N M Rothschild LTD.... Annual Report 2012

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N M Rothschild & Sons Limited

Annual Report 2012

Contents
Directors Chairmans statement Business review Report of the Directors Committees Statement of Directors responsibilities Independent auditors report Financial statements Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Company balance sheet Company statement of changes in equity Cash flow statements Notes to the financial statements Group directory 5 6 7 18 20 21 22 23 24 25 26 27 28 29 30 31 91

N M Rothschild & Sons Limited | Registered Number 925279

World presence
The Rothschild banking group has 57 offices in 45 countries and employs over 2,800 people around the world. Through its network of subsidiaries and affiliates, the Group provides global financial advisory, banking and treasury, merchant banking, and wealth management services to governments, corporations and individuals worldwide.

North America
Calgary Mexico City Montral New York Toronto Washington

Europe and The Middle East


Abu Dhabi Amsterdam Athens Barcelona Birmingham Brussels Bucharest Budapest Doha Dubai Frankfurt Geneva Guernsey Istanbul Kiev Leeds Lisbon London Luxembourg Madrid Manchester Milan Moscow Paris Prague Rome Sofia Stockholm Tel Aviv Warsaw Zurich

South America
Santiago So Paulo

Africa
Harare Johannesburg

Asia Pacific
Auckland Beijing Hanoi Hong Kong Jakarta Kuala Lumpur Manila Melbourne Mumbai New Delhi Seoul Shanghai Singapore Sydney Tokyo Wellington

Page 4 | N M Rothschild & Sons Limited | Registered Number 925279

Directors
Chairman
David de Rothschild

Deputy Chairman
Anthony Alt

Executive Directors
Andrew Didham Daniel Bouton Peter Smith

Anthony Salz

Non-Executive Directors
Eric de Rothschild Mark Evans

N M Rothschild & Sons Limited | Registered Number 925279 | Page 5

Chairmans statement
Last year, I commented that it was very difficult to state with any degree of certainty that the economic crisis is behind us. Unfortunately I was correct. The encouraging signs that were seen in the first half of 2011 were soon replaced with further concerns over the impact of the eurozone troubles on the global economy. These concerns have continued into 2012 and the economic outlook, for the eurozone in particular, remains uncertain. While the economic climate has impacted the results of the Group we continue to perform well and have been less affected than many in our sector. We continue to improve our market position, which with the continued maintenance of high levels of liquidity and capital strength stands us in good stead for the future. In early April 2012 I announced that Paris Orlans, the holding company of the Rothschild group, was reorganising and simplifying its structure. The reorganisation was approved by Paris Orlans shareholders in June. As a result Paris Orlans acquired all the shares in the Paris business of Rothschild & Cie Banque not currently owned and brought under its ownership substantially all the shares in Rothschilds Continuation Holdings AG (N M Rothschild & Sons Limiteds (NMR) Swiss parent company). At the same time, Paris Orlans converted into a French limited partnership which ensures the commitment and control of the Rothschild family over the long term, both cornerstones of the Groups culture and competitive positioning. To achieve this significant change to our structure in the current climate highlights the degree of support that exists from both the Rothschild family and the non-family shareholders. These changes provide a simplified organisational structure that will foster increased operational efficiency in the Groups businesses. They also provide a significantly enhanced group regulatory capital position in the face of stringent Basel III regulatory requirements. These changes provide a strong base for the Group to move forward. This includes the NMR group which, in 2011, continued to develop its fund management activities through the acquisition of Elgin Capital, an established CLO manager, bringing the amount of assets under the Groups management to some 2 billion. The Banking business continues to build the Five Arrows Leasing business which unfailingly delivers a robust performance with good margin income and continuing low levels of impairment. The commercial loan business, primarily in commercial property and leveraged finance sectors, continues to contract as part of our planned and long term withdrawal from this part of the Banking business. Our Global Financial Advisory business has not been immune from the worlds economic troubles but continues to prove that its model is the right one of providing impartial, expert advice to corporations, governments, institutions and individuals. We consistently deliver the highest quality advice with discretion, integrity and insight in the areas of M&A and strategic advisory along with financing advisory. This formula continues to win over clients globally in 2011 we ranked sixth by number of completed deals (up from seventh in 2010) and achieved top ten positions in most of our key markets. The confidence we have always had in the long term future of

our business was reflected in our decision in 2007 to develop our new London head office building. The new building at New Court, which has become something of a landmark in the City of London, was occupied in mid 2011 on time and on budget. It is providing much improved client meeting facilities and working conditions for our staff. I have to report with great sadness that my cousin Leopold de Rothschild passed away in April this year. Leo was a wonderful, generous man who contributed to NMR and to other organisations in so many ways, including sitting as a director of the Bank of England. His life spans an era of extraordinary change at NMR; he was one of very few people to have worked in three incarnations of New Court. Leo was heavily involved in establishing our South American offices as well as bringing together a number of continental firms with links to Rothschild. He was always very committed to the welfare of our staff, and his dedication to our pensioners over the years has been unfailing. This is his diamond jubilee year at NMR. Finally, I should like to thank my fellow directors and all our staff for their hard work and professionalism over the last year in what are testing times.

David de Rothschild 24 July 2012

Page 6 | N M Rothschild & Sons Limited | Registered Number 925279

Business review

Business review
Financial review
N M Rothschild & Sons Limited has been a leading name in the London financial markets since 1798, providing a comprehensive range of advisory services to its clients alongside debt fund management and specialised lending. The Company is the largest entity within the Rothschild banking group, which has a presence in 45 countries around the world and continues to be controlled by the Rothschild family via Paris Orlans, the French listed holding company. The principal subsidiaries consolidated by the N M Rothschild & Sons Limited Group are Rothschild Europe BV and Rothschild Australia Limited, which provide financial advisory services overseas, and Five Arrows Finance, a UK-based asset financing group.

Expenses
Total operating expenses fell 23.6 million (7%) to 320.3 million. Staff costs account for 251.9 million (79%) of total operating expenses (2011: 274.8 million or 80%) and include profit share payments which have fallen reflecting the performance of the Groups businesses. This continues to provide a significant degree of flexibility in the cost base. Administrative expenses were marginally down on the prior year which reflects the on-going focus on cost control.

Tax
The Groups tax charge for the year was 10.3 million, compared with a charge of 15.6 million in the prior year.

Results overview
The latter part of 2011 was again an extremely turbulent time as markets focussed on the troubles in the eurozone. In the light of market conditions, the Groups profit after tax for the year of 24.6 million was satisfactory.

Balance sheet
Total assets of the Group were 2,285.0 million at 31 March 2012, a reduction of 539.6 million (19%) compared to the prior year end. This is due to further reductions in the legacy commercial loan book, following the strategic decision to reduce commercial lending exposures. Alongside this, the Group has repaid 350 million of MTNs and part of the first Rothschild Reserve term retail deposit offering. Total shareholders equity attributable to ordinary shareholders reduced by 68.5 million (16%), to 353.6 million, largely due to actuarial losses on defined benefit pension schemes through reserves of 49.9 million (after tax) and dividends paid of 18.0 million. In common with most defined benefit pension schemes, the increased deficit was driven by falling gilt yields. A reconciliation of movements in total shareholders equity is provided in the consolidated accounts on page 27.

Income
Total fee and commission income earned from clients fell by 8% to 355.0 million as would be expected given the reduction in global deal activity. M&A fees were marginally up on the year at 259.8 million (2011: 254.1 million). However other financial advisory fees, which include fees from debt advisory and restructuring, and equity advisory, declined to 75.4 million (2011: 109.7 million). The revenue mix of the Global Financial Advisory business continues to be well diversified by sector, with no dependence on a small number of engagements or clients. Net interest income decreased marginally to 17.4 million, reflecting the continued reduction in legacy commercial lending. Other operating income, which includes operating lease income, rental income and dividend income, increased by 20% to 19.9 million, largely as a result of gains on the disposal of available-forsale securities. Impairment losses of 12.8 million were up compared to the prior year, as would be expected given the market conditions in the latter part of the year.

Page 8 | N M Rothschild & Sons Limited | Registered Number 925279

Business review (continued)


Asset quality, funding andliquidity
Summarised balance sheet
2012 m 2011 m

Regulatory capital and liquidity


Since the onset of the crisis in financial markets in 2007, the Group has continued to focus on conservatively managing its liquidity and capital. The risk asset ratio was 20.3% at 31 March 2012 (31 March 2011: 20.7%) and the overall leverage ratio of assets (excluding liquid assets) to equity is only 3 times. The Company is in full compliance with the FSAs requirements. Funding and liquidity policies are based on the Basel 3 approach and reflect the Groups low appetite for liquidity risk. The Group remained significantly in surplus to regulatory and internal liquidity guidelines throughout the year.

Assets Prime liquid assets Other liquid assets Total liquid assets Customer loans Other assets
Total assets

686 222 908 818 559


2,285

852 552 1,404 881 540


2,825

Liabilities Bank deposits Customer deposits Debt securities in issue Other liabilities
Total liabilities

178 1,086 142 382


1,788

176 1,235 461 388


2,260

Equity
Total equity and liabilities

497
2,285

565
2,825

During the year total loans and advances to customers reduced by 7% to 818 million. The portfolio of loan assets, which is secured on a wide range of collateral types and well diversified by sector, includes commercial property finance, leveraged finance, natural resources, niche asset finance and private client lending. The Banking team continues to perform a rigorous process of credit analysis for each individual exposure at inception and in subsequent monitoring. Impaired loans at 31 March 2012 represented 18% of loans and advances (2011: 11%) with provision coverage of 48% (2011: 68%). The Groups exposure to credit risk is further analysed in note 2.2 to the financial statements. The Group continues to employ a conservative approach to liquidity management. Around 40% of total assets are held in liquid form, with the majority of this held with the Bank of England or in UK Government Securities. The Group has no exposure to the weaker Eurozone governments. Funding is focused on the highly successful Rothschild Reserve retail deposit programme, augmented by relationship deposits from corporate, institutional and other depositors to ensure sufficient diversity. Customer deposits were 1,086 million at 31 March 2012, representing 48% of total equity and liabilities. The Groups loans to customers are entirely funded by customer deposits.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 9

Business review (continued)


Operating Divisions Global Financial Advisory*
Overview
Our Global Financial Advisory business provides impartial, expert advice to corporations, governments, institutions and individuals. We deliver the highest quality advice with discretion, integrity and insight in the areas of M&A and strategic advisory, and financing advisory. With approaching 1,000 advisers based in over 40 countries, our scale, reach, intellectual capital and local knowledge enable us to develop relationships and deliver effective solutions to support our clients, wherever their business takes them. During the year we have made a number of significant hires at Board level, senior adviser level and across the divisions. Despite the tough business environment and continuing economic uncertainty we have continued to remain resilient and advised on around 500 transactions globally in 2011, with a value totalling over US$400bn. Our values are at the root of our culture and define our client offering. We distinguish ourselves from our competitors in the following respects: F  ocused on clients - Nothing gets in the way of our impartial advice for each and every client. We sell nothing but the best advice and execution capabilities.  Expert - Senior bankers lead every assignment from start to finish. We advise on more deals than any other adviser, including many of the most complex and transformational assignments in the world. All Rothschild clients benefit from our collective intellectual capital, specialist sector and product expertise and wealth of experience. I nformed - We combine global scale with deep local networks. With approaching 1,000 advisers on the ground around the world, we are well placed to help clients, wherever their business takes them.  Long term - As a family controlled business, we are unconstrained by short-term thinking and quarterly reporting. We can take a long-term view to deliver each clients interests. T  rusted & independent - We know that long-lasting relationships depend on the quality of our advice; we care about our clients success as much as they do. The scale of our business means that we are not dependent on the outcome of any one transaction. We are only as good as our last assignment; this has been true for more than 200 years.

Rothschilds objectivity, its global network, and its commitment to a relationship-driven approach, combine to create value for our clients; building value through stability, integrity, and creativity
Capital structure, access to funding and liquidity remain high priorities for our clients in the current environment. We continue to strengthen our position across the financing advisory spectrum to support this need. We are uniquely positioned to leverage opportunities in the market with our global network, spread of businesses and reputation for giving robust impartial advice.

*The Global Financial Advisory business is managed on a global basis and hence the commentary refers to the global business. However, references to specific deals are only those that have been undertaken by the Company or its subsidiaries.

Page 10 | N M Rothschild & Sons Limited | Registered Number 925279

Business review (continued)


M&A and strategic advisory review of the year
Rothschild provides the highest quality M&A advice and execution expertise. We are adviser of choice to both large and mid-cap corporates, governments, families and individuals worldwide. We are also one of the leading advisers to financial sponsors worldwide, forming long-term relationships to understand their needs. We have an unparalleled track record, advising on more deals than any other adviser in Europe for the past ten years. We have built this global success through:  Our unbiased, objective advice, free from conflicts and cross-selling  Our trusted partnerships with clients, using our global perspective and depth of industry expertise to help achieve their long-term objectives  Our global presence, bringing in-depth insight to complex cross-border transactions across world markets, and superior expertise in domestic markets  Our integrated global network of industry sector specialists, pooling knowledge from across local markets  Our extensive experience in bid defences, joint ventures and strategic alliances, de-mergers and spin-offs, and fairness opinions We also have specialists in areas including corporate governance, privatisation programmes, pension funds and board committee advice. Globally in 2011 we ranked sixth by number of completed deals, and achieved top ten positions in most of our key markets. We held top 5 positions for M&A advice in the consumer products, hotels & leisure, infrastructure, property, media, telecoms, transport and utilities sectors.

Rothschild M&A 2011 league table rankings by geography


Country/Region Worldwide Worldwide Cross Border Europe UK France Germany Italy Spain Central & Eastern Europe United States Latin America India Asia (ex. Japan) Australia Middle East & Africa Completed deals Source:Thomson Reuters Rank by number 6 6 1 1 1 2 3 10 2 14 8 1 7 9 5 Rank by value 11 9 6 4 2 6 20 13 6 12 12 3 9 11 16

N M Rothschild & Sons Limited | Registered Number 925279 | Page 11

Business review (continued)


During the financial year we advised on some of the largest and highest profile deals of the year including:
Cairn Energy (2011)

We also continued to receive industry recognition:


The Banker Investment Banking awards (2011)

 US$6.0bn disposal of a 40% stake in


Cairn India to Vedanta Resources Extract Resources (2012)

Most innovative Investment Bank for M&A


Real Deals Private Equity awards (2012)

 Advisor in relation to A$2.2bn takeover offer


by CGNPC-URC and CADFund Iceland management and co-investors (2012)

 UK Deal of the Year and Grand Prix Deal of


the Year:

 ISIS/Wiggle
Private Equity News Europe (2011)

1.55bn acquisition of Iceland Foods


EDP (Current)

 Financial Sponsors Coverage Team of the Year


The Banker Investment Banking awards (2011)

 2.7bn sale of a 21.35% stake by the

Portuguese State & Strategic Partnership with the acquirer, China Three Gorges

 Most innovative Investment Bank for


Growth Companies Financial News Europe awards (2011)

Volkswagen (2011)

 3.7bn public tender offer for all shares


outstanding of MAN SE Polkomtel (2011)  Disposal of the company to Spartan Capital Holdings for 4.5bn Anadolu Efes (2012)

 European Independent Adviser of the Year


FT & mergermarket European awards (2007-2011)

 Mid-market Financial Adviser of the Year

 Adviser to Anadolu Efes on the formation of


a strategic alliance with SABMiller in Turkey, Russia and Central Asia

Rolls-Royce (2011)

 3.8bn public tender offer for Tognum effected


via a JV between Rolls-Royce and Daimler EQT (2011)

 1.4bn acquisition of Dometic Group from


a consortium of lenders, board directors and employees

Walmart (2011)

 Acquisition of a controlling interest in

Massmart for an aggregate consideration of c.US$2.5bn

Queensland Government (2011)

 Chair of the Lead Adviser Consortium on

A$16bn infrastructure assets sales programme

AREA Property Partners & Delancey (2011)

 Potential acquisition of Minerva PLC for 1.1bn

Page 12 | N M Rothschild & Sons Limited | Registered Number 925279

Business review (continued)


Financing advisory review
Debt advisory and restructuring
Rothschild has the largest and most experienced independent debt advisory and restructuring teams, with breadth and depth of experience, the broadest client base, the widest range of pricing and leverage sources, and a proven track record of delivering deals. We have an unsurpassed deal flow and expertise in structuring deals for todays markets. Our debt advisory expertise encompasses all financing markets including banks, bonds, ratings, derivatives and hedging. Our restructuring experience includes lender negotiations, recapitalisations, capital raising exchange offers, distressed M&A, in-court and out-of-court transactions and creditor representation. We provide our clients with:  Objective, independent, client-focused advice, free from the conflicts of interest faced by balance sheet banks  Capital structure advice that optimises both terms and sources of debt financings, refinancings and restructuring  Innovative advice to companies, creditors, governments and private equity houses on financing strategy raising debt and ratings, and hedging strategies  A creative and resourceful approach, bringing innovative solutions to maximise value and options for our clients We are in constant dialogue with banks, investors and rating agencies allowing us to understand the real picture. Rothschild has advised on US$850bn of debt advisory and restructuring assignments since January 2009. Rothschilds debt advisory business advised on over 140 transactions across the credit spectrum valued at c.US$95bn in 2011. Rothschild ranked No.1 in EMEA and Global restructuring league tables for 2011 and held top 5 positions in the US and Asia & Pacific. Global Restructuring 1 Rothschild 2 Lazard 3 Houlihan Lokey 4 Blackstone 5 Moelis & Co 6 Goldman Sachs 7 Alvarez & Marshal 8 PwC 9 FTI Consulting 10 KPMG US$bn 71.1 70.0 62.1 46.8 38.5 31.2 19.3 13.8 9.8 8.8 No 50 49 35 27 22 13 9 9 5 7 EMEA Restructuring 1 Rothschild 2 Houlihan Lokey 3 Goldman Sachs 4 Blackstone 5 Gleacher & Co 6 Lazard 7 PwC 8 Alvarez & Marshal 9 Moelis & Co 10 Leonardo & Co US$bn 51.7 35.5 26.5 23.0 13.8 13.2 11.4 9.0 7.8 6.2 No 34 13 8 8 3 13 6 2 3 3

Announced deals by value (1 January to 31 December 2011) Source Thomson Reuters January 2012

Announced deals by value (1 January to 31 December 2011) Source Thomson Reuters January 2012

N M Rothschild & Sons Limited | Registered Number 925279 | Page 13

Business review (continued)


Our ability to complete complex projects for both corporate clients and state/government organisations was reflected in the following landmark transactions and industry awards:
Iceland Foods (2012)  Debt advice on raising 885m of senior facilities backing managements buyout of Iceland Foods Alibaba Group Holding Limited (2012) Private Equity News Europe (2011)

 Turnaround and Restructuring Adviser of


the Year IFR (2011)

 EMEA Restructuring of the Year:


Truvo The Banker (2012)

 Middle East Restructuring of the Year:


Nakheel

 US$3.0bn debt financing for the privatisation


of Alibaba.com from the Hong Kong Stock Exchange and corporate purposes

Equity advisory
Rothschild offers independent advice to clients on a wide range of equity capital raising transactions. With teams on the ground in key markets around the world, we have an unparalleled global footprint and deeper resources than any other adviser in this area. Our expertise includes IPOs, secondary offerings, block trades, spin-offs and convertible instruments. We have advised on over 100 transactions in 21 countries with a combined deal value of US$270bn since January 2009, more than any of our competitors. Rothschild is the leading adviser in equity transactions worldwide with equity advisory specialists in London, Paris, Frankfurt, Milan, Moscow, Hong Kong, Sydney and New York. Our high volume of assignments enables us to gain a detailed understanding of investor behaviour, optimal deal structure, performance of key market participants and the latest market trends. As a result, our teams can provide clients with unique insights into the execution of recent offerings and the track record of bookrunners, and equip clients with the latest deal technology. Our pure advisory business model enables us to focus solely on achieving the best possible result for our clients and minimising their execution risk, providing:  Honest, strategic views of what is achievable in prevailing markets  Rigorous analysis, support for issuers in negotiations, and tactical judgements  Coordination of bookrunners to maximise value for our clients, bringing discipline and precision to the execution of equity offerings


Associated British Ports

Nakheel (2011)

 Restructuring of US$15bn external liabilities


and US$7.3bn new money contribution Minister for Finance of the Republic of Ireland (2011)

 30bn restructuring of State-owned Anglo


Irish Bank

 Financial Adviser
De Beers (2011)

 Debt advice on the signing of a new US$2bn


multicurrency Credit Facility Associated British Ports (2011)

 Debt and derivatives advice on comprehensive


refinancing of the group through a 2.4bn secured coporate programme

Pamplona Capital Management (2011)

 Advice to Sponsor on US$2.1bn financial


restructuring of KCA Deutag Yell Group plc

 Debt advice on covenant reset and

other amendments to its existing 3.1bn bank facilities

Dubai World

 US$31.8bn financing to Dubai World on


liability management DS Smith Plc (2012)

 Debt advice on new 700m acquisition

finance facility to support proposed acquisition of SCA Packaging

APA Group (2011)

 Arrangement of the A$310m non-recourse

bank debt as part of the 80% equity sell down in Allgas

Grainger (2011)

 Debt advice on a 840m Forward Start Facility


due 2014-2020

Page 14 | N M Rothschild & Sons Limited | Registered Number 925279

Business review (continued)


We have advised on some of the worlds largest equity capital markets transactions during the past year. These include:
Porsche SE (2011)

 5.0bn rights issue  Financial adviser to Porsche Automobil Holding SE


Royal Bank of Scotland (2011)  US$1.25bn IPO of Samsonite on the Hong Kong Stock Exchange

manager, with over 1.3 billion of senior debt currently under management. This acquisition has provided both critical mass and additional expertise to our existing business, creating a platform from which we can launch future debt based funds. In 2009 we launched Rothschild Reserve, a deposit-taking business, which complements the wealth management activities of the Rothschild Group. There have been five highly successful Rothschild Reserve deposit offers to date and further products are planned.

