TIDM85MJ

RNS Number : 6294T

Network Rail Infrastructure Finance

21 July 2020

Network Rail Infrastructure Finance PLC

Full year results

Year ended 31 March 2020

Strategic report

The directors present their strategic report of Network Rail Infrastructure Finance PLC ("NRIF" or "the company") for the year ended 31 March 2020.

Business review

NRIF 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 has been met by the Department for Transport ("DfT") via a loan facility and grants 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 reimbursed by NRIL in the form of an intercompany loan.

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. 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.

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 GBP40,000m multi-currency note programme which has been assigned the following credit ratings: AA by Standard and Poor's, Aa2 (outlook stable) by Moody's and AA (negative watch) by Fitch.

Financial review

During the year the company incurred finance costs of GBP1,189m (2018/19: GBP1,187m) relating to the interest on bonds in issue. These costs were passed onto NRIL in the form of finance income for NRIF. NRIF also made a loss of GBP862m on the fair value of its debt as it continues to fair value its debt under IFRS 9. This loss arose as a result of increases in the fair value of debt which in turn is driven by market sentiment on interest rates and risk, including in the last quarter in relation to the coronavirus pandemic. NRIF made a gain of GBP231m on its derivatives. These gains and losses were passed through to NRIL as part of the intercompany loan receivable. NRIF made a profit before tax of GBP110,000 (2019: GBP110,000) in the year ended 31 March 2020, 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. On wind up of the company all shares and distributable reserves in the company are held for charitable purposes.

On a fair value basis, net borrowings as described in note 10 have increased from GBP29,968m to GBP31,105m, primarily reflecting fair value movements and the fact that no instruments fell due for repayment during 2019-20.

During the year ending 31 March 2020, no bonds matured under the DIP. UK RPI index-linked debt was 80 per cent of gross debt at 31 March 2020.

There was no commercial paper outstanding as at 31 March 2020 (2019:GBPnil).

Cash balances are required for settlement of maturing bonds and for the purposes of managing collateral posted by financial derivative counterparties. These cash requirements are met by NRIL through repayment of the intercompany loan.

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 (further details are provided in note 12).

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 was 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.

All 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.

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 committee reviews 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.

The major financing risks that the company faces are interest rate risk, foreign currency fluctuation risk and liquidity risk. Treasury operations seek to provide sufficient liquidity to meet the company's needs, while reducing financial risks and managing interest receivable on surplus cash (further details are provided in note 12).

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 is limited because both Network Rail and its counterparties are required to post cash collateral on their full adverse net derivative positions. The collateral agreements do not contain threshold provisions.

NRIF will continue in operation to manage the existing bond portfolio. The bond portfolio is expected to be held to maturity and as such while market sentiment will drive changes in fair value, the impact on fair value of the portfolio held is not considered to be a major financing risk. NRIF does not anticipate entering into any new derivative contracts in the future and existing derivatives are currently being fully utilised. Substantially all of the derivatives will have matured by the 31 March 2024.

Approved by the board of directors and signed by order of the board

Paul Marshall (director)

16 July 2020

Directors' report

The directors present their report and the annual financial statements of the company for the year ended 31 March 2020.

Principal activities

The principal activity of NRIF is to act as issuer for Network Rail's DIP.

Dividends

No dividend was paid or proposed in the current year (2019: GBPnil).

Directors

NRIF maintains directors' and officers' liability insurance for its directors with a cover limit of GBP150 million for each claim or series of claims against them in their capacity as directors of the company. The company also indemnifies its directors and officers to the extent permitted by law.

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 above; the collateral arrangements with banking counterparties as described in note 12 of the financial statements; and that the company has an intercompany agreement that recovers all net costs from NRIL.

The loan arrangement agreed between DfT and NRIL has resulted in loans being made by DfT direct to NRIL. NRIF does not anticipate issuing further bonds and NRIF's debt service obligations will continue to be met through repayments of the intercompany loan by NRIL.

Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Corporate Governance

All of NRIF's activities are administered by NRIL's employees and therefore the company does not have any employees. NRIF relies on the governance structures of its effective controlling party Network Rail Limited (NRL), including its audit and risk committee. The role of these governance structures is scoped to include NRIF's activities in full. As permitted by DTR rule 1B.1.6, since it has not issued shares which are admitted to trading, NRIF does not itself apply a corporate governance code. However, it is subject to an appropriate degree of control and accountability as a result of NRL applying the UK Corporate Governance Code, subject to a small number of exceptions as disclosed in its accounts. The principal exception to Code compliance at NRL is that due to the public sector reclassification of the Network Rail group as a whole, the Department for Transport expects (as described in Network Rail's Framework Agreement) the Comptroller and Auditor General to be appointed as independent auditor for Network Rail and its key subsidiaries, including NRIF. NRL's annual reports and accounts consolidate NRIF's financial results; describe the governance structures for NRL, to which NRIF is also subject, and the activity of its audit and risk committee; and

describe Code compliance for the group as a whole.

These reports are available at http://www.networkrail.co.uk .

Approved by the board of directors and signed by order of the board

Paul Marshall (director)

16 July 2020

Statement of comprehensive income

for the year ended 31 March 2020

 
 
 
                                   Notes     2020     2019 
                                             GBPm     GBPm 
 
Result from operations                          -        - 
 
Finance income                      5       1,189    1,187 
Finance costs                       5     (1,189)  (1,187) 
Other gains and losses              6           -        - 
 
Profit before taxation                          -        - 
Tax                                             -        - 
 
Profit and total comprehensive                  -        - 
 income for the year 
 
 

All income and expense is recognised in the statement of comprehensive income.

Statement of changes in equity

for the year ended 31 March 2020

 
                                     Share   Retained    Total 
                                   capital   earnings   equity 
                                      GBPm       GBPm     GBPm 
 
At 31 March 2018                         -          1        1 
Profit and total comprehensive           -          -        - 
 income for the year 
 
At 31 March 2019                         -          1        1 
Profit and total comprehensive           -          -        - 
 income for the year 
 
At 31 March 2020                         -          1        1 
 
 

Balance sheet

at 31 March 2020

 
                                          Notes      2020      2019 
                                                     GBPm      GBPm 
 
Non-current assets 
Receivables: amounts falling due after 
 more than one year                         7      30,506    30,650 
Derivative financial instruments           11         472       340 
 
Total non-current assets                           30,978    30,990 
 
Current assets 
Derivative financial instruments           11          10        10 
Receivables: amounts falling due within 
 one year                                   7       1,727       904 
Cash and cash equivalents                  10           -         - 
 
Total current assets                                1,737       914 
 
Total assets                                       32,715    31,904 
 
Current liabilities 
Loans*                                      9     (1,013)         - 
Derivative financial instruments           11        (48)      (51) 
Other payables                              8       (300)     (215) 
 
Total current liabilities                         (1,361)     (266) 
                                                     -            - 
----------------------------------------  -----  --------  -------- 
Net current assets                                    376       648 
 
Non-current liabilities 
Loans*                                      9    (30,506)  (30,657) 
Derivative financial instruments           11       (847)     (980) 
 
Total non-current liabilities                    (31,353)  (31,637) 
 
Total liabilities                                (32,714)  (31,903) 
 
Net assets                                              1         1 
 
Equity 
Share capital                              13           -         - 
Retained earnings                                       1         1 
 
Total equity                                            1         1 
 
 

The financial statements and accompanying disclosure noted on pages 6 to 20 were approved by the board of directors and authorised for issue on 16 July 2020 and authorised for issue on 21 July 2020. They were signed on its behalf by:

   Paul Marshall (director)                             Helena Whitaker (director) 

Company registration number: 5090412

Statement of cash flows

for the year ended at 31 March 2020

 
                                                     2020     2019 
                                              Note   GBPm     GBPm 
 
Cash flow from operating activities            14   (275)    1,764 
Interest paid*                                      (673)    (696) 
 
