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Rothschild & Co

Quarterly Report Sep 15, 2020

1633_ir_2020-09-15_e6200a3f-0cb5-49fa-a3a3-f0a6bf3b018b.pdf

Quarterly Report

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Rothschild & Co Half-year financial report Six months to 30 June 2020

Annual Report 2019

Contents

Half-year activity report 4
Condensed half-year consolidated financial statement 17
Statutory Auditors' review on the half-year consolidated financial information 68
Persons responsible for the half-year financial report 69
About Rothschild & Co 70

1. Summary Consolidated Income Statement

The Supervisory Board of Rothschild & Co SCA met on 15 September 2020 to review the consolidated financial statements from 1 January 2020 to 30 June 2020; these accounts had been previously approved by Rothschild & Co Gestion SAS, Managing Partner of Rothschild & Co.

(in €m) H1 2020 H1 2019 Var Var %
Revenue 838 898 (60) (7)%
Staff costs (523) (520) (3) 1%
Administrative expenses (122) (134) 12 (9)%
Depreciation and amortisation (34) (31) (3) 10%
Impairments (8) 2 (10) (500) %
Operating Income 151 215 (64) (30)%
Other income / (expense) (net) (1) 18 (19) N/A
Profit before tax 150 233 (83) (36)%
Income tax (28) (36) 8 (22)%
Consolidated net income 122 197 (75) (38)%
Non-controlling interests (62) (63) 1 (2)%
Net income - Group share 60 134 (74) (55)%
Adjustments for exceptionals 5 (10) 15 (150)%
Net income - Group share excl.
exceptionals
65 124 (59) (48)%
Earnings per share 1 0.82 € 1.88 € (1.06) € (56) %
EPS excl. exceptionals 0.88 € 1.73 € (0.85) € (49)%
Return On Tangible Equity (ROTE) 6.3% 15.2%
ROTE excl. exceptionals 6.8% 14.0%

1 Diluted EPS is €0.82 (H1 2019: €1.85)

An analysis of Exceptional items and a presentation of Alternative Performance Measures are shown respectively in Appendix B and Appendix G

2. Business activities

2.1 Global Advisory

Our Global Advisory business focuses on providing advice in the areas of Strategic Advisory and M&A; Financing Advisory encompassing Debt Advisory, Restructuring and Equity Advisory; and Investor Advisory advising on engaging with shareholders on a variety of topics including activism, sustainability and governance.

Revenue for H1 2020 was €529.4 million, 3% below H1 2019 (€544.8 million), with the effects of the economic shocks caused by the COVID-19 pandemic being felt from March. For the last twelve months to June 2020, we ranked 8th globally by financial advisory revenue1 .

Operating income for H1 2020, excluding ongoing investment in the development of our North American M&A franchise, was €82 million (H1 2019: €93 million), representing an operating income margin of 15.4% (H1 2019: 17.0%). Including the effect of ongoing investment in senior hiring in North America, operating income was €75 million (H1 2019: €83 million) with an operating income margin of 14.1% (H1 2019: 15.2%).

Our M&A business has remained resilient despite significantly reduced market activity, ranking 2nd globally by number of completed transactions for H1 20202 . In Europe, we continue to advise on more M&A transactions than any of our competitors, a position we have held for more than a decade3 . M&A advisory revenue for H1 2020 was €385.0 million, down 12% compared to H1 2019 (€436.7 million).

Financing Advisory revenue for H1 2020 was €144.4 million, up 34% compared to H1 2019 (€108.1 million), driven by strong demand for liquidity and financing advice. During H1 2020, we ranked 1st in Europe by numbers of completed restructuring transactions3and maintained our position as adviser on more European equity assignments than any other independent financial adviser3 .

Our breadth of independent advice and global footprint position us well to serve existing and new clients effectively through the ongoing crisis. During the second quarter, we have seen a meaningful proportion of the ingoing pipeline of our clients' well-advanced or announced transactions through to completion, and our teams of experienced Financing Advisory bankers have been working extensively with clients to support them on liquidity and financing matters, often in highly expedited situations. Alongside this, all our teams worldwide have been focused on maintaining active dialogues with existing and potential clients in order to offer our assistance and advice in supporting them through this difficult period.

During H1 2020, we promoted 20 new Managing Directors across the business, demonstrating our focus on growing talent from within. In addition, we recruited two new Managing Directors into our Swiss and Middle Eastern businesses and continued our ongoing strategic investment in North America with a new Vice Chairman in North America, advising clients across Restructuring, Debt Advisory and M&A, and one new Managing Director focusing on the Automotive sector.

Global Advisory advised the following clients on significant assignments completed in H1 2020:

  • Asahi Group Holdings on its acquisition of Carlton & United Breweries from AB InBev (US\$11.3 billion, Japan, Australia and Belgium)
  • Finance Agency of the Federal Republic of Germany on its stabilisation package for Deutsche Lufthansa (€9 billion, Germany)
  • Cobham on its recommended cash offer from Advent (£4.2 billion, United Kingdom)
  • Froneri on its acquisition of Nestle's U.S. ice cream business (US\$4 billion, United Kingdom, United States)
  • Rallye on its restructuring and signing of a back-up facility (€3.6 billion and €233 million, respectively, France)
  • Cision on its sale to Platinum Equity (US\$2.74 billion, United States)

In addition, despite the extremely challenging market environment, we continue to work on some of the largest and most complex announced transactions globally, including acting as financial adviser to:

  • PG&E on its restructuring (advisor to creditors US\$52 billion, United States)5
  • Ingenico on its combination with Worldline (€21 billion, France)
  • Consortium led by Advent, Cinven & RAG on its acquisition of Thyssenkrupp's Elevator Technology business (€17.2 billion, Germany, United Arab Emirates and Singapore)4
  • Alstom on its acquisition of Bombardier Transportation and cornerstone investment from CDPQ (€7.5 billion, France and Canada)
  • Nordic Aviation Capital on its restructuring (US\$5.9 billion, United Kingdom)
  • IAG on its proposed Rights Issue (€2.75 billion, Spain and United Kingdom)
  • Fortress Investment Group on its asset backed securitisation of logistics real estate (US\$2 billion, United States)4

For further examples of Global Advisory assignments completed during H1 2020, please refer to Appendix F.

1 Source: Company filings

  • 2 Source: Refinitiv
  • 3 Source: Dealogic
  • 4 Completed in Q3 2020

2.2 Wealth & Asset Management

Wealth & Asset Management is made up of our Wealth Management businesses in France, Switzerland, UK, Belgium, Germany, Monaco and Italy and our Asset Management activity in Europe. In addition, we operate an Asset Management business in North America.

Net New Assets (NNA) were €0.3 billion. These are the result of a combination of an excellent performance in Wealth Management (€1.8 billion net inflows in all our main geographies) partially offset by net outflows of €1.5 billion in our asset management business. Despite the impact of COVID-19, levels of activity have been very high as we remain in constant dialogue with clients in these difficult conditions.

Asset Management recorded a net outflow largely due to North America (€1.4 billion), where our valueoriented investment philosophy has proved difficult in the current environment. However, recently, our North American business has won an important mandate of sub-advisor, with Transamerica AM, a new distribution partner, for approximately \$2.1 billion, effective in December 2020.

Assets under Management (AUM) fell by 6% (€4.7 billion) to €71.3 billion as at 30 June 2020 (31 December 2019: €76.0 billion) as a result of weak market conditions, the sharp fall in the first quarter at the start of the COVID-19 crisis has been partially offset by the rally in the second quarter.

Quarter ended 6 months to June
In € billion 30/06/2020 31/03/2020 30/06/2019 2020 2019
AuM opening 66.7 76.0 69.6 76.0 64.8
of which Wealth Management 46.6 50.5 45.8 50.5 42.5
of which Asset Management 20.1 25.5 23.8 25.5 22.3
Net new assets (0.3) 0.6 1.1 0.3 2.0
of which Wealth Management 0.5 1.3 1.0 1.8 1.9
of which Asset Management (0.8) (0.7) 0.1 (1.5) 0.1
Market and exchange rate 4.9 (9.9) 0.8 (5.0) 4.7
AuM closing 71.3 66.7 71.5 71.3 71.5
of which Wealth Management 49.9 46.6 47.1 49.9 47.1
of which Asset Management 21.4 20.1 24.4 21.4 24.4
% var / AuM opening 7% -6%

The table below presents the progress in Assets under Management.

Overall, despite the impact of COVID-19, the business has performed well, with high levels of activity and a continued ability to attract new clients.

Revenues for H1 2020 were a record €252.3 million, up 5% (H1 2019: €239.2 million). This reflects two opposite effects (i) an increase of 8% in fees and commissions due to the strong growth in AUM enjoyed in 2019 and high transaction fees; and (ii) a decline of 12% in Net interest income driven by the negative impact of the interest environment on our treasury revenue.

Operating income was also strong at €43.9 million, up 14% (H1 2019: €38.4 million). This represents a margin of 17.4% (H1 2019: 16.1%). Cost increases in 2020 over 2019 primarily reflect the impact of growth-oriented recruitment made in 2019 partially offset by reduced marketing, travel and recruitment activity in 2020 due to COVID-19.

As a result of our conservative lending strategy, the private client loan book has proved resilient in the recent challenging market conditions. The relatively few margin calls have been rectified in accordance with normal procedures.

2.3 Merchant Banking

Merchant Banking is the investment arm of Rothschild & Co which manages capital for the firm and third parties in private equity and private debt.

Recurring revenue (management fees) of €53 million was up 29% in H1 2020 (H1 2019: €41 million), as a result of strong AUM growth driven by recent successful fundraisings. Total revenue for H1 2020, however, was €52.8 million, down 52% (H1 2019: €110.4 million), reflecting a close-to-zero contribution from investment performance-related revenue in the period. When compared to the average first half year revenue of the last three years, revenue is down 44%. The table below illustrates the progress in revenue.

In € million H1 2020 H1 2019 % Var
Recurring revenue 53.1 41.3 29%
Investment performance revenue (0.3) 69.1 (100)%
of which carried interest (0.8) 33.5 (102)%
of which realised and unrealised investments gains and
dividends
0.5 35.6 (99)%
Total revenue 52.8 110.4 (52)%
% recurring / total revenue 101% 37%

These figures confirm the pattern seen in the first quarter, with revenue contraction reflecting two opposing effects:

  • a strong increase of 29% in recurring revenue of €11.8 million as a result of AUM growth driven by recent fund closings; and
  • a sharp decrease in investment performance-related revenue of €69.4 million, due to:
    • the performance of the public credit markets which, despite a significant recovery in Q2 2020, are still priced below December 2019. This has negatively impacted the mark-to-market valuation of the Group's investments in certain Credit Management products; and
    • a lack of material unrealised valuation uplifts or realised gains from exits in our private equity funds. Our investments have, however, proven extremely resilient, enabling us to keep their overall valuation in line with December 2019.

The decline in investment performance-related revenue is anticipated to be largely transient, with no or limited impact to our long-term value prospects. Given our sector focus (Healthcare, Data & Software and Technology Enabled Business Services) and the quality of our assets, we remain confident that our equity and debt portfolios' value accretion will resume as market conditions stabilise. Crucially, all the portfolio companies in our equity funds are well capitalised with no liquidity issues.

The significant contribution from recurring revenue, combined with tight cost controls, has allowed Merchant Banking to close H1 2020 with positive Operating income of €10 million, albeit below the same period of last year (€68 million) due to the above-mentioned contraction in investment performance-related revenue. This illustrates the benefits of a balanced business model combining recurring fee-based revenue and investment performance revenue, especially during times when cyclical conditions delay value accretion.

A critical indicator to measure the performance of Merchant Banking over the investment cycle is Return On Risk Adjusted Capital ("RORAC"), a ratio comparing the adjusted profit before tax and an internal measure of risk capital invested in the business, on a rolling three year basis. As at 30 June 2020, RORAC was 25%, lower than last year (28% as at 30 June 2019), but still well above the division's stated target ("above 15% over the cycle"). The use of a three-year rolling average to calculate this metric has reduced the impact of the profit contraction in 2020 – we believe that this calculation method provides a fairer representation of the underlying performance of the business.

The alignment of interests between the Group and our third-party investors remains a key differentiator for Merchant Banking, especially in the midst of these challenging market conditions. During H1 2020:

  • Rothschild & Co's investments in the division's products totalled €25 million, of which €22 million was in private equity and €3 million in private debt;
  • Disposals and distributions generated proceeds of €54 million, of which €44 million was from private equity (mainly due to exits completed by Five Arrows Minority Investments and Five Arrows Secondary Opportunities – more details below) and €10 million from private debt (mainly due to exits completed by Five Arrows Direct Lending – more details below).

New funds and business development

In H1 2020 Merchant Banking has continued to develop its business activities, launching new fundraising initiatives to increase its AUM further and completing new transactions both in our private equity and private debt portfolios.

We are well advanced in raising our third direct lending and our first growth capital funds, both of which have completed successful first closings in H1 2020:

  • In March, Five Arrows Debt Partners III (our third-generation direct lending fund investing in the seniorsecured and junior debt of mid-market European corporates) held its first closing of €450 million;
  • In May, Five Arrows Growth Capital I, (Merchant Banking's new private equity fund investing in European small caps) held its first closing at €120 million; and
  • Five Arrows Private Equity Programme II (second-generation multi-strategy fund) held its third and fourth closings, securing total commitments of more than €400 million to date.

Similarly, our Credit Management business has continued to increase its AUM base:

  • In January, Five Arrows Global Loan Investments (the new investment company investing in the subordinated tranches of CLOs) held its second closing, securing commitments of €230 million to date;
  • In June, Ocean Trails 8 (new US CLO) was priced with assets of c.US\$300 million; and
  • Most recently, Credit Management priced two additional CLOs in July: Ocean Trails IX in the US (c.US\$ 300 million) and Contego VIII in Europe (c.€300 million). Final closings occurred in late August / early September.

Merchant Banking's AUM as at 30 June 2020 was €14.5 billion, up 4% so far in 2020 (31 December 2019: €14.0 billion), of which Rothschild & Co's share is €1.2 billion (8% of total).

Investment and divestment activity

Private Equity

  • Five Arrows Principal Investments III completed its third investment, acquiring Softway Medical (cloudbased software provider for health institutions in France);
  • Five Arrows Minority Investments, the division's co-investment business, completed the disposal of Reponse Invest (provider of interior design solutions to retail outlets);
  • Five Arrows Secondary Opportunities V, completed the acquisition of a portfolio of attractive small cap companies in the Nordic region, mainly active in the Business Services sector; and
  • Most recently, in July, Five Arrows Principal Investments III and Five Arrows Capital Partners acquired Juvare (US-based crisis management technology platform) with significant growth opportunities in North America and Europe.

Private Debt

  • Five Arrows Direct Lending completed two exits, BFCC (a French distributor of dental prostheses) and Arachas (an Irish commercial insurance broker), achieving gross IRRs of 9.8% and 10.0% respectively; and
  • Five Arrows Debt Partners III completed its first investment, providing financing to Aquam Water Services (leading technology and service provider to UK water utilities). Two further investments for the fund have been closed in July.

Evolution in Net Asset Value of the Group's investments in Merchant Banking products (in millions of euros)

3. Consolidated financial results

3.1 Revenue

For H1 2020, revenue was €838 million (H1 2019: €898 million), representing a decrease of €60 million or 7%. This was largely due to Merchant Banking where revenue decreased by €58 million. The translation effect of exchange rate fluctuations increased revenue by €4 million.

3.2 Operating expenses

3.2.1 Staff costs

For H1 2020, staff costs were €523 million, almost at the same level as in H1 2019 (€520 million), in line with the robust level of revenue delivered by our Global Advisory and Wealth and Asset Management divisions. The translation impact of exchange rate fluctuations resulted in an increase in staff costs of €2 million.

The adjusted compensation ratio, as defined in Appendix G on Alternative Performance Measures, was 68.0% as at 30 June 2020 (30 June 2019: 62.8%). When adjusting for the effects of senior hiring in the US for the advisory business and exchange rates; the ratio is 67.3% (30 June 2019: 61.4%). Further, if adjusted for the deferred bonus effect, the ratio is 66.3% (30 June 2019: 59.9%).

The H1 2020 compensation ratio has been negatively impacted by lower investment performance-related revenue from Merchant Banking (average of €60 million for the last three first half years) on which bonuses are not payable. If we calculate a pro forma ratio including an equivalent amount of investment revenue as in H1 2019 (€69.1 million), the compensation ratio would be 62.1%, being a similar level to H1 2019 ratio of 61.4%.

Overall Group headcount was similar to December 2019 at 3,557 as at 30 June 2020 (31 December 2019: 3,559).

3.2.2 Administrative expenses

For H1 2020, administrative expenses were €122 million (H1 2019: €134 million) representing a decrease of €12 million. The translation impact of exchange rate fluctuations had no net impact on administrative expenses.

As announced in our full year results press release, the Group decided to move to a new IT infrastructure supplier to enable it to accelerate the implementation of its operational programmes. This will result in a one-off transition and transformation charge of around €15 million in 2020. For H1 2020, that charge represented €5.5 million.

The administrative expenses reduction is mainly related to the impact of COVID-19, which resulted in savings in travel, marketing and other costs of €14 million.

3.2.3 Depreciation and amortisation

For H1 2020, depreciation and amortisation were €34 million (H1 2019: €31 million), representing an increase of €3 million. The translation impact of exchange rate fluctuations had no net impact on depreciation and amortisation.

