Bond NatWest Holdings 2.55% ( US780099CC94 ) in USD

NatWest Holdings

100 % ⇌

United Kingdom

US780099CC94 ( in USD )

2.55% per year ( payment 2 times a year)

18/09/2015 - Bond has expired

Prospectus brochure of the bond NatWest Group US780099CC94 in USD 2.55%, expired

1 000 USD

2 000 000 000 USD

780099CC9

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

NatWest Group is a British multinational banking and financial services corporation offering a range of products and services to personal, business, and corporate customers through its various brands, including NatWest, Royal Bank of Scotland, Ulster Bank, and Coutts.

The Bond issued by NatWest Holdings ( United Kingdom ) , in USD, with the ISIN code US780099CC94, pays a coupon of 2.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/09/2015

The Bond issued by NatWest Holdings ( United Kingdom ) , in USD, with the ISIN code US780099CC94, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by NatWest Holdings ( United Kingdom ) , in USD, with the ISIN code US780099CC94, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...
424B2 1 dp32839_424b2.htm FORM 424B2

Filed pursuant to Rule 424(b)(2)
Registration No. 333-162219
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee(1)
2.550% Senior Notes due September 18, 2015
$2,000,000,000

$229,200
Total

$2,000,000,000

$229,200
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended

PROSPECTUS SUPPLEMENT
(to prospectus dated September 30, 2009)

$2,000,000,000
2.550% Senior Notes due September 18, 2015

From and including the date of issuance, interest will be paid on the notes due September 18, 2015 (the "Senior Notes") on March
18 and September 18 of each year, beginning on March 18, 2013. The Senior Notes will bear interest at a rate of 2.550% per year.

The Senior Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any
preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such
obligations as are preferred by operation of law.

We may redeem the Senior Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon
the occurrence of certain tax events described in this prospectus supplement and the accompanying prospectus.

We intend to apply to list the Senior Notes on the New York Stock Exchange in accordance with its rules.

Investing in the Senior Notes involves risks. See "Risk Factors" beginning on page S-3 and as incorporated by reference
herein.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Underwriting
Proceeds to Us,

Price to Public
Discount
Before Expenses

Per Senior Note
99.943%
0.300%
99.643%
Total
$1,998,860,000
$6,000,000
$1,992,860,000

The initial public offering price set forth above does not include accrued interest, if any. Interest on the Senior Notes will accrue
from September 18, 2012 and must be paid by the purchaser if the Senior Notes are delivered thereafter.

We expect that the Senior Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and
its participants on or about September 18, 2012.

1 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...
Sole Bookrunner and Lead Manager
RBS

Senior Co-Managers

Citigroup
Wells Fargo Securities
Co-Managers
BMO Capital Markets
nabSecurities, LLC
BNY Mellon Capital Markets, LLC
RBC Capital Markets
CIBC
TD Securities
HSBC
UBS Investment Bank

Prospectus Supplement dated September 11, 2012

2 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...

TABLE OF CONTENTS

Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
INCORPORATION OF INFORMATION BY REFERENCE
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY

S-1
RISK FACTORS
S-3
RECENT DEVELOPMENTS
S-4
USE OF PROCEEDS
S-5
CAPITALIZATION OF THE GROUP
S-5
RATIO OF EARNINGS TO FIXED CHARGES
S-6
DESCRIPTION OF THE SENIOR NOTES
S-7
U.K. AND U.S. FEDERAL TAX CONSEQUENCES
S-9
UNDERWRITING/CONFLICTS OF INTEREST
S-12
LEGAL OPINIONS
S-14
EXPERTS

S-15

Prospectus
About this Prospectus
1
Use of Proceeds
1
The Royal Bank of Scotland Group plc
1
Description of Debt Securities
2
Description of Dollar Preference Shares
15
Description of American Depositary Receipts
22
Plan of Distribution
26
Legal Opinions
27
Experts

27
Enforcement of Civil Liabilities
27
Where You Can Find More Information
28
Incorporation of Documents by Reference
28
Cautionary Statement on Forward-Looking Statements
29

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not making an offer to sell these securities in any state or jurisdiction where the
offer or sale is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein is accurate only as of their respective dates.

