TIDM85MJ
RNS Number : 4664X
Network Rail Infrastructure Finance
24 November 2017
24 November 2017
NETWORK RAIL INFRASTRUCTURE FINANCE PLC
HALF-YEAR RESULTS 2017/18
Commentary
Network Rail Infrastructure Finance PLC ("NRIF", "the company")
was incorporated on 31 March 2004 and entered into documentation to
facilitate debt issuance on 29 October 2004.
As of 4 July 2014 Network Rail's funding requirement is met by
the Department for Transport ("DfT") via a loan facility to Network
Rail Infrastructure Limited ("NRIL") the owner and operator of the
national rail network of Great Britain. As a result, NRIF continues
to operate as the administrator of existing debt issues and
derivatives under the Debt Issuance Programme ("DIP"), but will not
be issuing new debt for the foreseeable future. Existing debt,
derivatives and related interest payments within NRIF are passed
onto NRIL in the form of an intercompany loan and embedded
derivative.
The company was incorporated for the sole purpose of acting as
the issuer under Network Rail's DIP and legally is not a member of
the Network Rail group or related to or controlled by the Secretary
of State for Transport. However, for accounting purposes the
company is treated as a subsidiary in the consolidated accounts of
Network Rail Limited ("NRL"). The DIP is guaranteed by a financial
indemnity from the Secretary of State for Transport and as a result
the financial indemnity is a direct sovereign obligation of the
Crown and Network Rail's debt is zero per cent risk weighted.
The financial indemnity is an unconditional and irrevocable
obligation of the UK Government to make payments directly to a
security trustee to cover all debt service shortfalls, whatever the
cause. The financial indemnity is also designed to ensure timely
payment as well as ultimate recourse to the UK Government.
Within the DIP, which is administered by NRIL, is a
multi-currency note programme with a maximum limit of GBP40bn,
which has been assigned the following credit ratings: AA by
Standard and Poor's, Aa2 (stable outlook) by Moody's and AA
(negative outlook) by Fitch.
NRIF made a profit before tax of GBP55,000 in the six months to
30 September 2017, being the excess of the fee charged to NRIL for
the provision of the facility over the fee charged by NRIL for the
administration of the facility.
Reclassification of Network Rail
In December 2013, the Office for National Statistics announced
the reclassification of Network Rail as a Central Government Body
in the UK National Accounts and Public Sector Finances with effect
from 1 September 2014. This is a statistical change driven by new
guidance in the European System of National Accounts 2010
(ESA10).
As part of Network Rail's formal reclassification to the public
sector, an arrangement was agreed whereby funding would be provided
by the DfT in the form of a loan made directly to NRIL. As a
result, from 4 July 2014, Network Rail borrows directly from the UK
Government and currently has no plans to issue debt in its own name
through NRIF.
In the unlikely event that the DfT withdraws or breaches its
obligations on the loan facility to NRIL, NRIF may issue further
bonds or commercial paper. NRIF's future debt service obligations
will be met through repayments of the intercompany loan by
NRIL.
Financial commentary
All of the outstanding bonds under the DIP, including nominal
and index-linked benchmarks and private placements in all
currencies, will continue to benefit from a direct and explicit
guarantee from the UK Government under the financial indemnity.
At 30 September 2017 there was GBP27,702m of bonds outstanding
issued under the DIP. No bonds matured in the period. UK RPI
index-linked debt was 69 per cent of gross debt at 30 September
2017. There was no issued commercial paper outstanding as at 30
September 2017 (30 March 2017: GBPnil).
Cash balances are required for settlement of maturing bonds and
for the purposes of managing collateral posted by financial
derivative counterparties. This is funded by NRIL through the
intercompany borrowing. The cash and cash equivalents balance as at
30 September 2017 totalled GBP946m, having increased by GBP942m
compared to year end 2017 due to prefunding for a USD nominal bond
settlement due on 3 October 2017.
The external derivative value decreased by GBP235m to negative
GBP661m at 30 September 2017 (31 March 2017: negative GBP426m).