3.2.4 Impairment charges and loan provisions

For H1 2020, impairment charges and loan provisions were €8 million (H1 2019: credit of €2 million). In H1 2019, we had a reduction in provisions which resulted in a credit of €2 million. However, given the current uncertain environment, we have conservatively recognised in H1 2020 an increase in provisions in respect of our corporate loan book (€2.2 million) as well as certain GA receivables.

3.3 Other income / (expenses)

For H1 2020, other income and expenses, which include results from equity-accounted companies and gains / losses on disposal of subsidiaries and associates, resulted in a net cost of €1 million (H1 2019: net income of €18 million). In H1 2019, it comprised net capital gains on property transactions and on legacy assets including the sale of Trust.

3.4 Income tax

For H1 2020, the income tax charge was €28 million (H1 2019: €36 million) comprising a current tax charge of €27 million and a deferred tax charge of €1 million, giving an effective tax rate of 18.8% (H1 2019: 15.6%).

3.5 Non-controlling interests

For H1 2020, the charge for Non-controlling interests was €62 million (H1 2019: €63 million). This mainly comprises interest on perpetual subordinated debt and preferred dividends payable to French partners in line with the performance of the French Global Advisory and Wealth & Asset Management businesses.

4. Financial structure

The Group is regulated by the French Prudential and Resolution Authority (ACPR: Autorité de Contrôle Prudentiel et de Résolution) as a financial company (Compagnie Financière). The Group continues to maintain a high level of liquidity. As at 30 June 2020, total liquid assets as a percentage of total assets was 58% (57% as at 31 December 2019).

30/06/2020 31/12/2019 Full Basel 3 minimum with the CCB
(Capital Conservation Buffer)
Common Equity Tier 1 ratio 19.6% 20.2%5 7.0%
Global solvency ratio 19.6% 20.2%6 10.5%

The CET 1 ratio was 19.6%6 as at 30 June 2020 (20.2% as at 31 December 2019). The fully loaded Common Equity Tier 1 capital is calculated in accordance with applicable CRR/CRD4 rules. The fully loaded solvency ratios are presented pro forma for current earnings7 , net of dividends, for the current financial year, unless specified otherwise.

5. COVID-19

Our focus throughout the COVID-19 crisis remains the safety and welfare of our colleagues and the needs of our clients. We were able to move swiftly into a home-working set-up for all of our employees without major impact on productivity. This accelerated adoption of digital remote working practices is a testament to the hard work and resilience of our teams around the globe.

5 The ratios as at 31 December 2019 have been recalculated to reflect the cancellation of the 2019 dividend, in accordance with the ACPR's recommendation

6 The ratio submitted to ACPR as at 30 June 2020 was 19.0%, which excludes the profit of the first half of the year as non-audited at the time of the submission

7 Subject to the provisions of article 26.2 of Regulation (EU) No 575/2013

Our return to the office is now taking place in a measured and prudent manner, respecting local government requirements.

The Group is financially resilient; we have a strong balance sheet with a capital ratio of 19.6% and high levels of liquidity. Our prudent approach to the business is also reflected in our conservative loan book.

Thanks to our staff, clients and operating synergies from our three-business model, the Group is confident it will emerge from this crisis stronger and fully able to continue to support our clients and to take advantage of future business opportunities.

6. Dividend

Following the announcements by the Autorité de contrôle prudentiel et de résolution (ACPR) in March and July recommending that dividend payments by financial institutions should not be paid, the Managing Partner has decided that no dividend will be distributed to shareholders during the 2020 financial year.

However, it is the intention of the Managing Partner to pay the dividend of €0.85 per share, previously announced in respect of 2019, when appropriate.

7. Outlook

In Global Advisory, whilst it is still too difficult to predict the outcome for the year with any confidence, we expect our M&A revenue for the full year to be below 2019 levels, with this decline partially mitigated by Financing Advisory activity. Several M&A situations were put on hold as a consequence of COVID-19, but we have seen a meaningful proportion of our clients' ingoing well-advanced or announced transactions through to completion. We are currently experiencing new M&A activity beginning to return, albeit we remain cautious with regards to predicting M&A activity levels going forward. We also continue to see strong demand to advise existing and new clients with regards to liquidity, financing and balance sheet repair matters, often across multi-disciplinary teams.

In Wealth & Asset Management, although our first half 2020 was exceptionally strong, we anticipate revenues to be lower in the second half of 2020 predominantly due to expected lower transaction volumes and to the effects of the interest rate environment, especially in US Dollar and Sterling. NNA is expected to improve in Asset Management but it may prove difficult to sustain the current levels of NNA in Wealth Management given the restrictions imposed by COVID-19 and the decline in M&A activity which has been an important source of new business in recent years. The crisis has, however, underlined how our excellent client service and positive investment performance remain key differentiators in a competitive market and we believe that we are well placed to benefit from future opportunities.

In Merchant Banking, we expect to continue to grow our recurring revenue base, which will represent our main profitability driver in 2020. The adverse effects of the COVID-19 outbreak will be confined to our investment performance-related revenue and are expected to be transient with no long-term impact on our value creation prospects. We believe our portfolios are well-equipped to weather this downturn and attribute this resilience to our fundamental investing principles centred around capital preservation.

Although the underlying performance of our businesses is proving robust, there is still considerable uncertainty around how the current situation will develop and it is clear that the effect for the Group will be materially detrimental compared to 2019, largely due to the limited investment revenue we expect to earn in Merchant Banking which has a direct impact on the Group's net income. However, we remain focused on our strategy to increase revenue while maintaining a close control over costs, and we have the advantage of being able to manage the significant element of our cost base which is variable compensation. Experience has shown that our business model is resilient, highly adaptable and well suited to clients' needs at times like these. Therefore, the Group is confident it will emerge from this crisis stronger and fully able to continue to support our clients and to take advantage of future business opportunities.

A. Summary Consolidated Balance sheet

(in €bn) 30/06/2020 31/12/2019 Var
Cash and amounts due from central banks 3.9 4 4 (0.5)
Loans and advances to banks 24 2.0 0.4
Loans and advances to customers 3.3 3.3
of which Private client lending 2.9 28 0.1
Debt and equity securities 2.8 2.8
Other assets 1.6 1.7 (0.1)
Total assets 14.0 14.2 (0.2)
Due to customers 9.7 9.5 0.2
Other liabilities 1.8 2.1 (0.3)
Shareholders' equity - Group share 2.2 2.2
Non-controlling interests 0.3 0.4 (0.1)
Total capital and liabilities 14.0 14.2 (0.2)

The foreign exchange translation effect between 30 June 2020 and 31 December 2019 has no material effect on the balance sheet.

B. Exceptional items

(in €m) H1 2020 H1 2019
PBT PATMI EPS PBT PATMI EPS
As reported 150 60 0.82 € 233 134 1.88 €
- Net profit on legacy assets 18 10 0.15 €
- IT transition costs (6) (5) (0.06) €
Total exceptional (charges) / profits (6) (5) (0.06) € 18 10 0.15 €
Excluding exceptional 156 65 0.88 € 215 124 1.73 €

C. Performance by business

(in €m) Global
Advisory
Wealth & Asset
Management
Merchant
Banking
Other businesses
and corporate
centre
IFRS
reconciliation 1
H1 2020
Revenue 529 252 53 7 (3) 838
Operating expenses (454) (206) (43) (28) 52 (679)
Impairments - (2) - - (6) (8)
Operating income 75 44 10 (21) 43 151
Other income / (expense) - - - - (1) (1)
Profit before tax 75 44 10 (21) 42 150
Exceptional (profits) / charges - - - - 6 6
PBT excluding exceptional
charges / profits
75 44 10 (21) 48 156
Operating margin % 14% 17% 19% - - 19%
(in €m) Global
Advisory
Wealth & Asset
Management
Merchant
Banking
Other businesses
and corporate
centre
IFRS
reconciliation 1
H1 2019
Revenue 545 239 110 14 (10) 898
Operating expenses (462) (202) (42) (28) 49 (685)
Impairments - 1 - - 1 2
Operating income 83 38 68 (14) 40 215
Other income / (expense) - - - - 18 18
Profit before tax 83 38 68 (14) 58 233
Exceptional (profits) / charges - - - - (18) (18)
PBT excluding exceptional
charges / profits
83 38 68 (14) 40 215
Operating margin % 15% 16% 62% - - 24%

The sale of our worldwide wealth planning and trust services business was completed in February 2019. The result for this business in 2019 has been classified in "Other businesses" at Group level.

1 IFRS reconciliation mainly reflects: the treatment of profit share paid to French partners as non-controlling interests; accounting for deferred bonuses over the period that they are earned; the application of IAS 19 for defined benefit pension schemes; adding back nonoperating gains and losses booked in "net income/(expense) from other assets" or administrative expenses; and reallocating impairments and certain operating income and expenses for presentational purposes.

D. FX rates

.

P&L Balance sheet
Rates H1 2020 H1 2019 Var Rates 30/06/2020 31/12/2019 Var
€ / GBP 0.8773 0.8715 1% € / GBP 0.9088 0.8522 7%
€ / CHF 1.0642 1.1274 (6)% € / CHF 1.0654 1.0860 (2)%
€ / USD 1.1065 1.1300 (2)% € / USD 1.1251 1.1214 0%

P&L rates are illustrative. P&L is translated at the rates of the month in which P&L is booked.

E. Quarterly progression of revenue

In € million 2020 2019 Var
1st quarter 269.1 292.5 (8)%
Global Advisory 2nd quarter 260.3 252.3 3%
Total 529.4 544.8 (3)%
1st quarter 130.8 118.5 10%
Wealth & Asset Management 2nd quarter 121.4 120.7 1%
Total 252.2 239.2 5%
1st quarter 20.7 24.1 (14)%
Merchant Banking 2nd quarter 32.1 86.3 (63)%
Total 52.8 110.4 (52)%
Other business 1st quarter 3.1 9.8 (68)%
and corporate centre 2nd quarter 4.0 3.5 14%
Total 7.1 13.3 (47)%
1st quarter (7.3) (1.0) 630%
IFRS reconciliation 2nd quarter 3.6 (9.2) (139)%
Total (3.7) (10.2) (64)%
Total Group 18t quarter 416.4 443.9 (6)%
Revenue 2nd quarter 421.4 453.6 (7)%
Total 837.8 897.5 (7)%

Global Advisory advised the following clients on notable transactions completed in the first 6 months of 2020.

M&A and strategic advisory

  • Asahi Group, the global beer, spirits and soft drinks business, on its acquisition of Carlton & United Breweries from AB InBev (US\$11.3 billion, Japan, Australia and Belgium)
  • Cobham, a global aerospace and defence company, on its recommended cash offer from Advent (£4.2 billion, United Kingdom)
  • Froneri, a global ice cream company, on its acquisition of Nestle's U.S. ice cream business (US\$4 billion, United Kingdom, United States)
  • Ei Group, the largest pub company in the UK, on its recommended cash offer by Stonegate (£3 billion, United Kingdom)
  • Vivendi, an integrated media and content group, on its sale of a 10% stake in Universal Music Group to a Tencent-led consortium at an EV of €30 billion (€3 billion, France, United States, China)
  • Cision, the media software and services provider, on its sale to Platinum Equity (US\$2.74 billion, United States)
  • DP World, a leading international marine terminal operator, on its recommended cash offer for a 19.5% stake from Port & Free Zone World at an EV of US\$13.9 billion (US\$2.7 billion, United Arab Emirates)
  • Lytx, the leading provider of driver video technology, on its sale to a consortium led by Permira (US\$2.55 billion, United States)
  • Wumei Technology, one of the largest Chinese retailers, on its acquisition of an 80% stake in METRO China (€1.52 billion, China)
  • Accor, a world leading hotel group, on its disposal of a 85.8% stake in Orbis to AccorInvest (€1.1 billion, France, Poland)
  • TELUS International, a leading communications and information technology company, on its acquisition of Competence Call Center (US\$1 billion, United States, Germany)
  • Clarins, a major international player in the beauty, fragrance and fashion markets, on its disposal of Mugler and Azzaro fragrance brands to L'Oréal (France)

Financing Advisory

  • Finance Agency of the Federal Republic of Germany on its stabilisation package for Deutsche Lufthansa, the country's largest airline (€9 billion, Germany)
  • Rallye, a retail group with interests in Casino Guichard-Perrachon and Groupe GO SPORT, on its restructuring and signing of a back-up facility (€3.6 billion and €233 million, respectively, France)
  • Mitchells & Butlers, a leading operator of managed restaurants and pubs in the UK, on its securitisation amendments and new UK Coronavirus Large Business Interruption Loan Scheme facilities (£3.4 billion, £100 million, United Kingdom)
  • Hamburg Commercial Bank on its Liability Management Exercise (€2.3 billion, Germany)
  • Manchester Airport Group on its equity injection from existing shareholders and creditor consent solicitation process (£300 million and £1.96 billion, respectively, United Kingdom)
  • Lenders of Royal IHC, a builder of vessels and equipment for the dredging, offshore and mining industries, on the sale and restructuring of Royal IHC, and arrangement of a tailored government support package (€1.2 billion and €400 million respectively, Netherlands)
  • Boehringer Ingelheim, one of the world's largest pharmaceutical companies, on its sell-down in Hikma Pharmaceuticals (£920 million, Germany)
  • Artémis, a holding company managing a range of brands, on its offering of bonds exchangeable for PUMA shares (€500 million, France and Germany)

G. Alternative performance measures (APM) - Article 223-1 of the AMF's General Regulation

Alternative
Performance
Measures
Definition Reason for use Reference
to
the
data in the Press
release / Investor
presentation
Net
income

Group
share
excluding
exceptionals
Net income attributable to equity holders excluding exceptional items To measure Net result Group
share
of
Rothschild
&
Co
excluding exceptional items of a
significant amount
Please
refer
to
Appendix B.
EPS
excluding
exceptionals
EPS excluding exceptional items To measure Earnings per share
excluding exceptional items of a
significant amount
Please
refer
to
Appendix B.
Adjusted
compensation
Ratio between adjusted staff costs divided by consolidated Revenue of
Rothschild & Co.
To measure the proportion of Net
Banking Income granted to all
-
employees.
Please refer:
to § 3.2 Operating
expenses / Staff
costs and
in the Investor
presentation to
slide 30
ratio Adjusted staff costs represent:
1.
staff costs accounted in the income statement (which include the effects of
Key indicator for competitor listed
accounting for deferred bonuses over the period in which they are earned
as opposed to the "awarded" basis),
investment banks.
-
Rothschild & Co calculates this
2.
to which must be added the amount of profit share paid to the French
partners,
ratio with adjustments to give the
fairest and closest calculation to
the
one
used
by
other
3.
from which must be deducted redundancy costs, revaluation of share
based employee liabilities and business acquisition costs treated as
employee compensation under IFRS,
comparable listed companies.
which gives Total staff costs in calculating the basic compensation
-
ratio
4.
from which the investment costs related to the recruitment of senior
bankers in the United States must be deducted,
5.
the amount of adjusted staff costs is restated by the exchange rate effect to
offset the exchange rate fluctuations from one year to the next one,
which gives the adjusted staff costs for compensation ratio.
-
Return
on
Tangible
Equity
Ratio between Net income - Group share excluding exceptional items and
average tangible equity Group share over the period.
To
measure
the
overall
profitability of Rothschild & Co
In
the
Investor
presentation release,
(ROTE) excluding
exceptional items
Tangible equity corresponds to total equity Group share less intangible assets
(net of tax) and goodwill.
excluding exceptional items on
the equity capital in the business
please refer to slide
39
Average tangible equity over the period equal to the average between tangible
equity as at 31 December 2019 and 30 June 2020.
Business
Operating margin
Each Business Operating margin is calculated by dividing Profit before tax
relative to revenue, business by business.
To
measure
business'
profitability
Please refer to § 2
It excludes exceptional items.
Return on Risk
Adjusted
Capital
(RORAC)
Ratio of an adjusted profit before tax divided by an internal measure of risk
adjusted capital deployed in the business on a rolling 3-year basis.
To measure the performance of
the Merchant Banking business
In
the
Investor
presentation release,
The estimated amount of capital and debt which management believes would
be reasonable to fund the Group's investments in Merchant Banking products is
consistent with its cautious approach to risk management. Based on the mix of
its investment portfolio as of the reporting dates, management believes that this
"risk-adjusted capital" (RAC) amounts to c. 70% of the Group's investments net
asset value and that the remainder could be funded by debt. This percentage
broadly represents the weighted average of 80% for equity exposures, 50% for
junior credit exposures, 40% for CLO exposures in vertical strips and 33% for
senior credit exposures.
please refer to slide
39
To calculate the RORAC, Merchant Banking profit before tax is adjusted by a
notional 2.5% cost of debt, computed as per the above (i.e. 30% of the Group's
investments NAV), divided by the RAC.
Disclosed RORAC is calculated on a 3-year rolling period average to account
for the inevitable volatility in the financial results of the business, primarily
relating to investment income and carried interest recognition.