 Adviser to Shareholder
NORMA Group (2011)

 386m IPO of NORMA Group  Adviser to Company and its shareholders


BC Partners & Cinven (2011)

Risk Management
The Chief Risk Officer co-ordinates risk policy and promotes the development and maintenance of effective procedures throughout the Group. Our internal audit team reviews our internal control framework and reports its findings to the Audit Committee. The responsibilities and membership of the Board Committees involved in the oversight of risk management are set out on page 20.

 570m Accelerated Book Build  Adviser to BC Partners & Cinven


Lenzing (2011)

 620m re-IPO on Austrian Stock Exchange  Adviser to the Company and its Shareholders
Bilfinger Berger (2011)

 212m IPO of Bilfinger Berger Global


Infrastructure Fund

Credit Risk
Credit risk arises from lending and trading activities. The Credit Committee sets limits, reviews concentrations, monitors exceptions and makes recommendations on credit decisions to the Group Assets and Liabilities Committee. Credit risk arising from treasury dealing activities is measured on a real-time basis whereby all exposures relating to a particular counterparty are aggregated and monitored against limits. Credit risk on derivative transactions is measured by summing the current exposure with an allowance for potential future exposure. Details of credit exposures, including risk concentrations, are set out in note 2.2.

Banking
The Rothschild Banking business is focused on the growth activities of Debt Fund Management, Private Client Lending and Asset Finance. As planned, there has been a further reduction in the commercial loan books during the year and whilst impairment levels have increased compared to last year, this reflects a cautious approach in the light of the current uncertain economic outlook. The commercial loan books are primarily in the Commercial Property and Leveraged Finance sectors. The Commercial Property loan portfolio is focused on mid market property companies secured on commercial properties throughout the UK. The Leveraged Finance loan portfolio is senior and mezzanine debt in the larger European leveraged buy-outs. Rothschilds banking activities include the Five Arrows Leasing businesses, which provide a range of specialist asset finance facilities to UK companies. Specific niches include print finance, broadcast, asset based lending and vehicles to local authorities. The understanding of these sectors has resulted in the businesses delivering a robust performance throughout the year, based upon good margin income and continuing low levels of impairment. Rothschild continues to develop its Debt Fund Management activities. In addition to managing c.300 million of existing senior debt and mezzanine funds, during the year the business completed the acquisition of Elgin Capital, an established CLO

Market Risk
Market risk arises as a result of activities in currency, interest rate, debt and equity markets. During the year, exposure to market risk has continued to be small in relation to capital, as trading activities have been focused on managing the Groups exposure to interest rate and currency risk. Limits on market risk exposure are set by the Group Assets and Liabilities Committee. Details of market risk exposures are disclosed in note 2.3.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 15

Business review (continued)


Liquidity Risk
Liquidity risk arises from the funding of our lending and trading activities. The Group Assets and Liabilities Committee recommends policies and procedures for the management of liquidity risk. Liquidity is measured in accordance with regulatory guidelines on a behaviourally adjusted basis and on a stressed basis. The results are monitored against limits which have been approved by the Group Assets and Liabilities Committee.

Operational Risk
Operational risk, which is inherent in all business activities, is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Key to management of operational risk is the maintenance of a strong framework of internal controls. These are subject to regular independent review by the internal audit department, whose findings are reported to the Group Audit Committee which monitors the implementation of any recommendations. Operational risk encompasses reputational risk, which is particularly relevant to the business. Reputational risk is managed through formal approval processes for new clients and new products. In addition, operational procedures for the conduct of business are subject to continual monitoring. The Group maintains insurance policies to mitigate loss in the event of certain operational risk events.

Other Material Risks


Other risks which are, or may be, material arise in the normal conduct of business. Such risks, which include concentration risk, pension fund risk and residual risk, are identified and managed as part of the overall risk controls and are taken into account in the Boards periodic assessment of capital adequacy. Loss of key personnel is a material risk to the business. The Group mitigates this risk through its training, career development and remuneration policies.

Page 16 | N M Rothschild & Sons Limited | Registered Number 925279

Report of the Directors Committees Statement of Directors responsibilities Independent auditors report

Report of the Directors


The Directors present their Directors report and financial statements for the year ended 31 March 2012. Typical beneficiaries continue to include organisations concerned with elderly people, healthcare, social welfare and education. Requests for support from staff in respect of charitable causes with which they are associated, or have an involvement, are activelyencouraged.

Principal Activities and Business Review


N M Rothschild & Sons Limited (the Company) and its subsidiary undertakings (together with the Company, the Group), provide a range of banking and financial services. The Companys principal place of business is at New Court, St. Swithins Lane, London, EC4N 8AL. A review of the activities of the Group for the year, including an indication of likely future developments, is contained in the Chairmans statement on page 6 and the Business review on pages 7 to 16.

Rothschild in the Community


Through the Rothschild in the Community programme we encourage our people to volunteer their time for community initiatives that make a real difference to peoples lives. In 2011/12 40% of NMRs London staff took part in our volunteering programme.

Education
We work in partnership with three schools in economically deprived areas close to our offices: Bow School of Maths and Computing, Old Palace Primary School and South Camden Community School. Our volunteers participate in literacy support programmes, careers mentoring, employability events, work experience and support for children in transition from primary to secondary school. Through all of this we aim to develop students confidence, broaden their horizons and help them on the path towards achieving social mobility. We also believe there is a role for us to play in supporting the schools leadership teams as they work to drive up standards, and we are represented on the governing bodies of all three schools. We are delighted that our Business in the Community Big Tick, first awarded in 2010 in recognition of our work with schools, has been reaccredited in 2012, indicating that our partnerships have developed and continue to make a positive impact.

Results and Dividends


The profit for the financial year attributable to shareholders after tax and non-controlling interests was 8,732,000 (2011: 17,156,000). The profit attributable to shareholders has been dealt with as follows:
2012 000 Ordinary dividends paid Transfer (from) reserves 18,000 (9,268) 8,732 2011 000 25,000 (7,844) 17,156

Corporate and Social Responsibility


The Group is committed to supporting the principle of equal opportunities and opposes all forms of unlawful or unfair discrimination on the grounds of colour, race, nationality, ethnic origin, gender, marital status, disability, religion, age or sexual orientation. The Groups aim is to recruit, train and promote the best person for the job and to create a working environment free from unlawful discrimination, victimisation and harassment, and in which all employees are treated with dignity and respect. The Group is committed to supporting charities, both in the areas in which it operates and in the wider community. The Charities Committee was established in 1975 to consider the hundreds of requests received every year from charities seeking financial support. The sum of 544,000 (2011: 546,000) was charged against the profits of the Group during the year in respect of gifts for charitable purposes. No political contributions were made during the year.

Community development
We support community organisations working to combat the effects of deprivation in the areas in which our partner schools are based. Volunteers have this year supported the Bromley by Bow Centre, City Gateway, Providence Row and the London Wildlife Trust, amongst others, volunteering on behalf of isolated elderly people, young people in vocational training, Londons homeless, and our environment.

Page 18 | N M Rothschild & Sons Limited | Registered Number 925279

Report of the Directors


Rothschild and the Environment Supplier Payment Policy
We understand that the Groups day to day operations have an impact on the environment and we are committed to reducing that impact, promoting environmental awareness among our people, and to achieving continuous improvement in our environmental performance. Environmental stewardship is the responsibility of the Environment Committee. The Group does not currently follow any code or standard on payment practice. It is the Groups policy to confirm the terms of payment with suppliers when agreeing the terms of each transaction, to ensure that those suppliers are made aware of the terms of payment, and to abide by the terms of payment. Included within liabilities is the amount due to trade creditors which, at 31 March 2012, represented 34 days purchases outstanding.

Energy use
Our greatest environmental priority is to keep reducing our use of energy, particularly electricity, and in recent years we have achieved considerable success in this. Having moved into our new building, we are now in the process of establishing a new baseline energy footprint, and beginning to map the opportunities for future improvements.

Directors
The names of the present Directors of the Company are shown on page 5. It is with much regret that the Directors record the death, on 19 April 2012, of Mr Leopold de Rothschild.

Business travel
Air travel and the ability to meet our clients face to face is an important part of our business, and a significant contributor to our overall CO2 emissions. We monitor our air travel and measure the associated carbon emissions by cabin class. We operate a Green Flights scheme to make staff aware of the greater level of emissions associated with flying Business Class and offer them the opportunity to choose a lower cabin class in return for a donation to the charity of their choice.

Financial Risk Management


The financial risk management objectives and policies of the Company and the Group in respect of the use of financial instruments, together with analyses of exposures to credit risk, market risk and liquidity risk, are set out in note 2 to the financial statements.

Responsible use of resources


We promote a policy of reducing waste, reusing what we or others can, and recycling as much as possible. In London the unused food from our kitchens is composted and converted into fertiliser, and any other waste which is not recycled is sent for incineration with energy capture, thus diverting it from landfill. We purchase recycled paper and our printers are set to print double-sided as default. We use mugs instead of disposable coffee cups where possible, and filtered tap water in place of bottled water in meeting rooms. We have been awarded Gold four years running in the Clean City Awards.

Auditor
KPMG Audit Plc have indicated their willingness to continue in office and a resolution to re-appoint them and to authorise the Directors to determine their remuneration will be proposed at the Annual General Meeting, in accordance with Section 485 of the Companies Act 2006.

Audit Information
The Directors who held office at the date of approval of this report confirm that, so far as they are each aware, there is no relevant audit information of which the Companys auditors are unaware, and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Companys auditors are aware of that information. By Order of the Board

Staff
During the year the Group continued with its long-established policy of providing employees with information on matters of concern to them and on developments within the Group by a series of notices to staff. The Group encourages staff to put forward their views through a staff consultative committee. The interest of all staff in the performance of the Group is realised through the Groups profit sharing scheme in which staff at all levels participate. The recruitment, training, career development and promotion of disabled persons is fully and fairly considered having regard to the aptitudes and abilities of each individual. Efforts are made to enable employees who become disabled during employment to continue their career with the Group and, if necessary, appropriate training is provided.

Anne-Marie Sizer New Court, St. Swithins Lane, London EC4N 8AL 24 July 2012

N M Rothschild & Sons Limited | Registered Number 925279 | Page 19

Committees
To facilitate the efficient administration of the Companys and the Groups affairs, certain functions and responsibilities have been delegated by the Board to the following committees, the terms of reference and membership of which are regularlyreviewed.

New Client Acceptance Committee


This committee approves, from a reputational, money laundering and due diligence perspective, all new clients to be accepted by the Global Financial Advisory business. Membership: Crispin Wright (Chairman), Sarah Blomfield, Adam Greenbury, Dominic Hollamby, Nicholas Ivey, Axel Stafflage, Albrecht Stewen, Maurice Topiol, Stuart Vincent, William Wells, Jonathan Westcott, AdamYoung.

Group Management Committee


The Group Management Committee reports to the Board of Rothschilds Continuation Holdings AG, an intermediate parent company. Its purpose is to formulate strategy for the Rothschild Groups businesses, to assess the delivery of that strategy, to ensure the proper and effective functioning of Group governance structures, operating policies and procedures, to define the Groups risk appetite and to be responsible for the management of risk. Membership: Nigel Higgins (Chairman), Alexandre de Rothschild, Paul Barry, Mark Crump, Andrew Didham, Marc-Olivier Laurent, Robert Leito, Veit de Maddalena, Richard Martin, Olivier Pcoux, Jonathan Westcott.

Group Audit Committee


This committee of the Board of Rothschilds Continuation Holdings AG supervises and reviews the Groups internal audit arrangements, liaises with the Groups external auditors and monitors the overall system and standards of internal control. Membership: Peter Smith (Chairman), Sylvain Hefes, BernardMyers, Judith Sprieser.

Group Assets and Liabilities Committee


This committee reports to the Group Management Committee. It is responsible for ensuring that the Group has prudent funding and liquidity strategies, for the efficient management and deployment of capital resources within regulatory constraints, and for the oversight of the management of the Groups other financial strategies and policies set by the Group Management Committee. Membership: Anthony Alt (Chairman), Peter Barbour, Christopher Coleman, Paul Copsey, Mark Crump, Andrew Didham, Denis Faller, Adam Greenbury, Richard Martin, Matthias Montani, Alexander Troschel, Jonathan Westcott, Philip Yeates.

Group Remuneration and Nominations Committee


This committee sets remuneration policies for the Group, oversees the annual remuneration review and approves proposals for promotion. Membership: Sylvain Hefes (Chairman), David de Rothschild, Eric de Rothschild, Mark Evans, Peter Smith.

Credit Committee
This committee authorises and reviews all credit exposure to new and existing counterparties. Exposures exceeding certain limits are subject to ratification by the Group Assets and Liabilities Committee. Membership: Andrew Didham (Chairman), Christopher Coleman, Michael Clancy, Paul Copsey, Adam Greenbury, Peter Griggs, Debra Lewis, Paul Thompson, Philip Yeates.

Page 20 | N M Rothschild & Sons Limited | Registered Number 925279

Statement of Directors responsibilities in relation to the report of the Directors and the financial statements
The Directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law the Directors have elected to prepare both the Group and the Parent Company financial statements in accordance with IFRS as adopted by the EU and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Group and Parent Company for that period. In preparing each of the Group and the Parent Company financial statements, the Directors are required to:  select suitable accounting policies and then apply them consistently;  make judgements and estimates that are reasonable and prudent;  state whether they have been prepared in accordance with IFRS as adopted by the EU; and  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Companys transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Companys website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 21

Independent auditors report to the members of N M Rothschild & Sons Limited


We have audited the Group and Parent Company financial statements (the financial statements) of N M Rothschild & Sons Limited for the year ended 31 March 2012 set out on pages 23 to 90. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the EU and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. This report is made solely to the Companys members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Companys members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Companys members, as a body, for our audit work, for this report, or for the opinions we have formed.

Opinion on Other Matters Prescribed by the Companies Act 2006


In our opinion the information given in the Directors report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on Which we are Required to Report by Exception


We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:  adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or  the financial statements are not in agreement with the accounting records and returns; or  certain disclosures of Directors remuneration specified by law are not made; or  we have not received all the information and explanations we require for our audit.

Respective Responsibilities of Directors andAuditor


As explained more fully in the Statement of Directors responsibilities on page 21, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Boards (APBs) Ethical Standards for Auditors.

Scope of the Audit of the Financial Statements


A description of the scope of an audit of financial statements is provided on the APBs web-site at: www.frc.org.uk/apb/scope/private.cfm.

Karim K Haji (Senior Statutory Auditor) For and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants 15 Canada Square Canary Wharf London E14 5GL 24 July 2012

Opinion on Financial Statements


In our opinion:  the financial statements give a true and fair view of the state of the Groups and of the Parent Companys affairs as at 31 March 2012 and of the Groups profit for the year then ended;  the Group financial statements have been properly prepared in accordance with IFRS as adopted by the EU;  the Parent Company financial statements have been properly prepared in accordance with IFRS as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006; and  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Page 22 | N M Rothschild & Sons Limited | Registered Number 925279

Financial statements

Consolidated income statement


For the year ended 31 March 2012

Note Interest and similar income Interest expense and similar charges Net interest income Fee and commission income Fee and commission expense Net fee and commission income Net trading income Other operating income Total operating income Impairment losses Net operating income Operating expenses Depreciation and amortisation Share of profit in associates Profit before income tax Tax Profit for the year* 10 8,9 18,19 16 12,13 6 7 5 5 4 4

2012 000 76,354 (58,958) 17,396 354,991 (22,951) 332,040 2,958 19,939 372,333 (12,770) 359,563 (320,313) (7,842) 3,514 34,922 (10,291) 24,631

2011 000 82,277 (63,957) 18,320 384,118 (24,776) 359,342 2,216 16,612 396,490 (2,190) 394,300 (343,945) (6,420) 1,920 45,855 (15,593) 30,262

* Of the 24,631,000 (2011: 30,262,000) profit for the year, 8,732,000 (2011: 17,156,000) is attributable to ordinary shareholders of the parent company, 9,007,000 (2011: 8,514,000) is attributable to holders of perpetual instruments and 6,892,000 (2011: 4,592,000) is attributable to other non-controlling interests.
The notes on pages 31 to 90 form an integral part of these financial statements

Page 24 | N M Rothschild & Sons Limited | Registered Number 925279

Consolidated statement of comprehensive income


For the year ended 31 March 2012

Note Profit for the financial year Other comprehensive income Available-for-sale investments Change in fair value of assets classified as available-for-sale Net change in fair value of available-for-sale financial assets transferred to income statement Amortisation of fair value of reclassified assets Cash flow hedges Effective portion of changes in fair value of cash flow hedges Other items recognised directly in equity Actuarial (losses)/gains on defined benefit pension funds Exchange differences on translation of foreign operations Income tax on other comprehensive income Other comprehensive income for the financial year, net of income tax Total comprehensive income for the financial year Attributable to Ordinary shareholders of the parent Holders of perpetual instruments Other non-controlling interests 10 12

2012 000 24,631

2011 000 30,262

(14,205) (526) 5,037 2,156 (62,224) (3,570) 12,969 (60,363) (35,732) (50,463) 9,007 5,724 (35,732)

33,827 (2,220) 5,987 2,384 27,725 88 (22,803) 44,988 75,250 63,142 8,514 3,594 75,250

The notes on pages 31 to 90 form an integral part of these financial statements

N M Rothschild & Sons Limited | Registered Number 925279 | Page 25

Consolidated balance sheet


At 31 March 2012

Note Assets Cash and balances at central banks Loans and advances to banks Loans and advances to customers Available-for-sale financial assets Derivatives Other assets Current tax assets Investments in associates Intangible assets Property, plant and equipment Deferred tax assets Total assets Liabilities Deposits by banks Customer deposits Repurchase agreements Derivatives Debt securities in issue Other liabilities Current tax liabilities Accruals and deferred income Total liabilities Equity Share capital Share premium account Retained earnings Other reserves Total shareholders equity attributable to ordinary shareholders Non-controlling interests Perpetual instruments Total equity Total equity and liabilities 29 31 30 14 20 21 16 18 19 22 12 12 13 14 15

2012 000 543,038 156,273 817,664 372,677 25,117 145,281 2,479 38,510 22,631 63,136 98,214 2,285,020

2011 000 646,535 375,066 881,106 575,657 17,144 151,697 4,665 40,121 14,903 31,729 85,971 2,824,594

178,139 1,085,832 4,366 141,720 139,110 4,985 234,293 1,788,445

176,362 1,235,300 41,708 14,575 460,751 129,008 6,367 195,940 2,260,011

57,655 97,936 229,376 (31,320) 353,647 18,593 124,335 496,575 2,285,020

57,655 97,936 288,458 (21,939) 422,110 18,138 124,335 564,583 2,824,594

The accounts on pages 23 to 90 were approved by the Board of Directors and were signed on its behalf by:

Andrew Didham, Director 24 July 2012


The notes on pages 31 to 90 form an integral part of these financial statements

Page 26 | N M Rothschild & Sons Limited | Registered Number 925279

Consolidated statement of changes in equity


For the year ended 31 March 2012

Share capital 000 At 1 April 2011 Total comprehensive income for the period Dividends Interest on perpetual instruments Tax thereon At 31 March 2012 At 1 April 2010 Total comprehensive income for the period Dividends Interest on perpetual instruments Tax thereon At 31 March 2011 57,655 57,655 57,655 57,655

Share Retained premium earnings 000 000 97,936 97,936 97,936 97,936 288,458 (41,082) (18,000) 229,376 278,804 34,654 (25,000) 288,458

Translation reserve 000 15,719 (2,452) 13,267 14,647 1,072 15,719

Availablefor-sale Hedging reserve reserve 000 000 (38,027) (8,577) (46,604) (63,717) 25,690 (38,027) 369 1,648 2,017 (1,357) 1,726 369

NonPerpetual controlling instruments interests Total equity 000 000 000 124,335 9,007 (12,172) 3,165 124,335 124,335 8,514 (11,825) 3,311 124,335 18,138 5,724 (5,269) 18,593 28,354 3,594 (13,810) 18,138 564,583 (35,732) (23,269) (12,172) 3,165 496,575 536,657 75,250 (38,810) (11,825) 3,311 564,583

The notes on pages 31 to 90 form an integral part of these financial statements

N M Rothschild & Sons Limited | Registered Number 925279 | Page 27

Company balance sheet


At 31 March 2012

Note Assets Cash and balances at central banks Loans and advances to banks Loans and advances to customers Available-for-sale financial assets Derivatives Other assets Current tax assets Shares in subsidiary undertakings Investments in associates Investments in joint ventures Property, plant and equipment Deferred tax assets Total assets Liabilities Deposits by banks Customer deposits Repurchase agreements Derivatives Debt securities in issue Other liabilities Accruals and deferred income Total liabilities Equity Share capital Share premium account Perpetual instruments Retained earnings Other reserves Total equity Total equity and liabilities 31 30 14 20 21 32 16 17 19 22 12 12 13 14 15

2012 000 543,025 91,834 784,680 371,144 25,117 104,294 347 43,547 36,611 5,375 51,562 88,140 2,145,676

2011 000 646,523 292,357 847,455 573,004 17,144 111,999 900 43,547 39,208 5,375 19,271 72,625 2,669,408

178,139 1,160,345 4,366 83,365 112,010 178,246 1,716,471

176,195 1,616,552 41,708 14,538 93,413 109,811 122,957 2,175,174

57,655 97,936 124,335 195,460 (46,181) 429,205 2,145,676

57,655 97,936 124,335 253,140 (38,832) 494,234 2,669,408

The accounts on pages 23 to 90 were approved by the Board of Directors and were signed on its behalf by:

Andrew Didham, Director 24 July 2012


The notes on pages 31 to 90 form an integral part of these financial statements

Page 28 | N M Rothschild & Sons Limited | Registered Number 925279

Company statement of changes in equity


For the year ended 31 March 2012

Share capital 000 At 1 April 2011 Profit for the financial year Other comprehensive income Available-for-sale investments Change in fair value of assets classified as available-for-sale Net change in fair value of available-for-sale financial assets transferred to income statement Amortisation of fair value of reclassified financial assets Cash flow hedges Effective portion of changes in fair value of cash flow hedges Other items Actuarial losses on defined benefit pension funds Income tax on other comprehensive income Dividends Interest on perpetual instruments Tax thereon At 31 March 2012 At 1 April 2010 Profit for the financial year Other comprehensive income Available-for-sale investments Change in fair value of assets classified as available-for-sale Net change in fair value of available-for-sale financial assets transferred to income statement Amortisation of fair value of reclassified financial assets Cash flow hedges Effective portion of changes in fair value of cash flow hedges Other items Actuarial gains on defined benefit pension funds Income tax on other comprehensive income Dividends Interest on perpetual instruments Tax thereon At 31 March 2011 57,655 57,655 57,655

Share premium 000 97,936

Retained earnings 000 253,140 10,092

Availablefor-sale reserve 000 (39,201)

Hedging Perpetual reserve instruments 000 000 369 124,335 9,007

Total equity 000 494,234 19,099

(14,492) (526) 5,037

(14,492) (526) 5,037

2,156

2,156

97,936 97,936

(62,222) 12,450 (18,000) 195,460 238,690 21,922

984 (48,198) (64,741)

(508) 2,017 (1,357)

(12,172) 3,165 124,335 124,335 8,514

(62,222) 12,926 (18,000) (12,172) 3,165 429,205 452,518 30,436

33,662 (2,220) 5,987

33,662 (2,220) 5,987

2,384

2,384

57,655

97,936

27,795 (10,267) (25,000) 253,140

(11,889) (39,201)

(658) 369

(11,825) 3,311 124,335

27,795 (22,814) (25,000) (11,825) 3,311 494,234

The notes on pages 31 to 90 form an integral part of these financial statements

N M Rothschild & Sons Limited | Registered Number 925279 | Page 29

Cash flow statements


For the year ended 31 March 2012

Note Cash flow from operating activities Profit before income tax for the financial year Adjustments to reconcile net profit to cash flow from operating activities Non-cash items included in net profit and other adjustments Depreciation and amortisation Dividends from subsidiaries and associates Share of operating profit of associates Impairment of financial and other assets (net of recovery) Unrealised exchange gains non-operating assets (Profit)/loss on disposal of available-for-sale assets Profit on disposal of subsidiaries Profit on disposal of fixed assets Net decrease/(increase) in operating assets Net due to/from banks (excluding cash equivalents) Derivatives Available-for-sale financial assets Loans and advances to customers Accrued income, prepaid expenses and other assets Net (decrease)/increase in operating liabilities Customer deposits Repurchase agreements Derivatives Debt securities in issue Accrued expenses and other liabilities Income taxes (paid)/received Net cash flow (used in)/from operating activities* Cash flow (used in)/from investing activities Acquisition/increase in stake of subsidiaries, associates and joint ventures Dividends received from subsidiaries and associates Proceeds from disposal of subsidiaries and associates Purchase of fixed assets Disposal of fixed assets Net cash flow (used in)/from investing activities Cash flow used in financing activities Dividends paid Interest paid on perpetual instruments Distributions to non-controlling interests Net cash flow used in financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at 1 April Cash and cash equivalents at 31 March 27

2012 Group 000 34,922

2012 Company 000 18,407

2011 Group 000 45,855

2011 Company 000 37,748

7,842 (3,514) 12,770 (2,616) (2,510) (546) (130) 11,296 1,903 (7,973) 193,895 51,994 6,733 246,552 (149,468) (41,708) (8,053) (319,031) (19,651) (6,004) (543,915) (251,145) (3,314) 2,509 4,049 (39,866) 1,044 (35,578) (18,000) (12,172) (5,269) (35,441) (322,164) 1,016,932 694,768

3,614 (20,809) 15,083 (2,510) (7) (4,629) 1,944 (7,973) 193,067 49,014 7,705 243,757 (456,207) (41,708) (8,016) (10,048) (4,734) 1,821 (518,892) (261,357) (906) 20,809 3,503 (35,905) 7 (12,492) (18,000) (12,172) (30,172) (304,021) 938,880 634,859

6,420 (1,920) 2,190 (824) 107 (563) 5,410 (96,029) 3 219,277 207,905 29,555 360,711 (1,190) (166,670) (3,782) (5,158) (117,595) (14,690) (309,085) 102,891 (2,420) 1,496 527 (18,778) 1,402 (17,773) (25,000) (11,825) (13,810) (50,635) 34,483 982,449 1,016,932

2,785 (23,650) 3,753 136 (16,976) (101,761) 3 219,874 255,540 (33,084) 340,572 (62,056) (166,670) (3,723) 4,322 (72,802) (1,375) (302,304) 59,040 (2,043) 23,650 787 (14,271) 2 8,125 (25,000) (11,825) (36,825) 30,340 908,540 938,880

* Group: cash paid and received for interest during 2012 was 60,333,000 (2011: 59,450,000) and 73,967,000 (2011: 82,056,000) respectively. Company: cash paid and received for interest during 2012 was 58,314,000 (2011: 55,719,000) and 61,323,000 (2011: 70,228,000) respectively.
The notes on pages 31 to 90 form an integral part of these financial statements

Page 30 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of significant accounting policies


N M Rothschild & Sons Limited (the Company) is a company incorporated in the United Kingdom. The Group financial statements consolidate those of the Company and its subsidiaries and jointly-controlled entities (together referred to as the Group) and equity account for the Groups interests in associates. The Parent Company financial statements present information about the Company as a separate entity and not about its group. The accounting policies of the Group set out in this note also apply to the Parent Company financial statements unless otherwise stated.

Developments in reporting standards and interpretations


Standards affecting the financial statements
In the current year, the only new or revised Standard that has affected the amounts reported in these financial statements is the amendments to IFRS 7 Financial Instruments: Disclosures that was implemented as part of Improvements to IFRSs (2010). Part of the amendment requires additional disclosure of the financial effect of collateral held as security in respect of financial instruments and this is shown as part of note 2.2 on page 45 of the financial statements.

Standards not affecting the reported results or the financial position


The following new and revised Standards and Interpretations have been adopted in the current year. Their adoption has not had any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions and arrangements: IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments IAS 24 Related Party Disclosures (Revised 2009) The following amendments were made as part of Improvements to IFRSs (2010): Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards Amendments to IFRS 3 Business Combinations Amendments to IAS 1 Presentation of Financial Statements Amendments to IAS 27 Consolidated and Separate Financial Statements Amendments to IFRIC 13 Customer Loyalty Programmes

N M Rothschild & Sons Limited | Registered Number 925279 | Page 31

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of significant accounting policies (continued)


New Standards and interpretations
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 April 2011 and therefore have not been applied in preparing these consolidated financial statements. The Group is currently reviewing these new standards to determine their effects on the Groups financial reporting. Those that may have a significant effect on the consolidated financial statements of the Group are:

Accounting standards first effective in the Groups 2014 consolidated financial statements
IFRS 10 Consolidated Financial Statements replaces IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation Special Purpose Entities. The new standard introduces a single model of assessing control. Control exists where an investor has the power to direct the activities of another entity in order to influence the returns to the investor. IFRS 11 Joint Arrangements replaces IAS 31 Interests in Joint Ventures. The new standard requires all joint ventures to be equity accounted whereas, currently, the Group accounts for joint ventures by proportional consolidation. IFRS 12 Disclosure of Interests in Other Entities sets out new disclosure requirements in respect of interests in subsidiaries, joint arrangements and associates. It also introduces new requirements for unconsolidated structured entities. IAS 19 Employee Benefits (revised) makes significant changes to the recognition and measurement of defined benefit expenses recognised in the income statement.

Accounting standards first effective in the Groups 2016 consolidated financial statements
IFRS 9 Financial Instruments replaces certain elements of IAS 39 Financial Instruments: Recognition and Measurement in respect of the classification and measurement of financial assets and liabilities.

Basis of preparation
Both the Parent Company and the Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations endorsed by the European Union (EU) and with those requirements of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements are prepared under the historical cost convention, except that available-for-sale investments, financial assets held for trading and all derivative contracts are stated at their fair value. The principal accounting policies set out below have been consistently applied in the presentation of the Group financial statements.

Basis of consolidation
The financial statements of the Group are made up to 31 March 2012 and consolidate the audited financial statements of the Company and its subsidiary undertakings.

Subsidiary undertakings
Subsidiary undertakings are all entities (including special purpose entities SPEs) over which the Group has the power to govern the financial and operating policies, generally as a result of a shareholding of more than one half of the voting rights, so as to obtain benefits from the activities of the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. SPEs are consolidated when the substance of the relationship between the Group and the SPE indicates control by the Group. Potential indicators of control include an assessment of the risks and benefits relating to the SPEs activities. Subsidiary undertakings are fully consolidated from the date on which the Group acquires control, and cease to be consolidated from the date that control ceases. The Group uses the purchase method of accounting for the acquisition of subsidiary undertakings. The cost of an acquisition is measured as the fair value of the assets given as consideration, shares issued or liabilities undertaken at the date of acquisition plus, for acquisitions prior to the adoption of the amendment to IFRS 3, any costs directly attributable to the acquisition. Since the adoption of the amendment to IFRS 3, any costs attributable to the acquisition are expensed through the Income Statement. The excess of the cost of acquisition over the fair value of the net identifiable assets and fair value of contingent liabilities of the subsidiary undertaking acquired is recorded as goodwill. All inter-company transactions, balances and unrealised surpluses and deficits on transactions between group companies are eliminated on consolidation. The accounting policies used by subsidiary undertakings are consistent with the policies adopted by the Group. The financial statements of the Groups subsidiary undertakings are made up to a date not earlier than three months before the balance sheet date and are adjusted, where necessary, for any material transactions or events that occur between the two dates. In the Parent Company financial statements, investments in subsidiary undertakings are carried at cost less any impairment losses.
Page 32 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Basis of consolidation (continued)
Associated undertakings
An associated undertaking is an entity in which the Group has significant influence, but not control, over the operating and financial management policy decisions. This is generally demonstrated by the Group holding in excess of 20 per cent, but no more than 50 per cent, of the voting rights. The Groups investments in associated undertakings are initially recorded at cost. Subsequently they are increased or decreased by the Groups share of the post-acquisition profit or loss, or by other movements reflected directly in the equity of the associated undertakings. When the Groups share of losses in an associated undertaking equals or exceeds its interest in the associated undertaking, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associated undertaking. Positive goodwill arising on the acquisition of an associated undertaking is included in the cost of the investment (net of any accumulated impairment loss). The Groups share of the post-tax results of associated undertakings is based on financial statements made up to a date not earlier than three months before the balance sheet date, adjusted to conform with the accounting policies of the Group and for any material transactions or events that occur between the two dates. In the Parent Company financial statements, investments in associated undertakings are carried at cost.

Joint ventures
A jointly controlled entity is a joint venture that involves the establishment of an entity in which each venturer has an interest. Jointly controlled entities are consolidated using the proportional consolidation method, under which the Groups financial statements include its share of the joint ventures assets, liabilities, income and expenses on a line-by-line basis. Proportional consolidation is discontinued when the Group no longer exercises joint control over the entity. In the Parent Company financial statements, investments in joint ventures are carried at cost.

Going concern
The Group has considerable resources and continues to generate new profitable business. It is well placed to manage its business risk for the forseeable future despite an uncertain economic outlook and, therefore, the financial statements have been prepared on a going concern basis.

Foreign exchange
The consolidated financial statements are presented in sterling, which is the Companys functional currency and the Groups reporting currency. Items included in the financial statements of each of the Groups entities are measured using their functional currency. The functional currency is the currency of the primary economic environment in which the entity operates. Income statements and cashflows of foreign operations are translated into the Groups reporting currency at average exchange rates for the period where this rate approximates to the foreign exchange rates ruling at the date of the transactions and their balance sheets are translated at the exchange rate at the end of the period. Exchange differences arising from the translation of the net investment in foreign subsidiary and associated undertakings and joint ventures are taken to shareholders equity. On disposal of a foreign operation, these translation differences are recognised in the income statement as part of the gain or loss on sale. Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions, and from the translation at period end exchange rates of monetary items that are denominated in foreign currencies, are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates when the fair value was determined. Translation differences on equities classified as at fair value through profit or loss are reported as part of the fair value gain or loss in the income statement.Translation differences on equities classified as available-for-sale are included in the available-for-sale reserve in equity. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing rate.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 33

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Derivative financial instruments and hedge accounting
Derivatives
Derivatives are entered into for trading and risk management purposes. Derivatives used for risk management are accounted for as hedges where they qualify as such under IAS 39. Derivatives are initially recognised at fair value and are subsequently measured at fair value with changes in fair value recognised in the income statement except that, where derivatives qualify for hedge accounting, recognition of any gain or loss depends on the nature of the item being hedged.

Hedge accounting
The Group may apply either fair value or cash flow hedge accounting when transactions meet the criteria for hedge accounting treatment set out in IAS 39. At the inception of the hedge, the Group assesses whether the hedging derivatives meet the effectiveness criteria of IAS 39 in offsetting changes in the fair value or cashflows of the hedged items. The Group then documents the relationship between the hedging instrument and the hedged item. It also records its risk management objectives, its strategy for undertaking the hedge transaction and the methods used to assess the effectiveness of the hedging relationship. After inception, effectiveness is tested on an on-going basis. Hedge accounting is discontinued when it is determined that a derivative has ceased to be highly effective, or when the derivative or the hedged item is derecognised, or when the forecast transaction is no longer expected to occur.

Fair value hedge accounting


Changes in value of fair value hedge derivatives are recorded in the income statement, together with fair value changes to the underlying hedged item in respect of the risk being hedged. If the hedge no longer meets the criteria for hedge accounting, the difference between the carrying value of the hedged item on termination of the hedging relationship and the value at which it would have been carried had the hedge never existed is amortised to the income statement over the residual period to maturity based on a recalculated effective interest rate.

Cash flow hedge accounting


Changes in the fair value of the effective portion of derivatives designated as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised in the income statement. Amounts accumulated in equity are recycled to the income statement when the item being hedged impacts profit or loss. When hedge accounting is discontinued, any cumulative gain or loss in equity remains in equity and is only recognised in the income statement when the forecast transaction is recognised in the income statement. When the forecast transaction is no longer expected to occur, the cumulative balance in equity is immediately transferred to the income statement.

Embedded derivatives
Some hybrid contracts contain both a derivative and a non-derivative component. In such cases, the derivative component is termed an embedded derivative. Where the economic characteristics and risks of embedded derivatives are not closely related to those of the host contract, and where the hybrid contract itself is not carried at fair value through profit or loss, the embedded derivative is separated and recorded at fair value with gains and losses being recognised in the income statement. The Groups investments in collateralised debt obligations (CDOs) which take credit exposure in the form of credit derivatives are treated as containing embedded derivatives that are not closely related to the host CDO contract. The change in fair value of these synthetic CDO contracts attributable to the credit derivatives is recognised in the income statement as part of trading income.

Page 34 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Interest income and expense
Interest income and expense represents interest arising out of banking activities, including lending and deposit-taking business, interest on related hedging transactions and interest on debt securities. Net interest arising from interest rate instruments held for trading are included in trading income. Interest income and expense is recognised in the income statement using the effective interest rate method. The effective interest rate is the rate that exactly discounts the estimated future cashflows of a financial instrument to its net carrying amount. It is used to calculate the amortised cost of a financial asset or a financial liability and to allocate the interest over the relevant period (usually the expected life of the instrument). When calculating the effective interest rate, the Group considers all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes any premiums or discounts, as well as all fees and transaction costs that are an integral part of the financial asset.

Fee and commission income


The Group earns fee and commission income from services provided to clients. Fee income from advisory and other services can be divided into two broad categories: fees earned from services that are provided over a period of time, which are recognised over the period in which the service is provided; and fees that are earned on completion of a significant act or on the occurrence of an event, such as the completion of a transaction, which are recognised when the act is completed or the event occurs. Fees and commissions that are an integral part of a loan, and loan commitment fees for loans that are likely to be drawn down, are deferred (together with related direct costs) and recognised over the life of the loan as an adjustment to the effective interest rate.

Trading income
Trading income arises from movements in the fair value of financial assets held for trading and financial assets designated at fair value through profit or loss.

Financial assets and liabilities


Financial assets and liabilities are recognised on trade date and derecognised on either trade date, if applicable, or on maturity or repayment. On initial recognition, IAS 39 requires that financial assets be classified into the following categories: at fair value through profit or loss, loans and advances, held-to-maturity investments, or available-for-sale. The Group does not hold any assets that are classified as held-to-maturity investments.

Financial assets at fair value through profit or loss


This category comprises financial assets held for trading (i.e. primarily acquired for the purpose of selling in the short term) and derivatives that are not designated as cashflow or net investment hedges. These financial assets are initially recognised at fair value, with transaction costs recorded immediately in the income statement and are subsequently measured at fair value. Gains and losses arising from changes in fair value or on derecognition are recognised in the income statement as net trading income. Interest and dividend income from financial assets at fair value through profit or loss is recognised in trading income.

Loans and advances


Loans and advances are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans which are intended to be sold in the short term are classified as held for trading and are recorded at fair value through profit or loss. Loans and advances are initially recorded at fair value, including any directly attributable transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. Gains and losses arising on derecognition of loans and receivables are recognised in other operating income. Financial assets that have been reclassified as loans and advances out of the available-for-sale category are reclassified at fair value on the date of reclassification and are subsequently measured at amortised cost using the effective interest rate method. Any gain or loss recognised in equity prior to reclassification is amortised to the income statement over the remaining maturity of the financial asset.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 35

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Financial assets and liabilities (continued)
Available-for-sale investments
Available-for-sale investments comprise non-derivative financial assets that are either designated as available-for-sale on initial recognition or are not classified into the categories described above. Available-for-sale investments are initially recognised at fair value, including direct and incremental transaction costs, and are subsequently measured at fair value. Gains and losses arising from changes in the fair value of available-for-sale financial assets are recognised in equity until the financial asset is sold, at which time the cumulative gain or loss is transferred to the income statement. Interest (determined using the effective interest rate method), impairment losses and translation differences on monetary items are recognised in the income statement as they arise. Dividends on available-for-sale equity instruments are recognised in the income statement when the Groups right to receive payment is established.

Financial liabilities
Except for derivatives, which are classified as at fair value through profit or loss on initial recognition, all financial liabilities are carried at amortised cost using the effective interest rate method.

Financial guarantee contracts


Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due, in accordance with the terms of a debt instrument. Financial guarantee liabilities are initially recognised at fair value, and the initial fair value is amortised over the life of the guarantee. The guarantee liability is subsequently carried at the higher of the amortised amount and the expected present value of any expected payment (when a payment under the guarantee has become probable). Where one Group company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the Group, that company considers these to be insurance arrangements and accounts for them as such. In this respect, the Group company treats the guarantee contract as a contingent liability until such time as it becomes probable that it will be required to make a payment under the guarantee.

Derecognition
The Group derecognises a financial asset when: i. the contractual rights to cashflows arising from the financial asset have expired; or ii. it transfers the financial asset including substantially all of the risks and rewards of the ownership of the asset; or iii.  it transfers the financial asset, neither retaining nor transferring substantially all the risks and rewards of the asset, but no longer retains control of the asset.

Determination of fair value


The fair value of quoted investments in active markets is based on current bid prices. For other financial assets, the Group establishes fair value by using appropriate valuation techniques. These include the use of recent arms length transactions, discounted cashflow analysis, option pricing models and other valuation methods commonly used by market participants. For certain investments, the valuation may be derived from quotations received from various sources. Where the market is illiquid, the quotations may not be supported by prices from actual market transactions. The fair value of short term debtors and creditors is materially the same as invoice value.

Sale and repurchase agreements


When securities are sold subject to a commitment to repurchase them at a predetermined price, they remain on the balance sheet and a liability is recorded in respect of the consideration received. The difference between the sale and repurchase price is treated as interest and recognised over the life of the agreement. Securities acquired in a reverse sale and repurchase agreement are not recognised and the consideration is recorded in loans and advances on the balance sheet.

Page 36 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Financial assets and liabilities (continued)
Securitisation transactions
The Group may enter into funding arrangements with lenders in order to finance specific financial assets. In general, both the assets and the related liabilities from these transactions are held on the Groups balance sheet. However, to the extent that the risks and returns associated with the financial instruments have been transferred to a third party, the assets and liabilities are derecognised in whole or in part. Interests in securitised financial assets may be retained or taken in the form of senior or subordinated tranches of debt securities, or other residual interests. Such retained interests are primarily recorded as available-for-sale assets.

Impairment of financial assets


Assets are assessed at each balance sheet date to determine whether there is objective evidence that a financial asset or group of financial assets is impaired. Impairment losses are incurred if there is objective evidence of impairment as a result of one or more events occurring after initial recognition of the asset (a loss event) and that loss event has an impact on the estimated future cashflows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that a financial asset or group of assets is impaired includes observable data about the following loss events: i. significant financial difficulty of the issuer; ii. a breach of contract, such as a default or delinquency in interest or principal repayment; iii. g  ranting to the borrower a concession, for economic or legal reasons relating to the borrowers financial difficulty, that the lender would not otherwise consider; iv. it becoming probable that the borrower will enter bankruptcy or other financial reorganisation.

