ------- Net income 319 230 Cash basis and one-time adjustment, net of tax 156 145 ------- ------- Cash basis-operating earnings $ 475 $ 375 ======= ======= CITIZENS FINANCIAL GROUP, INC. CONSOLIDATED BALANCE SHEETS (unaudited) DECEMBER 31 2001 2000 (In Millions) Assets Cash and due from banks $ 1,126 $ 930 Short-term investments 371 189 Securities 19,256 8,803 Loans and leases: 26,008 17,790 Less: Allowance for possible credit losses 425 296 ------- ------- Net loans and leases 25,583 17,494 ------- ------- Goodwill and core deposit intangible 4,205 1,988 Other assets 2,571 1,524 ------- ------- Total assets $53,112 $30,928 ======= ======= Liabilities and Stockholder's Equity Deposits $39,865 $22,541 Borrowed funds 6,909 4,938 Other liabilities 608 414 ------- ------- Total liabilities 47,382 27,893 ------- ------- Stockholder's equity 5,730 3,035 ------- ------- Total liabilities and stockholder's equity $53,112 $30,928 ======= ======= NATIONAL WESTMINSTER BANK Plc Results for the year ended 31 December 2001 National Westminster Bank Plc ("NatWest") was acquired by The Royal Bank of Scotland Group plc ("RBSG") on 6 March 2000. From that date, the main businesses of NatWest have been run as components of RBSG's business divisions. In addition, a number of NatWest businesses have been sold. As a consequence of this reorganisation and the disposals, comparisons of these results with the prior year are of limited benefit. These statutory results of NatWest are published to meet the requirements of the Listing Rules of the Financial Services Authority in respect of NatWest's Preference Shares which continue to be listed on the London Stock Exchange. CONTENTS PAGE Overview of results 2 Summary consolidated profit and loss account 3 Summary consolidated balance sheet 3 Summary cash flow statement 4 Notes 4 Contacts 4 NATIONAL WESTMINSTER BANK Plc Overview of results Operating profit was up 39%, (pound)728 million to (pound)2,589 million. Profit before tax was (pound)2,589 million, a decrease of 11%, (pound)313 million compared with 2000 which included (pound)967 million profit on disposal of businesses and the final consideration relating to the disposal of Bancorp, (pound)74 million. Total income was 2%, (pound)131 million higher at (pound)7,624 million. Operating expenses at (pound)4,519 million were down 14%, (pound)740 million. Provisions for bad and doubtful debts and amounts written off fixed asset investments at (pound)516 million were 38%, (pound)143 million higher. Total assets at (pound)172.6 billion were down 7%, (pound)13.7 billion. Loans and advances to customers were up 2%, (pound)1.8 billion at (pound)100.6 billion. Loans and advances to banks decreased 11%, (pound)3.7 billion to (pound)31.3 billion. During the year, Financial Markets continued to migrate substantial parts of its business to The Royal Bank of Scotland plc. In addition, NatWest Offshore Limited and the overseas Private Banking operations of Wealth Management were transferred to The Royal Bank of Scotland International (Holdings) Limited on 1 November 2001. NATIONAL WESTMINSTER BANK Plc Summary consolidated profit and loss account Year ended 31 December 31 December 2001 2000 (pound)m (pound)m Total income 7,624 7,493 Operating expenses (4,519) (5,259) ----------- ------------ Profit before provisions for bad and doubtful debts 3,105 2,234 Provisions for bad and doubtful debts and amounts written off fixed asset investments (516) (373) ----------- ------------ Operating profit 2,589 1,861 Profit on disposal of businesses _ 967 Discontinued operations - additional consideration on sale of Bancorp _ 74 ----------- ------------ Profit on ordinary activities before tax 2,589 2,902 Tax on profit on ordinary activities (753) (694) ----------- ------------ Profit on ordinary activities after tax 1,836 2,208 Minority interests - equity (5) (9) Preference dividends - non-equity (43) (41) ----------- ------------ Profit attributable to ordinary shareholders 1,788 2,158 ----------- ------------ Summary consolidated balance sheet 31 December 31 December 2001 2000 (pound)m (pound)m Assets Cash and balances at central banks and items in the course of collection from other banks 3,572 3,300 Treasury bills and other eligible bills 1,475 3,013 Loans and advances to banks 31,269 34,995 Loans and advances to customers 100,618 98,824 Debt securities and equity shares 21,208 34,239 Other assets 14,436 11,862 ----------- ------------ Total assets 172,578 186,233 ----------- ------------ Liabilities Deposits by banks and items in the course of transmission to other banks 26,654 31,243 Customer accounts 99,951 109,722 Debt securities in issue 5,222 9,172 Other liabilities 26,169 22,049 Subordinated liabilities 6,396 6,904 Minority interests, including non-equity interests 110 103 Shareholders' funds, including non-equity interests 8,076 7,040 ----------- ------------ Total liabilities 172,578 186,233 ----------- ------------