Condensed half-year consolidated financial statement

Consolidated balance sheet as at 30 June 2020 19
Consolidated income statement for the six months ended 30 June 2020 20
Statement of comprehensive income for the six months ended 30 June 2020 21
Consolidated statement of changes in equity for the six months ended 30 June 2020 22
Cash flow statement for the six months ended 30 June 2020 23
Notes to the consolidated financial statements 24

Abbreviations and glossary

Term Definition
ACPR Autorité de Contrôle Prudentiel et de Résolution (French Prudential and Resolution Authority)
bp Basis point
Category 1/2/3/4/5 Classification of credit risk rating by the Group, explained in section 4.2.1
CGU Cash-generating unit
Company Rothschild & Co SCA
CRD4 Capital Requirements Directive 4
DCF Discounted cash flow
ECL Expected credit loss (IFRS 9), which can be measured on either a 12-month basis (12m ECL) or a lifetime basis
(lifetime ECL)
Equity Scheme Rothschild & Co operates a scheme for certain senior staff where participants are required to invest in Rothschild
& Co shares and for each share owned they are granted four share options
FVOCI Fair value through other comprehensive income
FVTPL Fair value through profit or loss
GA Global Advisory (business segment)
Group Rothschild & Co SCA consolidated group
IBOR Interbank Offered Rate
IFRS International Financial Reporting Standards
LCR Liquidity Coverage Ratio
Level 1/2/3 IFRS 13 fair value hierarchy, explained in section 4.5.1
LGD Loss given default (IFRS 9)
LIBOR London Interbank Offered Rate
Lombard lending Lending secured against portfolios of securities
LTV Loan to value
Managing Partner Rothschild & Co Gestion SAS (the gérant )
MB/Merchant Banking Merchant Banking (business segment)
NCI Non-controlling interest
OCI Other comprehensive income
PCL Private Client Lending in the WAM business segment
PD Probability of default (IFRS 9)
POCI Purchased or originated credit-impaired financial asset (IFRS 9)
R&Co Rothschild & Co SCA
R&Co Gestion Rothschild & Co Gestion SAS (the gérant /Managing Partner)
R&CoBI Rothschild & Co Bank International Limited
R&CoBZ Rothschild & Co Bank AG Zurich
R&CoCL Rothschild & Co Continuation Limited
ROU asset Right of use asset (IFRS 16)
SICR Significant increase in credit risk (IFRS 9)
Stage 1/2/3 IFRS 9 credit quality assessments
Supervisory Board Rothschild & Co Supervisory Board
WAM Wealth & Asset Management (business segment)

Consolidated balance sheet

as at 30 June 2020

Assets

In thousands of euro
Notes
30/06/2020 31/12/2019
Cash and amounts due from central banks 3,899,226 4,382,129
Financial assets at fair value through profit or loss 1
1,262,424
1,347,101
Hedging derivatives 2
369
1,029
Securities at amortised cost 3
1,590,654
1,520,879
Loans and advances to banks 4
2,410,807
2,001,714
Loans and advances to customers 5
3,329,362
3,264,001
Current tax assets 26,579 20,690
Deferred tax assets
15
77,500 59,469
Other assets 6
564,389
693,838
Investments accounted for by the equity method 24,958 25,562
Tangible fixed assets 282,635 306,904
Right of use assets 7
214,218
221,763
Intangible fixed assets 8
181,928
171,203
Goodwill 9
138,974
140,253
TOTAL ASSETS 14,004,023 14,156,535

Liabilities and shareholders' equity

In thousands of euro
Notes
30/06/2020 31/12/2019
Financial liabilities at fair value through profit or loss 1 68,612 70,735
Hedging derivatives 2 6,438 6,434
Due to banks and other financial institutions 10 402,628 448,594
Customer deposits 11 9,717,499 9,486,569
Debt securities in issue 14,250 3,207
Current tax liabilities 29,340 33,024
Deferred tax liabilities 15 39,776 41,473
Lease liabilities 7 248,756 255,708
Other liabilities, accruals and deferred income 12 800,269 1,061,375
Provisions 13 141,182 64,944
TOTAL LIABILITIES 11,468,750 11,472,063
Shareholders' equity 2,535,273 2,684,472
Shareholders' equity - Group share 2,197,019 2,238,888
Share capital 155,235 155,235
Share premium 1,143,961 1,143,961
Consolidated reserves 918,070 740,346
Unrealised or deferred capital gains and losses (80,304) (43,338)
Net income - Group share 60,057 242,684
Non-controlling interests 17 338,254 445,584
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 14,004,023 14,156,535

Consolidated income statement

for the six months ending 30 June 2020

In thousands of euro Notes 30/06/2020 30/06/2019
+
Interest income
20 56,675 72,472
-
Interest expense
20 (25,860) (38,464)
+
Fee income
21 832,190 823,760
-
Fee expense
21 (39,484) (43,194)
+/- Net gains/(losses) on financial instruments at fair value through profit or loss 22 15,541 81,163
+/- Net gains/(losses) on derecognition of assets held at amortised cost (828) 426
+
Other operating income
468 2,045
-
Other operating expenses
(871) (686)
Net banking income 837,831 897,522
-
Staff costs
23 (522,558) (519,439)
-
Administrative expenses
23 (122,194) (133,999)
-
Depreciation, amortisation and impairment of tangible and intangible fixed assets
(33,977) (30,871)
Gross operating income 159,102 213,213
+/- Cost of risk 24 (7,739) 1,959
Operating income 151,363 215,172
+/- Net income from companies accounted for by the equity method 1,009 149
+/- Net income/(expense) from other assets 25 (1,951) 18,202
Profit before tax 150,421 233,523
-
Income tax expense
26 (28,228) (36,462)
CONSOLIDATED NET INCOME 122,193 197,061
Non-controlling interests 17 62,136 62,748
NET INCOME - GROUP SHARE 60,057 134,313
Earnings per share in euro - Group share (basic) 29 0.82 1.88
Earnings per share in euro - continuing operations (basic) 29 0.82 1.88
Earnings per share in euro - Group share (diluted) 29 0.82 1.85
Earnings per share in euro - continuing operations (diluted) 29 0.82 1.85

Statement of comprehensive income

for the six months ending 30 June 2020

In thousands of euro 30/06/2020 30/06/2019
Consolidated net income 122,193 197,061
Gains and losses recyclable in profit or loss
Translation differences on subsidiaries (49,328) 6,981
Translation gain transferred to income on sale of a subsidiary - (8,209)
Recyclable gains/(losses) relating to financial assets at fair value through comprehensive income - 270
Gains and losses relating to net investment hedge 368 (7,655)
Net gains/(losses) from changes in fair value of cash flow hedges (1,146) (1,227)
(Gains) and losses relating to cash flow hedge transferred to P&L 41 217
Gains and losses recognised directly in equity for companies accounted for by the equity method (1,613) (16)
Other adjustments (17) 272
Taxes 110 2,678
Total gains and losses recyclable in profit or loss (51,585) (6,689)
Gains and losses not recyclable in profit or loss
Remeasurement gains/(losses) on defined benefit pension funds (92,983) (24,078)
Taxes 22,504 5,318
Total gains and losses not recyclable in profit or loss (70,479) (18,760)
Gains and losses recognised directly in equity (122,064) (25,449)
TOTAL COMPREHENSIVE INCOME 129 171,612
attributable to equity shareholders (46,966) 109,658
attributable to non-controlling interests 47,095 61,954

Consolidated statement of changes in equity

for the six months ending 30 June 2020

In thousands of euro and losses (net of tax) Unrealised or deferred capital gains
Capital and
associated
reserves (1)
Consol
idated
reserves (3)
Related
to
translation
differences
Cash flow
hedge
reserve
Fair value
through OCI
reserves
Share
holders'
equity,
Group share
Share
holders'
equity,
NCI
Total
shareholders'
equity
SHAREHOLDERS' EQUITY AT 1 JANUARY 2019 1,297,364 802,790 (61,474) - 68 2,038,748 456,236 2,494,984
Impact of elimination of treasury shares - 17,951 - - - 17,951 - 17,951
Dividends - (57,662) - - - (57,662) (144,990) (202,652)
Issue of shares 1,832 - - - - 1,832 - 1,832
Capital increase related to share-based payments - 243 - - - 243 - 243
Interest on perpetual subordinated debt - - - - - - (17,619) (17,619)
Effect of a change in shareholding without a change of
control
4,461 (4,258) - (173) 30 (634) (604)
Revaluation of R&CoCL preferred shares to the fair
value before repayment (note 17)
- (12,743) - - (12,743) 12,743 -
Repayment of R&CoCL preferred shares (note 17) - - - - - - (27,129) (27,129)
Other movements 316 - 316 - 316
Sub-total of changes linked
to transactions with shareholders
1,832 (47,434) (4,258) - (173) (50,033) (177,629) (227,662)
2019 net income for the year - 242,684 - - - 242,684 153,779 396,463
Net gains/(losses) from changes in fair value - - - 279 41 320 - 320
Net (gains)/losses transferred to income - - - 262 - 262 - 262
Remeasurement gains/(losses) on defined benefit
funds
- (14,987) - - - (14,987) - (14,987)
Translation gain transferred to income on sale of
subsidiary
- - (8,209) - - (8,209) - (8,209)
Net gains/(losses) on hedge of net investment in
foreign operations
- - (5,663) - - (5,663) - (5,663)
Translation differences and other movements - (23) 35,725 - 64 35,766 13,198 48,964
SHAREHOLDERS' EQUITY AT 31 DECEMBER 2019 1,299,196 983,030 (43,879) 541 - 2,238,888 445,584 2,684,472
Impact of elimination of treasury shares - 7,401 - - - 7,401 - 7,401
Dividends(2) - (2,596) - - - (2,596) (146,530) (149,126)
Capital increase related to share-based payments - 406 - - - 406 - 406
Interest on perpetual subordinated debt - - - - - - (7,295) (7,295)
Effect of a change in shareholding without a change of
control
- 643 (441) - - 202 (600) (398)
Other movements - (316) - - - (316) - (316)
Sub-total of changes linked
to transactions with shareholders
- 5,538 (441) - - 5,097 (154,425) (149,328)
2020 net income for the six months - 60,057 - - - 60,057 62,136 122,193
Net gains/(losses) from changes in fair value - - - (929) - (929) - (929)
Net (gains)/losses transferred to income - - - 41 - 41 - 41
Remeasurement gains/(losses) on defined benefit
funds
- (70,479) - - - (70,479) - (70,479)
Net gains/(losses) on hedge of net investment in
foreign operations
- - 261 - - 261 - 261
Translation differences and other movements - (19) (35,898) - - (35,917) (15,041) (50,958)
SHAREHOLDERS' EQUITY AT 30 JUNE 2020 1,299,196 978,127 (79,957) (347) - 2,197,019 338,254 2,535,273

(1) Capital and associated reserves at the period end consist of share capital of €155.2 million and share premium of €1,144.0 million. Share premium, under IFRS measurement, includes costs incurred in the issuance of share capital.

(2) Dividends comprise €2.6 million of dividends to R&Co Gestion and Rothschild & Co Commandité SAS. Distributions to non-controlling interests are analysed in note 17. The R&Co 2019 ordinary dividend was not paid in the period, following the ECB recommendation on 27 March 2020 that dividend payments by financial institutions should not be made until 1 October 2020. A further announcement was made by the ACPR on 28 July recommending that dividend payments by financial institutions should not be made until 1 January 2021. R&Co has, accordingly, decided that no dividend will be distributed to shareholders during the 2020 financial year. It remains its intention to pay the previously announced 2019 dividend of €0.85 per share when appropriate.

(3) Consolidated reserves consist of retained earnings of €1,036.0 million less treasury shares of €117.9 million plus the Group share of net income of €60.1 million.

Cash flow statement

for the six months ending 30 June 2020

In thousands of euro 30/06/2020 30/06/2019
Consolidated profit before tax (I) 150,421 233,523
Depreciation and amortisation expense on tangible and intangible fixed assets 16,423 19,356
Depreciation and impairment of ROU assets and interest on lease liabilities 20,421 18,226
Impairments and net charge for provisions (928) (5,249)
Remove (profit)/loss from associates and from disposal of subsidiary (1,000) (3,356)
Remove (profit)/loss from investing activities (792) (89,758)
Non-cash items included in pre-tax profit and other adjustments (II) 34,124 (60,781)
Net (advance)/repayment of loans to customers (79,230) (146,968)
Cash (placed)/received through interbank transactions (332,938) 65,326
Increase/(decrease) in customer deposits 328,889 1,125,921
Net inflow/(outflow) related to derivatives and trading items (519) 64,793
Issuance/(redemption) of debt securities in issue 11,043 1,498
Net (purchases)/disposals of assets held for liquidity purposes (15,512) (141,270)
Other movements in assets and liabilities related to treasury activities 9,956 (175,087)
Total treasury-related activities 919 941,181
(Increase)/decrease in working capital (175,512) (177,967)
Payment of lease liabilities (19,935) (17,825)
Tax paid (30,878) (19,552)
Other operating activities (226,325) (215,344)
Net (decrease)/increase in cash related to operating assets and liabilities (III) (304,636) 578,869
Net cash inflow/(outflow) related to operating and treasury activities (A) = (I) + (II) + (III) (120,091) 751,611
Purchase of investments (36,091) (91,981)
Purchase of property, plant and equipment and intangible fixed assets (12,942) (10,958)
Total cash invested (49,033) (102,939)
Cash received from investments (disposals and dividends) 61,812 65,176
Cash received from subsidiaries, associates and long-standing shareholding (disposals and dividends) - 5,884
Cash from disposal of property, plant and equipment and intangible fixed assets 771 47,198
Total cash received from investments 62,583 118,258
Net cash inflow/(outflow) related to investing activities (B) 13,550 15,319
Dividends paid to shareholders of parent company (2,596) (57,662)
Dividends paid to non-controlling interests (note 17) (146,530) (143,876)
(Repayment) of preference shares - (27,129)
Interest paid on perpetual subordinated debt (7,528) (9,071)
(Acquisition)/disposal of own shares and additional interests in subsidiaries 1,736 4,132
Net cash inflow/(outflow) related to financing activities (C) (154,918) (233,606)
Impact of exchange rate changes on cash and cash equivalents (D) (102,001) 32,927
NET INFLOW/(OUTFLOW) OF CASH (A) + (B) + (C) + (D) (363,460) 566,251
Net opening cash and cash equivalents (note 18) 5,383,025 5,658,872
Net closing cash and cash equivalents (note 18) 5,019,565 6,225,123
NET INFLOW/(OUTFLOW) OF CASH (363,460) 566,251

The presentation of the cash flow statement was amended in the current period. For the purposes of comparison, the prior year was restated.

Notes to the consolidated financial statements

1. Highlights

1.1 Covid-19

The Covid-19 pandemic, and the action taken by governments around the world to tackle its effects, have created a significant amount of uncertainty, and the consequences and duration of the impacts are still unclear. This makes the exercise of judgment for accounting estimates particularly difficult for the current accounting period, and increases the range of uncertainty for the figures reported.

A summary of how the impact of the pandemic has been considered in making these judgments is as follows:

1.1.1 Fair values

Wherever possible, the Group continues to use observable market prices to value its investments. In response to market dislocation during the period, the Group has increased the frequency of the Merchant Banking valuation cycles and provided updated valuations to its investors, both at the end of March and at the end of June 2020. The effects of these valuation updates are fully reflected in the accounts for the period. During the period, the method of valuation and the controls surrounding the valuations have not changed: specific attention has been given to the earnings projections of the portfolio companies in such an uncertain market scenario.

Merchant Banking considers the industry sectors most affected by the crisis to be leisure, travel, aviation, non-food retail of the "bricks and mortar" kind, automotive and energy. Its exposure to these sectors is very limited, being approximately 7.5% of its total portfolio. The MB portfolio has proven to be resilient so far with the majority of its businesses taking advantage of the mission-critical nature of their services, their entrenched market positions and the recurring nature of their revenue streams. Merchant Banking continues, however, to manage its assets very conservatively, especially in terms of their liquidity levels and balance sheet metrics to ensure that they are adequately prepared for any new surge of the pandemic and its economic consequences.

Comprehensive disclosures about the assumptions used and the sensitivities of the valuations are made in section 4.5 Fair value disclosures.

1.1.2 Credit risk on loans to customers and accounts receivable

In line with the recommendations of regulatory authorities and of the IASB in light of Covid-19, the Group has reviewed the methodology and assumptions it uses for the measurement of expected credit losses. The adaptations made are described in section 4.2.2.1 Grouping of instruments for losses measured on a collective basis.

The LGD has been determined in large part through a review of the collateral held against loans made. Where the collateral is difficult to value following the Covid-19 market dislocations, adjustments have been made to its assumed value that reflect recent market movements.

Accounts receivable from the GA business are already reviewed on a quarterly basis, and these reviews during the period have, in particular, focused on individual debtors that could have been adversely affected by the effects of the pandemic. The provisioning process is explained further in section 4.2.3 Credit risk management of other financial assets.

1.1.3 Moratoriums

Some borrowers in the corporate loan book have taken advantage of opportunities to postpone scheduled loan payments, known as a moratorium, following the onset of the Covid-19 crisis. The terms of the moratoriums granted by the Group to its clients vary from country to country. In France, for example, since March 2020, six-month moratoriums have been permitted on all outstanding corporate loans, with no specific granting conditions. In the first half of 2020, moratoriums granted by the whole Group concerned the corporate portfolio and represented €103 million of amounts outstanding. Under the terms of the moratoriums, interest continues to accrue and, in the absence of contradictory evidence, such a postponement is not automatically considered as a significant increase of credit risk (SICR), or a transfer into Stage 3. Postponement of payments are not considered as substantial modifications of the contractual cash flows of the loans, an event which would require derecognition of these loans.

1.1.4 Goodwill and intangible assets

Goodwill and intangible assets with an indefinite useful life are subject to an impairment test whenever there is any indication that their value may have diminished, and at least once a year. While the disruption related to Covid-19 does not in itself constitute an indication of impairment, the impact on the Group's results and projections has been reflected in tests reperformed as at 30 June 2020; these revealed no evidence of impairment.