Impairment of loans and advances


The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant and individually or collectively for financial assets that are not individually significant. Impairment losses are calculated on a collective basis in respect of losses that have been incurred but not yet identified on loans that are subject to individual assessment for impairment and for homogeneous groups of loans that are not considered individually significant. If no objective evidence of impairment exists for an individually assessed financial asset, it is included in a collective assessment for impairment with other assets with similar risk characteristics. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of expected future cashflows discounted at the financial assets original effective interest rate. The carrying amount of the asset is reduced, the loss being recognised in the income statement. The calculation of the present value of the estimated future cashflows of a financial asset reflects the cashflows that may result from scheduled interest payments, principal repayments, or other payments due, including liquidation of collateral where available. In estimating these cashflows, management makes judgements about a counterpartys financial situation and the fair value of any underlying collateral or guarantees in the Groups favour. Each impaired asset is assessed on its merits, and the workout strategy and estimate of cashflows considered recoverable are reviewed by the Credit Committee on a quarterly basis. The methodology and assumptions used for estimating both the amount and the timing of future cashflows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. Collectively assessed credit risk allowances cover credit losses inherent in portfolios of financial assets with similar economic characteristics where there is objective evidence to suggest that they contain impaired assets but the individual impaired items cannot yet be identified. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics. Future cashflows are estimated on the basis of historical loss experience. These estimates are subject to regular review and adjusted to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 37

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Impairment of financial assets (continued)
Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the original effective interest rate which was used to discount the future cashflows for the purpose of measuring the impairment loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related to an objective event occurring after the impairment was recognised (for example, being awarded a new contract that materially enhances future cashflows), the previously recognised impairment loss is reversed by adjusting the allowance for loan impairment. The amount of the reversal is recognised in the income statement. When a loan is deemed uncollectable, it is written off against the related allowance for loan impairment. Recoveries received in respect of loans previously written off are recorded as a decrease in the impairment losses on loans and advances and are recorded in the income statement in the year in which the recovery was made. Loans subject to individual impairment assessment whose terms have been renegotiated, and which would have been past due or impaired had they not been renegotiated, are reviewed to determine whether they are impaired or past due.

Impairment of available-for-sale assets


Available-for-sale assets are assessed at each balance sheet date to determine whether there is objective evidence that a financial asset or group of financial assets is impaired, which requires judgement by management. For equity shares classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered evidence of impairment. If any such evidence exists, the cumulative loss is removed from equity and recognised in the income statement. If, in a subsequent period, the fair value on an equity share classified as available-for-sale increases, the impairment loss is not reversed through the income statement, but remains recorded in equity. Impairment of available-for-sale debt securities is based on the same criteria as for all other financial assets. If in a subsequent period the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, the impairment loss is reversed through the income statement. The loss recognised in the income statement is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in the income statement.

Debt/equity classification
Under IFRS the critical feature in differentiating a debt instrument from an equity instrument is the existence of a contractual obligation of the Group to deliver cash (or another financial asset) to another entity. Where there is no such contractual obligation, the Group will classify the financial instrument as equity, otherwise it will be classified as a liability and carried at amortised cost. Under IFRS the contractual terms of the transaction takes precedence over its economic substance in determining how it should be classified. The terms of the perpetual debt instruments issued by the Group permit interest payments to be waived unless the Company has paid a dividend in the previous six months and are therefore considered to be equity.

Goodwill and intangible assets


i.  oodwill in a subsidiary or an associated undertaking represents the excess, at the date of acquisition, of an acquisitions cost G over the fair value of the Groups share of net identifiable assets acquired. Identifiable intangible assets are those which can be sold separately or which arise from legal rights regardless of whether those rights are separate.

 When the Group increases its stake in an entity which it already controls, any difference between the price paid for the additional stake and the increase in the net assets acquired by the Group is recognised directly in equity.  Goodwill is stated at cost less any accumulated impairment losses. Goodwill is tested annually for impairment, or more frequently when circumstances indicate that its carrying amount is too high. Goodwill is allocated to cash-generating units for the purposes of impairment testing. If the net present values of the cash-generating units forecast cashflows are insufficient to support their carrying value, then the goodwill is impaired. Impairment losses on goodwill are recognised in the income statement and are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.  Negative goodwill in an associated or subsidiary undertaking represents the excess of net identifiable assets acquired over the acquisition cost, and is recognised immediately in the income statement.
Page 38 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Goodwill and intangible assets (continued)
ii. I ntangible assets comprise acquired intellectual property rights and future servicing rights, which are carried at cost less accumulated amortisation and impairment losses. The intellectual property rights are amortised on the basis of an estimated useful life of 10 years. The future servicing rights are amortised over the servicing period as the fees from servicing are recognised. Intangible assets are reviewed at each reporting date to determine whether there is any objective evidence of impairment. If such evidence exists, an impairment test is performed and, if necessary, an impairment charge is recognised in the income statement.

Property, plant and equipment


All property, plant and equipment is stated at cost. Cost includes expenditure that is directly attributable to the acquisition of the asset including, in respect of leasehold improvements, costs incurred in preparing the property for occupation (this includes rent paid whilst the preparation work is undertaken). Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to write down the cost of assets to their residual values over their estimated useful lives, as follows:

Computer equipment Cars Fixtures and fittings Leasehold improvements

2-5 years 3-5 years 3-10 years 4-24 years

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These gains and losses are recognised in the income statement.

Impairment of property, plant and equipment


At each balance sheet date, or more frequently where events or changes in circumstances dictate, property, plant and equipment is assessed for indications of impairment. If such indications are present, these assets are subject to an impairment review. If impaired, the carrying values of assets are written down by the amount of any impairment and the loss is recognised in the income statement in the period in which it occurs. A previously recognised impairment loss relating to a fixed asset may be reversed when a change in circumstances leads to a change in the estimates used to determine the fixed assets recoverable amount. The carrying amount of the fixed asset is only increased up to the amount that it would have been had the original impairment not been recognised.

Finance and operating leases


Where the Group is the lessor Finance leases
When assets are held subject to a finance lease, the present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised in interest income over the term of the lease using the net investment method (before tax), which reflects a constant periodic rate of return.

Operating leases
Assets acquired for use by customers under operating lease agreements, including initial direct costs incurred in negotiating an operating lease, are capitalised and included in the relevant category of fixed assets. Depreciation is charged on a straight-line basis to write the value of the asset down to the expected residual value over a period consistent with other assets of a similar type. Operating lease income and the initial direct costs are recognised in other operating income on a straight-line basis over the period of the lease.

Where the Group is the lessee


The Group has entered into operating leases in respect of office premises. The total payments made under operating leases are charged to the income statement as operating expenses.
N M Rothschild & Sons Limited | Registered Number 925279 | Page 39

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Cash and cash equivalents
Cash and cash equivalents comprise balances with original maturities of three months or less, including cash and non-restricted balances with central banks, certificates of deposit and loans and advances to banks.

Pensions
The Groups post-retirement benefit arrangements are described in note 23. The Group operates a number of pension and other post-retirement benefit schemes, both funded and unfunded, of the defined benefit and defined contribution types. For defined contribution schemes, the contribution payable in respect of the accounting period is recognised in the income statement. The defined benefit schemes are accounted for using the option permitted by the amendment made to IAS 19 Employee Benefits whereby actuarial gains and losses are recognised outside the income statement and presented in the statement of comprehensive income. The amount recognised in the balance sheet in respect of defined benefit schemes is the difference between the present value of the defined benefit obligation at the balance sheet date and the fair value of the plans assets, if any. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The principal assumptions are set out in note 23. The present value of the obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liabilities.

Long term employee benefits


The Group operates long term profit share schemes for the benefit of employees. The costs of such schemes are recognised in the income statement over the period in which the services are rendered that give rise to the obligation. Where the payment of profit share is deferred until the end of a specified vesting period, the deferred amount is recognised in the income statement over the period up to the date of payment. The Group has entered into cash-settled share-based payment transactions as part of the long term profit share schemes. The fair value of such awards are measured at the date they are made and remeasured at each reporting date. Such awards are recognised in the income statement over the vesting period until payment.

Taxation
Tax payable on profits and deferred tax are recognised in the income statement except to the extent that they relate to items that are recognised in equity, in which case the tax is also recognised in equity. Deferred tax is provided in full, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax is determined using tax rates and laws that are expected to apply when a deferred tax asset is realised, or when a deferred tax liability is settled. The principal temporary differences arise from depreciation of property, plant and equipment, deferred profit share arrangements, revaluation of certain financial instruments including derivative contracts and available-for-sale securities, provisions for postretirement benefits and tax losses carried forward. Deferred tax assets, including the tax effects of income tax losses available for carry forward, are only recognised where it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax is not provided on temporary differences arising from investments in subsidiary undertakings and associated undertakings, unless the timing of the reversal of the temporary difference is controlled by a third party or it is probable that the difference will reverse in the foreseeable future.

Dividends
Dividends on ordinary shares are recognised in equity in the period in which they are declared by the Companys shareholders at the Annual General Meeting or, if earlier, when they are paid.

Provisions and contingencies


Provisions are recognised only when the Group has a present obligation (legal or constructive) as a result of past events. In addition, it must be probable that a transfer of economic benefits will be required to settle the obligation, and it must also be possible to make a reliable estimate of the amount of the obligation.

Page 40 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

1. Summary of Significant Accounting Policies (continued)


Provisions and contingencies (continued)
The Group recognises provisions in respect of onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. Contingent liabilities are possible obligations arising from past events whose existence will be confirmed by one or more uncertain future events not wholly within the Groups control, or present obligations that are not recognised either because it is not probable that an outflow of resources will be required to settle the obligation or the amount of the obligation cannot be reliably estimated. Contingent liabilities are disclosed unless the possibility of a transfer of economic benefits is remote.

Accounting judgements and estimates


The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the accounting policies.

Valuation of financial assets and liabilities


Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arms length transaction. For financial instruments carried at fair value, market prices or rates are used to determine fair value where an active market exists (such as a recognised exchange), as it is the best evidence of the fair value of a financial instrument. Market prices are not, however, available for certain financial assets and liabilities held or issued by the Group. Where no active market price or rate is available, fair values are estimated using present value or other valuation techniques, using inputs based on market conditions existing at the balance sheet date. A description of the valuation techniques used, analysis of assets and liabilities carried at fair value by valuation hierarchy, and a sensitivity analysis of valuations not primarily based on observable market data, is provided in note 3 to the financial statements.

Impairment of financial assets


Assets are assessed at each balance sheet date to determine whether there is objective evidence that a financial asset or group of financial assets is impaired. If there is such objective evidence, and that this has a negative effect on the estimated future cashflows from the asset, then an impairment loss is incurred. The amount of the loss is measured as the difference between the assets carrying amount and the present value of expected future cashflows discounted at the assets original effective interest rate. Portfolios of financial assets with similar economic characteristics where there is objective evidence to suggest that they contain impaired assets but the individually impaired items cannot yet be identified, are collectively assessed for impairment. The collectively assessed impairment allowance is calculated on the basis of future cashflows that are estimated based on historical loss experience. The accuracy of the allowances made depends on how accurately the Group estimates future cashflows for specific counterparty allowances and provisions and the model assumptions and parameters used in determining collective allowances. While this necessarily involves judgement, the Group believes that its allowances and provisions are reasonable and supportable.

Pensions
The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method and the principal assumptions used are set out in note 23. The assumptions that have the greatest impact on the measurement of the pension fund liability are those related to retail price inflation and the discount rate used. For example a 0.5% fall in the discount rate used would result in a 59 million increase in the measurement of the pension fund liabilities. Similarly, a 0.5% increase in the forecast rate of retail price inflation would result in a 42 million increase in pension fund liabilities.

Deferred tax
Deferred tax assets, including those in relation to tax losses carried forward, are only recognised where it is probable that future taxable profits will be available against which the temporary differences can be utilised. After reviewing medium term profit forecasts, as adjusted for tax purposes, the Group considers that there will be sufficient future profits against which these deferred tax assets can be utilised.

Goodwill
Goodwill is assessed at each balance sheet date to determine whether it is impaired. The assessment includes management assumptions on future income flows and judgements and on appropriate discount rates. Management performs sensitivity analysis of these assumptions to support the valuation.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 41

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management


2.1 Strategy in using financial instruments
The use of financial instruments is fundamental to the Groups banking and treasury activities. The Group provides a range of lending products to its clients and funds these activities by means of deposit-taking, medium term note issuance and other borrowings and uses derivatives principally to manage its exposure to interest rate and currency risk. Further information on derivative contracts and the Groups hedging strategies is set out in note 14. The key risks arising from the Groups activities involving financial instruments are as follows: Credit risk the risk of loss arising from client or counterparty default. Market risk exposure to changes in market variables such as interest rates, currency exchange rates, equity and debt prices.  Liquidity and funding risk the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

2.2 Credit risk


Credit risk arises from all exposures to clients and counterparties relating to the Groups lending, trading and investment activities. Limits on credit risk are set by the Group Management Committee and by the Credit Committee. The Credit Committee reviews concentrations and makes recommendations on credit decisions to the Group Assets and Liabilities Committee. Credit risk limits are set, where appropriate, in respect of exposures to individual clients or counterparties, to industry sectors and to countries. Exposure to credit risk is managed by detailed analysis of client and counterparty creditworthiness prior to entering into an exposure, and by continued monitoring thereafter. A significant proportion of the Groups lending exposures is secured on property or other assets; the Group monitors the value of any collateral obtained. The Group also uses netting agreements to restrict credit exposure to counterparties. For internal monitoring purposes, credit exposure on loans and debt securities is measured as the principal amount outstanding plus accrued interest. Credit exposure on derivatives is measured as the current replacement value plus an allowance for the potential change in replacement value. The Credit Committee reviews credit exposures on loans and debt securities on a quarterly basis and for this purpose they are classified as follows:

Category 1
Exposures where the payment of interest or principal is not in doubt and which are not designated categories 2 to 5.

Category 2
Exposures where the payment of interest or principal is not in doubt, but which require closer observation than usual due to some deterioration in the position of the client, for example: poor trading results; difficult conditions in the clients market sector; competitive or regulatory threats; or the potential impact from currency or other factors.

Category 3
Exposures where there has been further deterioration in the position of the client. Although the exposure is not considered to be impaired, the relationship requires close monitoring by the front office team.

Past due but not impaired


Exposures that have failed to make a scheduled interest or principal repayment although full recovery is expected.

Category 4
Exposures that are considered to be impaired and which carry a provision against part of the loan. Some recovery is expected to be made.

Category 5
Exposures that are considered to be impaired and which carry a full provision. No significant recovery of value is expected.

Page 42 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.2 Credit risk (continued)
a. Credit risk exposure
The tables below disclose the maximum exposure to credit risk at the reporting date for financial assets with significant exposure to credit risk, without taking account of collateral held or other credit risk mitigation. Accounts receivable are treated as past due when more than 90 days has elapsed since the invoice was issued.
Category 1 000 543,038 25,117 156,273 491,873 264,008 49,826 99,688 1,629,823 Category 2 000 103,721 125 1,013 104,859 Category 3 000 126,786 4,708 11 131,505 Past due but not impaired 000 12,259 3,725 15,984 Categories 4 and 5 000 158,829 10,891 1,206 4,161 175,087 Impairment allowance 000 (75,804) (10,891) (3,420) Total (net) 000 543,038 25,117 156,273 817,664 264,133 56,753 104,165

Group At 31 March 2012 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total At 31 March 2011 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total

(90,115) 1,967,143

646,535 17,144 375,066 575.061 448,393 21,423 101,888 2,185,510

106,526 2,040 7,979 7 116,552

121,728 4,100 4,075 129,903

44,716 3,510 48,226

102,113 34,045 21 5,772 141,951

(69,038) (29,044) (3,306)

646,535 17,144 375,066 881,106 459,534 33,498 107,871

(101,388) 2,520,754

The table below analyses amounts past due but not impaired:
Past due by < 6 months 000 4,098 799 4,897 Past due by > 6 months 000 8,161 2,926 11,087 Total 000 12,259 3,725 15,984

Group At 31 March 2012 Loans and advances to customers Accounts receivable Total At 31 March 2011 Loans and advances to customers Accounts receivable Total

14,536 1,427 15,963

30,180 2,083 32,263

44,716 3,510 48,226

N M Rothschild & Sons Limited | Registered Number 925279 | Page 43

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.2 Credit risk (continued)
Category 1 000 543,025 25,117 91,834 459,401 263,883 247,481 76,572 1,707,313 Category 2 000 103,721 125 1,013 104,859 Category 3 000 126,786 4,708 131,494 Past due but not impaired 000 7,334 1,721 9,055 Categories 4 and 5 000 159,999 10,891 1,206 3,700 175,796 Impairment allowance 000 (72,561) (10,891) (2,959) (86,411) Total (net) 000 543,025 25,117 91,834 784,680 264,008 254,408 79,034 2,042,106

Company At 31 March 2012 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total At 31 March 2011 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total

646,523 17,144 292,357 551,330 448,393 551,966 83,178 2,590,891

106,526 2,040 7,979 7 116,552

121,728 4,100 4,075 129,903

35,510 1,679 37,189

98,330 34,045 21 1,881 134,277

(65,969) (29,044) (1,574) (96,587)

646,523 17,144 292,357 847,455 459,534 564,041 85,171 2,912,225

The table below analyses amounts past due but not impaired:
Past due by < 6 months 000 292 747 1,039 Past due by > 6 months 000 7,042 974 8,016 Total 000 7,334 1,721 9,055

Company At 31 March 2012 Loans and advances to customers Accounts receivable Total At 31 March 2011 Loans and advances to customers Accounts receivable Total

6,413 1,189 7,602

29,097 490 29,587

35,510 1,679 37,189

Page 44 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.2 Credit risk (continued)
b. Collateral
The Group holds collateral against loans and advances to customers and debt securities. All non-group commercial lending is secured. Collateral is split by type, as either specific or general. Specific collateral is readily identifiable, the majority of which will be charges over property or plant and equipment. If necessary there is a realistic possibility of both taking possession of and realising the collateral. General collateral will be more difficult to both identify and realise. It will usually be a general floating charge over the assets of a business, and is typically attached to leveraged finance assets. It is not practicable to ascribe a specific value to this collateral. Unimpaired loans (levels 1 to 3) are covered by both specific and general collateral. Unimpaired amounts covered by specific collateral includes property lending of 275 million, of which over 90% has specific collateral in excess of the amount advanced, and asset based lending of 122 million which is fully collateralised. Where a loan is deemed to be impaired (level 4 and 5 assets), the level of the impairment charge is primarily driven by any expected shortfall in the collateral value, although 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 are able to roll forward a valuation for reporting purposes via a combination of specific knowledge of the property and the application of general property indices. The table below gives an estimate of the fair value of collateral that could be realised by the Group as security against exposures to customers that are individually impaired and past due but not impaired.
Past due but not impaired 2012 000 Group Property Debt and equity securities Commercial vehicles and other equipment Guarantees and fixed or floating charges Other Collateral held Amount of exposures collateralised (net of specific provisions) Company Property Debt and equity securities Commercial vehicles and other equipment Guarantees and fixed or floating charges Other Collateral held Amount of exposures collateralised (net of specific provisions) 2,065 5,212 7,277 7,334 74,944 2,000 115 22,797 1,545 101,401 106,504 21,529 13,981 35,510 35,510 35,323 5,494 2,271 14,545 2,269 59,902 65,995 3,317 3,673 5,212 12,202 12,259 79,439 2,000 1,951 22,797 1,545 107,732 112,835 25,484 6,020 13,981 45,485 44,716 32,263 5,494 7,038 14,545 2,269 61,609 67,691 Individually impaired 2012 000 Past due but not impaired 2011 000 Individually impaired 2011 000

N M Rothschild & Sons Limited | Registered Number 925279 | Page 45

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.2 Credit risk (continued)
c. Forbearance
As refinancing and sale options are currently limited, it is generally in the lenders and borrowers interest to extend certain facilities at maturity and not to foreclose on the security. This assumes there are no underlying issues regarding the borrowers ability to continue to service the loan and the level of collateral is expected to be of sufficient quality to secure the principal. Unimpaired loans extended in this manner are not categorised as either past due or as renegotiated. As at 31 March 2012, loans with a carrying value of 228.5m had been extended (2011: 293.1), all of which were property loans. There are a small number of loans which are overdue but not impaired pending an extension of maturity. As at 31 March 2012 these amounted to 7.3m. Some loans were renegotiated on substantially different terms than before. Typically these loans will include revised covenants and higher margins to reflect higher credit risk as well as having extended maturities. But for these renegotiations the loans would have been deemed to have been impaired. As at 31 March 2012 the carry value of all loans renegotiated was 104.6m (2011: 111.6m).

d.

Credit risk concentrations

The Group monitors concentrations of credit risk by geographic location and by industry sector. The following tables show an analysis of credit risk by location and by sector. The location for loans and advances is determined by reference to the location of the borrower, and debt securities are recorded based on the location of the issuer of the security. In the current climate, exposures to the weaker eurozone economies are closely monitored by senior management and the Group has no sovereign debt exposure to peripheral eurozone economies. Within other Europe available-for-sale financial assets are 53 million of assets with exposure to the weaker eurozone countries. Of this, 40 million relates to a portfolio of residential mortgage backed securities. Each asset is top tier in its respective structure, benefiting from substantial credit support from the subordination of junior notes and excess reserve balances. The remaining 13 million relates to collateralised loan obligations, which have some exposure to the weaker economies. Loans to customers include 24 million of loans to the weaker eurozone economies, all of which have been subject to close review. The Group expects to realise the carrying value of these loans. The sector analysis is based on Global Industry Classification Standards and includes derivatives, loans and advances to banks, loans and advances to customers, debt securities, commitments and guarantees.