Net cash (outflow) / inflow from operating 
 activities                                         (948)    1,068 
 
Investing activities 
Interest received                                     673      695 
 
Net cash inflow from investing activities             673      695 
 
Financing activities 
Repayment of borrowings                                 -  (1,738) 
Net collateral movement with counterparties           275     (26) 
Cash settlement derivatives not hedge                   -        - 
 accounted 
 
Net cash inflow / (outflow) from financing 
 activities                                           275  (1,764) 
 
Net decrease in cash and cash equivalents               -      (1) 
 
Cash and cash equivalents at beginning 
 of the year                                            -        1 
 
Cash and cash equivalents at end of                     -        - 
 the year 
 
 

*Balance includes the net interest on derivative financial instruments

Notes to the Financial Statements

for the year ended 31 March 2020

1. General information

Network Rail Infrastructure Finance Plc ('the company') 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 strategic and directors' reports on pages 1 to 5.

2. Significant Accounting Policies

These financial statements have been prepared in accordance with IFRS as adopted by the European Union, IFRIC interpretations and the Companies Act 2006 as applicable to companies reporting under IFRS.

The financial statements have been prepared under the fair value basis as bank loans and bonds, financial assets and liabilities are carried at fair value, with the exception of interest which accrues on the nominal value of bonds in issue. The principal accounting policies have been applied consistently throughout the year.

The principal accounting policies are set out below.

Adoption of new and revised standards

The accounting policies adopted in this set of financial statements are consistent with those set out in the annual financial statements for the year to 31 March 2019.

Expected credit losses

The company's exposure to credit risk is limited to the intercompany receivable balance from Network Rail Infrastructure Limited (NRIL) and Collateral placed with banking counterparties. All NRIF borrowings, related balances and risks are passed on to NRIL in line with the terms of the intercompany loan agreement between NRIF and NRIL. NRIF has historically not recognised any allowances for credit losses based on current credit risk, and, due to there not being any significant change or increase in credit risk, no future expected credit losses are recognised.

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. The company's debt was also issued in currencies other than sterling and sold to overseas investors.

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. Existing debt, derivatives and related interest payments within NRIF are passed onto NRIL in the form of an intercompany loan. The nature of the arrangement means that the instrument fails the Solely Payment of Principal and Interest test under IFRS 9 and as such, the entire instrument is measured at fair value through profit or loss.

Debt

Debt instruments are initially measured at fair value, and subsequently designated and measured at Fair Value Through Profit and Loss (FVTPL). The intra-group borrowings from NRIL are measured at FVTPL. Given the relationship between this balance and the debt instruments, the debt instruments were designated at fair value through profit or loss. This treatment results in all fair value movements on debt being effectively being passed to NRIL within these financial statements, in line with the intercompany agreement. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are recognised in the period in which they arise and are not capitalised against the financial instrument measured at FVTPL.

Derivative financial instruments and hedge accounting

The company's activities expose it to the financial risks of changes in interest rates and foreign currency exchange rates. The company uses interest rate swaps and cross currency swaps to hedge these exposures.

Interest rate swaps and cross currency swaps are recorded at fair value at inception and at each balance sheet date. Movements in fair value are recorded in other gains and losses in the statement of comprehensive income.

Derivatives are presented in the balance sheet in line with their maturity dates.

Foreign currencies

Monetary assets and liabilities expressed in foreign currencies are translated into sterling at exchange rates prevailing at the end of the financial year. Individual transactions denominated in foreign currencies are translated into sterling at the exchange rates prevailing on the date payment takes place. Gains or losses realised on any foreign exchange movements are now captured within the fair value line of 'Other Gains and Losses' in the statement of comprehensive income.

Tax

The tax expense represents the sum of the current tax payable and deferred tax. The company's current tax liability is calculated using the tax rates that have been enacted or substantively enacted by the balance sheet date.

Current taxes are based on the taxable results of the company and calculated in accordance with tax rules in the United Kingdom.