1.1.5 Deferred tax assets

Deferred tax assets are recognised only if the relevant entity is likely to recover these assets. The Group only recognises deferred tax assets for losses carried forward after considering a realistic projection of taxable income or expense of the relevant tax entities. As at 30 June 2020, the Group recognised deferred tax assets for losses carried forward only where recovery was probable after taking account of Covid-19 related uncertainties.

1.2 Adoption of new accounting policies and changes in scope

There are no significant changes in the consolidation scope in the six months ended 30 June 2020. There are also no changes in accounting standards which have a material impact on the Group's accounts.

2. Preparation of the financial statements

2.1 Information regarding the Company

The summary consolidated financial statements of Rothschild & Co SCA Group (the Group) for the six months ended 30 June 2020 are presented in accordance with IFRS in force at the reporting date, as adopted in the European Union by way of EC Regulation No. 1606/2002. The format used for the summary financial statements is a banking format. It is consistent with Recommendation No. 2017-02 of 2 June 2017 of the French Accounting Standards Authority (Autorité des normes comptables ). The statements cover the period from 1 January 2020 to 30 June 2020.

The consolidated accounts were approved by Rothschild & Co Gestion SAS, the Managing Partner of Rothschild & Co, on 7 September 2020 and, for verification and control purposes, were considered by the Supervisory Board on 15 September 2020.

On 30 June 2020, the Group's holding company was Rothschild & Co, a French partnership limited by shares (société en commandite par actions ), headquartered at 23 bis, avenue de Messine, 75008 Paris (Paris Trade and Companies Registry Number 302 519 228). The Company is listed on the Eurolist market of Euronext Paris (Compartment A).

2.2 General principles

The notes to the accounts have been prepared having taken into account the understanding, relevance, reliability, comparability and materiality of the information provided. The Group has adequate resources to continue in operational existence for the foreseeable future and, accordingly, the financial statements have been prepared on a going concern basis.

2.3 Changes to accounting standards

The following amendments to IFRS have been adopted for the first time in the EU for accounting periods starting from 1 January 2020:

2.3.1 Interest rate benchmark reform

The replacement of IBORs (Interbank Offered Rates), including LIBOR, with alternative risk-free rates is expected to happen after 2021. The Group continues to evaluate the impact of this on its products, services and processes as the industry accord evolves, with the intention of minimising disruption through appropriate mitigating actions. Given the nature of our businesses, there are not expected to be any significant issues resulting from IBOR transition.

The Interest rate benchmark reform (Amendments to IFRS 9, IAS 39 and IFRS 7) clarifies the way to account for hedging relationships during the period of uncertainty linked to the IBOR reform. It does not have a material impact on our current hedging relationships.

2.3.2 Definition of material (amendments to IAS 1 and IAS 8)

These amendments are intended to facilitate the exercise of judgment during the preparation of financial statements, particularly when selecting the information to be presented in the notes. They introduced the notion of obscuring, and advise against disclosing excessive information that is not helpful to the primary users of the accounts.

2.4 Forthcoming changes

IFRS 17 Insurance contracts (applicable for periods starting on 1 January 2023, after adoption by the European Union for application in Europe) is not expected to have any effect on the Group.

2.5 Subsequent events

There are no subsequent events to report.

3. Accounting principles and valuation methods

3.1 Basics of accounting

The accounting principles and valuation methods applied by the Group for the half-year summary consolidated financial statements are the same as those applied and described in the financial statements for the year ended 31 December 2019. It should be noted that the Group's interim financial reporting is in compliance with IAS 34.

The Group has not opted for early application of new standards, amendments and interpretations adopted by the European Union or the IASB where the application in 2020 is optional.

3.2 Accounting judgments and estimates

To prepare the financial statements in accordance with the Group's accounting methods, management has made assumptions and estimates that could have an impact on the book value of certain assets and liabilities and items of income and expense. By their nature, such valuations carry risks and uncertainties as to their realisation in the future. Management has taken care to consider a counterparty's financial situation and outlook as well as multiple-criteria valuations that take observable parameters into account to determine whether there are objective signs of impairment.

Estimates and assumptions are used mainly with regard to estimation of bonus accruals, impairment testing of goodwill and intangible assets, valuation of FVTPL financial assets, impairments of assets at amortised cost, pension accounting, provisions, and the assessment of consolidation under IFRS 10 rules.

At each closing date, the Group draws conclusions from past experience and all relevant factors relating to its business.

4. Financial risk management

4.1 Governance

The Group's governance environment is described in the annual report for the year ended 31 December 2019, and is substantially unchanged at 30 June 2020.

4.2 Credit risk

Credit risk is the risk of suffering financial loss, should any of the Group's customers, clients or market counterparties fail to fulfil their contractual obligations to the Group.

4.2.1 Credit rating

The Group reviews credit exposures on financial assets on a quarterly basis and for this purpose they are classified as follows:

Category Definition Mapping to IFRS
9 three-stage
model for
impairment
Category 1 Exposures which are considered to be fully performing. Stage 1
Category 2 Exposures where the payment of interest or principal is not currently in doubt, but which
require closer observation than usual, due perhaps to some deterioration in the position of
the client. Examples include: poor trading results; difficult conditions in the client's market
sector; competitive or regulatory threats; or the potential impact from currency or other
factors.
Unimpaired GA receivables which are past due over 90 days are included in this category.
Stage 2
Category 3 Exposures where there has been further deterioration in the position of the client compared
to Category 2. Although the exposure is not considered to be impaired, the relationship
requires close monitoring by the front office team.
Stage 2
Category 4 Exposures that are considered to be impaired and which carry a provision against part of the
loan. At least some recovery is expected to be made.
Stage 3
Category 5 Exposures that are considered to be impaired and which carry a full provision. No significant
recovery of value is expected.
Stage 3

All Group companies map their own credit monitoring to these categories for the purposes of Group reporting.

The tables below disclose the maximum exposure to credit risk at 30 June 2020 and at 31 December 2019 for financial assets with exposure to credit risk, without taking account of collateral held or other credit risk mitigation. Following a review during the period of exposures that are classified as Category 1 to 3, changes have been made to enhance consistency between judgments made by different credit committees. Some comparative categories have been adjusted as at December 2019 to enhance comparability.

In millions of euro Category 1 Category 2 Category 3 Category 4 Category 5 Impairment
allowance
30/06/2020
Cash and amounts due from central banks 3,899.2 - - - - - 3,899.2
Financial assets at FVTPL(1) 141.1 - - - - - 141.1
Loans and advances to banks 2,410.8 - - - - - 2,410.8
Loans and advances to customers 3,270.1 15.2 13.7 76.3 16.5 (62.4) 3,329.4
Debt at amortised cost 1,591.4 - - - - (0.7) 1,590.7
Other financial assets 347.2 22.7 - 20.5 15.7 (29.2) 376.9
Subtotal assets 11,659.8 37.9 13.7 96.8 32.2 (92.3) 11,748.1
Commitments and guarantees 861.6 - - - - n/a 861.6
TOTAL 12,521.4 37.9 13.7 96.8 32.2 (92.3) 12,609.7

(1) Including hedging derivatives and excluding equities.

Credit risk on financial assets at fair value through profit or loss is not applicable to equity instruments. Allowances against commitments and guarantees are included in "Provisions for counterparty risk" (note 13).

In millions of euro Category 1 Category 2 Category 3 Category 4 Category 5 Impairment
allowance
31/12/2019
Cash and amounts due from central banks 4,382.1 - - - - - 4,382.1
Financial assets at FVTPL(1) 147.8 5.4 - - - - 153.2
Loans and advances to banks 2,001.7 - - - - - 2,001.7
Loans and advances to customers 3,187.7 22.6 27.8 67.6 16.3 (58.0) 3,264.0
Debt at amortised cost 1,521.7 - - - - (0.8) 1,520.9
Other financial assets 436.6 27.8 - 14.3 17.8 (27.8) 468.7
Subtotal assets 11,677.6 55.8 27.8 81.9 34.1 (86.6) 11,790.6
Commitments and guarantees 820.9 - - - - n/a 820.9
TOTAL 12,498.5 55.8 27.8 81.9 34.1 (86.6) 12,611.5

(1) Including hedging derivatives and excluding equities.

4.2.2 Credit risk exposure

4.2.2.1 GROUPING OF INSTRUMENTS FOR LOSSES MEASURED ON A COLLECTIVE BASIS

For expected credit loss provisions calculated on a collective basis, a grouping of exposures is performed on the basis of risk characteristics that are shared by exposures.

Lending by the R&Co Group is primarily focused on supporting the WAM business by way of lending to private clients, either by way of mortgages against residential properties or against portfolios of securities (Lombard lending). In addition, there is a French portfolio of corporate exposures which includes some sector specialisations (this equates to €322 million of the total in the balance sheet). The UK commercial legacy book continues to run off and is now down to less than €25 million net of provisions.

The majority of the Private Client Loan (PCL) books are secured and there is no historical record of losses for these. Nevertheless, we have adopted a conservative approach to measuring losses on a collective basis for these loans, based on assumptions of PD and LGD for different loan types. The approach for the remaining book, which generally comprises a larger number of smaller loans, does have some loss data, and this has been factored into the IFRS 9 calculations.

PCL LOMBARD AND MORTGAGE LOANS

The Group has a history of very low defaults on its Lombard and mortgage loans made by PCL, and the PD and the LGD have been determined by the history of observed defaults alongside realistic downside scenarios based on management assessment.

For the Lombard loans, the LGD is estimated based on the amount of collateral held, and whether it is diversified or not, as well as the nature of the client and the potential difficulties of recovering the value of the collateral. In the base case for assessment of credit risk, the weighted average PD is 0.3% and the weighted average LGD is 6%.

For the mortgage loans, the LGD is estimated considering the value of the properties which are mortgaged, and varies based on the LTV; the amount of costs likely to be incurred in recovering and realising any collateral; the nature of the client; and the potential difficulties of recovering the value of the collateral. In the base case, the weighted average PD is 1.6% and weighted average LGD is 5%.

In response to market disruption caused by Covid-19, the forward-looking estimates used to calculate ECL in the PCL book have been reviewed. The base case assumptions have been revisited, and additional provisions have been made as at June 2020 to reflect increased uncertainty under a stressed scenario. However, the Group still considers that there is a very low risk of a material loss from these loans.

OTHER LOANS TO CUSTOMERS

The Group also makes other loans to customers, mainly in the French corporate market and to fund real estate development. In response to Covid-19, the ECL in these businesses has been considered on a sector-by-sector basis, and, wherever significant, on a loan-by-loan basis. The basis of assessment of the PD and LGD for each sector has been informed by historical losses, combined with a forward-looking judgment of the ways the current situation may increase the level of future losses.

Because of the relatively small size of this portfolio, especially the part which is not assessed for credit risk on an individual basis, the Group does not use a model to estimate correlations between the macroeconomic variables and the probability of default. For loans where there is no obvious sign of distress, or for loans which are too small for individual review, additional top-down management overlays have been made in cost of risk to reflect increases in the credit risk which are not possible to detect at an individual level.

DEBT AT AMORTISED COST

For debt securities in the treasury portfolio, S&P credit ratings are used to determine the ECL. These published ratings are monitored and updated daily. The 12m and lifetime PDs associated with each rating are determined based on realised default rates, also published by S&P. To estimate the LGD, the Group has used the Basel III LGD, which is 45% for senior debt.

The assumptions underlying the ECL calculation are monitored and reviewed on a quarterly basis.

There have been no significant changes in estimation techniques or significant assumptions made during the reporting period.

4.2.2.2 MAXIMUM EXPOSURE TO CREDIT RISK - FINANCIAL INSTRUMENTS SUBJECT TO IMPAIRMENT

The following table contains an analysis of the credit risk exposure of financial instruments for which an ECL allowance might be recognised. The gross carrying amount of financial assets below also represents the Group's maximum exposure to credit risk on these assets. As explained in 4.2.1, some comparative Stages have been adjusted as at December 2019 to enhance comparability. The credit risk exposure of other financial assets is shown in section 4.2.3.

In millions of euro Stage 1
12 month
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
30/06/2020 Stage 1
12 month
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
31/12/2019
Gross carrying amounts
Loans and advances to banks 2,410.8 - - 2,410.8 2,001.7 - - 2,001.7
PCL loans to customers 2,921.9 9.3 4.9 2,936.1 2,801.8 8.2 7.7 2,817.7
Other loans to customers 348.2 19.6 87.9 455.7 385.9 42.2 76.2 504.3
Securities at amortised cost 1,591.4 - - 1,591.4 1,521.6 - - 1,521.6
TOTAL 7,272.3 28.9 92.8 7,394.0 6,711.0 50.4 83.9 6,845.3
Loss allowance
Loans and advances to banks - - - - - - - -
PCL loans to customers (3.0) (0.0) (3.5) (6.5) (1.7) (0.0) (4.8) (6.5)
Other loans to customers (2.5) (2.6) (50.8) (55.9) (1.2) (7.8) (42.5) (51.5)
Securities at amortised cost (0.7) - - (0.7) (0.7) - - (0.7)
TOTAL (6.2) (2.6) (54.3) (63.1) (3.6) (7.8) (47.3) (58.7)
Net carrying amount
Loans and advances to banks 2,410.8 - - 2,410.8 2,001.7 - - 2,001.7
PCL loans to customers 2,918.9 9.3 1.4 2,929.6 2,800.1 8.2 2.9 2,811.2
Other loans to customers 345.7 17.0 37.1 399.8 384.7 34.4 33.7 452.8
Securities at amortised cost 1,590.7 - - 1,590.7 1,520.9 - - 1,520.9
TOTAL 7,266.1 26.3 38.5 7,330.9 6,707.4 42.6 36.6 6,786.6

Information on how the ECL is measured and how the three stages above are determined is provided in "Expected credit loss measurement", section 3.4 of the annual report as at December 2019.

For loans to customers, the movement in the loss allowance is provided in the table on the following page. Additionally, the movement in other loss allowances is shown in "Impairments" (note 14).

Loans to customers

In millions of euro Stage 1
12 month
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
TOTAL
Loss allowance at beginning of period (2.9) (7.8) (47.3) (58.0)
Movements with P&L impact
(Charge) (2.7) (1.1) (5.7) (9.5)
Release 0.2 - 3.4 3.6
Total net P&L (charge)/release during the period (2.5) (1.1) (2.3) (5.9)
Movements with no P&L impact
Transfers - 6.2 (6.2) -
Written off - - 0.7 0.7
Exchange (0.1) 0.1 0.8 0.8
LOSS ALLOWANCE AT END OF PERIOD (5.5) (2.6) (54.3) (62.4)

No loans have been classified as purchased or originated credit-impaired (POCI) assets.

Changes in the gross amounts of loans to customers had a relatively insignificant effect on the Stage 1 and the Stage 2 allowance in the period.

The table below shows the ageing of loans to customers which are past due as at 30 June 2020 and at 31 December 2019. As explained in 4.2.1, some comparative data has been adjusted as at December 2019 to enhance comparability.

Loans to customers which are past due

In millions of euro 30/06/2020 31/12/2019
Less than 30 days past due 151.3 135.4
Between 30 and 90 days past due 23.6 35.9
Over 90 days past due 0.8 2.9
TOTAL 175.7 174.2

4.2.2.3 COLLATERAL

The Group holds collateral against loans to customers, as substantially all third-party commercial lending is secured. The majority of collateral is in the form of charges over property assets, or over marketable securities (Lombard lending). There is a realistic possibility, if necessary, of both taking possession of, and realising, the collateral.

Stage 1 and 2 loans are usually covered by collateral, and the level of collateral at exit is expected to be sufficient to cover the balance sheet exposure. Where a loan is deemed to be impaired (Stage 3), the level of the impairment charge is primarily driven by any expected shortfall in the collateral value, though it is also influenced by the ability of the borrower to service the debt.

Collateral is valued independently at the time the loan is made and periodically thereafter on a rolling basis. Management is able to roll forward a valuation for reporting purposes via a combination of specific knowledge of the collateral and the application of general indices.

The table below gives an estimate of the fair value of collateral held by the Group as security against its loans to customers that are credit impaired. For each loan, the value of collateral disclosed is capped to the nominal amount less provision of the loan that it is held against.

30/06/2020 31/12/2019
In millions of euro Stage 3
loans
Stage 3
loans
Tangible assets collateral 35.0 35.9
Financial assets collateral 0.6 0.1
TOTAL 35.6 36.0
Gross value of credit-impaired loans 92.8 83.9
Impairment (54.3) (47.3)
Net value of loans 38.5 36.6
% of Stage 3 loans covered by collateral 92% 98%

4.2.3 Credit risk management of other financial assets

Other financial assets mainly contain trade receivables from the GA and WAM businesses. For these assets, the Group applies a simplified approach to the calculation of impairments. This means that the loss allowance is always measured at an amount equal to the asset's lifetime ECL. Therefore, the concept of a significant increase in credit risk is not applicable to these assets. Fee income is widespread in terms of location and of sector, so concentration risk is not significant.

The Group considers a receivable to be in default when the borrower is unlikely to pay the Group in full. For each GA office, a quarterly review of the outstanding receivables where there is any concern over recovery is conducted by local management and the GA Global Finance Director, including any receivable over 90 days. This review determines if the receivable should be impaired and ensures that impairments are made, or not made, consistently around the Group.