NATIONAL WESTMINSTER BANK Plc Summary cash flow statement Year ended 31 December 31 December 2001 2000 (pound)m (pound)m Net cash outflow from operating activities (2,534) (5,001) Dividends received from associated undertakings 1 3 Net cash outflow from returns on investments and servicing of finance (466) (513) Net cash outflow from taxation (739) (480) Net cash inflow from capital expenditure and financial investment 7,265 10,100 Net cash (outflow)/inflow from acquisitions and disposals (245) 1,875 Ordinary equity dividends paid (999) (3,973) ----------- ----------- Net cash inflow before financing 2,283 2,011 Net cash outflow from financing (617) (902) ----------- ----------- Increase in cash 1,666 1,109 ----------- -----------
Notes 1. Accounting policies There have been no changes to the principal accounting policies as set out on pages 24 to 26 of the NatWest's 2000 Annual Report and Accounts. Disclosures required by Financial Reporting Standard ("FRS") 17 'Retirement Benefits' are included in the 2001 Annual Report and Accounts. Further disclosures under the transitional arrangements of the standard will be made in NatWest's financial statements for 2002, and full implementation is required in 2003. NatWest has also implemented FRS 18 'Accounting Policies'. 2. Ordinary dividends Year ended 31 December 31 December 2001 2000 (pound)m (pound)m Paid 399 3,973 Proposed 400 600 ----------- ----------- 799 4,573 ----------- ----------- 3. Statutory accounts This information does not constitute statutory accounts for the years ended 31 December 2001 or 31 December 2000. Statutory accounts for the year ended 31 December 2000 have been delivered to the Registrar of Companies and those for the year ended 31 December 2001 will be delivered following the company's annual general meeting. The auditors have reported on these accounts; their reports were unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. Contacts Fred Watt Group Finance Director 020 7427 8412 0131 523 2028 Grahame Whitehead Deputy Group Finance Director 020 7427 9450 0131 523 2970 THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON NON-CUMULATIVE CONVERTIBLE PREFERENCE SHARES OF (euro)0.01 The Directors have declared the specified dividend on the non-cumulative convertible preference shares of (euro)0.01 for the twelve months to 31 March 2002. The dividend will be paid on 28 March 2002 at a rate of (euro)67.70 per share to holders on the register at close of business on 13 March 2002. 20 February 2002 End NATIONAL WESTMINSTER BANK Plc DIVIDEND ON SERIES B and SERIES C NON-CUMULATIVE DOLLAR PREFERENCE SHARES OF US$25.00 FOR THE THREE MONTHS TO 16 APRIL 2002 The Directors have declared the specified dividends on the undernoted Series of non-cumulative dollar preference shares for the three months to 16 April 2002. The dividends will be paid on 16 April 2002 at the undernoted rates to holders on the register at the close of business on 7 March 2002. Series Dividend payable per share Series B US$0.4921875 Series C US$0.48519 20 February 2002 End NATIONAL WESTMINSTER BANK Plc DIVIDEND ON SERIES A NON-CUMULATIVE STERLING PREFERENCE SHARES OF(pound)1.00 FOR THE SIX MONTHS TO 16 APRIL 2002 The Directors have declared the specified dividend on the Series A non-cumulative sterling preference shares of (pound)1.00 for the six months to 16 April 2002. The dividend will be paid on 16 April 2002 at the rate of 4.5p per share to holders on the register at close of business on 7 March 2002. 20 February 2002 End THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON SERIES B, SERIES C, SERIES D, SERIES E, SERIES F, SERIES G, SERIES H, SERIES I, SERIES J AND SERIES K NON-CUMULATIVE DOLLAR PREFERENCE SHARES of US$0.01 FOR THE THREE MONTHS TO 31 MARCH 2002 The Directors have declared the specified dividends on the undernoted Series of non-cumulative dollar preference shares, all of which are represented by American Depositary Shares, for the three months to 31 March 2002. The dividends will be paid on 28 March 2002 at the undernoted rates to holders on the Register at the close of business on 13 March 2002. As at the date of this announcement all of the undernoted Non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 13 March 2002. Series Dividend payable per share Series B US$0.63 Series C US$0.534375 Series D US$0.51328125 Series E US$0.50625 Series F US$0.478125 Series G US$0.4625 Series H US$0.453125 Series I US$0.50 Series J US$0.53125 Series K US$0.4921875 20 February 2002 End THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON SERIES 1 AND SERIES 2 NON-CUMULATIVE CONVERTIBLE DOLLAR PREFERENCE SHARES OF US$0.01 FOR THE PERIOD TO 31 MARCH 2002 The Directors have declared the specified dividends on the undernoted series of non-cumulative convertible dollar preference shares, all of which are represented by American Depositary Shares, for the six months to 31 March 2002. The dividends will be paid on 28 March 2002 at the undernoted rates to holders on the register at the close of business on 13 March 2002. As at the date of this announcement all of the undernoted non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 13 March 2002. Series Dividend payable per share Series 1 US$45.59 Series 2 US$44.085 20 February 2002 End 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 authorised. 7 March 2002 THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) By: /s/ H Campbell ------------------------------- Name: H Campbell Title: Head of Group Secretariat