3. Staff costs

The directors received no remuneration for their services in the current or prior year. Other than the directors, there were no employees of the company in the current or prior year. Administration services are provided by NRIL.

4. Auditors' remuneration

Fees payable to the company auditors for the audit of the company's annual accounts of GBP26,250 (2019: GBP25,000) have been borne by NRIL. No other fees were payable by the company to the company auditors in the current or prior year.

5. Finance income and finance costs

 
                                               Year       Year 
                                              ended      ended 
                                           31 March   31 March 
                                               2020       2019 
                                               GBPm       GBPm 
 
Finance income 
 Interest receivable from NRIL                1,185      1,178 
Interest receivable on investments                4          9 
 
Total finance income    1,189  1,187 
 ======================  =====  ===== 
Finance costs 
 Interest payable on debt issued 
 under the DIP                                (940)      (934) 
Interest on bank loans and overdrafts          (19)       (21) 
Net interest on derivative instruments        (230)      (232) 
 
Total finance costs    (1,189)  (1,187) 
 =====================  =======  ======= 
 

6. Other gains and losses

 
 
                                                  Year        Year 
                                                 ended       ended 
                                              31 March    31 March 
                                                  2020        2019 
                                                  GBPm        GBPm 
 
(Loss)/gain on fair value of external 
 debt                                            (862)       (910) 
Net gain / (loss) on fair value 
 of external 
 derivative financial instruments                  231         (8) 
Gain/(loss) on fair value of intercompany 
 loan to NRIL                                      631         918 
 
 
Total gains and (losses)    -    - 
 ======================== 
 

All gains and losses on intra-group borrowings are passed onto NRIL. More details are provided in the intra-group borrowings section of Note 2.

7. Receivables

 
                                                 31 March  31 March 
                                                     2020      2019 
                                                     GBPm      GBPm 
 
Non-current assets 
Loans to NRIL                                      30,506    30,650 
 
                                                   30,506    30,650 
 
 
Current assets 
Interest on loans to NRIL                             180       177 
Loans to NRIL                                       1,013         - 
Interest on investments                                 -         - 
Collateral placed with banking counterparties         534       727 
 
                                                    1,727       904 
 
Total receivables    32,233  31,554 
 ===================  ======  ====== 
 

The company believes that amounts receivable from NRIL and the banking counterparties represent a high level of credit quality and as such, no credit losses have been recognised. The high credit quality of NRIL accompanied with the nature of the intercompany agreement results in the balance matching the value of loans disclosed in note 9.

8. Other payables

 
                                                   31 March  31 March 
                                                       2020      2019 
                                                       GBPm      GBPm 
 
Current liabilities 
Collateral received from banking counterparties         120        38 
Interest payable on bonds issued under 
 the DIP                                                178       175 
Interest payable on European Investment 
 Bank long term loans                                     2         2 
 
Total payables                                          300       215 
=================================================  ========  ======== 
 

9. Loans

Bonds issued under the DIP are analysed as follows:

 
                                                31 March   31 March 
                                                     2020       2019 
                                                     GBPm       GBPm 
   ===========================================  =========  ========= 
    4.625% sterling bond due 2020                   1,013      1,049 
    2.76% Swiss franc bond due 2021                   262        251 
    2.315% Japanese yen bond due 2021                  77         73 
    2.28% Japanese yen bond due 2021                   77         73 
    2.15% Japanese yen bond due 2021                   77         73 
    3% sterling bond due 2023                         434        435 
    4.75% sterling bond due 2024                      869        881 
    1.9618% sterling index linked bond due 
     2025                                             483        486 
    4.615% Norwegian krone bond due 2026               47         53 
    4.57% Norwegian krone bond due 2026                13         15 
    1.75% sterling index linked bond due 2027       5,138      5,186 
    4.375% sterling bond due 2030                   1,194      1,153 
    4.75% sterling bond due 2035                    1,914      1,812 
    1.6492% sterling index linked bond due 
     2035                                             770        738 
    1.375% sterling index linked bond due 
     2037                                           6,922      6,687 
    4.6535% sterling bond due 2038                    161        147 
    1.2025% sterling index linked bond due 
     2039                                             106        103 
    1.2219% sterling index linked bond due 
     2040                                             547        520 
    1.1795% sterling index linked bond due 
     2041                                             102         99 
    1.1565% sterling index linked bond due 
     2043                                              85         83 
    1.5646% sterling index linked bond due 
     2044                                             648        609 
    1.1335% sterling index linked bond due 
     2045                                              78         76 
    1.125% sterling index linked bond due 
     2047                                           8,149      7,813 
    0% sterling index linked bond due 2047             96         92 
    0.678% sterling index linked bond due 
     2048                                             191        185 
    1.003% sterling index linked bond due 
     2051                                              43         42 
    0.53% sterling index linked bond due 2051         205        197 
    0.517% sterling index linked bond due 
     2051                                             205        197 
    0% sterling index linked bond due 2051            244        235 
    1.085% sterling index linked bond due 
     2052                                             225        206 
    0% sterling index linked bond due 2052            244        235 
 
                  Total bonds issued under DIP     30,619     29,804 
 
    Index linked European Investment Bank 
     due 2036 and 2037                                900        853 
    Total bonds issued                             31,519     30,657 
   -------------------------------------------  ---------  --------- 
 
    Split as: 
    Current                                         1,013          - 
    Non-current                                    30,506     30,657 
    Total                                          31,519     30,657 
 

The Secretary of State for Transport has provided an unlimited financial indemnity in respect of the above borrowings and those borrowings under the DIP which expires in 2052.

10. Net borrowings

 
                                                      31 March  31 March 
                                                          2020      2019 
                                                          GBPm      GBPm 
 
Net borrowings by instrument 
Cash and cash equivalents                                    -         - 
Collateral receivable                                      534       727 
Collateral obligation                                    (120)      (38) 
Bank loans                                               (900)     (853) 
Bonds issued under the DIP                            (30,619)  (29,804) 
 
                                                      (31,105)  (29,968) 
 
Movement in net borrowings 
At the beginning of the year                          (29,968)  (31,040) 
Decrease in cash and cash equivalents                        -       (1) 
Movement in collateral receivable                        (155)      (23) 
Movement in collateral obligation to counterparties      (120)        49 
Repayments of borrowings                                     -     1,738 
Exchange differences                                         -         - 
Fair value and other movements                           (862)     (691) 
 
At the end of the year                                (31,105)  (29,968) 
 
 
Net borrowings are reconciled to the balance 
 sheet as set out below: 
Cash and cash equivalents                                    -         - 
Collateral receivable                                      534       727 
Collateral obligation                                    (120)      (38) 
Borrowings included in current liabilities             (1,013)         - 
Borrowings included in non-current liabilities        (30,506)  (30,657) 
 
At the end of the year                                (31,105)  (29,968) 
====================================================  ========  ======== 
 

11. Derivative Financial instruments

Derivatives are split as follows:

 
                                                 31 March  31 March 
                                                     2020      2019 
                                                     GBPm      GBPm 
 
 
Derivative financial assets - Current 
 Interest rate swaps                                    9        10 
Cross currency swaps                                    1         - 
-----------------------------------------------  --------  -------- 
Total Current                                          10        10 
Derivative financial assets - Non-current 
Interest rate swaps                                   236       119 
Cross currency swaps                                  236       221 
-----------------------------------------------  --------  -------- 
Total Non-current                                     472       340 
-----------------------------------------------  --------  -------- 
Total Derivative financial assets                     482       350 
 
 
  Derivative financial liabilities - Current 
Interest rate swaps                                  (48)      (51) 
===============================================  ========  ======== 
Total Current                                        (48)      (51) 
===============================================  ========  ======== 
Derivative financial liabilities - Non-current 
Interest rate swaps                                 (847)     (980) 
===============================================  ========  ======== 
Total Non-current                                   (847)     (980) 
Total Derivative financial liabilities              (895)   (1,031) 
 
 

12. Funding and financial risk management

Introduction

The company is not a member of the Network Rail group. However, for accounting purposes the company is treated as a subsidiary in the consolidated accounts of NRL. The Network Rail group as a whole is largely debt funded.