This movement relates to the decrease in valuation of cross
currency swaps (GBP388m), offset by an increase in the valuation of
interest rate swaps of GBP153m.
Treasury operations
The treasury operations of NRIL, who administers the programme
on behalf of NRIF, are co-ordinated and managed in accordance with
policies and procedures approved by the Treasury Committee, being a
full sub-committee of the Network Rail board. Treasury operations
are subject to internal audits and the company does not engage in
trades of a speculative nature.
Liquidity is provided by monitoring that NRIL has sufficient
funds to meet its obligations to NRIF. NRIL are able to vary
drawdowns under the DfT loan agreement in order to maintain
liquidity. In addition a GBP4bn commercial paper programme is
available to provide liquidity in the event of the withdrawal of,
or default by, DfT under the DfT Loan Facility.
NRIF is also affected by future cash flow risks arising from
changes in interest rate, inflation rate and foreign currency
movements. The company enters into derivative financial instruments
to partially mitigate these risks. Further detail is available in
the Network Rail Limited annual report and accounts 2017.
Counterparty limits are set with reference to published credit
ratings. These limits dictate how much and for how long management
deals with each counterparty, and are monitored on a regular
basis.
Outlook
The principal risks managed by Network Rail are unchanged from
those set out in the directors' report on pages 39-44 of the
Network Rail Limited annual report and accounts 2017. There are
also further details on funding and financial risk management in
note 24 on pages 125-133 of these accounts.
The major risks that the company faces are financing risks
including, interest rate risk, foreign currency fluctuation risk,
and liquidity risk. The treasury operation of NRIL, which
administers the programme on behalf of NRIF, seeks to provide
sufficient liquidity to meet the company's needs, while reducing
financial risks and prudently maximising interest receivable on
surplus cash.
Liquidity risk is managed by maintaining adequate cash balances
and continuous monitoring of forecast and actual cash flows.
The company has certain debt issuances which are index-linked
and thus exposed to movements in inflation rates. The company does
not enter into any derivative arrangements to hedge these.
The credit risk with regard to all classes of derivative
financial instruments entered into before 1 January 2013 is limited
because Network Rail has arrangements in place which limits each
counterparty to a threshold (based on credit ratings) which if
exceeded requires the counterparty to post cash collateral. Trades
entered into after 1 January 2013 are governed by new agreements
where both Network Rail and its counterparties post collateral on
their full adverse net derivative positions. The new agreements do
not contain threshold provisions.
Treasury operations are co-ordinated and managed in accordance
with policies and procedures approved by NRIL's board. Treasury
operations are subject to regular internal audits and treasury does
not engage in trades of a speculative nature.
Statement of directors' responsibilities
The directors confirm that this interim financial information
has been prepared in accordance with International Accounting
Standard ("IAS") 34 as adopted by the European Union and that the
interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the first six months and their impact on the condensed set of
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions in the first six months
and any material changes in the related-party transactions
described in the last annual report.
The directors of NRIF are listed in the NRIF annual accounts for
the year ended 31 March 2017.
Approved by the board of directors and signed by order of the
board.
Samantha Pitt (director)
22 November 2017
Independent review report
to Network Rail Infrastructure Finance PLC
I have been engaged by the company to review the condensed
interim financial statements of Network Rail Infrastructure Finance
Plc for the six months ended 30 September 2017 which comprise the
Statement of Comprehensive Income, the Balance Sheet, the Cash Flow
Statement, the Statement of Changes in Equity and related
explanatory notes.
I have read the other information contained in the interim
financial statements and considered whether it contains any
apparent misstatements or material inconsistences with the
information in the condensed interim financial statements.
Respective responsibilities of the directors and the auditor
The condensed interim financial statements are the
responsibility of, and have been approved by, the directors of
Network Rail Infrastructure Finance Plc. As explained more fully in
the Statement of Directors' Responsibilities, the directors are
responsible for preparing the condensed interim financial
statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the financial reporting framework that
has been applied in the preparation of the full annual financial
statements of the group is applicable law and International
Financial Reporting Standards (IFRS) as adopted by the European
Union. The condensed interim financial statements have been
prepared in accordance with International Accounting Standard 34,
'Interim Financial Reporting', as adopted by the European Union and
the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
My responsibility is to express to the company a conclusion on
the condensed interim financial statements.