Management has reviewed historical payment behaviour and believes on this basis that receivables less than 90 days overdue have, prima facie, an immaterial risk of not being recoverable in full. These receivables are therefore classified as Category 1 in our internal credit risk table. Management considers that all individual unimpaired receivables over 90 days past due merit assessment for potential credit losses, in addition to more recent debts which are known to have credit issues. These receivables are considered to be on a watchlist. Where these are not impaired, management provides a percentage of all these assets to reflect losses that might be expected to eventually arise. The provision percentage takes account of both historical experience and management's assessment of future potential losses.

The table below shows the ageing of other financial assets and the associated provisions as at 30 June 2020 and at 31 December 2019.

30/06/2020 31/12/2019
In millions of euro Credit risk category
classification
% total
gross
exposure
Gross
carrying
amount
Lifetime
ECL
% total
gross
exposure
Gross
carrying
amount
Lifetime
ECL
Not impaired
Current to 90 days past due Category 1 85% 347.2 - 88% 436.6 -
90 - 180 days past due Category 2 3% 11.9 (0.2) 4% 21.3 (0.3)
180 days - 1 year past due Category 2 2% 7.5 (0.7) 1% 4.5 (0.4)
more than 1 year past due Category 2 1% 3.3 (0.7) 0% 2.0 (0.3)
Impaired
Partially impaired Category 4 5% 20.5 (11.9) 3% 14.3 (9.0)
Fully impaired Category 5 4% 15.7 (15.7) 4% 17.8 (17.8)
TOTAL 100% 406.1 (29.2) 100% 496.5 (27.8)

The movements in the loss allowance are disclosed in "Impairments" (note 14).

4.2.4 Further credit risk analysis

The tables below show an analysis of credit risk by location and by sector as at 30 June 2020 and 31 December 2019.

4.2.4.1 CREDIT RISK BY LOCATION

Location for loans and advances is measured by reference to the location of the borrower. Debt securities are recorded based on the location of the issuer of the security.

In millions of euro France Switzer
land
UK and
Channel
Islands
Rest of
Europe
Americas Australia
and Asia
Other 30/06/2020
Cash and amounts due from central banks 1,401.8 2,465.5 - 31.9 - - - 3,899.2
Financial assets at FVTPL(1) 33.3 5.1 46.7 33.4 21.1 1.1 0.4 141.1
Loans and advances to banks 1,272.9 151.1 445.3 316.5 141.2 76.8 7.0 2,410.8
Loans and advances to customers 1,660.0 160.3 817.7 437.2 135.2 71.4 47.6 3,329.4
Debt at amortised cost 382.1 10.3 381.2 477.9 264.2 75.0 - 1,590.7
Other financial assets 154.1 9.1 33.5 102.6 44.6 21.6 11.4 376.9
Subtotal assets 4,904.2 2,801.4 1,724.4 1,399.5 606.3 245.9 66.4 11,748.1
Commitments and guarantees 491.5 18.6 66.6 229.4 46.2 8.2 1.1 861.6
TOTAL 5,395.7 2,820.0 1,791.0 1,628.9 652.5 254.1 67.5 12,609.7

(1) Including hedging derivatives and excluding equities.

In millions of euro France Switzer
land
UK and
Channel
Islands
Rest of
Europe
Americas Australia
and Asia
Other 31/12/2019
Cash and amounts due from central banks 1,994.8 2,336.3 - 51.0 - - - 4,382.1
Financial assets at FVTPL(1) 52.2 28.3 21.2 35.1 16.1 0.3 - 153.2
Loans and advances to banks 1,099.7 58.6 316.2 244.9 214.2 49.1 19.0 2,001.7
Loans and advances to customers 1,629.0 173.8 825.4 392.7 116.2 78.0 48.9 3,264.0
Debt at amortised cost 398.8 6.6 397.5 425.7 228.7 63.6 - 1,520.9
Other financial assets 192.0 15.9 63.8 110.5 43.2 20.5 22.8 468.7
Subtotal assets 5,366.5 2,619.5 1,624.1 1,259.9 618.4 211.5 90.7 11,790.6
Commitments and guarantees 469.0 23.9 65.0 237.0 14.0 9.8 2.2 820.9
TOTAL 5,835.5 2,643.4 1,689.1 1,496.9 632.4 221.3 92.9 12,611.5

(1) Including hedging derivatives and excluding equities.

4.2.4.2 CREDIT RISK BY SECTOR

In millions of euro 30/06/2020 % 31/12/2019 %
Cash and amounts due from central banks 3,899.2 31% 4,382.1 35%
Credit institutions 3,502.0 28% 3,005.6 24%
Households 2,883.0 23% 2,672.8 21%
Other financial corporations 613.1 5% 677.4 5%
Real estate 499.4 4% 531.3 4%
Short-term fee income receivable (diversified customers) 303.7 2% 365.4 3%
Liquid debt securities (other sectors) 281.8 2% 269.5 2%
Government(1) 240.2 2% 308.9 2%
Other 387.3 3% 398.5 3%
TOTAL 12,609.7 100% 12,611.5 100%

(1) The "Government" exposure predominantly consists of high-quality government securities.

The sectors above are based on NACE classification codes ("Nomenclature of Economic Activities"), and other categories used for FINREP regulatory reporting.

Short-term accounts receivable and liquid debt securities, issued by non-financial corporations and held for treasury management, are exposed to various diversified sectors. Any temporary exposure to these sectors is not thought by management to pose a significant sectoral risk, and is not expected to be indicative of sectoral concentration for these assets in future. Therefore, these exposures are not analysed further in this section.

4.3 Market risk

Market risk associated with treasury and equity positions is described below with a description of the levels of risk.

4.3.1 Equity investments

The Group has exposure to equity price risk through holdings of equity investments by its Merchant Banking business and through holding other equities, including those issued by mutual funds. The Group is also exposed to the risks affecting the companies in which it invests. Each MB investment is individually approved by management and is monitored on an individual basis.

If the price of these equities were to fall by 5% at 30 June 2020, then there would be a post-tax charge to the income statement of €52.9 million (31 December 2019: €55.1 million).

The table below shows the Group's equity price risk in relation to these instruments, by location.

In millions of euro 30/06/2020 % 31/12/2019 %
France 413.5 37% 470.6 39%
Rest of Europe 237.6 21% 281.7 24%
United Kingdom and Channel Islands 234.8 21% 223.1 19%
Americas 151.2 13% 123.9 10%
Australia and Asia 40.5 4% 55.3 5%
Other 44.1 4% 40.4 3%
TOTAL 1,121.7 100% 1,195.0 100%

4.4 Liquidity risk

4.4.1 Liquidity

Liquidity risk arises from the mismatch between the legal maturity of assets and liabilities. Management of liquidity risk is described in the annual report for the year ended 31 December 2019, and is substantially unchanged at 30 June 2020.

The Group continues to take a conservative approach to the management of liquidity risk and R&Co retains a very strong liquidity position at 30 June 2020 of €8.4bn, which is 60% of gross assets and over 85% of deposits.

Liquidity assets held by the Group consist mainly of amounts at central banks and banks (€6.3bn) and investment grade debt securities (€1.5bn). These debt securities are closely monitored and the holdings and limits for the weaker credits have been reduced where considered necessary. Any new investments are currently restricted to ratings above BBB+ with a maximum tenor of 2 years, and overall there is limited exposure to securities in the BBB range of €81m. Regarding sectors, the majority of the exposure is to financials and supranationals. Corporate exposure is €180m and is reasonably well diversified across sectors and counterparties.

Movements in customer deposits are all as expected in the normal course of business and the core client deposit book has remained stable over the period to June 2020.

Each of the Group's banks maintains low loan-to-deposit ratios and a significant amount of high-quality liquidity, for example central bank deposits, to ensure they maintain a minimum level of 20% of all client deposits in cash or assets readily realisable into cash within 48 hours. Set out below are the regulatory liquidity coverage ratios (LCR) of the Group's banks, all of which are well in excess of the regulatory minimum of 100%. The reduction in the LCRs of Rothschild Martin Maurel and R&CoBI from the very high levels at 31 December 2019 was due to a managed reduction in high quality liquid assets via increased interbank placements and purchases of investment grade securities.

The figures are taken from regulatory returns, but are not audited.

30/06/2020 31/12/2019
Liquidity coverage ratios (LCRs)
Rothschild & Co Bank AG Zurich 141% 140%
Rothschild Martin Maurel 189% 223%
Rothschild & Co Bank International Limited 187% 231%

The Group also retains a strong liquidity position in the central holding companies and other operating businesses.

4.4.2 Contractual maturity

The following table shows the Group's financial assets and liabilities, analysed by remaining contractual maturity at the balance sheet date.

In millions of euro Demand -
1m
1m - 3m 3m - 1yr 1yr - 2yr 2yr - 5yr >5 yr No
contractual
maturity
30/06/2020
Cash and balances at central banks 3,899.2 - - - - - - 3,899.2
Financial assets at FVTPL(1) 517.9 6.8 39.8 73.1 193.0 292.5 139.7 1,262.8
Securities at amortised cost 129.2 161.8 428.0 559.2 239.6 72.9 - 1,590.7
Loans and advances to banks 1,846.4 508.1 52.3 4.0 - - - 2,410.8
Loans and advances to customers 817.0 387.3 604.5 475.8 617.0 427.8 - 3,329.4
Other financial assets 300.8 57.9 7.6 3.7 - 6.9 - 376.9
TOTAL 7,510.5 1,121.9 1,132.2 1,115.8 1,049.6 800.1 139.7 12,869.8
Financial liabilities at FVTPL 18.5 9.9 40.2 - - - - 68.6
Hedging derivatives - - 0.4 0.4 2.8 2.8 - 6.4
Due to banks and other financial institutions 93.7 0.1 2.7 6.9 160.5 138.7 - 402.6
Due to customers 9,538.4 69.9 74.9 20.6 13.5 0.2 - 9,717.5
Debt securities in issue 14.3 - - - - - - 14.3
Lease liabilities 3.3 6.0 27.2 35.8 104.8 71.7 - 248.8
Other financial liabilities 142.7 4.2 3.3 0.4 3.9 - - 154.5
TOTAL 9,810.9 90.1 148.7 64.1 285.5 213.4 - 10,612.7
Loan and guarantee commitments given 631.9 - 2.2 0.9 20.0 206.6 - 861.6

(1) Including hedging derivatives.

Loan and guarantee commitments given are disclosed in the period in which they could first be drawn down. The undiscounted cash flows of liabilities and commitments are not materially different from the amounts disclosed in the contractual maturity table above.

4.5 Fair value disclosures

4.5.1 Fair value hierarchy

For financial reporting purposes, IFRS 13 requires fair value measurements which are applied to financial instruments to be allocated to one of three Levels, reflecting the extent to which the valuation is based on observable data.

Level 1: instruments quoted on an active market

Level 1 comprises instruments whose fair value is determined based on directly usable prices quoted on active markets. This mainly consists of listed securities and derivatives traded on organised markets (futures, options, etc.) whose liquidity can be demonstrated, as well as shares of funds where the value is determined and reported on a daily basis.

Level 2: instruments measured based on valuation models which use observable inputs other than quoted prices

Level 2 comprises instruments not directly quoted on an active market, measured using a standard valuation technique incorporating parameters that are either directly observable (prices) or indirectly observable (price derivatives) through to maturity.

Level 3: instruments measured using models that are not commonly used and/or that draw on non-observable inputs

Level 3 comprises instruments which are measured, at least in part, on the basis of non-observable market data which is liable to materially impact the valuation.

4.5.2 Valuation techniques used

4.5.2.1 Assets mostly held at fair value through profit and loss

Equity securities

In the absence of a price available on an active market, an equity security is considered to be Level 3 if a significant adjustment is made to parameters that are observable. Where no significant adjustment is made to those observable parameters, the security is classed as Level 2.

The normal measurement techniques of equity securities held by the Group either directly, or within its managed funds, are:

- Transaction multiples

The preferred measurement technique is based on transaction multiples. This technique uses recent transactions in the sector under consideration. Multiples are established based on the enterprise value (EV) of comparable transactions and accounting measures such as EBITDA (earnings before interest, tax, depreciation and amortisation), EBIT or profit, which are applied to the asset to be measured.

- Other earnings multiples

This consists of applying a multiple to the earnings of the company to be valued. It is based on multiples from a sample of listed companies, which are in the peer group of the company to be valued. The earnings multiples used are EV/EBITDA, EV/EBIT and the price/earnings ratio (PER). These are historical multiples of the company to be valued and of the peer-group companies. They are restated to exclude all non-recurring and exceptional amounts, as well as the amortisation of goodwill.

Companies in the selected peer group must operate in a similar sector to that of the target company. They are of a relatively comparable size and have similar growth prospects. Specific factors may also be taken into account in the selection: country, regulatory aspects specific to each market, and the presence or otherwise of related business activities.

The value of the peer group companies is obtained by adding together the market capitalisation, net financial debt and non-controlling interests, based on the most recently available financial data.

Stock exchange multiples are calculated excluding any control premium. The valuation is made from the point of view of a non-controlling shareholder. However, if the investment to be valued is not listed, the lack of liquidity relative to listed companies in the peer group may be reflected through an illiquidity discount. For the purpose of the valuation hierarchy, such an illiquidity discount is considered as an unobservable discount, and, where significant, would mean the valuation is considered as a Level 3 valuation.

Investments in private equity funds which hold instruments at amortised cost

Investments which give a share of underlying loans held by a fund are classified as Level 2 where the value of underlying loans are considered to be Level 2.

Shares in external funds

Shares of private equity funds or investments managed by third parties, for which the manager and third-party assessor have published a net asset value, may use a valuation technique incorporating parameters that are not directly observable, or using observable inputs with a significant adjustment which is not observed. Where it is not clear that the valuations have been performed using only observable inputs, the external funds are assumed to be Level 3.

Credit management products

Junior and subordinated tranches of securitised vehicles held directly by the Group are valued using prices obtained from active brokers and/or dealers. Transactions do not necessarily occur at the indicated prices due to the nature of the securities held and their usually low transaction volume. Therefore, these are considered to be Level 2.

The group manages and has invested in a credit investment company which invests in subordinated CLO tranches. These are valued by a third party valuation provider using discounted cash flow (DCF) techniques giving a "mark to model" valuation which uses software to estimate future cashflows based on a number of assumptions. Some of these assumptions, of which the default rates are considered the most significant, are unobservable inputs, so this instrument is considered to be Level 3.

Other credit management investments consist mainly of investment funds and managed accounts. The majority of these are valued based on market prices, and are considered to be Level 2.

Derivatives

The fair value of derivatives is predominantly derived from prices or quotations of other Level 1 and Level 2 instruments, through standard market extrapolation or interpolation or through corroboration by real transactions. Fair value can also be derived from other standard techniques and models. The most frequently used measurement model is the DCF technique. The values derived from these models are materially affected by the measurement assumptions used, such as the amounts and settlement dates of future cash flows, the discount rates and solvency. When those parameters are determined on the basis of directly observable inputs, the derivatives are classified in Level 2.

4.5.2.2 Assets mostly held at amortised cost

Loans to/due to banks and customers

adjusted for the appropriate credit margin.

Loans to customers and their associated interest rates are compared, by maturity, with similar recent transactions and are usually held as Level 2. In the event of a material difference in interest rates or any other factor indicating that an asset's fair value is materially different from the net carrying amount, the fair value is adjusted accordingly. To determine an asset's fair value, the Group estimates the counterparty's default risk and calculates the sum of future cash flows, taking into account the debtor's financial standing. Repurchase agreements and amounts due to banks and customers are valued using a DCF technique, the discount rate of which is

Impaired loans where the carrying value is determined by a DCF, using best estimates of recoverable cash flows are classified as Level 3.

Debt securities and debt securities in issue

Debt securities are predominantly government bonds, corporate debt securities, senior tranches of securitised mortgage-backed securities, and certificates of deposit. They can be classified in Level 1 if listed, or Level 2 when external prices for the same security can be regularly observed from a reasonable number of market makers that are active in this security, but these prices do not represent directly tradable prices (when supplied, for example, by consensus pricing services or active brokers and/or dealers). Where prices are not directly observable in the market, a DCF valuation is used. The discount rate is adjusted for the applicable credit margin determined by similar instruments listed on an active market for comparable counterparties.