Page 46 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.2 Credit risk (continued)
UK and Channel Islands 000 Other Europe 000 US and Canada 000 Other 000 Total 000

Credit risk by location Group At 31 March 2012 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total At 31 March 2011 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total Company At 31 March 2012 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total At 31 March 2011 Cash and balances at central banks Derivatives Loans and advances to banks Loans and advances to customers Available-for-sale financial assets debt securities Commitments and guarantees Accounts receivable Total

543,025 13,422 53,076 601,981 138,265 43,473 53,714 1,446,956

13 11,671 69,061 187,134 113,954 13,280 31,018 426,131

24 8,252 15,063 10,077 6,198 39,614

25,884 13,486 1,837 13,235 54,442

543,038 25,117 156,273 817,664 264,133 56,753 104,165 1,967,143

646,523 11,383 83,111 604,967 342,665 10,596 55,239 1,754,484

12 5,761 254,912 241,424 87,820 17,089 37,975 644,993

25 21,356 23,354 777 4,487 49,999

37,018 13,359 5,695 5,036 10,170 71,278

646,535 17,144 375,066 881,106 459,534 33,498 107,871 2,520,754

543,025 13,422 49,616 567,956 138,265 241,045 49,268 1,602,597

11,671 33,390 188,175 113,829 13,363 17,217 377,645

24 8,252 15,063 10,077 5,010 38,426

576 13,486 1,837 7,539 23,438

543,025 25,117 91,834 784,680 264,008 254,408 79,034 2,042,106

646,523 11,383 79,975 570,344 342,665 541,051 50,867 2,242,808

5,761 211,866 242,396 87,820 17,177 27,458 592,478

25 21,356 23,354 777 4,425 49,937

491 13,359 5,695 5,036 2,421 27,002

646,523 17,144 292,357 847,455 459,534 564,041 85,171 2,912,225

N M Rothschild & Sons Limited | Registered Number 925279 | Page 47

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.2 Credit risk (continued)
Credit risk by industry sector Group Energy Materials Industrials Consumer discretionary Consumer staples Health care Financial (see below) Real estate (see below) IT and telecoms Utilities Governments and Central Banks Private persons Related party loans, commitments and guarantees Total Company Energy Materials Industrials Consumer discretionary Consumer staples Health care Financial (see below) Real estate (see below) IT and telecoms Utilities Governments and Central Banks Private persons Related party loans, commitments and guarantees Total 56,743 39,030 52,676 55,052 9,514 283,454 371,963 21,200 686,393 21,988 365,059 1,963,072 6,745 86,955 53,016 66,673 41,466 9,989 535,934 421,492 41,856 3,639 851,669 22,466 685,154 2,827,054 60,739 89,187 96,128 70,410 15,378 348,020 373,121 21,200 698,935 21,988 67,872 1,862,978 6,745 90,309 97,763 105,282 43,137 15,996 618,584 423,682 41,856 3,639 868,774 22,466 74,650 2,412,883 2012 000 2011 000

Page 48 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.2 Credit risk (continued)
Financial and real estate sector exposures may be analysed as follows:

Group Financial sector Short term interbank exposures Investment grade securities Cash/investment backed lending Finance companies Other Total 2012 000 156,273 55,758 75,503 9,170 51,316 348,020 2011 000 375,066 182,398 16,688 44,432 618,584 2012 000 91,834 55,758 75,503 9,170 51,189 283,454

Company 2011 000 292,357 182,398 16,688 44,491 535,934

Short term interbank lending and investment grade securities are held for liquidity management purposes.

Group Real estate sector Senior loans Subordinated/mezzanine loans Total 2012 000 305,638 67,483 373,121 2011 000 348,115 75,567 423,682 2012 000 304,480 67,483 371,963

Company 2011 000 345,925 75,567 421,492

Real estate exposures are generally supported by income generated by a large number of tenants from a wide variety of industry sectors. Exposures are broadly evenly split between the major property types (retail, office and industrial) and are located predominantly within the UK. There are no material exposures to loans with elements of development financing.

2.3 Market risk


Market risk arises as a result of the Groups activities in interest rate, currency and equity markets and comprises interest rate, foreign exchange and equity price risk. During the year, exposure to market risk has continued to be small in relation to capital, as trading activities have been focused on servicing client requirements rather than on proprietary risk-taking. Market risk arising in the Companys subsidiary undertakings is immaterial. Limits on market risk exposure are set by the Group Assets and Liabilities Committee. Monitoring of market risk limits and determination of trading profits are undertaken daily, independently of the dealing area. Risk limits are complemented by other measures and controls, including stress testing to estimate the losses that could occur when markets behave in unusually volatile ways and with little liquidity. Market risks associated with treasury and equity positions are described below with a description of risk management and the levels of risk.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 49

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.3 Market risk (continued)
Treasury
Market risk in treasury activities arises from interest rate and foreign exchange positions. Foreign exchange and interest rate contracts are predominantly used for hedging purposes. Risk is monitored daily using a sensitivity-based value at risk approach, which determines the effect of changes in market price factors, including currency prices, interest rates and volatilities, on positions. Shifts in market price factors and correlations are calculated weekly, or more frequently in turbulent markets, using the industry standard of 99 per cent probability over a ten day holding period for all risks except currency position risk, which is measured using a 99 per cent probability over a one day holding period. The market risk figures below are derived from weekly figures.

12 months to 31 March 2012 Company Interest rate risk Foreign exchange risk Total value at risk Average 000 474 19 493 High 000 2,006 85 2,091 Low 000 191 1 192

12 months to 31 March 2011 Average 000 480 18 498 High 000 912 79 991 Low 000 246 2 248

The main assumption used in the calculation is that price factors are normally distributed. This is a common assumption in value at risk calculations but is known to be tenuous, particularly for interest rates and volatilities, and is one of the reasons for the use of a high probability over a long holding period.

Equities
The Group has exposure to equity price risk through holdings of equity investments. Each position is approved by senior management and is monitored on an individual basis. The table below shows the Groups equity price risk by location.

Equity price risk by location Group At 31 March 2012 Equity investments At 31 March 2011 Equity investments Company At 31 March 2012 Equity investments At 31 March 2011 Equity investments

UK and Channel Islands 000

Other Europe 000

US and Canada 000

Total 000

53,512 54,023

54,431 59,563

601 2,537

108,544 116,123

52,104 52,190

54,431 58,743

601 2,537

107,136 113,470

The equity exposure to other Europe consists principally of minority investments held in other Rothschild Group companies.

Page 50 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.3 Market risk (continued)
If the price of all the equities were to fall by 5 per cent, then for the Group there would be a post-tax charge to the income statement of nil and a charge to equity of 4,125,000 (2011: nil and 4,297,000 respectively), and for the Company there would be a post-tax charge to the income statement of nil and a charge to equity of 4,071,000 (2011: nil and 4,198,000 respectively). Similarly, if the price of all the equities and of those equities on which derivative instruments are dependent were to rise by 5 per cent, then for the Group there would be a post-tax credit to the income statement of nil and a credit to equity of 4,125,000 (2011: nil and 4,297,000 respectively), and for the Company there would be a post-tax credit to the income statement of nil and a credit to the equity of 4,071,000 (2011: nil and 4,198,000 respectively).

Currency risk
The table below summarises net exposure to foreign currency exchange rate risk. measured by reference to the foreign currency exposures of monetary assets and liabilities after taking account of positions in derivatives.

Group Long/(Short) 2012 000 US$ Euro Other 6,624 1,821 6,233 2011 000 24,366 (1,049) 10,531

Company Long/(Short) 2012 000 (587) 1,821 (1,515) 2011 000 (22) (1,314) 325

If the value of these currencies fell by 5 per cent against sterling, then for the Group there would be a post-tax charge to the income statement of 558,000 (2011: 1,252,000) and for the Company there would be a post-tax gain to the income statement of 11,000 (2011: 37,000). If the value of these currencies rose by 5 per cent against sterling, then for the Group there would be a post-tax credit to the income statement of 558,000 (2011: 1,252,000) and for the Company there would be a post-tax charge to the income statement of 11,000 (2011: 37,000).

N M Rothschild & Sons Limited | Registered Number 925279 | Page 51

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.3 Market risk (continued)
Interest rate risk
The following table summarises exposure to interest rate risk by showing the impact on the fair value of interest-bearing assets and liabilities, and of interest rate derivatives, if base interest rates in each currency shown moved up or down by 1 per cent. This table includes all interest rate risk, including that within the treasury and banking businesses and also the structural interest rate exposure that arose from the reinvestment of shareholders funds.

Group 000 At 31 March 2012 1% -1% At 31 March 2011 1% -1% (3,412) 3,460 1,717 (1,727) 407 (413) (3,258) 3,306 (673) 673 645 (653) 329 (333) (483) 483 Euro 000 US$ 000 000

Company Euro 000 645 (653) 1,717 (1,727) US$ 000 329 (333) 407 (413)

2.4 Liquidity risk


Liquidity risk is defined as the risk that an entity cannot meet its cash obligations as they fall due. Liquidity risk arises principally from the mismatch of contractual maturities of assets and liabilities inherent in the business, including contingent liabilities. The Group is subject to both an internal liquidity policy, which has been reviewed and approved by the Group Assets and Liabilities Committee, and external regulatory requirements. Liquidity is measured on a behaviourally adjusted basis and on a stressed basis. The stressed behaviour of assets and liabilities can, in certain scenarios, be more adverse than their contractual maturity (for example, loans advanced to customers may not be repaid on their contractual maturity dates). Liquidity is monitored daily independently of the front office Treasury staff responsible for day-to-day liquidity management. The Group measures its liquidity risk quantitatively against a Liquidity Coverage Ratio (LCR) limit in line with the requirements of the FSAs liquidity regime. The LCR considers the Groups eligible Buffer assets against the cumulative net cash flows payable under its most severe stress test. Only those assets of the highest quality can be treated as eligible for inclusion in the LCR. The Groups internal liquidity policy requires it to keep an LCR in excess of 100% at the 1-month time horizon. At 31 March 2012, the LCR was significantly in excess of this internal as well as FSA regulatory requirements. The tables below analyse the Groups financial assets and liabilities based on contractual maturity.

Page 52 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.4 Liquidity risk (continued)
Group At 31 March 2012 Cash and balances at central banks Loans and advances to banks Derivatives Loans and advances to customers Available-for-sale financial assets Other Total Deposits by banks Customer deposits Derivatives Debt securities in issue Other Total At 31 March 2011 Cash and balances at central banks Loans and advances to banks Derivatives Loans and advances to customers Available-for-sale financial assets Other Total Deposits by banks Repurchase agreements Customer deposits Derivatives Debt securities in issue Other Total 646,535 126,740 8 29,423 5,002 807,708 159,338 137,978 13 297,329 243,656 5,998 87,824 122,833 94,081 554,392 5,000 41,708 165,380 2,439 54,503 269,030 752 6,954 270,626 194,653 13,790 486,775 4,175 529,076 2,524 310,449 846,224 3,918 4,184 523,021 137,046 668,169 7,849 402,866 9,599 150,302 570,616 (29,788) 116,123 86,335 646,535 375,066 17,144 881,106 575,657 107,871 2,603,379 176,362 41,708 1,235,300 14,575 460,751 54,503 1,983,199 543,038 110,330 1,369 34,520 1,793 691,050 160,787 74,640 83,365 1,634 320,426 41,400 1,227 202,031 121,211 100,687 466,556 8,516 213,078 1,258 58,355 11,292 292,499 652 3,878 198,866 871 1,613 205,880 8,836 90,347 614 99,797 3,891 18,643 412,058 142,051 72 576,715 707,767 2,494 710,261 (29,811) 108,544 78,733 543,038 156,273 25,117 817,664 372,677 104,165 2,018,934 178,139 1,085,832 4,366 141,720 12,926 1,422,983 Demand/ next day 000 2 days -3m 000 3m-1yr 000 > 1yr 000 No fixed maturity 000 Total 000

N M Rothschild & Sons Limited | Registered Number 925279 | Page 53

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.4 Liquidity risk (continued)
Company At 31 March 2012 Cash and balances at central banks Loans and advances to banks Derivatives Loans and advances to customers Available-for-sale financial assets Other Total Deposits by banks Customer deposits Derivatives Debt securities in issue Other Total At 31 March 2011 Cash and balances at central banks Loans and advances to banks Derivatives Loans and advances to customers Available-for-sale financial assets Other Total Deposits by banks Repurchase agreements Customer deposits Derivatives Debt securities in issue Other Total 646,523 82,823 8 29,571 5,002 763,927 159,171 151,897 13 311,081 209,534 5,998 74,992 122,833 85,171 498,528 5,000 41,708 165,377 2,419 54,446 268,950 6,954 243,578 194,653 445,185 4,175 834,523 2,507 5,000 846,205 4,184 528,120 137,046 669,350 7,849 464,755 9,599 88,413 570,616 (28,806) 113,470 84,664 646,523 292,357 17,144 847,455 573,004 85,171 2,461,654 176,195 41,708 1,616,552 14,538 93,413 54,446 1,996,852 543,025 58,488 1,369 34,520 1,667 639,069 160,787 90,799 83,365 1,634 336,585 33,346 1,227 187,322 121,211 77,367 420,473 8,516 271,433 1,258 11,235 292,442 3,878 176,545 871 181,294 8,836 90,346 614 99,796 18,643 415,099 141,926 575,668 707,767 2,494 710,261 (28,806) 107,136 78,330 543,025 91,834 25,117 784,680 371,144 79,034 1,894,834 178,139 1,160,345 4,366 83,365 12,869 1,439,084 Demand/ next day 000 2 days -3m 000 3m-1yr 000 > 1yr 000 No fixed maturity 000 Total 000

Page 54 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.5 Maturity of financial liabilities
The following tables show undiscounted contractual cash flows, including interest, payable by the Group and the Company on financial liabilities, analysed by remaining contractual maturity at the balance sheet date. Loan commitments and guarantees are included at the earliest date they can be drawn down or called upon. This table does not reflect the liquidity position of the Group or Company.
Demand/ next day 000 160,800 74,891 86,120 1,634 323,445 2 days -3m 000 8,574 219,924 58,612 11,292 298,402 56,753 3m-1yr 000 9,149 106,930 116,079 1yr-5yr 000 92 729,278 729,370 > 5yr 000 40,322 40,322 Total 000 178,615 1,171,345 144,732 12,926 1,507,618 56,753

Group At 31 March 2012 Deposits by banks Customer deposits Debt securities in issue Other liabilities Total Loan commitments and guarantees At 31 March 2011 Deposits by banks Repurchase agreements Customer deposits Debt securities in issue Other liabilities Total Loan commitments and guarantees Company At 31 March 2012 Deposits by banks Customer deposits Debt securities in issue Other liabilities Total Loan commitments and guarantees At 31 March 2011 Deposits by banks Repurchase agreements Customer deposits Debt securities in issue Other liabilities Total Loan commitments and guarantees

159,339 138,272 297,611

5,035 41,755 173,513 1,058 54,503 275,864 33,498

4,223 551,602 311,567 867,392

7,947 417,830 154,310 580,087

33,739 33,739

176,544 41,755 1,314,956 466,935 54,503 2,054,693 33,498

160,800 91,070 86,120 1,634 339,624

8,574 278,536 11,235 298,345 254,408

9,149 106,930 116,079

92 729,278 729,370

40,322 40,322

178,615 1,246,136 86,120 12,869 1,523,740 254,408

159,172 152,196 311,368

5,035 41,755 174,568 54,446 275,804 564,041

4,223 858,108 5,060 867,391

7,947 480,822 91,319 580,088

33,739 33,739

176,377 41,755 1,699,433 96,379 54,446 2,068,390 564,041

N M Rothschild & Sons Limited | Registered Number 925279 | Page 55

Notes to the Financial Statements


(forming part of the Financial Statements)

2. Financial Risk Management (continued)


2.6 Capital management
The Companys capital management policy is to ensure that it is strongly capitalised and compliant with regulatory requirements. The Companys regulator is the FSA who sets and monitors capital requirements for UK regulated financial institutions. A firms minimum regulatory capital is derived from a combination of the requirements from Pillar 1 and Pillar 2 rules. Pillar 1 sets out the minimum capital requirements required to meet credit, market and operational risk. Pillar 2 lays down a supervisory review process to evaluate an institutions own internal process to assess its own capital needs including capital for risks not covered by Pillar 1. The credit risk capital requirement that the Company, and certain other subsidiaries which are part of its solo-consolidated group, are required to hold is largely determined by their balance sheets and off-balance sheet positions weighted according to the credit rating and type of exposure to counterparties. Processes are in place to ensure compliance with the minimum capital requirements set by the FSA. An annual Internal Capital Adequacy Assessment Process (ICAAP), which is subject to FSA review, is also undertaken to review the risks and capital requirements of the business. The Groups risk management processes are designed to ensure that all risks are identified and that they are covered by capital or other appropriate measures. The table below summarises the composition of regulatory capital for the solo-consolidated group at 31 March, as reported to the FSA:

2012 m Tier 1 capital Called up share capital Share premium account Retained earnings and other reserves Pension fund valuation adjustment Deductions from tier 1 capital Total tier 1 capital Tier 2 capital Perpetual subordinated notes Collective provisions Other items Deductions from tier 2 capital Total tier 2 capital Total tier 1 & 2 capital Deductions from total of tier 1 and tier 2 capital* Capital Resources
* Deductions from total tier 1 and tier 2 capital arise from equity or loan investments in/to subsidiaries or other related parties.

2011 m 57.7 97.9 259.0 59.4 (4.8) 469.2 124.3 29.8 5.1 (6.3) 152.9 622.1 (168.0) 454.1

57.7 97.9 224.8 29.6 (4.7) 405.3 124.3 29.7 0.3 154.3 559.6 (164.4) 395.2

Page 56 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

3. Fair Value of Financial Assets and Liabilities


Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arms length transaction. For financial instruments carried at fair value, market prices or rates are used to determine that fair value where an active market exists (such as a recognised exchange), as it is the best evidence of the fair value of a financial instrument. Market prices are not, however, available for certain financial assets and liabilities held or issued by the Group. Where no active market price or rate is available, fair values are estimated using present value or other valuation techniques, using inputs based on market conditions existing at the balance sheet date. The valuation may be derived from quotations received from various sources. Where the market is illiquid, the quotations may not be supported by prices from actual market transactions. Valuation techniques are generally applied to over the counter derivative transactions and unlisted debt and equity securities. The most frequently applied pricing models and valuation techniques include discounted cashflow techniques and option valuation models. The values derived from applying these techniques are significantly affected by judgements made on the choice of valuation model used and the assumptions made concerning factors such as the amounts and timing of future cashflows, discount rates, volatility, and credit quality. The methods adopted to determine the fair value of each type of financial asset or liability are summarised below: C  ash and balances at central banks, loans and advances to banks and deposits by banks. The fair values of these instruments are materially the same as their carrying values due to their short term nature.  Loans and advances to customers have been reviewed and their terms and pricing compared to recent similar transactions. Where a material difference in terms and/or pricing has been observed, or where there is any other indication that the fair value of the asset differs materially from its carrying value, the disclosed fair value has been adjusted accordingly. R  epurchase agreements and amounts due to customers. The fair values of these instruments are determined by discounting the future cashflows at market interest rates adjusted for the appropriate credit spread.  Debt securities in issue. Fair value is determined using quoted market prices where available, or by discounting the future cashflows at market interest rates adjusted for the appropriate credit spread.  Other financial assets and liabilities. Fair value is considered to be the same as carrying value for these assets.  Derivatives and available-for-sale financial assets are carried in the balance sheet at fair value, usually determined using market prices or valuations provided by third parties. Debt securities or unlisted equity securities for which no price is available are valued by discounting expected future cashflows at market interest rates adjusted for appropriate credit spreads.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 57

Notes to the Financial Statements


(forming part of the Financial Statements)

3. Fair Value of Financial Assets and Liabilities (continued)


Financial assets and liabilities carried at amortised cost
Carrying value 2012 000 812,667 178,139 1,085,832 141,720 7,612 Fair value 2012 000 759,193 178,139 1,092,585 141,734 7,612 Carrying value 2011 00 881,106 176,362 41,708 1,235,300 460,751 54,503 Fair value 2011 00 799,134 176,362 41,708 1,240,826 459,847 54,503

Group Financial assets Loans and advances to customers Financial liabilities Deposits by banks Repurchase agreements Due to customers Debt securities in issue Other financial liabilities Company Financial assets Loans and advances to customers Financial liabilities Deposits by banks Repurchase agreements Due to customers Debt securities in issue

779,683 178,139 1,160,345 83,365

727,834 178,139 1,167,098 83,379

847,455 176,195 41,708 1,616,552 93,413

765,483 176,195 41,708 1,622,078 93,415

Financial assets and liabilities carried at fair value


Carrying value equal to fair value 000 Measured using Level 1 000 Level 2 000 Level 3 000

Group At 31 March 2012 Financial assets Financial assets held for trading Financial assets held for risk management purposes Available-for-sale financial assets Total Financial liabilities Financial liabilities held for trading Financial liabilities held for risk management purposes Other financial liabilities Total

7,069 23,045 372,677 402,791

47 239,098 239,145

7,022 23,045 52,155 82,222

81,424 81,424

2,220 2,146 5,314 9,680

2,220 2,146 5,314 9,680

Page 58 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

3. Fair Value of Financial Assets and Liabilities (continued)


Carrying value equal to fair value 000 At 31 March 2011 Financial assets Financial assets held for trading Financial assets held for risk management purposes Available-for-sale financial assets Total Financial liabilities Financial liabilities held for trading Financial liabilities held for risk management purposes Total Company At 31 March 2012 Financial assets Financial assets held for trading Financial assets held for risk management purposes Available-for-sale financial assets Total Financial liabilities Financial liabilities held for trading Financial liabilities held for risk management purposes Total At 31 March 2011 Financial assets Financial assets held for trading Financial assets held for risk management purposes Available-for-sale financial assets Total Financial liabilities Financial liabilities held for trading Financial liabilities held for risk management purposes Total 2,798 11,740 14,538 2,798 11,740 14,538 3,549 13,595 573,004 590,148 17 422,106 422,123 3,532 13,595 70,449 87,576 80,449 80,449 2,220 2,146 4,366 2,220 2,146 4,366 7,069 23,045 371,144 401,258 47 237,565 237,612 7,022 23,045 52,155 82,222 81,424 81,424 2,798 11,777 14,575 2,798 11,777 14,575 3,549 13,595 575,657 592,801 17 424,759 424,776 3,532 13,595 70,449 87,576 80,449 80,449 Measured using Level 1 000 Level 2 000 Level 3 000

N M Rothschild & Sons Limited | Registered Number 925279 | Page 59

Notes to the Financial Statements


(forming part of the Financial Statements)

3. Fair Value of Financial Assets and Liabilities (continued)


Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from market data to a significant extent). An example would be an instrument valued using a price/ earnings multiple of a comparable quoted company. Level 3: Inputs for the asset or liability that are not based primarily on observable market data (unobservable inputs). Typically this will be used for instruments with uncertain cashflows and the valuation will therefore depend upon the expected cashflows, estimated maturity and the discount factor used.