Summary table of financial assets and liabilities

The following table presents the carrying amounts and the fair values of the company's financial assets and liabilities at 31 March 2020 and 31 March 2019.

The fair values of financial assets and liabilities are recognised at the amount at which the instrument could be exchanged for in a current transaction between willing parties, other than in a forced or liquidation sale. Bank loans and bonds, financial assets and liabilities are carried at fair value. Those amounts are in accordance with the significant accounting policies set out in Note 2. Bank loans are valued based on market data at the balance sheet date and the net present value of discounted cash flows. Bonds issued under the DIP are valued based on market data at the balance sheet date. Where market data is not available valuations are obtained from dealing banks.

 
                                          31 March 2020             31 March 2019 
                                Carrying value     Fair   Carrying value     Fair 
                                                  Value                     value 
                                          GBPm     GBPm             GBPm     GBPm 
 
 Financial assets 
 Cash and cash equivalents                   -        -                -        - 
 Loans and receivables 
  - Loans to NRIL                       31,519   31,519           30,650   30,650 
 Collateral receivable                     534      534              727      727 
 
                                        32,053   32,053           31,377   31,377 
 
 
 Other non-derivative 
  financial assets 
 Trade and other receivables 
  at amortised cost                        180      180              177      177 
 
 
 Derivatives 
 Derivative financial 
  instruments                              482      482              350      350 
 
 Total derivatives                         482      482              350      350 
 
 Total financial assets                 32,715   32,715           31,904   31,904 
 
 
 
 
 
                                           31 March 2020             31 March 2019 
                                     Carrying       Fair   Carrying     Fair value 
                                        value      Value      value 
                                         GBPm       GBPm       GBPm           GBPm 
 Financial liabilities 
 
 Collateral held                        (120)      (120)       (38)         (38) 
 European Investment Bank 
  loans                                 (900)      (900)      (853)        (853) 
 Bonds issued under the DIP          (30,619)   (30,619)   (29,804)     (29,804) 
 Cash and cash equivalents                  -          -          -            - 
 
                                     (31,639)   (31,639)   (30,695)     (30,695) 
 
 
 Trade and other payables 
  at amortised cost                     (180)      (180)      (177)        (177) 
 
 
 Derivatives 
 Derivative financial instruments       (895)      (895)    (1,031)      (1,031) 
 
 Total derivatives                      (895)      (895)    (1,031)      (1,031) 
 
 Total financial liabilities         (32,714)   (32,714)   (31,903)     (31,903) 
 
 
 
 

Derivatives

The company has contracted with NRIL to administer the DIP, the terms of which are set out in an administration agreement. NRIL has a comprehensive risk management process and the Treasury Committee, being a full sub-committee of the Network Rail board, has approved and monitors the risk management processes, including documented treasury policies, counterparty limits, controlling and reporting structures.

Proceeds from the DIP are lent on to NRIL under the intercompany loan agreement which gives rise to an intercompany loan receivable. In addition, the company also uses other derivatives to reduce the foreign exchange risk and interest rate risk of NRIL. The company does not use derivative financial instruments for speculative purposes. The use of derivative instruments can give rise to credit and market risk. Market risk is the possibility that future changes in foreign exchange rates and interest rates may make a derivative more or less valuable. Since the company uses derivatives for risk management, market risk relating to derivative instruments will principally be offset by changes in the valuation of the underlying assets or liabilities.

Credit risk

The credit risk with regard to all classes of derivative financial instrument is limited because counterparties are banks with high credit ratings assigned by international credit-rating agencies. The treasury committee of the Network Rail board authorises the policy for setting counterparty limits based on credit-ratings.