4.5.3 Fair value of financial instruments

Carried at amortised cost

30/06/2020
In millions of euro Carrying value Fair value Level 1 Level 2 Level 3
Financial assets
Cash and amounts due from central banks 3,899.2 3,899.2 - 3,899.2 -
Securities at amortised cost 1,590.7 1,585.9 1,514.8 71.1 -
Loans and advances to banks 2,410.8 2,410.8 - 2,410.8 -
Loans and advances to customers 3,329.4 3,330.1 - 3,321.4 8.7
TOTAL 11,230.1 11,226.0 1,514.8 9,702.5 8.7
Financial liabilities
Due to banks and other financial institutions 402.6 433.6 - 433.6 -
Due to customers 9,717.5 9,717.5 - 9,717.5 -
Debt securities in issue 14.3 14.3 - 14.3 -
TOTAL 10,134.4 10,165.4 - 10,165.4 -
31/12/2019
In millions of euro Carrying value Fair value Level 1 Level 2 Level 3
Financial assets
Cash and amounts due from central banks 4,382.1 4,382.1 - 4,382.1 -
Securities at amortised cost 1,520.9 1,519.7 1,446.4 73.3 -
Loans and advances to banks 2,001.7 2,001.7 - 2,001.7 -
Loans and advances to customers 3,264.0 3,257.5 - 3,253.8 3.7
TOTAL 11,168.7 11,161.0 1,446.4 9,710.9 3.7
Financial liabilities
Due to banks and other financial institutions 448.6 469.2 - 469.2 -
Due to customers 9,486.6 9,486.6 - 9,486.6 -
Debt securities in issue 3.2 3.2 - 3.2 -
TOTAL 9,938.4 9,959.0 - 9,959.0 -

Carried at fair value

30/06/2020
In millions of euro TOTAL Level 1 Level 2 Level 3
Financial assets
Mutual funds 508.0 487.1 20.9 -
Other financial assets at FVTPL 702.3 107.9 143.6 450.8
Derivative financial instruments 52.5 - 52.5 -
TOTAL 1,262.8 595.0 217.0 450.8
Financial liabilities
Derivative financial instruments 75.0 - 75.0 -
TOTAL 75.0 - 75.0 -
31/12/2019
In millions of euro TOTAL Level 1 Level 2 Level 3
Financial assets
Mutual funds 580.0 557.7 22.3 -
Other financial assets at FVTPL 713.8 96.6 592.3 24.9
Derivative financial instruments 54.4 - 54.4 -
TOTAL 1,348.2 654.3 669.0 24.9
Financial liabilities
Derivative financial instruments 77.2 - 77.2 -
TOTAL 77.2 - 77.2 -

4.5.4 Fair value Level 3 disclosures

Movement in Level 3 assets

The following table presents the movement in assets valued using Level 3 valuation methods in the period. All changes in value are recorded in the income statement in Net gains/(losses) on financial instruments at fair value through profit or loss. The majority of valuation changes are unrealised.

In millions of euro Funds and other
equities
Bonds and
other fixed
income
securities
TOTAL
As at 1 January 2020 23.2 1.7 24.9
Transfer into/(out of) Level 3 439.9 - 439.9
Total gains or losses for the period included in income statement (1.7) - (1.7)
Additions 24.6 - 24.6
Disposals (36.3) (0.6) (36.9)
Other movements (0.1) 0.1 -
AS AT 30 JUNE 2020 449.6 1.2 450.8

In the valuation hierarchy described above, the Group has an accounting policy of classifying its unquoted investments as Level 2 when the significant inputs to the valuation are observable. When there are significant unobservable inputs to the valuation, these valuations are classified as Level 3. Since the end of 2019, in the context of the growing importance of the Merchant Banking business to Rothschild & Co and the volatility of markets in the year to date, the Group has benchmarked its fair value Levels against other quoted companies and reassessed the materiality or otherwise of the unobservable elements in the valuations. During this exercise, the Group compared the extent to which the inputs for valuations are considered to be observable or not, as well as the point at which they were significant enough to cause a valuation to be in Level 3. The Group has not changed its valuation method during the year; nevertheless, following this exercise, certain assets with a value of €440 million have been reclassified during the year from Level 2 to Level 3.

Disclosure about the inputs to the valuation of Level 3 assets, including the elements which are unobservable, are made below.

The following table summarises the inputs and assumptions used for equities categorised as Level 3 assets. Where the equity investment by the Group is in a managed fund, the valuation method refers to the valuation of the underlying investments of that fund, of which the Group has a proportionate interest.

Value
30/06/2020 Valuation method
Weighted average multiple
Investment pre-discount
(in m€) 30/06/2020 31/12/2019
Investment in unquoted equity, managed by the Group 341.9 Earnings multiple 15.5x 15.3x
Investment in MB fund, investing in external funds 66.6 NAV based on an external valuation n/a n/a
Investment in fund, managed by external providers 26.2 NAV based on an external valuation n/a n/a
Holding in credit investment company 14.2 Mark to model n/a n/a
Other 0.7 n/a n/a n/a
Total 449.6
Value Weighted average
Investment 30/06/2020 Main unobservable input unobservable input
(in m€) 30/06/2020 31/12/2019
Investment in unquoted equity, managed by the Group 341.9 Liquidity discount 9.4% 9.2%
Investment in MB fund, investing in external funds
n/a n/a
66.6 External valuation parameters n/a n/a
Investment in fund, managed by external providers
Holding in credit investment company
26.2 External valuation parameters
14.2 Default rate
2.0% 2.0%
Other 0.7 n/a n/a n/a

Out of the €450 million of FVTPL equity securities classified in Level 3 as at 30 June 2020, €342 million are investments made by the Group in managed funds, where the underlying instruments are valued using an earnings multiple or by an external valuation. The main unobservable input is the liquidity discount taken off valuations which have been calculated by using earnings multiples. These reflect the difference in value between a comparable liquid share whose value can be observed and an illiquid unquoted share. In general, if the liquidity discount for an asset were 15% rather than 10%, the valuation used by R&Co would be 15% lower than that calculated using the earnings multiple, rather than 10% lower. To further quantify the fair value sensitivity of these investments, the Group has determined the impact in the event of a fall of 5% in the carrying value of the underlying instruments. In such an event, there would be a pre-tax charge to the income statement of €17.8 million, or 5.2% of this type of asset. The remaining Level 3 equities held by the Group will rise or fall by a proportion matching the change in value of the asset being valued.

Additionally, €93 million were investments in funds, for which the underlying assets are subject to a third-party valuation. Because full details of all the valuations are not available, the assumption is made that some elements may be unobservable, and so these are classified as Level 3; none of the underlying assets are individually material to the Group's accounts. To quantify the fair value sensitivity of these instruments, measured using unobservable inputs, the Group has determined the impact in the event of a fall of 5% in the carrying value. In such an event, there would be a pre-tax charge to the income statement of €5.1 million or 5.5%.

The main unobservable input to value the holding in the credit investment company is considered to be the default rate. If the average default rate was 2.5% instead of 2.0%, the value of the holding would fall by €0.3 million or 2.4%.

4.5.5 Selected controls in the valuation process

Merchant Banking

The calculation of fair value is subject to control procedures aimed at verifying that fair values are determined or validated by an independent function. Fair values determined by reference to external quoted prices or market parameters are validated by the relevant fund's valuation committee.

These committees review, at least twice a year, the valuation of the investments made by Merchant Banking.

The parameters of valuation that are reviewed in committee include the following:

  • the origin of the external source;
  • the consistency of the various sources;
  • the events that took place during the period which could affect the value; and
  • the frequency with which the data is updated.

Merchant Banking funds are valued by their management companies in accordance with the International Private Equity and Venture Capital Valuation (IPEV) guidelines or other commonly acknowledged industry standards. As such, where applicable, these valuation committees act as the valuator under the Alternative Investment Fund Managers Directive (AIFMD) requirements.

In addition, the valuations of assets held by MB funds are reviewed and supported by statutory audits of those funds.

Valuation of derivatives

The Group's over-the-counter (OTC) derivatives (i.e. non-exchange traded) are valued using external valuation models. These models calculate the present value of expected future cash flows. The Group's derivative products are of a "vanilla" nature, such as interest rate swaps and cross-currency swaps; for these, the modelling techniques used are standard across the industry. Inputs to the valuation models are determined from observable market data, including prices available from exchanges, dealers, brokers or providers of consensus pricing.

Exchange traded derivatives are valued by the exchange on which they are traded, which asks for margin calls depending on the value.

5. Notes to the balance sheet

Note 1 - Financial instruments at fair value through profit or loss

Financial assets

In thousands of euro 30/06/2020 31/12/2019
Debt securities held for liquidity 23,035 28,929
Debt securities and loans to customers held for investment 65,612 69,880
Equity instruments held for investment 542,317 562,830
Equity instruments issued by mutual funds 507,959 580,014
Other equity instruments 71,383 52,123
Financial assets mandatorily at fair value through profit or loss 1,210,306 1,293,776
Trading derivative assets (see note 2) 52,118 53,325
TOTAL 1,262,424 1,347,101

Assets held for investment at FVTPL are held primarily by the Merchant Banking business. Equity instruments issued by mutual funds are predominantly money market and low risk debt funds. The presentation of assets at fair value through profit or loss has changed in the period to better reflect the way that the assets are managed, and comparatives have, therefore, also been adjusted.

Financial liabilities

In thousands of euro 30/06/2020 31/12/2019
Trading derivative liabilities (see note 2) 68,612 70,735
TOTAL 68,612 70,735

Note 2 - Derivatives

Trading derivatives

30/06/2020 31/12/2019
In thousands of euro Notional
principal
Of which:
asset
Of which:
liability
Notional
principal
Of which:
asset
Of which:
liability
Firm interest rate contracts 202,411 58 3,948 234,780 175 1,946
Conditional interest rate contracts 11,800 - 151 19,500 5 106
Firm foreign exchange contracts 10,121,361 50,231 61,305 9,236,039 51,956 67,117
Conditional foreign exchange contracts 436,039 1,829 1,821 337,989 1,189 1,175
Other swaps 7,100 - 1,387 7,100 - 391
TOTAL 10,778,711 52,118 68,612 9,835,408 53,325 70,735

Hedging derivatives

30/06/2020 31/12/2019
In thousands of euro Notional
principal
Of which:
asset
Of which:
liability
Notional
principal
Of which:
asset
Of which:
liability
Firm interest rate contracts 101,894 - 6,139 98,000 - 6,434
Firm foreign exchange contracts 55,856 369 299 27,200 1,029 -
TOTAL 157,750 369 6,438 125,200 1,029 6,434

Fair value hedges

The Group holds a portfolio of medium and long-term fixed-rate customer loans and is, therefore, exposed to changes in fair value due to movements in market interest rates. The Group manages this risk exposure by entering into interest rate swaps whereby it pays fixed rates and receives floating rates. The Group applies hedge accounting to these derivatives, which it treats as fair value hedges.

Only the interest risk element is hedged; other risks, such as credit risk, are managed but not hedged by the Group. The interest rate risk component which is hedged is the change in fair value of the medium/long-term fixed rate customer loans arising solely from changes in EONIA (the benchmark rate of interest). Such changes are usually the largest component of the overall change in fair value.

For the purposes of hedge accounting, efficiency tests are performed, prospectively at the date of designation and retrospectively at each balance sheet date, to ensure that there is no risk of over-coverage. The ineffectiveness of these hedges is considered immaterial and has therefore not been recognised in the income statement.

Most of these macro hedging swaps are carried out against EONIA and are intended to be held until maturity without periodic revision (i.e. they are non-dynamic).

The following table sets out the maturity profile and average fixed rate payable on the hedging instruments that are used in the Group's non-dynamic hedging strategies as at 30 June 2020.

Total Demand -
1 month
1m - 3m 3m - 1yr 1yr - 5yr >5yr
Fair value hedges - interest rate swap
Notional (in thousands of euro) 101,894 - - 11,000 53,894 37,000
Average fixed interest rate paid 1.48% - - 3.12% 1.54% 0.91%

The following table contains details of the loans and advances to customers that are covered by the Group's hedging strategies.

In thousands of euro 30/06/2020 31/12/2019
Notional principal 101,894 98,000
Carrying amount of hedged fixed rate loans 448,670 399,106
Accumulated amount of fair value increases on the hedged loans 6,139 6,434
Increase/(decrease) in fair value of hedged loans during the year for effectiveness assessment (295) 630

Net investment hedges

A foreign currency exposure arises from a net investment in subsidiaries that have a different functional currency from that of the Group. The risk arises from the fluctuation in spot exchange rates between the functional currency of the subsidiaries and the Group's functional currency, which causes the amount of the net investment to vary. This risk may have a significant impact on the Group's financial statements. The Group's policy is to hedge these exposures only when not doing so would be expected to have a significant impact on the regulatory capital ratios of the Group and its banking subsidiaries.

The hedged risk in the Group's net investment hedges is the risk of weakening exchange rates against the euro that would result in a reduction in the carrying amount of the Group's net investment in its Swiss franc subsidiaries.

The Group uses forward foreign exchange contracts as hedging instruments. The Group assesses effectiveness by comparing past changes in the fair value of the derivatives with changes in the fair value of a hypothetical derivative. Because the Group expects to hold the net investment for a period longer than the maturity of the forward foreign exchange contract, and the Group policy is to hedge only a portion of the net investment, any ineffectiveness is expected to be immaterial.

The following table sets out the maturity profile and average exchange rate on the forward foreign exchange contracts that are used in the Group's net investment hedging strategies as at 30 June 2020.

Total Demand -
1 month
1m-3m 3m-1yr 1yr-5yr >5yr
Net investment hedges - currency forward
Notional (in thousands of euro) 37,546 - - 37,546 - -
Average EUR-CHF exchange rate 1.16 - - 1.16 - -

The following table contains details of the Group's net investment hedges.

In thousands of euro 30/06/2020 31/12/2019
Notional principal 37,546 -
Gain/(loss) in value of the hedged net investment during the period for effectiveness assessment 8,345
Cumulative foreign currency translation reserve gain/(loss) - continuing hedges -
Cumulative foreign currency translation reserve (loss) - discontinuing hedges (8,877) (8,877)

The cumulative foreign currency reserve on discontinued hedges (negative €8.9m) will only be transferred to the P&L if the Group disposes of the underlying foreign operations, for which no plans exist.

Cash flow hedges

A foreign currency exposure arises in operating divisions which have a cost base in a currency that is different to its functional currency. The risk arises from the fluctuation in future spot rates, which would cause volatility in the Group's income statement. This risk may have a significant impact on the financial statements of the Group or the affected business.

The Group has introduced a hedging programme in certain divisions to reduce the volatility caused by exchange rate movements, by entering into forward foreign exchange contracts. The derivatives (a cash flow hedge) are designated as a hedge of a probable forecasted transaction, being the foreign currency sterling costs of the operating division.

The hedged risk in the Group's cash flow hedges is the risk of a strengthening of sterling exchange rates against the euro that would result in a reduction in profit. Because the Group policy is to hedge only a portion of the cost base, any ineffectiveness is expected to be immaterial.

The following table sets out the maturity profile and average exchange rate on the forward foreign exchange contracts that are used in the Group's cash flow hedging strategies as at 30 June 2020.

Total Demand -
1 month
1m-3m 3m-1yr 1yr-5yr >5yr
Cash flow hedges - currency forward
Notional (in thousands of euro) 18,310 - - 18,310 - -
Average EUR-GBP exchange rate 0.90 - - 0.90 - -

The following table contains details of the Group's cash flow hedges.

In thousands of euro 30/06/2020 31/12/2019
Notional principal 18,310 27,200
Gain/(loss) in value of the hedged sterling cost base during the period for effectiveness assessment 41 238
Gain/(loss) in cash flow hedge reserve transferred to P&L (41) (327)

Offsetting financial assets and financial liabilities

The following table shows the impact (1) on the consolidated balance sheet of offsetting assets and liabilities with the same counterparties. Amounts are offset when the Group has a legally enforceable right to set off the recognised amounts, and it intends either to settle the asset and liability on a net basis, or to realise the asset and settle the liability simultaneously.

The table also indicates (2) amounts subject to a master netting agreement, which may be offset in the event of the default of one of the counterparties, but whose characteristics make them ineligible for offsetting under IFRS. Fair values of financial instruments and collateral here are capped at the net book value of the balance sheet exposure, so as to avoid any over-collateralisation effect. This part of the table ("net amount") is provided to indicate where master netting agreements mitigate the Group's exposure to financial instruments in the event of default by the counterparty. The Group also uses other risk mitigation strategies, such as holding collateral against its loans, but these are not disclosed in this table.

(2) Impact of Master
Netting Agreements
In thousands of euro Gross
amounts
(1) Amounts
set off
Net amounts
as per
balance
sheet
Cash
collateral
received/
pledged
Financial
instrument
received/
pledged as
collateral
Net amount
Derivative assets 66,464 (13,977) 52,487 (29,031) - 23,456
Interbank demand deposits and
overnight loans assets
1,004,727 - 1,004,727 (43,805) - 960,922
Reverse repos and loans secured by bills 828,870 - 828,870 - (828,870) -
Guarantee deposits paid 17,172 - 17,172 (7,844) - 9,328
Remaining assets not subject to netting 12,100,767 - 12,100,767 - - 12,100,767
Total assets 14,018,000 (13,977) 14,004,023 (80,680) (828,870) 13,094,473
Derivative liabilities 89,027 (13,977) 75,050 (53,650) - 21,400
Interbank demand deposits and
overnight loans liabilities
88,257 - 88,257 (27,030) - 61,227
Repurchase agreements 150,000 - 150,000 - (150,000) -
Guarantee deposits received 107 - 107 - - 107
Other liabilities not subject to netting 11,155,336 - 11,155,336 - - 11,155,336
Total liabilities 11,482,727 (13,977) 11,468,750 (80,680) (150,000) 11,238,070

Note 3 - Securities at amortised cost

In thousands of euro 30/06/2020 31/12/2019
Debt securities at amortised cost - gross amount 1,591,397 1,521,633
Stage 1 - 2 allowances (743) (754)
TOTAL 1,590,654 1,520,879

Note 4 - Loans and advances to banks

In thousands of euro 30/06/2020 31/12/2019
Interbank demand deposits and overnight loans 1,004,727 927,905
Interbank term deposits and loans 575,763 400,615
Reverse repos and loans secured by bills 828,870 671,484
Accrued interest 1,447 1,710
Loans and advances to banks - gross amount 2,410,807 2,001,714
Allowance for credit losses - -
TOTAL 2,410,807 2,001,714

Note 5 - Loans and advances to customers

In thousands of euro 30/06/2020 31/12/2019
Overdrafts 174,864 169,662
PCL loans to customers 2,936,078 2,817,690
Other loans to customers 263,174 315,011
Accrued interest 17,617 19,665
Loans and advances to customers – gross amount 3,391,733 3,322,028
Stage 1 - 2 allowances (8,041) (10,687)
Stage 3 allowances (54,330) (47,340)
Allowance for credit losses (62,371) (58,027)
TOTAL 3,329,362 3,264,001

Credit risk on loans to customers is further explained in 4.2.2.