S-i
3 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, we use the following terms:

·
"we," "us," "our" and "RBSG" mean The Royal Bank of Scotland Group plc;

·
"Group" means RBSG together with its subsidiaries consolidated in accordance with International Financial Reporting
Standards;

·
"RBS plc" means The Royal Bank of Scotland plc;

·
"SEC" refers to the Securities and Exchange Commission;

·
"pounds," "sterling," "pence," "£" and "p" refer to the currency of the United Kingdom;

·
"dollars" and "$" refer to the currency of the United States; and

·
"euro" and "" refer to the currency of the member states of the European Union ("EU") that have adopted the single currency
in accordance with the treaty establishing the European Community, as amended.

INCORPORATION OF INFORMATION BY REFERENCE

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, we file reports and other information with the SEC. You may read and copy any document that we file with the
SEC at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC on 1-800-SEC-0330 for
further information about the Public Reference Room. The SEC's website, at http://www.sec.gov, contains reports and other information
in electronic form that we have filed. You may also request a copy of any filings referred to below (other than exhibits not specifically
incorporated by reference) at no cost, by contacting us at RBS Gogarburn, P.O. Box 1000, Edinburgh EH12 1HQ, Scotland, telephone
+44 131 626 0000.

The SEC allows us to incorporate by reference much of the information we file with them. This means:

·
incorporated documents are considered part of this prospectus supplement;

·
we can disclose important information to you by referring you to these documents; and

·
information that we file with the SEC will automatically update and modify or supersede some of the information included or
incorporated by reference into this prospectus supplement.

This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this
prospectus supplement or in any document previously incorporated by reference have been modified or superseded. The accompanying
prospectus lists documents that are incorporated by reference into this prospectus supplement. We also incorporate by reference into
this prospectus supplement and accompanying prospectus any future documents we may file with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering contemplated in this prospectus supplement is
completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus supplement (or portions thereof) are
incorporated by reference in this prospectus supplement only to the extent that the report expressly states that it (or such portions) is
incorporated by reference in this prospectus supplement.

S-i
4 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...

FORWARD-LOOKING STATEMENTS

From time to time, we may make statements, both written and oral, regarding our assumptions, projections, expectations, intentions
or beliefs about future events. These statements constitute "forward-looking statements" for purposes of the Private Securities Litigation
Reform Act of 1995. We caution that these statements may and often do vary materially from actual results. Accordingly, we cannot
assure you that actual results will not differ materially from those expressed or implied by the forward-looking statements. You should
read the sections entitled "Risk Factors" in this prospectus supplement, "Cautionary Statement on Forward-Looking Statements" in the
accompanying prospectus and "Forward-Looking Statements" in our restated annual report for the year ended December 31, 2011 on
Form 6-K filed with the SEC on August 10, 2012 (the "Restated 2011 Annual Report") and our interim results for the half year ended
June 30, 2012 on Form 6-K filed with the SEC on August 31, 2012, which are incorporated by reference herein.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and assumptions, forward-looking events discussed in this prospectus
supplement and the accompanying prospectus or any information incorporated by reference, might not occur.

S-iii
5 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...

SUMMARY

The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the
remainder of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You
should base your investment decision on a consideration of this prospectus supplement, the accompanying prospectus and any
documents incorporated by reference therein, as a whole. Words and expressions defined in "Description of the Senior Notes"
below shall have the same meanings in this summary.