Scope of Review
I conducted my review in accordance with International Standards
on Review Engagement (UK & Ireland) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity' issued by the Auditing Practices Board for use in the
United Kingdom.
A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK and Ireland) and consequently does not enable me to obtain
assurance that I would become aware of all significant matters that
might be identified in an audit. Accordingly, I do not express an
audit opinion.
Conclusion
Based on my review, nothing has come to my attention that causes
me to believe that the accompanying interim financial information
for the six months ended 30 September 2017, is not prepared in all
material respects, in accordance with International Accounting
Standard 34 as adopted by the European Union and the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Matthew Kay (Senior Statutory Auditor)
23 November 2017
For and on behalf of the
Comptroller and Auditor General (Statutory Auditor)
National Audit Office
157-197 Buckingham Palace Road
Victoria
LONDON SW1W 9SP
Statement of comprehensive income
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 September 30 September 31 March
2017 2016 2017
GBPm GBPm GBPm
Profit from operations - - -
Finance income 757 562 1017
Finance costs (757) (562) (1017)
Profit before taxation - - -
Tax - - -
Profit and total comprehensive income - - -
for the period
Statement of changes in equity
Share Retained
capital Earnings* Total
GBPm GBPm GBPm
-
---------------------- -------- ---------- -----
At 1 April 2016 - 1 1
Profit for the period - - -
-
---------------------- -------- ---------- -----
At 1 April 2017 - 1 1
Profit for the period - - -
At 30 September 2017 - 1 1
Balance sheet
Unaudited Unaudited Audited
30 September 30 September 31 March
2017 2016 2017
Notes GBPm GBPm GBPm
Non-current assets
Receivables: amounts falling
due after more than one year 2 22,775 26,093 24,730
Derivative financial instruments* 466 1,096 864
Total non-current assets 23,241 27,189 25,594
Current assets
Receivables: amounts falling
due within one year 2 3,694 2,738 2,333
Derivative financial instruments* 1,491 1,901 1,524
Cash and cash equivalents 3 946 12 4
Total current assets 6,131 4,651 3,861
Total assets 29,372 31,840 29,455
Current liabilities
Borrowings 3 (2,989) (2,144) (1,745)
Derivative financial instruments* (3) (4) -
Other payables 4 (349) (593) (444)
Total current liabilities (3,341) (2,741) (2,189)
Net current assets 2,790 1,910 1,672
Non-current liabilities
Borrowings 3 (24,713) (27,240) (25,738)
Derivative financial instruments* (1,317) (1,858) (1,527)
Total non-current liabilities (26,030) (29,098) (27,265)
Total liabilities (29,371) (31,839) (29,454)
Net assets 1 1 1
Equity
Share capital - - -
Retained earnings 1 1 1
Total equity 1 1 1
* An embedded derivative with a value of positive GBP1,298m
(September 2016: positive GBP1,504m, March 2017: positive
GBP1,250m) is within the derivative financial instruments
balance.
This interim report was approved by the board of directors on 22
November 2017.
It was signed on its behalf by:
Samantha Pitt (director) Helena Whitaker (director)
Cash flow statement
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 September 30 September 31 March
2017 2016 2017
Note GBPm GBPm GBPm
Cash flows from operating activities 6 1,113 418 2,167
Interest paid (272) (261) (593)
Net cash inflow from operating
activities 841 157 1,574
Investing activities
Interest received 271 263 601
Net cash flow from investing
activities 271 263 601
Financing activities
Repayment of borrowings - (606) (2,388)
(Increase)/Decrease in collateral
posted (193) 75 194
(Decrease)/Increase in collateral
held (136) 23 (71)
Cash flow on settlement of derivatives 159 - (6)
Net cash used in financing activities (170) (508) (2,271)
Net increase/ (decrease) in
cash and cash equivalents 942 (88) (96)
Cash and cash equivalents at
beginning of the period 4 100 100
Cash and cash equivalents at
end of the period 946 12 4
Notes to the interim financial statements
Six months ended 30 September 2017
1. General information
Network Rail Infrastructure Finance PLC is a company
incorporated in Great Britain and registered in England and Wales
under the Companies Act 2006.