The company spreads its exposure over a number of counterparties and has strict policies on how much exposure can be assigned to each counterparty before collateral is sought.

The concentration of the company's investments varies depending on the level of surplus liquidity. However, because of the strict criteria governing counterparties' suitability the risk is mitigated. The treasury committee of the Network Rail board also authorises the types of investment and borrowing instruments that may be used.

The credit risk on the intercompany loan with NRIL is considered limited as the Secretary of State for Transport has provided an unlimited financial indemnity in respect of borrowings under the DIP which expires in 2052 meaning that obligations to debt holders could still be fulfilled without NRIL.

Particular attention is paid to the credit risk of swap counterparties. 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 limit each bank to a threshold (based on credit ratings), which if breached requires the bank to post collateral in cash or eligible securities. The members of the banking group are required to post collateral on positive mark to market swaps above the threshold. In December 2012 the group entered into new collateral agreements in respect of derivative trades entered into after 1 January 2013.

Under the terms of the new agreements Network Rail posts collateral on adverse net derivative positions with its counterparties. The new agreements do not contain a provision for thresholds; as such Network Rail or its counterparties are required to post collateral for the full fair value of net out of the money positions. At 31 March 2020 the fair value of collateral held was GBP120m (2019: GBP38m). The group is the beneficial owner of this collateral. The group is free to invest or otherwise utilise the collateral at its discretion, subject to acting within the authority sanctioned by the treasury committee. The balance of collateral posted by the group at 31 March 2020 was GBP534m (2019: GBP727m).

Foreign exchange risk

The company is exposed to currency risks from its financing. Foreign exchange risk for all currencies is managed by the use of currency swaps to limit the effects of movements in exchange rates on foreign currency denominated assets and liabilities.

The company considers a ten percentage point increase in the value of any currency against sterling to be a reasonably possible change and this would not have a material impact on the company's net profit before tax or equity. This is due to the workings of the intercompany loan agreement.

Interest and inflation rate risk

The company is exposed to interest rate risk from its financing. Interest rate risk for all debt is managed by the use of interest rate swap contracts to limit the effects of movements in interest rates on floating rate liabilities.

Due to the workings of the intercompany loan agreement an increase or decrease in average interest rates during the year would have no impact upon the statement of comprehensive income, the net assets or the reserves of the company.

The company has certain debt issuances which are index-linked and so is exposed to movements in inflation rates. The company does not enter into any derivative arrangements to hedge these.

Due to the workings of the intercompany loan agreement an increase or decrease in average inflation rates during the year would have no impact upon the statement of comprehensive income, the net assets or the reserves of the company.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors. The treasury committee of the board of Network Rail has built an appropriate liquidity risk management framework for the management of the company's short, medium and long-term funding and liquidity management requirements. 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.

Treasury is subject to internal audits and committee reviews.

In addition, the Secretary of State for Transport has provided an unlimited financial indemnity in respect of borrowings under the DIP (which expires in 2052).

The following table details the company's remaining contractual maturity for its financial liabilities. The table has been drawn up on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay and, therefore, differs from both the carrying value and the fair value. The table includes both interest and principal cash flows.

 
                                  Within      1-2   2-5 years         5+      Total 
                                  1 year    years                  years 
                                    GBPm     GBPm        GBPm       GBPm       GBPm 
 
 31 March 2020 
 
 Non derivative financial liabilities 
 Bank loans and overdrafts             -        -         (1)      (522)      (523) 
 
 
 Sterling denominated 
  DIP bonds                      (1,196)    (150)     (1,552)    (3,171)    (6,069) 
 Sterling denominated 
  index linked DIP bonds           (276)    (284)       (900)   (34,900)   (36,360) 
 Foreign currency denominated 
  DIP bonds                         (14)    (453)         (8)       (62)      (537) 
 
 Derivative financial 
  liabilities 
 Net settled derivative 
  contracts                        (189)    (113)       (149)       (34)      (485) 
 Gross settled derivative 
  contracts - receipts                14      453           8         62        537 
 Gross settled derivative 
  contracts - payments               (3)    (276)         (3)       (58)      (340) 
 