Assets measured at fair value based on Level 3


There were no significant transfers between assets valued at Level 1 and at Level 2 in the year. The movements in assets valued using Level 3 valuation are as follows:
Group and Company Available-for-sale financial assets At 1 April Total gains and (losses) in income statement through other comprehensive income Settlements Exchange movements At 31 March (196) 1,202 (119) 88 81,424 (85) 2,505 (202) 285 80,449 2012 000 80,449 2011 000 77,946

Total losses of 196,000 (2011: 85,000) were included in the income statement in respect of assets held at the end of the reporting period. A sensitivity analysis has been performed on the cashflows of the assets valued with a Level 3 methodology. These have been flexed to assume that either 10 per cent more or 10 per cent less cash is uniformly received over the life of the investment. The effect that these variations would have on the fair value of the assets is summarised below:

Group and Company Current fair value Cashflow +10%: addition to fair value Cashflow -10%: reduction in fair value

2012 000 81,424 8,143 8,143

2011 000 80,449 8,043 8,043

Page 60 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

4. Net Interest Income


2012 000 Interest and similar income Loans and advances Available-for-sale financial assets Other Interest expense and similar charges Amounts due to banks and customers Debt securities in issue 47,131 11,827 58,958 53,165 10,792 63,957 71,800 4,544 10 76,354 74,694 7,578 5 82,277 2011 000

Included within interest income is 5,083,000 (2011: 3,802,000) in respect of interest income accrued on impaired financial assets.

5. Net Fee and Commission Income


2012 000 Fee and commission income Banking and credit-related fees and commissions Fees for advisory work and other services Other fees Fee and commission expense Global financial advisory fees payable Other fees payable 22,497 454 22,951 24,563 213 24,776 3,332 335,215 16,444 354,991 3,381 371,070 9,667 384,118 2011 000

Global financial advisory fees payable represent fees paid to other members of the Rothschild group where the Company has worked in collaboration with another group company in a transaction, or fees paid to any subcontracted parties outside the Rothschild group.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 61

Notes to the Financial Statements


(forming part of the Financial Statements)

6. Net Trading Income


2012 000 Foreign exchange gains Interest rate instruments trading Interest rate instruments hedging Fair value movements Equities 1,362 334 (219) 1,478 3 2,958 2011 000 1,717 56 (90) 397 136 2,216

Net trading income arises from movements in the fair value of financial assets held for trading and from hedging strategies. The following activities give rise to net trading income: Trading in foreign exchange spot, forward and option contracts, loans, interest rate futures, swaps and forward rate agreements. Holding equities for trading purposes. Fair value movements represent the changes in the fair value of synthetic CDO investments attributable to embedded credit derivatives. Gains and losses on the ineffective portion of designated hedging relationships are also recognised in net trading income.

7. Other Operating Income


2012 000 Operating lease income Rental income Dividend income Gain on disposal of fixed assets Profit on disposal of subsidiaries Gains less losses from available-for-sale financial assets Other 6,992 105 1,800 130 546 2,510 7,856 19,939 2011 000 7,055 4,750 1,724 563 (107) 2,627 16,612

Page 62 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

8. Operating Expenses
Note Staff costs Administrative expenses 9 2012 000 251,942 68,371 320,313 2011 000 274,752 69,193 343,945

The auditors remuneration was as follows:


2012 000 Audit fees relating to the Company Audit fees relating to subsidiary undertakings 241 557 798 2011 000 235 526 761

Remuneration payable to the auditor and its associates for non-audit work was as follows:
2012 000 Non-audit services pursuant to legislation including interim reviews Tax services Accounting advice Other work 43 90 65 11 209 2011 000 43 176 32 251

9. Staff Costs
Note Salaries (excluding profit share) Social security costs Staff benefits and other staff costs Pension costs Defined benefit plans Defined contribution plans Post-retirement benefits Staff costs (excluding profit share) Directors and employees annual profit share Long term profit share schemes Directors and employees profit share Total staff costs 23 23 2,636 4,094 943 150,152 82,912 18,878 101,790 251,942 2,487 2,059 928 91,526 46,254 18,497 64,751 156,277 2,681 4,467 877 129,975 123,033 21,744 144,777 274,752 2,530 2,735 862 80,629 71,075 21,306 92,381 173,010 2012 Group 000 106,503 12,072 23,904 2012 Company 000 62,225 7,558 16,269 2011 Group 000 95,910 9,772 16,268 2011 Company 000 55,847 6,415 12,240

N M Rothschild & Sons Limited | Registered Number 925279 | Page 63

Notes to the Financial Statements


(forming part of the Financial Statements)

9. Staff Costs (continued)


The number of persons employed as at 31 March was as follows:
2012 Group Global Financial Advisory Banking Support and other 677 209 239 1,125 2012 Company 390 52 239 681 2011 Group 748 221 216 1,185 2011 Company 435 60 216 711

The average number of persons employed during the year ended 31 March was as follows:
2012 Group Global Financial Advisory Banking Support and other 718 219 233 1,170 2012 Company 412 54 233 699 2011 Group 747 218 220 1,185 2011 Company 434 59 220 713

Long term incentive schemes


As part of its variable pay strategy, the Group operates long term incentive schemes for the benefit of employees. These schemes consist of deferred cash bonuses and, for certain key staff, deferred bonuses based on the share value of Rothschild Continuation Holdings AG (RCH), a parent of the Company. The 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 key staff in positions of control within the Company, the deferred award is partly based on the future value of a fixed number of RCH shares. The objective is to link their reward with the performance of the Group. In addition to the requirement to remain employed by the Group, these awards may also be cancelled if: There is reasonable evidence of employee misbehaviour or material error; or The Company, or the relevant business unit, suffers a material downturn in financial performance; or The Company, or the relevant business unit, suffers a material failure of risk management; or Reasonable evidence comes to light which calls into question the basis on which the original award was made. Deferred pay based on the value of RCH shares is accounted for as a cash-settled share based payment award. The fair value of the shares awarded as at 31 March 2012 was 2,810,000, and the value of this is being spread over the service period using the same principles as the other deferred awards and is booked in the income statement as part of the charge for long term profit share. RCH shares are not quoted, but their value is determined each six months by an independent valuation. A commitment to employees exists in connection to deferred remuneration. Some of this has not yet been accrued because it relates to future service period. The amount of potential future payments that have not yet accrued is 15,227,000.

Page 64 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

10. Tax
Tax charged to the income statement:
2012 000 Current tax Current period Prior year adjustments Total current tax charge Deferred tax Origination and reversal of timing differences Prior year adjustments Total deferred tax charge Total tax charged to income statement 8,206 (1,399) 6,807 10,291 10,966 767 11,733 15,593 5,136 (1,652) 3,484 4,507 (647) 3,860 2011 000

Tax on items (credited)/charged to other comprehensive income:


2012 000 Deferred tax on available-for-sale financial assets Current tax on available-for-sale financial assets Deferred tax on cash flow hedges Deferred tax on actuarial gains and losses on defined benefit pension schemes Total tax (credited)/charged to other comprehensive income (151) (967) 508 (12,359) (12,969) 2011 000 3,249 8,655 658 10,241 22,803

Tax on items credited to equity:


2012 000 Current tax on distributions to holders of perpetual instruments 3,165 2011 000 3,311

The tax charged on income differs from the theoretical amount that would arise using the standard tax rate as follows:
2012 000 Profit before tax Tax calculated at the UK corporation tax rate of 26% (2011 28%) Adjustment to tax charge in respect of prior years Income from associate recorded net of tax in profit before tax Non tax deductible expenses Impact on deferred tax of corporation tax rate change Effect of different tax rates in other countries Income not subject to tax Previously unrecorded deferred tax now recognised Other Total tax charged to income statement 34,922 9,080 (3,051) (567) 1,032 2,514 1,111 (486) 812 (154) 10,291 2011 000 45,855 12,839 120 (244) 1,085 2,022 (862) (589) 352 870 15,593

Further information about deferred tax is presented in note 22.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 65

Notes to the Financial Statements


(forming part of the Financial Statements)

11.  Group Profit Dealt with in the Financial Statements of the Company
10,092,000 (2011: 21,922,000) of the Group profit attributable to ordinary shareholders has been dealt with in the accounts of the Company. As permitted by Section 408 of the Companies Act 2006, the income statement of the Company has not been presented separately.

12. Loans and Advances


2012 Group 000 Loans and advances to banks: Included in cash and cash equivalents* Other 151,730 4,543 156,273 91,834 91,834 370,397 4,669 375,066 292,357 292,357 2012 Company 000 2011 Group 000 2011 Company 000

*Loans and advances to banks includes reverse repurchase agreements of 75,029,000 (2011: nil).
Loans and advances to customers: Loans and advances to customers at amortised cost Loans and advances to customers held for trading at fair value Allowance for credit losses 888,471 4,997 (75,804) 817,664 852,244 4,997 (72,561) 784,680 950,144 (69,038) 881,106 913,424 (65,969) 847,455

Loans and advances to customers include finance lease receivables as follows:


Group Gross investment in finance leases, receivable: 1 year or less 5 years or less but over 1 year Over 5 years Unearned future finance income on finance leases Net investment in finance leases 52,861 81,499 3,828 138,188 (22,399) 115,789 44,026 66,668 1,206 111,900 (18,228) 93,672 2012 000 2011 000

The net investment in finance leases may be analysed as follows:


Group 1 year or less 5 years or less but over 1 year Over 5 years 2012 000 44,287 68,101 3,401 115,789 2011 000 36,874 55,691 1,107 93,672

Page 66 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

12. Loans and Advances (continued)


The movement in the allowance for credit losses on loans and advances to customers is as follows:
Specific 000 At 1 April 2011 Charge to income statement Amounts written off Recoveries Exchange movements At 31 March 2012 At 1 April 2010 Charge/(credit) to income statement Amounts written off Recoveries Exchange movements At 31 March 2011 39,250 11,425 (7,203) 3,218 (697) 45,993 55,740 3,454 (22,872) 3,129 (201) 39,250 Group Collective 000 29,788 23 29,811 34,418 (4,630) 29,788 Total 000 69,038 11,448 (7,203) 3,218 (697) 75,804 90,158 (1,176) (22,872) 3,129 (201) 69,038 Specific 000 37,163 13,761 (6,866) 394 (697) 43,755 52,206 5,387 (20,300) 71 (201) 37,163 Company Collective 000 28,806 28,806 33,806 (5,000) 28,806 Total 000 65,969 13,761 (6,866) 394 (697) 72,561 86,012 387 (20,300) 71 (201) 65,969

Following the amendments to IAS 39 and IFRS 7, Reclassification of Financial Assets, on 1 July 2008 the Company transferred from available-for-sale financial assets to loans and advances those financial assets to which the definition of loans and advances would apply on the reclassification date. On the reclassification date and on 31 March 2012 the Group had the financial capacity to keep the loans concerned to their maturity date or for the foreseeable future. The movements in the carrying value and fair value of the financial assets reclassified are as follows:
Group and Company Carrying value of assets reclassified at 1 April Impairments after reclassification Sale and redemptions (Repayment)/drawdown of revolving credit facilities Amortisation of frozen available-for-sale reserve Exchange and other movements Carrying value of assets reclassified at 31 March 2012 000 216,921 (3,675) (53,605) (1,553) 5,037 (7,373) 155,752 2011 000 268,726 (2,912) (54,159) 743 5,987 (1,464) 216,921

N M Rothschild & Sons Limited | Registered Number 925279 | Page 67

Notes to the Financial Statements


(forming part of the Financial Statements)

12. Loans and Advances (continued)


Group and Company Fair value of assets reclassified at 1 April Sale and redemptions (Repayment)/drawdown of revolving credit facilities Fair value movements in the period Exchange and other movements Fair value of assets reclassified at 31 March 2012 000 212,466 (53,605) (1,553) (1,829) (7,361) 148,118 2011 000 249,699 (50,615) 743 14,132 (1,493) 212,466

As of the reclassification date, the net effective interest rates, after associated funding costs, on reclassified financial assets was 2.25 per cent. A revaluation gain of 1,846,000 would have been recognised in other comprehensive income in the year to 31 March 2012 had the assets not been reclassified (2011: revaluation gain of 20,404,000). After reclassification, the reclassified financial assets contributed the following amounts, after associated funding costs, to profit before tax:
2012 000 Net interest income Impairment losses Loss on disposals Loss before tax on reclassified financial assets 2,188 (3,675) (275) (1,762) 2011 000 3,077 (2,912) (1,674) (1,509)

13. Available-For-Sale Financial Assets


2012  Group 000 Debt securities Allowance for impairment Total debt securities at fair value Equity securities Allowance for impairment Total equity securities at fair value Total available-for-sale financial assets 275,024 (10,891) 264,133 111,911 (3,367) 108,544 372,677 2012 Company 000 274,899 (10,891) 264,008 110,403 (3,267) 107,136 371,144 2011 Group 000 488,578 (29,044) 459,534 119,566 (3,443) 116,123 575,657 2011 Company 000 488,578 (29,044) 459,534 116,813 (3,343) 113,470 573,004

Page 68 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

13. Available-For-Sale Financial Assets (continued)


2012 Group 000 Available-for-sale financial assets may be analysed as follows: Debt securities Listed Unlisted Total debt securities Equity securities Listed Unlisted Total equity securities Total available-for-sale financial assets 26,729 81,815 108,544 372,677 25,513 81,623 107,136 371,144 33,684 82,439 116,123 575,657 31,223 82,247 113,470 573,004 263,449 684 264,133 263,449 559 264,008 412,455 47,079 459,534 412,455 47,079 459,534 2012 Company 000 2011 Group 000 2011 Company 000

Available-for-sale debt securities of 32,311,000 (2011: 79,159,000) were pledged as security for liabilities of the Company. Equity securities include shares in Paris Orlans SA, Third New Court Limited and Rothschild Holding AG, fellow subsidiaries of Rothschild Concordia SAS. The movement in the impairment allowance for available-for-sale financial assets is as follows:
2012 Group 000 Debt securities At 1 April Charge to income statement Amounts written off Exchange movements At 31 March Equity securities At 1 April Charge to income statement Exchange movements At 31 March 3,443 (76) 3,367 3,343 (76) 3,267 2,953 500 (10) 3,443 2,853 500 (10) 3,343 29,044 1,322 (18,956) (519) 10,891 29,044 1,322 (18,956) (519) 10,891 26,433 2,866 (255) 29,044 26,433 2,866 (255) 29,044 2012 Company 000 2011 Group 000 2011 Company 000

N M Rothschild & Sons Limited | Registered Number 925279 | Page 69

Notes to the Financial Statements


(forming part of the Financial Statements)

13. Available-For-Sale Financial Assets (continued)


2012 Group 000 At 1 April Additions Disposals (sales and redemptions) (Losses)/gains from changes in fair value Movement in allowance for impairment Unwinding of discount Exchange differences At 31 March 575,657 282,186 (454,160) (16,576) (727) (6,157) (7,546) 372,677 2012 Company 000 573,004 282,054 (453,340) (16,151) (727) (6,157) (7,539) 371,144 2011 Group 000 760,813 357,534 (556,867) 30,588 (3,101) (6,673) (6,637) 575,657 2011 Company 000 758,951 356,906 (556,866) 30,424 (3,101) (6,673) (6,637) 573,004

14. Derivatives
The Groups use of financial instruments, including derivatives, is set out in note 2. A derivative is a financial instrument, the value of which is derived from the value of another financial instrument, an index or some other variable (the underlying). Typically the underlying is an interest rate, a currency exchange rate or the price of a debt or equity security. The majority of derivative contracts are negotiated as to amount, tenor and price between the Group and its counterparties, and are known as over the counter (OTC) derivatives. The remainder are standardised in terms of their amounts and settlement dates and are bought and sold in organised markets, and are known as exchange traded derivatives. Derivative instruments are carried at fair value, shown in the balance sheet as separate totals of positive replacement values (assets) and negative replacement values (liabilities). Positive replacement values represent the cost to the Group of replacing all transactions with a fair value in the Groups favour if the counterparties default. Negative replacement values represent the cost to the Groups counterparties of replacing all their transactions with the Group with a fair value in the counterparties favour if the Group were to default. Positive and negative replacement values on different transactions are only netted if there is a legal right of set-off, the transactions are with the same counterparty and the cashflows will be settled on a net basis. Changes in replacement values of derivative instruments are recognised in trading income unless they qualify as cash flow hedges for accounting purposes. The Group uses the following derivative financial instruments for both trading and hedging purposes:  Forward contracts and futures contractual obligations to buy or sell financial instruments on a future date at a specified price. Forward contracts are OTC contracts, whereas futures are exchange traded derivatives.  Interest rate swaps transactions in which two parties exchange interest cashflows on a specified notional amount for a predetermined period. Most swaps are OTC instruments. Interest rate swap contracts generally entail the contractual exchange of fixed and floating rate interest payments in a single currency.  Options contractual agreements under which the seller grants the purchaser the right but not the obligation to buy or sell by or at a future date a specified quantity of a financial instrument at a predetermined price. The purchaser pays a premium to the seller for this right. Options may be transacted OTC or on a regulated exchange. Derivatives may be transacted for hedging or trading purposes. The Group enters into derivative transactions primarily for the purpose of hedging exposures in the non-trading book. The accounting treatment of hedge transactions depends on the nature of the hedging relationship and whether the hedge qualifies as such for accounting purposes. Derivative transactions may qualify as hedges for accounting purposes as either fair value or cash flow hedges. Trading involves taking positions with the intention of profiting from changes in market variables such as interest rates.

Page 70 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

14. Derivatives (continued)


Fair Value Hedges
The Groups fair value hedges consist of interest rate swaps that are used to protect against changes in the fair value of fixed rate lending, fixed rate debt securities and fixed rate borrowing. The fair value of derivatives designated as fair value hedges at 31 March 2012 was 16,334,000 (2011: loss of 2,060,000). Fair value gains of 16,833,000 (2011: losses of 6,484,000) on derivatives held in qualifying fair value hedging relationships are included in net trading income. Fair value losses of 17,052,000 (2011: gains of 6,394,000), which relate to changes in fair value of hedged items attributable to the hedged risk, are also included in net trading income.

Cash Flow Hedges


The Group is exposed to variability in future interest cash flows on non-trading assets and issued debt securities which receive or pay interest at variable rates. Gains and losses on the effective portion of interest rate swaps designated as cash flow hedges are recorded in other comprehensive income. Gains or losses on any ineffective portion of these swaps are recognised immediately in the income statement. No profit or loss was recognised in the income statement in respect of the ineffective portion of cash flow hedges (2011: 0). The fair value of derivatives designated as cash flow hedges at 31 March 2012 was 4,565,000 (2011: gain of 3,904,000). At 31 March 2012, an unrecognised fair value gain of 2,655,000 (2011: gain of 499,000) associated with these derivatives has remained deferred in shareholders equity and will be transferred to the income statement when the hedged cashflows affect profit or loss. Amounts relating to cash flow hedges transferred to the income statement during the period are included in net trading income. The schedule of cash flows hedged is as follows:
Group and Company As at 31 March 2012 Cash inflows (assets) As at 31 March 2011 Cash inflows (assets) 1,390 3,107 827 139 < 1 yr 000 1-3 yrs 000 3-5 yrs 000 5-10 yrs 000 > 10 yrs 000

N M Rothschild & Sons Limited | Registered Number 925279 | Page 71

Notes to the Financial Statements


(forming part of the Financial Statements)

14. Derivatives (continued)


Notional principal 2012 000 Group Contracts held for risk management purposes Derivatives designated as hedges Fair value interest rate swaps Cash flow interest rate swaps Other derivatives held for risk management purposes Interest rate swaps OTC interest rate options 11,671 1,008,404 Contracts held for trading purposes Forward foreign exchange contracts Interest rate swaps Exchange traded interest rate futures Other 414,356 26,912 5,629 446,897 1,455,301 Company Contracts held for risk management purposes Derivatives designated as hedges Fair value interest rate swaps Cash flow interest rate swaps Other derivatives held for risk management purposes OTC interest rate options 11,671 1,008,404 Contracts held for trading purposes Forward foreign exchange contracts Interest rate swaps Exchange traded interest rate futures Other 414,356 26,912 5,629 446,897 1,455,301 144,606 25,388 5,604 4,421 180,019 1,536,340 997 1,028 47 2,072 25,117 2,100 1,035 17 397 3,549 17,144 (1,191) (1,029) (2,220) (4,366) (1,795) (1,003) (2,798) (14,538) 12,378 1,356,321 23,045 11 13,595 (2,146) (11,740) 821,733 175,000 1,152,006 191,937 18,480 4,565 9,675 3,909 (2,146) (11,735) (5) 144,606 25,388 5,604 4,421 180,019 1,546,340 997 1,028 47 2,072 25,117 2,100 1,035 17 397 3,549 17,144 (1,191) (1,029) (2,220) (4,366) (1,795) (1,003) (2,798) (14,575) 10,000 12,378 1,366,321 23,045 11 13,595 (2,146) (37) (11,777) 821,733 175,000 1,152,006 191,937 18,480 4,565 9,675 3,909 (2,146) (11,735) (5) 2011 000 Positive fair value 2012 000 2011 000 Negative fair value 2012 000 2011 000

Page 72 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

15. Other Assets


2012 Group 000 Accounts receivable and prepayments Accrued income Other 113,206 23,300 8,775 145,281 2012 Company 000 84,901 14,298 5,095 104,294 2011 Group 000 116,349 24,282 11,066 151,697 2011 Company 000 89,039 15,475 7,485 111,999

Accounts receivable are net of allowances of 3,420,000 (2011: 3,306,000).