The company's registration number is 5090412.
The company's registered office is situated at 1 Eversholt
Street, London, NW1 2DN, United Kingdom.
The company's principal activities, details of the company's
business activities and key events, and changes during the year are
contained within the commentary on pages 1 to 3.
This condensed interim financial information does not comprise
statutory accounts within the meaning of Section 434 of the
Companies Act 2006. Statutory accounts for the year ended 31 March
2017 were approved by the board of directors on 18 July 2017 and
delivered to the Registrar of Companies. The auditors' report on
these accounts was unqualified, did not contain an emphasis of
matter paragraph and did not contain a statement under Section 498
of the Companies Act 2006.
The condensed interim financial statements are prepared in
accordance with the Disclosure and Transparency Rules of the United
Kingdom's Financial Conduct Authority. The condensed interim
financial statements are prepared in accordance with IAS 34,
'Interim Financial Reporting', as adopted by the European
Union.
This condensed interim financial information has been reviewed,
not audited. The condensed interim financial information should be
read in conjunction with the annual report and accounts for the
year ended 31 March 2017, which have been prepared in accordance
with IFRSs as adopted by the European Union. A copy of this
document is available on the company's website:
www.networkrail.co.uk
Accounting policies
The accounting policies and methods of computation adopted in
this condensed set of financial statements are consistent with
those set out in the annual financial statements for the year to 31
March 2017.
The following accounting standards have not been early adopted
by the group but will become effective in future years and are
considered to have a material impact on the group that has yet to
be formally assessed:
i) IFRS 9 'Financial Instruments'. The standard addresses the
classification, measurement and recognition of financial assets and
liabilities.
There are no other IFRS or IFRS Interpretation Committee
interpretations not yet effective that would be expected to have a
material impact on the company.
Going concern
After making enquiries, the directors have a reasonable
expectation that the company has adequate resources to continue in
operational existence for the foreseeable future.
In reaching this conclusion the directors considered: the
financial indemnity as described on page 1; the collateral
arrangements with banking counterparties; and that the company has
an inter-company agreement that recovers all net costs from
NRIL.
Accordingly, they continue to adopt the going concern basis in
preparing the annual report and accounts.
Operating segments
IFRS 8 Operating Segments requires operating segments to be
identified on the basis of internal reports about components of the
company that are regularly reviewed by the board to allocate
resources to the segments and to assess their performance. The
company has adopted IFRS 8 for these financial statements. However,
there has been no material change in presentation of these
statements because the company operates one class of business, that
of acting as issuer for Network Rail's DIP and undertakes that
class of business in one geographical area, Great Britain. This
debt is often issued in currencies other than sterling and sold to
overseas investors.
Debt
Debt instruments are initially recorded at fair value, net of
discount and direct issue costs, and are subsequently measured at
amortised cost using straight line amortisation as a proxy for the
IAS 39 effective interest rate method. Finance charges, including
premiums payable on settlement or redemption and direct issue costs
are recognised in the statement of comprehensive income over the
life of the debt instrument. They are added to the carrying value
of the debt instrument to the extent that they are not settled in
the period in which they arise.
Derivative financial instruments
The company's activities expose it primarily to the financial
risks of changes in interest rates and foreign currency exchange
rates. The company uses interest rate swaps and foreign exchange
forward contracts to hedge these exposures.
Interest rate swaps and foreign exchange forward contracts are
recorded at fair value at inception and at each balance sheet date.
Movements in fair value are recorded in the statement of
comprehensive income.
Derivatives embedded in other financial instruments or other
host contracts are treated as separate derivatives when their risks
and characteristics are not closely related to those of host
contracts and the host contracts are not carried at fair value.