 Collateral held                   (120)        -           -          -      (120) 
 
                                 (1,784)    (823)     (2,605)   (38,685)   (43,897) 
 
 
 
 
 
                                  Within       1-2   2-5 years         5+      Total 
                                  1 year     years                  years 
                                    GBPm      GBPm        GBPm       GBPm       GBPm 
 
 31 March 2019 
 
 Non derivative financial liabilities 
 Bank loans and overdrafts           (6)       (6)        (18)      (582)      (612) 
 
 
 Sterling denominated 
  DIP bonds                        (196)   (1,196)     (1,600)    (3,273)    (6,265) 
 Sterling denominated 
  index linked DIP bonds           (268)     (276)       (876)   (34,371)   (35,791) 
 Foreign currency denominated 
  DIP bonds                         (14)      (14)       (459)       (65)      (552) 
 
 Derivative financial 
  liabilities 
 Net settled derivative 
  contracts                        (231)     (137)       (247)       (44)      (659) 
 Gross settled derivative 
  contracts - receipts                14        14         459         65        552 
 Gross settled derivative 
  contracts - payments               (3)       (6)       (278)       (60)      (347) 
 
 Collateral held                    (38)         -           -          -       (38) 
 
                                   (742)   (1,621)     (3,019)   (38,330)   (43,712) 
 
 
 
 

Offsetting financial assets and liabilities

The following financial assets and financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements.

 
                                                                           Related amounts 
                                                                            not set off in 
                                                                          the balance sheet 
                           Gross            Gross      Net amount      Financial   Net Collateral   Net amount 
                         amounts          amounts    of financial      liability 
                   of recognised    of recognised          assets    derivatives 
                       financial        financial       presented 
                          assets      liabilities          in the 
                                          set off         balance 
                                           in the           sheet 
                                          balance 
                                            sheet 
 31 March 2020              GBPm             GBPm            GBPm           GBPm             GBPm         GBPm 
 
 Derivatives                 482                -             482          (895)              414            1 
 
 
 
                                                                           Related amounts 
                                                                            not set off in 
                                                                          the balance sheet 
                           Gross            Gross      Net amount      Financial   Net Collateral   Net amount 
                         amounts          amounts    of financial      liability 
                   of recognised    of recognised          assets    derivatives 
                       financial        financial       presented 
                          assets      liabilities          in the 
                                          set off         balance 
                                           in the           sheet 
                                          balance 
                                            sheet 
 31 March 2019              GBPm             GBPm            GBPm           GBPm             GBPm         GBPm 
 
 Derivatives                 350                -             350        (1,031)              689            8 
 
 

Collateral consists of GBP534m (2019: GBP727m) receivable (Note 7) and GBP120m (2019: GBP38m) payable (Note 8.)

13. Share capital

 
 
                                          31 March    31 March 
                                              2020        2019 
                                               GBP         GBP 
 
Authorised, issued and partly paid: 
2 ordinary shares of GBP1 fully paid 
 up                                              2           2 
49,998 ordinary shares of GBP1 partly 
 paid to GBP0.25 each                       12,500      12,500 
 
                                            12,502      12,502 
 
 
 
 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

14. Notes to the cash flow statement

 
                                             31 March  31 March 
                                                 2020      2019 
                                                 GBPm      GBPm 
 
Profit before tax                                   -         - 
 
 
Operating cash flow before movements in             -         - 
 working capital 
 
(Decrease) / Increase in receivables            (275)     1,764 
 
Net cash generated by operating activities      (275)     1,764 
 
 
 
 

Cash and cash equivalents (which are represented as a single class of assets on the face of the balance sheet) comprise cash at bank.

15. Controlling party and related party transactions

50,000 shares of the company are held by Intertrust Corporate Services Limited. 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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July 21, 2020 07:51 ET (11:51 GMT)

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