16. Investments in Associates


Group At 1 April Additions Disposals Share of results (net of tax) Gains from changes in fair value Dividends Exchange differences At 31 March 2012 000 40,121 906 (3,503) 3,514 711 (2,509) (730) 38,510 2011 000 37,763 2,043 (527) 1,920 (1,496) 418 40,121

The Groups interests in its principal associated undertakings, which are unlisted, are as follows:
Groups share of: Assets Liabilities Revenues Results (net of tax) 2012 000 120,286 81,776 25,120 3,514 2011 000 112,136 72,015 27,996 1,920

The Company holds a 9.38 per cent interest in Rothschild & Cie Banque, a French limited partnership, in which the Company exercises a significant influence, which carries out banking activities in France. The Company also holds a 50.0 per cent interest in Quintus European Mezzanine Fund Limited Partnership, a Jersey limited partnership that is an investment vehicle for institutional investors. Substantive kick out rights granted to other interest holders mean overall control of the fund does not rest with the Company and the investment continues to be classified as an investment in an associate. The Groups interests in associates are held by the Company at historical cost of 36,611,000 (2011: 39,208,000).

N M Rothschild & Sons Limited | Registered Number 925279 | Page 73

Notes to the Financial Statements


(forming part of the Financial Statements)

17. Investments in Joint Ventures


The Group holds a 50.0 per cent interest in N M Rothschild Europe Partnership, an English partnership, and a 50.0 per cent interest in Rothschild Europe SNC, a French partnership. These partnerships undertake financial advisory activities in continental Europe and are accounted for as jointly controlled entities in accordance with IAS 31 Interests in Joint Ventures using the proportionate consolidation method. The Groups share of assets, liabilities, income and expenses of the partnerships is as follows:
2012 000 Current assets Current liabilities Income Expenses 7,881 4,252 5,415 7,008 2011 000 10,983 5,794 6,490 7,965

18. Intangible Assets


Group Cost at 1 April 2011 Acquisition of subsidiary undertaking At 31 March 2012 Accumulated amortisation at 1 April 2011 Amortisation charge At 31 March 2012 Net book value at 31 March 2012 Cost at 1 April 2010 Additions At 31 March 2011 Accumulated amortisation at 1 April 2010 Amortisation charge At 31 March 2011 Net book value at 31 March 2011 Goodwill 000 14,778 14,778 14,778 14,478 300 14,778 14,778 Other intangible assets 000 1,000 8,154 9,154 875 426 1,301 7,853 1,000 1,000 775 100 875 125 Total 000 15,778 8,154 23,932 875 426 1,301 22,631 15,478 300 15,778 775 100 875 14,903

Included within goodwill as at 31 March 2012 is 9,786,000 (2011: 9,786,000) relating to the purchase of Lanebridge Investment Management Limited in the year ended 31 March 2008. In assessing impairment of goodwill, the Group has used the latest forecasts of Lanebridge Investment Management Limited for the periods to March 2017. A discount rate of 10 per cent (2011: 10 per cent) was applied to the forecast cashflows. The results of the sensitivity analysis performed during the course of the review, which includes assumptions regarding the timing and value of property sales, have provided sufficient assurance that the goodwill is not impaired. The remainder of goodwill relates to various acquisitions within the Five Arrows Leasing Group. During the year, the Group acquired the entire capital of Elgin Capital LLP, a company that provides investment management services for various investment funds. The present value of the future servicing rights has been recognised at acquisition and will be amortised over the servicing period as the fees from servicing are recognised.

Page 74 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

19. Property, Plant and Equipment


Group Cost at 1 April 2011 Additions Disposals Exchange differences At 31 March 2012 Accumulated depreciation at 1 April 2011 Disposals Depreciation charge Exchange differences At 31 March 2012 Net book value at 31 March 2012 Cost at 1 April 2010 Additions Disposals Acquisition of subsidiary undertakings Exchange differences At 31 March 2011 Accumulated depreciation at 1 April 2010 Disposals Depreciation charge Exchange differences At 31 March 2011 Net book value at 31 March 2011 Leasehold improvements 000 29,682 27,830 (7,179) (141) 50,192 10,631 (7,179) 2,792 (97) 6,147 44,045 16,222 13,436 27 (3) 29,682 8,096 2,516 19 10,631 19,051 Cars, fixtures and fittings 000 24,521 3,492 (8,923) (139) 18,951 14,184 (8,012) 2,990 (84) 9,078 9,873 22,923 3,700 (2,250) 11 137 24,521 12,965 (1,412) 2,599 32 14,184 10,337 Computer equipment 000 25,092 8,544 (421) (101) 33,114 22,751 (418) 1,634 (71) 23,896 9,218 24,802 1,642 (1,365) 39 (26) 25,092 22,932 (1,364) 1,205 (22) 22,751 2,341 Total 000 79,295 39,866 (16,523) (381) 102,257 47,566 (15,609) 7,416 (252) 39,121 63,136 63,947 18,778 (3,615) 77 108 79,295 43,993 (2,776) 6,320 29 47,566 31,729

Included within the net book value of cars, fixtures and fittings for the Group as at 31 March 2012 is 5,266,000 (2011: 6,054,000) relating to assets leased to customers under operating leases.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 75

Notes to the Financial Statements


(forming part of the Financial Statements)

19. Property, Plant and Equipment (continued)


Company Cost at 1 April 2011 Additions Disposals At 31 March 2012 Accumulated depreciation at 1 April 2011 Disposals Depreciation charge At 31 March 2012 Net book value at 31 March 2012 Cost at 1 April 2010 Additions Disposals At 31 March 2011 Accumulated depreciation at 1 April 2010 Disposals Depreciation charge At 31 March 2011 Net book value at 31 March 2011 Leasehold improvements 000 26,451 27,809 (7,179) 47,081 8,831 (7,179) 2,377 4,029 43,052 13,538 12,913 26,451 6,767 2,064 8,831 17,620 Cars, fixtures and fittings 000 6,328 290 (5,410) 1,208 6,054 (5,410) 191 835 373 6,218 110 6,328 5,931 123 6,054 274 Computer equipment 000 20,217 7,806 (239) 27,784 18,840 (239) 1,046 19,647 8,137 19,882 1,248 (913) 20,217 19,153 (911) 598 18,840 1,377 Total 000 52,996 35,905 (12,828) 76,073 33,725 (12,828) 3,614 24,511 51,562 39,638 14,271 (913) 52,996 31,851 (911) 2,785 33,725 19,271

20. Debt Securities in Issue


2012 Group 000 Medium term floating rate notes Certificates of deposit in issue 58,355 83,365 141,720 2012 Company 000 83,365 83,365 2011 Group 000 367,338 93,413 460,751 2011 Company 000 93,413 93,413

Medium term notes are issued under the Groups Euro Medium Term Note programme. The notes are issued at a floating rate of interest and had a residual maturity of less than 1 month as at 31 March 2012 (2011: between 6 months and 1 year 1 month). Certificates of deposit issued by the Company had residual maturity dates of less than 1 month as at 31 March 2012 (2011: 1 year 1 month) and are issued at a fixed rate of interest.

Page 76 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

21. Other Liabilities


2012 Note Accounts payable Defined benefit pension liabilities Other liabilities 23 Group 000 12,926 98,585 27,599 139,110 2012 Company 000 12,869 97,341 1,800 112,010 2011 Group 000 54,503 50,841 23,664 129,008 2011 Company 000 54,446 49,588 5,777 109,811

22. Deferred Income Taxes


Deferred taxes are calculated on all temporary differences under the liability method using an effective tax rate of 24 per cent (2011: 26 per cent). The movement on the deferred tax account is as follows:

2012 Group 000 At 1 April Recognised in income Income statement (charge)/credit Recognised in other comprehensive income Defined benefit pension arrangements Available-for-sale securities Fair value measurement Cash flow hedges Fair value measurement Exchange differences Other At 31 March (508) (95) 7,143 98,214 151 12,359 (6,807) 85,971

2012 Company 000 72,625 (3,802) 12,450 17 (508) 7,358 88,140

2011 Group 000 111,773 (11,733) (10,241) (3,249) (658) 283 (204) 85,971

2011 Company 000 99,191 (12,407) (10,267) (3,234) (658) 72,625

Deferred tax assets are attributable to the following items:


2012 Group 000 Accelerated tax depreciation Deferred profit share arrangements Pension and other post-retirement benefits Available-for-sale securities Tax losses Other temporary differences 10,311 29,340 23,889 17,605 15,525 1,544 98,214 2012 Company 000 6,137 24,312 23,889 17,884 14,922 996 88,140 2011 Group 000 10,037 33,137 14,169 17,292 8,368 2,968 85,971 2011 Company 000 5,011 25,383 14,034 17,705 8,368 2,124 72,625

N M Rothschild & Sons Limited | Registered Number 925279 | Page 77

Notes to the Financial Statements


(forming part of the Financial Statements)

22. Deferred Income Taxes (continued)


The deferred tax (charge)/credit in the income statement comprises the following temporary differences:
2012 Group 000 Accelerated tax depreciation Deferred profit share arrangements Available-for-sale securities Pensions and other post-retirement benefits Tax losses Other temporary differences 274 (3,220) 162 (2,595) (804) (624) (6,807) 2012 Company 000 1,126 (1,071) 162 (2,595) (804) (620) (3,802) 2011 Group 000 (80) (12,421) 183 (1,911) 3,269 (773) (11,733) 2011 Company 000 316 (13,575) 183 (1,925) 3,289 (695) (12,407)

Deductible temporary differences relating to unutilised tax losses within the Group for which no deferred tax asset has been recognised are nil (2011: 465,000). Deferred tax liabilities have not been recognised for the withholding tax and other taxes that would be payable on the unremitted earnings of certain subsidiaries and other interests as it is anticipated that such profits would qualify for exemption from UK taxation. The amount of witholding taxes that would be payable should the retained earnings be remitted would be 411,000 (2011: 209,000).

23. Retirement Benefit Obligations


Defined benefit pension plans and other post-retirement benefits
The Company is a member of a group pension scheme, the NMR Pension Fund (the Fund), which is operated by the Company for the benefit of employees of certain Rothschild group companies in the United Kingdom. The Fund comprises a defined benefit section, which closed to new entrants in April 2003, and a defined contribution scheme established with effect from April 2003. The Company has unfunded obligations in respect of pensions and other post-retirement benefits. The Group and the Company have adopted the revisions to IAS 19 which were published in December 2004. Actuarial gains and losses are recognised in full in the period in which they occur, outside the income statement through the statement of comprehensive income. The latest formal actuarial valuation of the Fund was carried out as at 31 March 2010 and has been updated for IAS 19 purposes to 31 March 2012 by qualified independent actuaries. As required by IAS 19, the value of the defined benefit obligation and current service cost have been measured using the projected unit credit method. In July 2010, the UK Government announced its intention that future statutory minimum pension indexation would be measured by the Consumer Prices Index. Deferred pensions will therefore also be indexed up to retirement in line with the Consumer Prices Index in future. This has been reflected in the Companys assumptions and a gain of 14 million was recognised in the year to 31 March 2011as a result, included in Actuarial (gains)/losses in the figures below. The Company had previously augmented certain early retirement benefits but this has ceased following recent changes to pensions tax relief in the UK. The effect of this change was included as a 2.5 million credit to the income statement in the year to 31 March 2011 as a past service cost.

Page 78 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

23. Retirement Benefit Obligations (continued)


The principal actuarial assumptions used as at the balance sheet date were as follows:
Group and Company Discount rate Retail price inflation Consumer price inflation Expected rate of salary increases Expected rate of increase in pensions in payment Capped at 5.0% per annum Capped at 2.5% per annum Life expectancy of a pensioner aged 60 Male Female Life expectancy of a future pensioner aged 60 in 20 years time Male Female 29.4 29.3 29.3 29.2 29.4 30.4 27.8 28.5 27.8 28.4 27.3 29.1 3.20% 2.20% 3.40% 2.30% 3.60% 2.40% 2012 4.80% 3.30% 2.30% 4.30% 2011 5.50% 3.50% 2.80% 4.50% 2010 5.60% 3.70% n/a 4.70%

Movement in defined benefit obligation:


2012 Group 000 At 1 April Current service cost (net of contributions paid by other plan participants) Current service cost relating to other plan participants Interest cost Actuarial losses/(gains) Benefits paid Past service costs Exchange differences At 31 March 507,149 3,020 1,652 27,384 55,824 (19,751) 195 41 575,514 2012 Company 000 505,896 2,871 1,652 27,384 55,823 (19,551) 195 574,270 2011 Group 000 511,578 4,043 930 28,288 (19,331) (15,632) (2,513) (214) 507,149 2011 Company 000 509,876 3,952 930 28,228 (19,422) (15,155) (2,513) 505,896

Movement in plan assets:


2012 Group 000 At 1 April Expected return on plan assets Actual less expected return on assets Contributions by the Group Contributions by other plan participants Benefits paid At 31 March 456,308 27,963 (6,399) 17,156 1,652 (19,751) 476,929 2012 Company 000 456,308 27,963 (6,399) 16,956 1,652 (19,551) 476,929 2011 Group 000 422,803 27,137 8,373 12,220 930 (15,155) 456,308 2011 Company 000 422,803 27,137 8,373 12,220 930 (15,155) 456,308

N M Rothschild & Sons Limited | Registered Number 925279 | Page 79

Notes to the Financial Statements


(forming part of the Financial Statements)

23. Retirement Benefit Obligations (continued)


At 31 March, the fair value of plan assets comprised:
Group and Company Equities Bonds Gilts and cash Property Hedge funds PFI, private equity and infrastructure 2012 000 162,086 70,515 111,289 1,989 45,965 85,085 476,929 2011 000 184,145 72,844 96,838 1,961 36,089 64,431 456,308

The expected return on assets for the financial year ended 31 March 2012 was 6.4 per cent p.a. (2011: 6.8 per cent). The rate of return is derived from the weighted average of the long term expected rates of return on the asset classes in the Trustees intended long term investment strategy. A deduction was then made from the expected return on assets for the expenses incurred in running the Fund. The actual return on plan assets in the year was 21.6 million (2011: 35.5 million). Amounts recognised in income statement:
2012 Group 000 3,020 27,384 (27,963) 195 9 2,636 2012 Company 000 2,871 27,384 (27,963) 195 2,487 2011 Group 000 4,043 28,288 (27,137) (2,513) 2,681 2011 Company 000 3,952 28,228 (27,137) (2,513) 2,530

Note Current service cost Interest cost Expected return on plan assets Past service costs Total (included in staff costs)

Amounts recognised in the balance sheet for current and previous four periods are as follows:
2012 000 Group Present value of fund obligations Fair value of plan assets Present value of unfunded obligations Balance sheet liability/(asset) Company Present value of fund obligations Fair value of plan assets Present value of unfunded obligations Balance sheet liability/(asset) 572,052 (476,929) 95,123 2,218 97,341 503,906 (456,308) 47,598 1,990 49,588 507,808 (422,803) 85,005 2,068 87,073 351,751 (328,807) 22,944 1,902 24,846 415,210 (422,764) (7,554) 2,214 (5,340) 572,052 (476,929) 95,123 3,462 98,585 503,906 (456,308) 47,598 3,243 50,841 507,808 (422,803) 85,005 3,770 88,775 351,751 (328,807) 22,944 3,986 26,930 415,210 (422,764) (7,554) 2,214 (5,340) 2011 000 2010 000 2009 000 2008 000

Page 80 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

23. Retirement Benefit Obligations (continued)


The experience adjustments arising on the plan assets and liabilities were as follows:
2012 000 Group Actual less expected return on assets Experience gains and losses arising on liabilities Company Actual less expected return on assets Experience gains and losses arising on liabilities (6,399) (7,537) 8,373 (6,034) 69,327 2,362 (113,472) 444 (33,138) (2,982) (6,399) (7,537) 8,373 (6,034) 69,327 2,362 (113,472) 444 (33,138) (2,982) 2011 000 2010 000 2009 000 2008 000

Amounts recognised in the statement of comprehensive income:


2012 Group 000 Actuarial (losses)/gains recognised in the year Cumulative actuarial losses recognised in the statement of comprehensive income (62,224) (162,965) 2012 Company 000 (62,222) (162,985) 2011 Group 000 27,704 (100,741) 2011 Company 000 27,795 (100,763)

It is estimated that total contributions of 15.7 million will be paid to the Fund in the year ending 31 March 2013, of which it is estimated that the Company will pay 14.2 million. The highest paid director was not a member of the defined benefit pension scheme.

Defined contribution schemes


Note Contributions paid 9 2012 Group 000 4,094 2012 Company 000 2,059 2011 Group 000 4,467 2011 Company 000 2,735

These amounts represent contributions to the defined contribution section of the Fund and other defined contribution pension arrangements.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 81

Notes to the Financial Statements


(forming part of the Financial Statements)

24. Contingent Liabilities and Commitments


2012 Group 000 Guarantees Guarantees and irrevocable letters of credit Commitments Undrawn formal standby facilities, credit lines and other commitments to lend 47,840 62,092 24,415 55,003 8,913 192,316 9,083 509,038 2012 Company 000 2011 Group 000 2011 Company 000

From time to time the Group is involved in judicial proceedings or receives claims arising from the conduct of its business. Based upon available information and, where appropriate, legal advice, the directors do not believe that there are any potential or actual proceedings or other claims which will have a material adverse impact on the Groups financial position.

Assets pledged:
Group and Company Investment securities 2012 000 32,311 2011 000 79,159

Assets are pledged as security over Euroclear overdraft facilities and as collateral to secure liabilities under sale and repurchase agreements and borrowing facilities. These transactions are conducted under terms that are usual and customary to standard lending and securities borrowing and lending activities.

25. Operating Lease Commitments


At 31 March 2012, the Group was obligated under a number of non-cancellable operating leases for premises used primarily for business purposes. The significant premises leases usually include renewal options and escalation clauses in line with general office rental market conditions. Minimum commitments for non-cancellable leases of premises and equipment are as follows:
Land and Buildings Group Up to 1 year Between 1 and 5 years More than 5 years Company Up to 1 year Between 1 and 5 years More than 5 years 10,187 40,585 197,398 248,170 10,996 38,314 199,815 249,125 2012 000 14,425 53,246 208,601 276,272 2011 000 15,831 52,271 213,616 281,718 Other 2012 000 234 303 28 565 2011 000 353 208 561

Operating expenses include operating lease rentals of 16,798,000 (2011: 13,781,000).

Page 82 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

26. Distributions
2012 000 Other Equity Interests Perpetual floating rate subordinated loan (US$100 million) Perpetual fixed rate subordinated loan (75 million) Perpetual floating rate subordinated notes (150 million) Tax credit thereon Ordinary Shares Dividends paid 18,000 27,007 25,000 33,514 575 6,780 4,817 12,172 (3,165) 9,007 570 6,762 4,493 11,825 (3,311) 8,514 2011 000

The dividends per ordinary share were 31p (2011: 43p).

27 Cash and Cash Equivalents


For the purposes of the cash flow statement, cash and cash equivalents comprise the following balances with an original maturity of less than three months.
2012 Group 000 Cash and balances at central banks Loans and advances to banks 543,038 151,730 694,768 2012 Company 000 543,025 91,834 634,859 2011 Group 000 646,535 370,397 1,016,932 2011 Company 000 646,523 292,357 938,880

28. Transactions with Related Parties


Group
Transactions with key management personnel (and their connected persons) of the Group are as follows:
At 31 March Loans Deposits 2012 000 3 1,404 2011 000 2 908

Key management personnel are the directors of the Company and of parent companies. Loans are made to directors for the purchase of travel season tickets and are provided on an interest-free basis. Deposits are taken on normal commercial terms.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 83

Notes to the Financial Statements


(forming part of the Financial Statements)

28. Transactions with Related Parties (continued)


2012 000 Key management personnel compensation Short term employee benefits Post-retirement benefits Other long term employee benefits 5,739 1 2,567 8,224 20 3,005 2011 000

Amounts receivable from related parties of the Group are as follows:


2012 At 31 March Amounts due from parent companies Amounts due from joint ventures Amounts due from associated undertakings Amounts due from other related parties Loans and advances 000 37,650 21 5,956 Other assets 000 290 204 6,976 26,908 Loans and advances 000 34,318 6,766 2011 Other assets 000 605 9,566 22,949

Other related parties are fellow subsidiaries of Rothschild Concordia SAS. Amounts receivable include loans to related parties and amounts recoverable from related parties in respect of expenses incurred on their behalf and services provided. Loans are made in the ordinary course of business and on substantially the same terms as comparable transactions with third parties. Amounts payable to related parties of the Group are as follows:
2012 Perpetual Deposits instruments 000 000 100 5,087 1,551 218,924 72,610 Other liabilities 000 130 5,464 1 5,002 2011 Perpetual Deposits instruments 000 000 12,907 7,543 1,343 194,127 72,610 Other liabilities 000 129 9,712 1 2,672

At 31 March Amounts due to parent companies Amounts due to joint ventures Amounts due to associated undertakings Amounts due to pension funds Amounts due to other related parties subordinated other

Amounts payable consist of deposits taken and bank account balances held in the ordinary course of business and on substantially the same terms as comparable transactions with third parties. Guarantees from related parties of the Group are as follows:
At 31 March Guarantees received from other related parties 2012 000 54,672 2011 000 54,033

The Group has received guarantees from a fellow subsidiary of Rothschild Concordia SAS in respect of certain customer loans and available-for-sale securities.