Unrealised gains or losses are reported in the statement of
comprehensive income.
Embedded derivative
An embedded derivative arises between NRIF and NRIL so as to
offset NRIF's unrealised gains and losses.
All of NRIF's transactions and balances are passed through to
NRIL via intra-group borrowings - this gives rise to two elements
with the characteristics of a derivative (i.e. whose values change
in response to specified rates) which are therefore to be treated
(jointly) as an embedded derivative. The first is the element
relating to movements in the carrying value of foreign denominated
borrowings as a result of foreign exchange rate changes. This
portion of the embedded derivative is therefore measured based on
the cumulative effect of foreign exchange rate changes on the bond
portfolio's carrying value. The second element is NRIF's primary
derivatives, which are entered into in order to mitigate future
cash flow risks. These - and the matching element of the embedded
derivative - are measured at fair value.
As per IAS 39, this embedded derivative is disclosed separately
from the loan and is included on the Balance Sheet as 'Derivative
financial instruments', along with NRIF's primary derivatives.
Investments
Investments are classified as available-for-sale and measured at
subsequent reporting dates at fair value. For available-for-sale
investments, gains or losses from changes in fair value are
recognised directly in equity, until the security is disposed of or
is determined to be impaired, at which time the cumulative gain or
loss previously recognised in equity is included in the statement
of comprehensive income for the period.
Foreign currencies
Monetary assets and liabilities expressed in foreign currencies
are translated into sterling at rates of exchange prevailing at the
balance sheet date. Individual transactions denominated in foreign
currencies are translated into sterling at the exchange rates
prevailing on the dates payment takes place. Gains or losses
realised on any foreign exchange movements are recognised in the
statement of comprehensive income.
Intra-group borrowings
The company provides the Network Rail group with funding. It
passes all transactions and balances through the intra-group
borrowings to NRIL.
2. Receivables
Unaudited Unaudited Audited
30 September 30 September 31 March
2017 2016 2017
GBPm GBPm GBPm
Non-current assets
Loans to Network Rail Infrastructure
Limited 22,775 26,093 24,730
Current assets
Interest on loans to Network Rail
Infrastructure Limited 226 239 184
Loans to NRIL 2,650 1,755 1,524
Interest receivable on investments - - -
Collateral receivable 818 744 625
Total receivables 26,469 28,831 27,063
3. Net borrowings
Unaudited Unaudited Audited
30 September 30 September 31 March
2017 2016 2017
GBPm GBPm GBPm
Net borrowings by instrument
Cash and cash equivalents* 946 12 4
Collateral receivable 818 744 625
Collateral obligation (123) (353) (259)
Bank loans (471) (459) (467)
Bonds issued under the Debt Issuance
Programme (27,231) (28,925) (27,016)
At the end of the period/year (26,061) (28,981) (27,113)
Unaudited
six months
Unaudited ended Audited
30 September 30 September 31 March
2017 2016 2017
GBPm GBPm GBPm
Movements in net borrowings
At the beginning of the period (27,113) (28,702) (28,702)
Increase in cash and cash equivalents 942 (88) (96)
Movement in collateral receivable 193 (75) (194)
Movement in collateral obligation
to counterparties 136 (23) 71
Repayment of borrowings - 606 2,388
Capital accretion on index-linked
bonds (459) (277) (449)
Exchange differences 224 (438) (164)
Fair value and other movements 16 16 33
At the end of the period/year (26,061) (28,981) (27,113)
Unaudited Unaudited Audited
30 September 30 September 31 March
2017 2016 2017
GBPm GBPm GBPm
Cash and cash equivalents* 946 12 4
Collateral receivable 818 744 625
Collateral obligation (123) (353) (259)
Borrowings included in current
liabilities (2,989) (2,144) (1,745)
Borrowings included in non-current
liabilities (24,713) (27,240) (25,738)
At the end of the period/year (26,061) (28,981) (27,113)
* Includes collateral received from derivative counterparties of
GBP123m (September 2016: GBP353m, March 2017: GBP259m)
All borrowings are denominated in or swapped into sterling.