Note 6 - Other assets

In thousands of euro 30/06/2020 31/12/2019
Accounts receivable(1) 163,139 211,253
Guarantee deposits paid(1) 17,172 18,194
Settlement accounts for transactions of securities(1) 55,920 85,008
Defined benefit pension scheme assets (note 13) 20,093 20,345
Other sundry assets 129,620 174,659
Other assets 385,944 509,459
Prepaid expenses 37,775 30,182
Accrued income(1) 140,670 154,197
Prepayments and accrued income 178,445 184,379
TOTAL 564,389 693,838

(1) These balances represent other financial assets as reported in section 4.

Note 7 - Leases

The Group rents several offices around the world from which it conducts its business. The terms of these leases typically span from 5-15 years.

Many of these leases contain clauses whereby the lessee has the opportunity to extend the lease beyond the non-cancellable term of the lease or has the option to terminate the lease early in advance of the contractual end date. Where entities have judged that they are reasonably certain to utilise these options they have included these early termination/extension options in their assessment of the lease term.

A significant proportion of the Group's property leases are for French commercial leases. Typically, French commercial leases are signed for at least nine years, with unilateral termination possible by the tenant after three or six years. For this reason, this form of lease is commonly also known as 3/6/9 in France. As the tenants of these properties are reasonably certain that they do not expect to utilise these unilateral termination options, they have estimated that the lease term will be for 9 years.

The Group, where appropriate, subleases a proportion of these properties to entities outside the Group.

The Group also leases a number of motor vehicles and certain other equipment, which are collectively not significant to the Group's accounts.

Right of use assets

In thousands of euro 01/01/2020 Additions Disposals/
write-offs
Depreciation
and
impairment
Exchange
rate and
other
movements
30/06/2020
Right of use assets
Leasehold property 251,037 10,649 (381) - (1,654) 259,651
Other assets 4,483 753 (15) - (17) 5,204
Total right of use assets – gross amount 255,520 11,402 (396) - (1,671) 264,855
Depreciation and allowances
Leasehold property (32,283) - 258 (16,661) 404 (48,282)
Other assets (1,474) - 6 (893) 6 (2,355)
Total depreciation and allowances (33,757) - 264 (17,554) 410 (50,637)
TOTAL 221,763 11,402 (132) (17,554) (1,261) 214,218
Lease liabilities
In thousands of euro 01/01/2020 Additions Disposals/
write-offs
Amounts
paid
Unwinding of
discount
Exchange
rate and
other
movements
30/06/2020
Lease liabilities
TOTAL 255,708 11,579 (116) (19,936) 2,866 (1,345) 248,756
Lease liabilities - other assets 3,015 754 (1) (900) 13 (11) 2,870
Lease liabilities - property assets 252,693 10,825 (115) (19,036) 2,853 (1,334) 245,886

Using permitted exemptions, the Group does not apply IFRS 16 to low value leases and short term leases. The amounts recorded in the P&L in respect of these leases were as follows:

In thousands of euro 30/06/2020 30/06/2019
Low value leases - (6)
Short term leases (531) (2,601)
TOTAL (531) (2,607)

Commitments payable

In thousands of euro 30/06/2020 30/06/2019
Land and
buildings
Other Land and
buildings
Other
Up to one year 315 133 789 1,240
Between one and five years - - - 731
Over five years - - - -
TOTAL 315 133 789 1,971

Amounts disclosed as commitments payable as at 30 June 2020 represent a commitment to pay for leases which are short term, low value, or otherwise not subject to IFRS 16 due to materiality.

Note 8 - Intangible fixed assets

In thousands of euro 01/01/2020 Additions Disposals/
write-offs
Amortisation/
impairment
Exchange rate
and other
movements
30/06/2020
Gross intangible fixed assets
Brand names 157,955 - - - (30) 157,925
Other intangible assets 34,541 6,588 (3,507) - 11,824 49,446
Total intangible assets – gross amount 192,496 6,588 (3,507) - 11,794 207,371
Amortisation and allowances
Brand names - - - (45) 1 (44)
Other intangible assets (21,293) - 3,507 (2,813) (4,800) (25,399)
Total amortisation and allowances (21,293) - 3,507 (2,858) (4,799) (25,443)
TOTAL 171,203 6,588 - (2,858) 6,995 181,928

The most significant of the brand names is the asset related to the use of the "Rothschild & Co" name. This is considered to have an indefinite useful life and is, therefore, not amortised, but is instead subject to an annual impairment test. However, the Group has reperformed its annual impairment test at the half year to identify whether impairment losses are required due to the impact of Covid-19.

Testing for impairment

As at 30 June 2020, the Group performed an impairment test for the "Rothschild & Co" name. It valued the name using the "royalty relief" method, whereby the value of the name is based on the theoretical amount that would be paid if the name were licensed from a third party, and not owned. The key assumptions used for the test were:

  • income is determined on the basis of a business plan of the acquired subsidiaries, which is derived from a three-year plan drawn up through the Group's budget process and then extended in perpetuity to a terminal value, using a long-term growth rate. For the purposes of this test, the economic disruption resulting from the Covid-19 pandemic is considered to have an impact on the current year, followed by an improvement in results in 2021 and thereafter;

  • royalty rate = 2%;

  • growth rate in perpetuity = 2%; and

  • discount rate = 8%.

Results of sensitivity tests on the Rothschild & Co name show that:

  • a 50 bp increase in discount rates combined with a 50 bp reduction in perpetual growth rates would reduce the value by €51 million;

  • a 25 bp decrease in the royalty rate would reduce the value by €50 million; and

  • a 10% decrease in the income in the future business plan cash flows would reduce the value by €39 million.

Such decreases would not result in an impairment.

Note 9 - Goodwill

In thousands of euro Global Advisory Wealth & Asset
Management
Merchant Banking TOTAL
As at 1 January 2020 123,118 12,916 4,219 140,253
Currency translation (1,272) 7 (14) (1,279)
AS AT 30 JUNE 2020 121,846 12,923 4,205 138,974

Testing for impairment

The Group has reperformed its annual impairment tests as at 30 June 2020 to identify whether impairment losses are required due to the impact of Covid-19. The tests are applied for each of the cash generating units (CGU) to which goodwill has been allocated. The recoverable amount of the CGUs was calculated using the most appropriate method. The results of these tests concluded that no impairment was needed on any of the Group's goodwill.

For GA, the fair value less cost of disposal has been calculated using price/earnings (PE) multiples which have been applied to the normalised profit after tax. The value was determined using parameters derived from market conditions and based on data from comparable companies. The valuation technique would be classified in Level 2 of the fair value hierarchy.

The following assumptions were used:

  • normalised profit after tax is determined over a three-year period; and
  • trading multiples used were medium-term PE multiples of M&A-focused peers.

Results of sensitivity tests on the wider GA business show that a 10% decrease in either the PE multiples or in the normalised profit after tax would reduce the CGU by €127 million and would not result in an impairment.

Note 10 - Due to banks and other financial institutions

In thousands of euro 30/06/2020 31/12/2019
Interbank demand and overnight deposits 88,257 148,493
Repurchase agreements(1) 150,000 50,000
Interbank term deposits and borrowings 159,927 245,522
Accrued interest 4,444 4,579
TOTAL 402,628 448,594

(1) These balances include repurchase agreements made with central banks

Note 11 - Customer deposits

In thousands of euro 30/06/2020 31/12/2019
Demand deposits 9,101,787 8,679,775
Term deposits 502,890 650,316
Borrowings secured by bills 111,775 154,100
Accrued interest 1,047 2,378
TOTAL 9,717,499 9,486,569

Note 12 - Other liabilities, accruals and deferred income

In thousands of euro 30/06/2020 31/12/2019
Due to employees 438,344 641,745
Other accrued expenses and deferred income 96,512 126,538
Accrued expenses 534,856 768,283
Settlement accounts for transactions of securities(1) 134,997 169,324
Accounts payable (1) 19,519 26,859
Sundry creditors 110,897 96,909
Other liabilities 265,413 293,092
TOTAL 800,269 1,061,375

(1) These balances represent other financial liabilities as reported in section 4.

Note 13 - Provisions

In thousands of euro 01/01/2020 Charge/
(release)
(Paid)/
recovered
Exchange
movement
Other
movements
30/06/2020
Provisions for counterparty risk 1,047 (366) - - - 681
Provisions for claims and litigation 29,187 (7,753) 1,297 (47) 12 22,696
Provisions for property 1,687 30 (75) (5) 443 2,080
Provisions for staff costs 2,912 (815) (114) (16) (2) 1,965
Other provisions 1,002 - - - - 1,002
Subtotal 35,835 (8,904) 1,108 (68) 453 28,424
Retirement benefit liabilities 29,109 n/a n/a n/a 83,649 112,758
TOTAL 64,944 (8,904) 1,108 (68) 84,102 141,182

From time to time, the Group is involved in legal proceedings or receives claims arising from the conduct of its business. Based upon available information and, where appropriate, legal advice, provisions are made where it is probable that an outflow of resources will be required and the amount can be reliably estimated.

Also within provisions for claims and litigation are amounts set aside to cover estimated costs of other legal proceedings and claims arising from the conduct of business.

Management believes that the level of provisions made in these financial statements continues to be sufficient for any potential or actual proceedings or claims which are likely to have an impact on the Group's financial statements, based on information available at the reporting date.

Retirement benefit liabilities (above) and assets (note 6) arise mainly from defined benefit pension schemes in the United Kingdom, the US and Switzerland, and represent the difference between the present value of the defined benefit obligation at the balance sheet date and the fair value of any plan assets. The values of assets and obligations in the principal schemes are prepared by qualified independent actuaries for the half year and year-end accounts and the net movement in the liability is shown in the table above. Further information on retirement benefit obligations is provided in the financial statements for the period ended 31 December 2019.

Note 14 - Impairments

In thousands of euro 01/01/2020 Income
statement
(charge)
Income
statement
reversal
Written off Exchange rate
and other
movements
30/06/2020
Loans and advances to customers (58,027) (9,480) 3,571 666 899 (62,371)
Other financial assets (27,751) (2,758) 552 306 464 (29,187)
Securities at amortised cost (755) - 10 - - (745)
TOTAL (86,533) (12,238) 4,133 972 1,363 (92,303)

Note 15 - Deferred tax

The movement in the deferred tax account is as follows:

In thousands of euro 30/06/2020 31/12/2019
Net (liability)/asset as at beginning of period 17,996 2,741
of which deferred tax assets 59,469 50,587
of which deferred tax liabilities (41,473) (47,846)
Recognised in income statement
Income statement (expense)/income (649) 9,881
Recognised in equity
Defined benefit pension arrangements 22,313 5,588
Financial assets at fair value through other comprehensive income 191 1,284
Share options (626) (1,062)
Net investment hedge (107) -
Cash flow hedge 217 (136)
Exchange differences (1,967) 1,095
Purchase/sale of a subsidiary - (1,117)
Other 356 (278)
NET (LIABILITY)/ASSET AS AT END OF PERIOD 37,724 17,996
of which deferred tax assets 77,500 59,469
of which deferred tax liabilities (39,776) (41,473)

Deferred tax net assets are attributable to the following items:

In thousands of euro 30/06/2020 31/12/2019
Deferred profit share arrangements 42,046 43,839
Defined benefit pension liabilities 19,802 3,456
Provisions 5,798 4,815
Losses carried forward 2,764 1,031
Accelerated depreciation 1,158 1,892
Share options 313 954
Financial assets at fair value (508) (839)
Other temporary differences 6,127 4,321
TOTAL 77,500 59,469

In accordance with the Group's accounting policy, some deductible temporary differences have not given rise to the recognition of deferred tax assets, mainly in the United States, Canada and Asia. Unrecognised deferred tax assets amounted to €46.0 million at 30 June 2020 (€47.6 million at 31 December 2019). The Group has not recognised significant amounts of deferred tax assets for tax losses carried forward.

Deferred tax net liabilities are attributable to the following items:

In thousands of euro 30/06/2020 31/12/2019
Intangible assets recognised following acquisition of subsidiaries 13,459 13,459
Fair value adjustments to properties 9,853 10,159
Financial assets at fair value 9,602 10,035
Accelerated capital allowances 2,895 2,179
Defined benefit pension assets 963 1,499
Other temporary differences 3,004 4,142
TOTAL 39,776 41,473

Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to set-off and the balance relates to income tax levied by the same tax authority on the same taxable entity or tax group. There must also be the intention and the will to settle on a net basis or to realise the assets and liabilities simultaneously.

The deferred tax (expense)/income in the income statement comprises the following temporary differences:

In thousands of euro 30/06/2020 31/12/2019
Deferred profit share arrangements 1,220 15,589
Allowances for loan losses 984 (669)
Fair value adjustments to properties 396 6,639
Financial assets carried at fair value 362 (1,626)
Tax losses carried forward (458) (3,530)
Depreciation differences (934) (1,039)
Defined benefit pension liabilities (5,018) (5,001)
Other temporary differences 2,799 (482)
TOTAL (649) 9,881

Note 16 - Structured entities

A structured entity is one which has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. It will often have restricted activities and a narrow or well-defined objective and can include some investment funds.

In most cases, it is clear under IFRS 10 that the Group need not consolidate its investments in structured entities. However, some structured entities are managed by the Group in the form of funds in which the Group's own money is also invested. In these situations, a judgment must be made as to whether there is a need to consolidate these funds or not. To do this, a combined assessment of two key indicators is made:

  • remuneration and other economic interests in aggregate; and

  • kick-out rights.

To assess economic interests, it is considered, at a particular level of returns, how much of any further increase in the performance of a fund accrues to the manager ("the variability of the economic interest"). The level of returns at which this is measured is the level at which performance fees begin to accrue.

A high level of variability would support the conclusion that a manager might be a principal (and would probably consolidate the managed fund). Meanwhile, a low level of variability would indicate that a manager might be an agent for the other investors (and would probably not consolidate).

Additionally, negligible rights for the investors to remove the manager or transfer their funds might indicate that a manager is a principal (and would probably consolidate) while strong rights might suggest that a manager is an agent (and would probably not consolidate).

The Group's judgment is guided by both IFRS 10 and its understanding of market practice.

Interest in unconsolidated structured entities

The following table shows the Group's interest in unconsolidated structured entities which it manages, and in which it has made an equity investment.

30/06/2020
In thousands of euro Equity funds Debt funds TOTAL
Total assets within the underlying vehicles 2,557,883 2,795,914 5,353,797
Assets under management including third party commitments 5,892,128 3,806,195 9,698,323
Interest held in the Group's balance sheet:
Debt and equity securities at FVTPL 436,654 103,735 540,389
Debt securities at amortised cost - 72,900 72,900
Loans and advances to customers 13,000 3,986 16,986
Total assets in the Group's balance sheet 449,654 180,621 630,275
Off-balance sheet commitments made by the Group 551,552 97,336 648,888
Group's maximum exposure 1,001,206 277,957 1,279,163

Note 17 - Non-controlling interests

Non-controlling interests (NCI) represent the share of fully consolidated subsidiaries that is not directly or indirectly attributable to the Group. These interests comprise the equity instruments which have been issued by these subsidiaries and which are not held by the Group. The Group's income, net assets and distributions which are attributable to NCI arise from the following sources:

30/06/2020 30/06/2019 31/12/2019 30/06/2019
In thousands of euro Income Amounts in the
balance sheet
Distributions Income Amounts in the
balance sheet
Distributions
Share of profit attributable to NCI
Preferred shares 54,982 46,175 146,413 54,716 137,713 170,979
Other (374) 3,992 117 (1,039) 4,976 27
Expense, net of tax
Perpetual
subordinated 'debt
7,528 288,087 7,295 9,071 302,895 8,875
TOTAL 62,136 338,254 153,825 62,748 445,584 179,881

Preferred shares

Preferred shares within NCI mainly consist of amounts calculated in accordance with legal clauses applicable to French limited partnerships owned by Rothschild Martin Maurel SCS, the French holding company of our WAM and GA businesses located in France. The preferred amounts are based on the partnerships' individual local earnings, and take into account the share that relates to workers' remuneration.

Preferred shares issued by R&CoCL a number of years ago were repaid in March 2019 at fair value, and the proceeds of €27.1 million are included in the 2019 distributions in the table above. As this was a transaction with shareholders, the uplift in fair value on repayment was charged directly to shareholders' funds in the consolidated statement of changes in equity.

Perpetual subordinated debt

Subsidiaries inside the Group have issued to third parties perpetual subordinated debt instruments which have discretionary clauses relating to the payment of the interest. Under IFRS, these instruments are considered to be equity instruments and are shown as part of NCI because they were issued by subsidiaries and not held by the Group. The interest payable, net of tax relief, on these instruments is shown as a charge to NCI. The instruments are shown below.

In thousands of euro 30/06/2020 31/12/2019
Perpetual fixed rate subordinated notes 9 per cent (£125 million) 162,734 173,537
Perpetual floating rate subordinated notes (€150 million) 56,916 60,694
Perpetual floating rate subordinated notes (US\$200 million) 68,437 68,664
TOTAL 288,087 302,895

Note 18 - Net cash and cash equivalents

For the purposes of drawing up the cash flow statement, the "cash and cash equivalents" items are analysed as follows:

In thousands of euro 30/06/2020 31/12/2019
Cash and accounts with central banks 3,899,226 4,382,129
Interbank demand deposits and overnight loans (assets) 1,004,727 927,905
Other cash equivalents 203,869 221,484
Interbank demand deposits and overnight loans (liabilities) and due to central banks (88,257) (148,493)
TOTAL 5,019,565 5,383,025

Cash includes demand deposits placed with banks and cash on hand. Other cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of value change. These comprise overnight interbank reverse repos and public bills which are held for trading.