Page 84 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

28. Transactions with Related Parties (continued)


Amounts recognised in the income statement of the Group in respect of related party transactions are as follows:
Parent companies 000 2012 Interest receivable Interest payable Fees and commissions receivable Fees and commissions payable Dividend income Rent payable Recoverable expenses 2011 Interest receivable Interest payable Fees and commissions receivable Fees and commissions payable Dividend income Rent payable Recoverable expenses 938 (33) 525 (28) (4,600) 151 14,524 (6,937) 1,496 (1,547) (25) 39 (1,059) 3,515 (9,805) 1,187 (7,167) 3,528 977 (1,145) 18,039 (21,342) 3,359 (7,167) 1,981 1,073 (39) 5,000 706 (28) (3,551) 82 (35) 7,800 (5,700) 2,509 (217) (11) 27 (1,261) 3,062 (9,674) 1,058 (8,984) 5,532 1,100 (1,374) 15,862 (18,925) 4,273 (8,984) 5,397 Joint ventures 000 Associated undertakings 000 Pension funds 000 Other related parties 000 Total 000

Fees and commissions receivable/payable relate to transactions where the Group has worked in collaboration with related parties.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 85

Notes to the Financial Statements


(forming part of the Financial Statements)

28. Transactions with Related Parties (continued)


Company
Amounts receivable from related parties of the Company are as follows:
2012 At 31 March Amounts due from parent companies Amounts due from subsidiary undertakings Amounts due from joint ventures Amounts due from associated undertakings Amounts due from other related parties Loans and advances 000 37,650 97,960 5,956 Other assets 000 290 10,489 407 3,075 26,817 Loans and advances 000 34,318 79,975 6,751 2011 Other assets 000 605 13,456 4,130 22,946

Amounts receivable include loans to related parties and amounts recoverable from related parties in respect of expenses incurred on their behalf and services provided. Loans are made in the ordinary course of business and on substantially the same terms as comparable transactions with third parties. Amounts payable to related parties of the Company are as follows:
2012 Perpetual Deposits instruments 000 000 100 69,425 10,174 1,551 218,924 51,725 72,610 Other liabilities 000 130 6,893 1,609 1 3,770 2011 Perpetual Deposits instruments 000 000 12,907 373,714 15,086 1,343 194,127 51,725 72,610 Other liabilities 000 129 7,460 3,506 1 2,672

At 31 March Amounts due to parent companies Amounts due to subsidiary undertakings subordinated other Amounts due to joint ventures Amounts due to associated undertakings Amounts due to pension funds Amounts due to other related parties subordinated other

Amounts payable consist of deposits taken and bank account balances held in the ordinary course of business and on substantially the same terms as comparable transactions with third parties. Guarantees made on behalf of and received from related parties of the Company are as follows:
At 31 March Guarantees made on behalf of subsidiary undertakings Guarantees received from other related parties 2012 000 183,404 54,672 2011 000 499,958 54,033

Page 86 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

28. Transactions with Related Parties (continued)


Company (continued)
The Company has guaranteed 125,048,000 (2011: 132,620,000) of perpetual floating rate subordinated notes and 58,355,000 (2011: 367,338,000) of medium term notes issued by Rothschilds Continuation Finance PLC. The issue proceeds have been placed on deposit with the Company on terms similar to those of the notes issued. The Company has received guarantees from a fellow subsidiary of Rothschild Concordia SAS in respect of certain customer loans and available-for-sale securities.
At 31 March Undrawn credit commitments 2012 000 14,252 2011 000 30,588

Commitments provided to related parties of the Company are as follows: The Company has entered into a lease agreement with a fellow subsidiary of Rothschild Concordia SAS for the rental of office space. The lease agreement expires in 2035 and is on normal commercial terms. Amounts recognised in the income statement of the Company in respect of related party transactions are as follows:
Parent Subsidiary companies undertakings 000 000 2012 Interest receivable Interest payable Fees and commissions receivable Fees and commissions payable Dividend income Rent payable Recoverable expenses 2011 Interest receivable Interest payable Fees and commissions receivable Fees and commissions payable Dividend income Rent payable Recoverable expenses 938 (33) 525 3,131 (3,926) 4,186 (10,284) 22,153 (7,623) (55) (9,200) 4,371 (4,092) 1,497 (25) 39 (1,059) 3,515 (9,805) 1,187 (7,167) 3,528 4,108 (5,098) 12,072 (33,381) 25,362 (7,167) (4,095) 1,073 (39) 5,000 706 3,224 (3,392) 736 (6,527) 18,300 (3,451) (55) (7,102) 1,021 (5,081) 2,509 744 (11) 27 (1,261) 3,062 (9,674) 1,058 (8,984) 6,072 4,324 (4,758) 9,819 (28,384) 22,573 (8,984) 3,365 Joint ventures 000 Associated undertakings 000 Pension funds 000 Other related parties 000

Total 000

Fees and commissions receivable/payable relate to transactions where the Company has worked in collaboration with other group companies.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 87

Notes to the Financial Statements


(forming part of the Financial Statements)

29. Non-controlling Interests


2012 000 At 1 April Profit attributable to non-controlling interests Actuarial losses Dividends Exchange At 31 March 18,138 6,892 (50) (5,269) (1,118) 18,593 2011 000 28,354 4,592 (15) (13,810) (983) 18,138

30. Share Capital


2012 Authorised Allotted, called up and fully paid ordinary shares of 1 each 199,900,000 57,654,551 2011 199,900,000 57,654,551

31. Perpetual Instruments


2012 Group 000 Perpetual Fixed Rate Subordinated Notes 9% (75 million) Perpetual Floating Rate Subordinated Notes (150 million) Perpetual Floating Rate Subordinated Notes (US$100 million) At 31 March 48,750 51,725 23,860 124,335 2012 Company 000 48,750 51,725 23,860 124,335 2011 Group 000 48,750 51,725 23,860 124,335 2011 Group 000 48,750 51,725 23,860 124,335

Page 88 | N M Rothschild & Sons Limited | Registered Number 925279

Notes to the Financial Statements


(forming part of the Financial Statements)

32. Principal Subsidiary Undertakings


The principal subsidiary undertakings of the Company are detailed below. All the principal subsidiary undertakings are registered in England and Wales except where otherwise indicated. The Companys remaining subsidiary undertakings are not material and accordingly no disclosure has been made in respect of these entities.
Percentage held Five Arrows Leasing Group Limited (Lease portfolio management) Five Arrows Leasing Limited (Asset finance) State Securities Plc (Asset finance) Specialist Fleet Services Finance Limited (Contract hire and maintenance) Rothschilds Continuation Finance PLC (Finance company) Lanebridge Investment Management Limited (Property investment management) Elgin Capital LLP (Investment fund management services) Rothschild Europe BV (Financial advisory company incorporated in the Netherlands), which owns the following subsidiaries: Rothschild GmbH (Financial advisory company incorporated in Germany) Rothschild SpA (Financial advisory company incorporated in Italy) RCF Polska sp. z.o.o. (Financial advisory company incorporated in Poland) Rothschild Portugal Limitada (Financial advisory company incorporated in Portugal) RCF (Russia) BV (Financial advisory company incorporated in Russia) Rothschild SA (Financial advisory company incorporated in Spain) Rothschild (Middle East) Limited (Financial advisory company incorporated in Dubai) Rothschild Australia Limited (Financial advisory company incorporated in Australia) Arrow Capital Limited (Investment holding company incorporated in Australia) 100 90 100 100 100 98 100 100 100 100 100 100 100 100 100 100 50

The historical cost of the investments in subsidiary undertakings was 43,547,000 (2011: 43,547,000). On 17 August 2011, the Group acquired Rothschild Credit Management Limited, Elgin Capital LLP and Elgin Capital Services Limited. The acquisition was financed in part by cash consideration and in part by deferred and contingent consideration. 1.65m of the consideration is deferred, payable in 4 instalments over a period of 20 months. A maximum of 6.6m will be paid, being 50% of net subordinated fees earned post acquisition. The total deferred and contingent consideration is discounted at the rate of 12%. The acquisition had the following effect on the Groups assets and liabilities:
000 Loans and advances to banks Available-for-sale financial assets Debtors Creditors Intangible assets Net assets acquired Less: Contingent/deferred consideration Cash outflow on acquisition 695 132 98 (298) 8,154 8,781 (6,433) 2,348

From the date of acquisition to 31 March 2012, the acquisition contributed 1,358,000 to operating income and 76,000 to profit before tax. If the acquisition had been made at the beginning of the financial year, 2,345,000 would have been contributed to operating income and 427,000 to profit before tax.

N M Rothschild & Sons Limited | Registered Number 925279 | Page 89

Notes to the Financial Statements


(forming part of the Financial Statements)

33. Parent Undertaking and Ultimate Holding Company


The largest group in which the results of the Company are consolidated is that headed by Rothschild Concordia SAS, incorporated in France. The smallest group in which they are consolidated is that headed by Paris Orlans SA, registered in France. The accounts are available on Paris Orlans web-site at www.paris-orleans.com. On 8 June 2012, Paris Orlans SA, a French public limited liability corporation, converted to Paris Orlans SCA, a French public limited partnership. At the same time, Rothschild Concordia SAS ceased to control Paris Orlans. From this date, both the largest and the smallest group in which the results of the Company are consolidated will be Paris Orlans SCA.

34. Remuneration of Directors


2012 000 Directors emoluments Amounts receivable under long term profit share schemes Pension contributions to money purchase schemes 1,799 422 2,221 2,221 2011 000 3,326 642 3,968 18 3,986

The emoluments of the highest paid director were 1,085,000 (2011: 1,537,000).
2012 Retirement benefits are accruing to the following number of directors under Money purchase schemes Defined benefit schemes 1 2011

Page 90 | N M Rothschild & Sons Limited | Registered Number 925279

Group directory

Group directory
Australia
Rothschild Australia Limited
Level 41, 50 Bridge Street Sydney, NSW 2000, Australia Telephone +61 (0)2 9323 2000 Facsimile +61 (0)2 9323 2040 Level 21, 120 Collins Street Melbourne, Victoria 3000, Australia Telephone +61 (0)3 9656 4600 Facsimile +61 (0)3 9656 4950

Canada
Rothschild (Canada) Limited
1002, rue Sherbrooke Ouest Bureau 2300, Montral, Qubec Canada H3A 3L6 Telephone +1 514 840 1016 Facsimile +1 514 840 1015 Brookfield Place TD Canada Trust Tower 161 Bay Street, Suite 3150 PO Box 206, Toronto Ontario, Canada M5J 2S1 Telephone +1 416 369 9600 Facsimile +1 416 864 1261

Belgium
Rothschild Belgique
Succursale de Rothschild & Cie Banque Avenue Louise, 166 1050 Bruxelles Telephone +32 (0)2 627 77 30 Facsimile +32 (0)2 627 77 59

Rothschild Canada Inc


Eigth Avenue Place 1910, 525 8th Avenue SW Calgary, Alberta Canada T2P 1G1 Telephone +1 403 537 6300 Facsimile +1 403 537 6389

Brazil
Rothschild (Brasil) Ltda
Av. Brigadeiro Faria Lima 2055 18th Floor, Jardim Paulistano 01451-000 So Paulo, Brazil Telephone +55 (0)11 3039 5828 Facsimile +55 (0)11 3039 5826

Channel Islands
Rothschild Bank International Limited
St. Julians Court, St. Julians Avenue St. Peter Port, Guernsey Channel Islands GY1 3BP Telephone +44 (0)1481 713713 Facsimile +44 (0)1481 727705

Rothschild Bank (CI) Limited


St. Julians Court, St. Julians Avenue St. Peter Port, Guernsey Channel Islands GY1 3BP Telephone +44 (0)1481 713713 Facsimile +44 (0)1481 711272

Rothschild Trust Guernsey Limited


St. Peters House, Le Bordage St. Peter Port, Guernsey Channel Islands GY1 6AX Telephone +44 (0)1481 707800 Facsimile +44 (0)1481 712686

Page 92 | N M Rothschild & Sons Limited | Registered Number 925279

Group directory
China
Rothschild China Holding AG
Beijing Representative Office Room 912A, Winland International Finance Center, No. 7 Finance Street Xicheng District, Beijing 100033 Peoples Republic of China Telephone +86 10 6321 2900 Facsimile +86 10 6655 5880 Shanghai Representative Office Suite 3207, Tower 2, Plaza 66 1266 Nan Jing Xi Lu Road Shanghai 200040 Peoples Republic of China Telephone +86 21 6288 1528 Facsimile +86 21 6288 1517

France
Rothschild Concordia SAS Paris Orlans SCA
23 bis avenue de Messine 75008 Paris, France Telephone +33 (0)1 5377 6510 Facsimile +33 (0)1 4563 8528

Rothschild & Cie Banque


29 avenue de Messine 75008 Paris, France Telephone +33 (0)1 4074 4074 Facsimile +33 (0)1 4074 9847

Rothschild & Cie


23 bis avenue de Messine 75008 Paris, France Telephone +33 (0)1 4074 4074 Facsimile +33 (0)1 4074 9847

Rothschild (Hong Kong) Limited Rothschild Wealth Management (Hong Kong) Limited
16/F Alexandra House 18 Chater Road Central, Hong Kong Peoples Republic of China Telephone +852 2525 5333 Facsimile +852 2868 1728

Rothschild & Cie Gestion


29 avenue de Messine 75008 Paris, France Telephone +33 (0)1 4074 4074 Facsimile +33 (0)1 4074 4969

Rothschild & Sons Financial Advisory Services (Beijing) Co Ltd


F910 Winland International Finance Center, No. 7 Finance Street Xicheng District, Beijing 100033 Peoples Republic of China Telephone +8610 6321 2900 Facsimile +8610 6655 5880

Germany
Rothschild GmbH Rothschild Vermgensverwaltungs-GmbH
Borsenstrae 2-4 60313 Frankfurt am Main, Germany Telephone +49 (0)69 4080 2600 Facsimile +49 (0)69 4080 2655

N M Rothschild & Sons Limited | Registered Number 925279 | Page 93

Group directory
India
Rothschild (India) Private Limited
103, 1st Floor, Piramal Tower Penninsula Corporate Park Ganpatrao Kadam Marg, Lower Parel Mumbai 400 013, India Telephone +91 (0)22 4081 7000 Facsimile +91 (0)22 4081 7001 Unit No. F1+F2, 1st Floor, Plot No. 2 The Grand Hotel, Nelson Mandela Road Vasant Kunj, New Delhi 110 070, India Telephone +91 (0)11 4922 3009 Facsimile +91 (0)11 4922 3001

Japan
Rothschild Bank AG
Tokyo Representative Office 20F Kamiyacho MT Building 4-3-20 Toranomon Minato-ku, Tokyo 105-001, Japan Telephone +81 (0)3 5408 8045 Facsimile +81 (0)3 5408 8048

Malaysia
Rothschild Malaysia Sdn Bhd
Letter Box No. 42, 29th Floor UBN Tower, 10, Jalan P. Ramlee 50250 Kuala Lumpur, Malaysia Telephone +603 2687 0966 Facsimile +603 2070 1001

Indonesia
PT Rothschild Indonesia
Indonesia Stock Exchange Building Tower 1, 15th Floor Jln. Jend. Sudirman Kav. 52-53 Jakarta 12190, Indonesia Telephone +62 (0)21 515 3588 Facsimile +62 (0)21 515 3589

Mxico
Rothschild (Mxico) SA de CV
Campos Eliseos 345-8 piso, Polanco CP 11550 Mxico D.F. Mxico Telephone +52 55 5327 1450 Facsimile +52 55 5327 1485

Israel
Rothschild Israel
Rothschild Blvd .32 Tel Aviv 6688210, Israel Telephone +972 72 220 4100 Facsimile +972 72 220 4106

Netherlands
Rothschild Europe BV
Appollolaan 133-135 1077 AR Amsterdam, The Netherlands Telephone +31 (0)20 570 2916 Facsimile +31 (0)20 570 2901

Italy
Rothschild SpA
Via Santa Radegonda 8 20121 Milan, Italy Telephone +39 02 7244 31 Facsimile +39 02 7244 3310 Via S. Nicola da Tolentino 1/5 00187 Rome, Italy Telephone +39 06 4217 01 Facsimile +39 06 4217 0252

Page 94 | N M Rothschild & Sons Limited | Registered Number 925279

Group directory
Poland
RCF Polska sp. z o.o.
Warsaw Financial Centre Emilii Plater 53 00-113 Warsaw, Poland Telephone +48 22 540 6400 Facsimile +48 22 540 6402

Singapore (continued)
Rothschild Trust (Singapore) PTE Limited Rothschild Wealth Management (Singapore) Limited Rothschild Bank AG
One Raffles Quay, North Tower 1 Raffles Quay, #10-02 Singapore 048583 Telephone +65 6532 0866 Facsimile +65 6532 4166

Portugal
Rothschild Portugal, Limitada
Calada do Marqus de Abrantes 40-1 Esq., 1200-719 Lisbon, Portugal Telephone +351 (0)21 397 5378 Facsimile +351 (0)21 397 5476

South Africa
Rothschild (South Africa) (Proprietary) Limited
3rd Floor Oxford Corner, 32a Jellicoe Avenue Rosebank 2196, South Africa Telephone +27 (0)11 428 3700 Facsimile +27 (0)11 447 0967

Russia
RCF (Russia) BV (Representative Office)
Novinsky Passazh (8th Floor) 31 Novinsky Boulevard 123242, Moscow, Russia Telephone +7 495 775 8221 Facsimile +7 495 775 8222

Spain
Rothschild SA
Paseo de la Castellana, 35-3 28046 Madrid, Spain Telephone +34 91 702 2600 Facsimile +34 91 702 2531 Avigunda Diagonal, 442-31 08037 Barcelona, Spain Telephone +34 93 254 7503 Facsimile +34 93 254 7504

Singapore
Rothschild (Singapore) Limited
One Raffles Quay, North Tower 1 Raffles Quay, #10-02 Singapore 048583 Telephone +65 6535 8311 Facsimile +65 6535 8326

Sweden
Rothschild Nordic AB
Strandvgen 7A, 114 56 Stockholm Sweden Telephone +46 (0)8 586 33590 Facsimile +46 (0)8 660 9791

N M Rothschild & Sons Limited | Registered Number 925279 | Page 95

Group directory
Switzerland
Rothschild Holding AG Rothschild Bank AG
Zollikerstrasse 181 8034 Zurich, Switzerland Telephone +41 (0)44 384 7111 Facsimile +41 (0)44 384 7222

United Arab Emirates


Rothschild Middle East Limited
PO Box 506570 Dubai International Financial Centre Gate Precinct Building 6, Level 7 Dubai, United Arab Emirates Telephone +971 4 428 4300 Facsimile +971 4 365 3183

Rothschild Trust (Switzerland) AG


Zollikerstrasse 181 8034 Zurich, Switzerland Telephone +41 (0)44 384 7111 Facsimile +41 (0)44 384 7201

Rothschild Europe BV (Representative Office)


Office 114, Bainunah Street 34 Al Bateen, PO Box 113100 Abu Dhabi, United Arab Emirates Telephone +971 2 406 9866 Facsimile +971 2 406 9810

Equitas SA
3, rue du Commerce 1204 Geneva, Switzerland Telephone +41 (0)22 818 5900 Facsimile +41 (0)22 818 5901

Rothschild (Qatar) LLC


POBox 31316, Al Fardan Office Tower Office 924, 8-9th Floor, West Bay Doha, Qatar, United Arab Emirates Telephone +974 410 1680 Facsimile +974 410 1500

Rothschilds Continuation Holdings AG Rothschild Concordia AG Five Arrows Capital AG


Baarerstrasse 95, Postfach 735 6301 Zug, Switzerland Telephone +41 (0)41 720 0680 Facsimile +41 (0)41 720 0683

United Kingdom
N M Rothschild & Sons Limited
New Court, St. Swithins Lane London EC4N 8AL, UK Telephone +44 (0)20 7280 5000 Facsimile +44 (0)20 7929 1643 82 King Street Manchester M2 4WQ, UK Telephone +44 (0)161 827 3800 Facsimile +44 (0)161 835 3789 67 Temple Row Birmingham B2 5LS, UK Telephone +44 (0)121 600 5252 Facsimile +44 (0)121 643 7207 1 Park Row Leeds LS1 5NR, UK Telephone +44 (0)113 200 1900 Facsimile +44 (0)113 243 4507

RTS Geneva SA
3, rue du Commerce 1204 Geneva, Switzerland Telephone +41 (0)22 818 5995 Facsimile +41 (0)22 818 5902

Turkey
Rothschild Kurumsal Finansman Hizmetleri Limited S irketi
Akmerkez Rezidans No. 14 D 2 Akmerkez Is Merkezi Yan Nispetiye Caddesi, 34340 Etiler Istanbul, Turkey Telephone +90 212 371 0800 Facsimile +90 212 371 0809

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Group directory
United Kingdom (continued)
Rothschild Trust Corporation Limited
New Court, St. Swithins Lane London EC4N 8AL, UK Telephone +44 (0)20 7280 5000 Facsimile +44 (0)20 7929 5239

Rothschild Wealth Management (UK) Limited


New Court, St. Swithins Lane London EC4N 8AL, UK Telephone +44 (0)20 7280 5000 Facsimile +44 (0)20 7280 1567

Five Arrows Leasing Group Limited


Heron House, 5 Heron Square Richmond-upon-Thames Surrey TW9 1EL, UK Telephone +44 (0)20 8334 3900 Facsimile +44 (0)20 8332 1636

United States
Rothschild North America Inc Rothschild Inc Rothschild Asset Management Inc
1251 Avenue of the Americas 51st Floor, New York, NY 10020, USA Telephone +1 (0)212 403 3500 Facsimile +1 (0)212 403 3501

Rothschild Inc.
1101 Connecticut Avenue NW Suite 700, Washington DC 20036, USA Telephone +1 (0)202 862 1660 Facsimile +1 (0)202 862 1699

Zimbabwe
MBCA Bank Limited
14th Floor, Old Mutual Centre Third Street, Harare, Zimbabwe Telephone +263 (0)4 701636 Facsimile +263 (0)4 708005

N M Rothschild & Sons Limited | Registered Number 925279 | Page 97

Page 98 | N M Rothschild & Sons Limited | Registered Number 925279

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