4. Other payables
Unaudited Unaudited Audited
30 September 30 September 31 March
2017 2016 2017
GBPm GBPm GBPm
Current liabilities
Interest payable on bonds issued 225 239 183
Interest on long term loans 1 1 2
Collateral obligation 123 353 259
Total payables 349 593 444
5. Financial instruments
The fair values of financial assets and liabilities are
recognised at the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants at the measurement date.
With the exception of bank loans and bonds, all financial assets
and liabilities are carried at amounts that approximate to their
fair value. Bank loans and bonds are initially measured at fair
value and subsequently at amortised cost, as explained in note
1.
The corresponding carrying values and fair values of bank loans
and bonds are set out below:
At 30 September At 30 September At 31 March 2017
2017 2016
Carrying Fair Carrying Fair Carrying Fair
value value value value value value
GBPm GBPm GBPm GBPm GBPm GBPm
Bank loans (471) (801) (459) (872) (467) (827)
Bonds issued under
the DIP (27,231) (32,553) (28,925) (37,049) (27,016) (33,435)
Total (27,702) (33,354) (29,384) (37,921) (27,483) (34,262)
Bonds issued by NRIF benefit from a credit enhancement provided
by the financial indemnity from the Secretary of State for
Transport. This credit enhancement is reflected in the fair value
of the bonds disclosed above.
The following table provides an analysis of financial
instruments that are measured subsequent to initial recognition at
fair value, grouped into Levels 1 to 3 based on the degree to which
the fair value is observable:
-- Level 1 fair value measurements are those derived from quoted
prices (unadjusted) in active markets for identical assets or
liabilities
-- Level 2 fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly. The fair value of interest rate and cross currency
swaps is calculated as the present value of the estimated future
cash flows using yield curves at the reporting date; and
-- Level 3 fair value measurements are those derived from
valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable
inputs).
Unaudited Unaudited Audited
30 September 30 September 31 March
2017 2016 2017
Level 2:
Derivative financial assets 1,957 2,997 2,388
Financial assets at amortised cost 27,415 28,843 27,067
Level 1:
Financial liabilities held at amortised
cost (32,204) (36,644) (33,726)
Level 2:
Derivative financial liabilities (1,320) (1,863) (1,527)
Financial liabilities held at amortised
cost (1,499) (1,870) (1,649)
Total (5,651) (8,537) (7,447)
A review of the categorisation of financial instruments into the
three levels is made at each reporting date. There were no
transfers between Level 1 and Level 2 fair value measurements, and
no transfers into and out of Level 3 fair value measurements in the
current or prior years.
There were no changes in valuation techniques during the
periods.
6. Notes to the cash flow statement
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 September 30 September 31 March
2017 2016 2017
GBPm GBPm GBPm
Profit before tax - - -
Operating cash flow before movements - - -
in working capital
Increase in receivables 1,113 418 2,167
Cash generated from operations 1,113 418 2,167
Cash and cash equivalents (which are represented as a single
class of assets on the face of the balance sheet) comprise cash at
bank, money fund balances and money market deposit investments with
a maturity of up to three months.
7. Controlling party and related party transactions
50,000 shares of the company are held by HSBC Trustee (C.I.)
Limited(a) . All shares and distributable reserves in the company
are held for charitable purposes.
Legal control of the company is disclosed above but effective
control of the company is held by Network Rail and therefore by the
DfT and Secretary of State.
On this basis for accounting purposes the company is treated as
a subsidiary in the consolidated accounts of Network Rail.
Transactions with NRIL are clearly identified within the
relevant notes to the accounts.
a During the period NRIF was notified that HSBC Trustee (C.I.)
Limited would no longer be providing share trustee responsibilities
to its clients and the responsibilities needed to be transferred to
another provider. Intertrust Corporate Services Limited was
appointed on 5 October 2017 to fulfil these responsibilities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BGBDBDGDBGRS
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