Note 19 - Commitments given and received

Commitments given

In thousands of euro 30/06/2020 31/12/2019
Given to banks 1,602 1,542
Given to customers 665,223 625,960
Loan commitments 666,825 627,502
Given to banks 98,204 103,855
Given to customers 96,611 89,502
Guarantee commitments 194,815 193,357
Investment commitments 413,877 391,396
Irrevocable nominee commitments 222,071 200,757
Pledged assets and other commitments given 55,350 60,484
Other commitments given 691,298 652,637

Investment commitments relate to Merchant Banking funds and investments. Irrevocable nominee commitments represent commitments to funds where the Group acts as a nominee on behalf of its clients. The commitment to employees in respect of deferred remuneration is set out in note 23.

Commitments received

In thousands of euro 30/06/2020 31/12/2019
Received from banks 299,189 314,609
Loan commitments 299,189 314,609
Received from banks 44,177 47,723
Received from customers 2,988 3,072
Guarantee commitments 47,165 50,795

6. Notes to the income statement

Note 20 - Net interest income

Interest income

In thousands of euro 30/06/2020 30/06/2019
Interest income - loans to banks 3,183 4,906
Interest income - loans to customers 29,153 31,974
Interest income - debt securities at FVTPL 374 371
Interest income - debt securities at FVOCI - 528
Interest income - debt securities at amortised cost 4,324 3,000
Interest income - derivatives 19,514 31,706
Interest income - other financial assets 127 (13)
TOTAL 56,675 72,472

Interest expense

In thousands of euro 30/06/2020 30/06/2019
Interest expense - due to banks and other financial institutions (3,495) (4,649)
Negative interest income from loans to banks (12,191) (16,247)
Interest expense - due to customers (6,122) (13,772)
Interest expense - derivatives (894) (1,064)
Interest expense - lease liabilities (2,866) (2,646)
Interest expense - other financial liabilities (292) (86)
TOTAL (25,860) (38,464)

Note 21 - Net fee and commission income

Fee and commission income

In thousands of euro 30/06/2020 30/06/2019
Fees for advisory work and other services 533,132 551,077
Portfolio and other management fees 289,407 264,782
Banking and credit-related fees and commissions 3,532 2,816
Other fees 6,119 5,085
TOTAL 832,190 823,760

Fee and commission expense In thousands of euro 30/06/2020 30/06/2019 Fees for advisory work and other services (4,507) (10,018) Portfolio and other management fees (33,683) (31,888) Banking and credit-related fees and commissions (18) (87) Other fees (1,276) (1,201) TOTAL (39,484) (43,194)

Note 22 - Net gains/(losses) on financial instruments at fair value through profit or loss

In thousands of euro 30/06/2020 30/06/2019
Net income - financial instruments at fair value through profit or loss 3,368 40,163
Net income - carried interest (621) 30,897
Net income - foreign exchange operations 14,450 11,059
Net income - other trading operations (1,656) (956)
TOTAL 15,541 81,163

Net gains and losses on financial instruments at fair value through profit or loss include the changes in fair value of financial instruments at fair value through profit or loss, and financial instruments held in the trading portfolio, including derivatives.

Financial instruments at fair value through profit or loss include both ordinary equity and carried interest shares held by the Group in its Merchant Banking funds. They also include other interests in its Merchant Banking funds.

Note 23 - Operating expenses

In thousands of euro 30/06/2020 30/06/2019
Compensation and other staff costs (506,550) (507,932)
Defined benefit pension expenses (8,416) (4,751)
Defined contribution pension expenses (7,592) (6,756)
Staff costs (522,558) (519,439)
Administrative expenses (122,194) (133,999)
TOTAL (644,752) (653,438)

Staff costs

As part of its variable pay strategy, the Group pays bonuses to employees. In some cases, the cash payment is deferred to future years.

In most circumstances, deferred cash awards are paid one, two and three years after the year of the award, and the expense is recognised over the two, three and four-year periods from the start of the year of the award to the date of payment. These awards are paid on the condition that the recipient is still an employee of the Group. For certain employees, a portion of the bonus will be settled in the form of a non-cash instrument. There are two forms of non-cash instruments in the R&Co Group, used in response to the Capital Requirements Directive 4 (CRD4). Firstly, an equity-settled deferred share award consisting of R&Co shares: the R&Co shares are released to the employees six months after the vesting date of the award. Secondly, a cash-settled share-linked cash award (non-deferred): this vests immediately but the value of the amount paid moves in line with the R&Co share price over a six month holding period. When it is mutually beneficial, the Group sometimes allows employees to accelerate the vesting of deferred cash awards, and in this case, the uncharged expense is recognised immediately.

A commitment to employees exists in connection with deferred remuneration. Some of this has not yet accrued because it relates to a future service period. The amount of potential future payments that have not yet accrued is €91.3 million (€109.7 million as at 31 December 2019).

The objective of the deferred share-based payment awards is to link the reward of certain key staff with the performance of the Group. In addition to the requirement to remain employed by the Group, these awards may also be cancelled under specific circumstances.

Note 24 - Cost of risk

In thousands of euro Impairment Impairment
reversal
Recovered
loans
30/06/2020 30/06/2019
Loans and advances to customers (9,480) 1,848 1,723 (5,909) 1,278
Securities at amortised cost - 10 - 10 (131)
Other financial assets (2,758) 472 80 (2,206) 812
Commitments given to customers - 366 - 366 -
TOTAL (12,238) 2,696 1,803 (7,739) 1,959

Note 25 - Net income/(expense) from other assets

In thousands of euro 30/06/2020 30/06/2019
Gains/(losses) related to sales of tangible or intangible assets 62 18,598
Gains/(losses) on disposal and impairment of subsidiaries - 3,207
Non-operating income/(expense) (2,013) (3,603)
TOTAL (1,951) 18,202

The comparative period in the note above includes the result on sale, and impairment prior to sale, of two office buildings.

The loss in non-operating income includes the unrealised change in value and dividend income from certain legacy investments, which are excluded from the management result.

Note 26 - Income tax expense

In thousands of euro 30/06/2020 30/06/2019
Current tax (27,579) (34,930)
Deferred tax (649) (1,532)
TOTAL (28,228) (36,462)

The net tax charge can be analysed between a current tax charge and a deferred tax charge as follows:

Current tax

In thousands of euro 30/06/2020 30/06/2019
Tax charge for the period (23,485) (29,690)
Adjustments related to prior periods (3,053) (552)
Irrecoverable dividend-related tax (970) (4,415)
Other (71) (273)
TOTAL (27,579) (34,930)

Deferred tax

In thousands of euro 30/06/2020 30/06/2019
Temporary differences 983 (1,347)
Changes in tax rates (2,946) 1,015
Adjustments related to prior periods 1,314 (1,200)
TOTAL (649) (1,532)

Reconciliation of the tax charge between the French standard tax rate and the effective rate

In thousands of euro 30/06/2020 30/06/2019
Profit before tax 150,421 233,523
Expected tax charge at standard French corporate
income tax rate
32.02% 48,165 32.02% 74,774
Main reconciling items (1)
Tax on partnership profits recognised outside the Group (11.7%) (17,589) (7.0%) (16,265)
Impact of foreign profits and losses taxed at different
rates
(5.6%) (8,414) (12.1%) (28,322)
Recognition of previously unrecognised deferred tax (1.8%) (2,625) (1.9%) (4,412)
Irrecoverable and other dividend-related taxes +0.7% 970 +1.9% 4,415
Permanent differences +0.7% 1,035 +1.5% 3,587
Tax impacts relating to prior years +1.2% 1,739 +0.8% 1,752
Impact of unrecognised deferred tax on losses +1.2% 1,811 +0.6% 1,318
Tax impact on deferred tax relating to change of the
corporate income tax rate
+2.0% 2,946 (0.4%) (1,015)
Other tax impacts +0.1% 190 +0.2% 630
Actual tax charge 18.8% 28,228 15.6% 36,462
EFFECTIVE TAX RATE 18.8% 15.6%

(1) The categories used in the comparative disclosure are presented in a way that is consistent with the categories used to explain the tax in the current period.

Note 27 - Related parties

30/06/2020 31/12/2019
In thousands of euro Companies
accounted
for by the
equity method
Executive
Directors
Other
related
parties
Companies
accounted
for by the
equity method
Executive
Directors
Other
related
parties
Assets
Loans and advances to customers - - 7,480 - - 11,882
Right of use assets 4,304 - - 4,857 - -
Other assets - - - - - -
TOTAL ASSETS 4,304 - 7,480 4,857 - 11,882
Liabilities
Due to customers - 3,569 88,897 - 573 115,317
Lease liabilities 4,346 - - 4,905 - -
Other liabilities 9 - - 7 - -
TOTAL LIABILITIES 4,355 3,569 88,897 4,912 573 115,317
30/06/2020 30/06/2019
In thousands of euro Companies
accounted
for by the
equity method
Executive
Directors
Other
related
parties
Companies
accounted
for by the
equity method
Executive
Directors
Other
related
parties
Income and expenses from transactions with related parties
Net interest income/(expense) (46) - 19 (52) 19 30
Net fee and commission income/(expense) 55 - - 57 - -
Other income - - - - - 75
TOTAL NET BANKING INCOME 9 - 19 5 19 105
Other expenses (260) - (1,319) (263) - (773)
TOTAL EXPENSES (260) - (1,319) (263) - (773)

Note 28 - Segmental information

The table below presents a segmental analysis by business line, used internally for assessing business performance, which is then adjusted to conform to the Group's statutory accounting policies. The reconciliation to IFRS mainly reflects: the treatment of profit share paid to French partners as non-controlling interests; accounting for deferred bonuses over the period that they are earned; the application of IAS 19 for defined benefit pension schemes; adding back non-operating gains and losses booked in "net income/(expense) from other assets" or administrative expenses; and reallocating impairments and certain operating income and expenses for presentational purposes.

Segmental information split by business

In thousands of euro Global
Advisory
Wealth &
Asset
Management
Merchant
Banking
Other
business and
corporate
centre
Total before
IFRS
reconciliation
IFRS
reconciliation
30/06/2020
Net banking income 529,380 252,271 52,802 7,080 841,533 (3,702) 837,831
Operating expenses (454,520) (205,959) (43,338) (26,881) (730,698) 51,969 (678,729)
Cost of risk - (2,436) - - (2,436) (5,303) (7,739)
Operating income 74,860 43,876 9,464 (19,801) 108,399 42,964 151,363
Share of profits of associated entities - - - - - 1,009 1,009
Non-operating income - - - - - (1,951) (1,951)
Profit before tax 74,860 43,876 9,464 (19,801) 108,399 42,022 150,421
In thousands of euro Global
Advisory
Wealth &
Asset
Merchant
Banking
Other
business and
Total before
IFRS
IFRS
reconciliation
30/06/2019
Management corporate
centre
reconciliation
Net banking income 544,846 239,195 110,406 13,291 907,738 (10,216) 897,522
Operating expenses (462,064) (201,886) (42,496) (27,215) (733,661) 49,352 (684,309)
Cost of risk - 1,126 - - 1,126 833 1,959
Operating income 82,782 38,435 67,910 (13,924) 175,203 39,969 215,172
Share of profits of associated entities - - - - - 149 149
Non-operating income - - - - - 18,202 18,202

Net banking income split by geographical segment

In thousands of euro 30/06/2020 % 30/06/2019 %
France 269,667 32% 235,056 26%
United Kingdom and Channel Islands 264,109 32% 279,097 31%
Americas 122,197 15% 123,529 14%
Rest of Europe 93,143 11% 165,515 18%
Switzerland 58,210 7% 51,218 6%
Australia and Asia 21,503 3% 32,587 3%
Other 9,002 1% 10,520 1%
TOTAL 837,831 100% 897,522 100%

The breakdown by geographic segment is based on the geographic location of the entity that records the income.

Note 29 - Earnings per share

30/06/2020 30/06/2019
Net income - Group share (millions of euro) 60.1 134.3
Preferred dividends adjustment (millions of euro) (1.3) (0.7)
Net income - Group share after preferred dividends adjustment (millions of euro) 58.8 133.6
Basic average number of shares in issue - 000s 71,793 71,198
Earnings per share - basic (euro) 0.82 1.88
Diluted average number of shares in issue - 000s 71,994 72,251
Earnings per share - diluted (euro) 0.82 1.85

Basic earnings per share are calculated by dividing Net income - Group share (after removing accrued preferred dividends, which are not part of the profit earned by ordinary shareholders) by the weighted average number of ordinary shares in issue during the period. The preferred dividend adjustment is spread evenly over the reporting period.

Diluted earnings per share are calculated using the treasury share method, whereby net income is divided by the weighted average number of ordinary shares outstanding plus the bonus number of ordinary shares that would be issued through dilutive option or share awards. Share options and awards which are dilutive are those which are in the money, based on the average share price during the period. The majority of potential ordinary shares which are not dilutive are connected to the Rothschild & Co Equity Scheme.

As there were no gains or losses on discontinued activities, the earnings per share on continuing activities are the same as earnings per share.

Note 30 - Consolidation scope

As at 30 June 2020, the main entities in the Group's consolidation scope can be summarised as follows:

30/06/2020 31/12/2019 Consolidation
method (1)
Company name Country of
operation
% Group
voting
interest
% Group
ownership
interest
% Group
voting
interest
% Group
ownership
interest
30/06/2020 31/12/2019
Concordia Holding Sarl France 100.00 100.00 100.00 100.00 FC FC
Rothschild Martin Maurel SCS(2) France 99.99 99.99 99.99 99.99 FC FC
Rothschild & Co Deutschland GmbH Germany 100.00 99.98 100.00 99.98 FC FC
Rothschild & Co Bank International Limited Guernsey 100.00 100.00 100.00 100.00 FC FC
Five Arrows Principal Investments International
Feeder SCA SICAR
Luxembourg 100.00 100.00 100.00 100.00 FC FC
Rothschild & Co Europe B.V. Netherlands 100.00 99.98 100.00 99.98 FC FC
Rothschild & Co Bank AG Switzerland 100.00 100.00 100.00 100.00 FC FC
Rothschild & Co Continuation Holdings AG Switzerland 100.00 100.00 100.00 100.00 FC FC
N.M. Rothschild & Sons Limited United
Kingdom
100.00 100.00 100.00 100.00 FC FC
Rothschild & Co North America Inc. United
States of
America
100.00 100.00 100.00 100.00 FC FC

(1) FC: full consolidation.

(2) Some subsidiaries are limited partnerships (sociétés en commandite simple). The percentage interest recorded in the consolidated accounts is calculated in accordance with the statutory regulations applicable to limited partnerships based on the individual results of each partnership, after taking into consideration the share attributable to workers' remuneration.

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

For the period from January 1 to June 30, 2020

To the Shareholders,

In compliance with the assignment entrusted to us by your General meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Rothschild & Co S.C.A., for the period from January 1 to June 30, 2020,
  • the verification of the information presented in the half-yearly management report.

These half-yearly summary consolidated financial statements are the responsibility of the Management which met on September 7th, 2020 and were produced on the basis of the information available at that date in an evolving context of the Covid-19 crisis and difficulties in apprehending its impact and future prospects. Our role is to express a conclusion on these financial statements based on our review.

I. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

II. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Paris La Défense, on September 15, 2020 KPMG S.A.

Paris, on September 15, 2020 Cailliau Dedouit et Associés

Arnaud Bourdeille Partner

Sandrine Le Mao Partner

Persons responsible for the half-year financial report

Rothschild & Co Gestion SAS Mark Crump

Managing Partner Group Chief Financial Officer and Group Chief Operating Officer

Statement by the persons responsible for the half-year financial report

We hereby declare that, to the best of our knowledge, the the summary interim consolidated financial statements for the past six-month period have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and all the other companies included in the scope of consolidation, and that the half-year activity report includes a fair review of the material eventsthat occurred in the first six months of the financial year, their impact on the interim accounts and the main transactions between related parties, together with a description of the principal risks and uncertainties for the remaining six months of the year.

Paris, 15 September 2020

Rothschild & Co Gestion SAS Managing Partner Represented by Alexandre de Rothschild, Executive Chairman

Mark Crump Group Chief Financial Officer and Group Chief Operating Officer

With a team of c.3,500 talented financial services specialists on the ground in over 40 countries across the world, our integrated global network of trusted professionals provide in-depth market intelligence and effective long-term solutions for our clients in Global Advisory, Wealth & Asset Management, and Merchant Banking. Rothschild & Co is family-controlled and independent and has been at the centre of the world's financial markets for over 200 years.

Rothschild & Co is a French partnership limited by shares (société en commandite par actions) listed on Euronext in Paris, Compartment A with a share capital of €155,235,024. Paris trade and companies registry 302 519 228. Registered office: 23 bis avenue de Messine, 75008 Paris, France.

For further information:

Investor Relations Marie-Laure Becquart [email protected] Media Relations Caroline Nico [email protected]

For more information, please visit www.rothschildandco.com

Financial calendar:

-

9 November 2020 Publication of Third quarter information 2020 9 March 2021 Publication of Full year results 2020

Annual Report 2019

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