General

Issuer
The Royal Bank of Scotland Group plc
Senior Notes
$2,000,000,000 aggregate principal amount of 2.550% Senior Notes due September
18, 2015.
Issue Date
September 18, 2012.
Maturity
We will pay the Senior Notes at 100% of their principal amount plus accrued interest
on September 18, 2015.
Interest Rate
The Senior Notes will bear interest at a rate of 2.550% per annum.
Interest Payment Dates
Every March 18 and September 18, commencing on March 18, 2013.
Regular Record Dates
March 1 and September 1 of each year immediately preceding the Interest Payment
Dates on March 18 and September 18, respectively.
Ranking
The Senior Notes will constitute our direct, unconditional, unsecured and
unsubordinated obligations ranking pari passu, without any preference among
themselves, with all our other outstanding unsecured and unsubordinated obligations,
present and future, except such obligations as are preferred by operation of law.
Tax Redemption
In the event of tax law changes that require us to pay additional amounts and other
limited circumstances as described under "Description of the Senior Notes--Tax
Redemption" in this prospectus supplement and "Description of Debt Securities
--Redemption" in the accompanying prospectus we may redeem all, but not less than
all, of the Senior Notes prior to maturity at 100% of their principal amount plus
accrued and unpaid interest.
Book-Entry Issuance, Settlement and
We will issue the Senior Notes in fully registered form in denominations of $1,000
Clearance
and integral multiples of $1,000 in excess thereof. The Senior Notes will be
represented by one or more global securities registered in the name of a nominee of
DTC. You will hold beneficial interests in the Senior Notes through DTC and its
direct and indirect participants, including Euroclear and Clearstream Luxembourg,
and DTC and its direct and indirect participants will record your beneficial interest
on their books. We will not issue certificated notes except as described in the
accompanying prospectus. Settlement of the Senior Notes will occur through DTC in
same day funds. For information on DTC's book-entry system, see "Description of
Debt Securities--Form of Debt Securities; Book-Entry System" in the
accompanying prospectus.
Conflicts of Interest
RBS Securities Inc. ("RBSSI"), an affiliate of RBSG, is a Financial Industry
Regulatory Authority ("FINRA") member and an Underwriter in this offering and has
a "conflict of interest" within the meaning of FINRA Rule 5121. Accordingly, this
offering will be made in compliance with the applicable provisions of FINRA Rule
5121. RBSSI is not permitted to sell Senior Notes in this offering to an account over
which it exercises discretionary authority without the prior specific written approval
of the account holder.
CUSIP
780099CC9.

S-1
6 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...

ISIN
US780099CC94.
Listing and Trading
We intend to apply to list the Senior Notes on the New York Stock Exchange in
accordance with its rules.
Trustee and Principal Paying Agent
The Bank of New York Mellon, One Canada Square, London E14 5AL, United
Kingdom, will act as the trustee and initial principal paying agent for the Senior
Notes.
Timing and Delivery
We currently expect delivery of the Senior Notes to occur on September 18, 2012.
Use of Proceeds
We intend to use the net proceeds of the offering for general corporate purposes,
including managing the refinancing of forthcoming maturities of term debt issued by
the Group.
Governing Law
The senior debt securities indenture and the Senior Notes are governed by, and
construed in accordance with, the laws of the State of New York.

S-2
7 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...

RISK FACTORS

Prospective investors should consider carefully the risk factors incorporated by reference into this Prospectus Supplement and
as set out below as well as the other information set out elsewhere in this Prospectus Supplement (including any other documents
incorporated by reference herein) and reach their own views prior to making any investment decision with respect to the Senior
Notes.

Set out below and incorporated by reference herein are certain risk factors which could have a material adverse effect on the
business, operations, financial condition or prospects of RBSG and cause RBSG's future results to be materially different from
expected results. RBSG's results could also be affected by competition and other factors. These factors should not be regarded as a
complete and comprehensive statement of all potential risks and uncertainties RBSG faces. RBSG has described only those risks
relating to its operations that it considers to be material. There may be additional risks that RBSG currently considers not to be
material or of which it is not currently aware, and any of these risks could have the effects set forth above. All of these factors are
contingencies which may or may not occur and RBSG is not in a position to express a view on the likelihood of any such contingency
occurring. Investors should note that they bear RBSG's solvency risk. Each of the risks highlighted could have a material adverse
effect on the amount of principal and interest which investors will receive in respect of the Senior Notes. In addition, each of the
highlighted risks could adversely affect the trading price of the Senior Notes or the rights of investors under the Senior Notes and,
as a result, investors could lose some or all of their investment. You should consult your own financial, tax and legal advisers
regarding the risks of an investment in the Senior Notes.

Risks relating to RBSG

For a description of risks associated with RBSG, see the section entitled "Risk Factors" in our Restated 2011 Annual Report,
which is incorporated by reference herein.

Risks relating to the Senior Notes

The credit risk of RBSG, its credit ratings, and its credit spreads may adversely affect the value of the Senior Notes prior to
maturity and its ability to pay all amounts due on the Senior Notes.

The Senior Notes are our senior unsecured debt securities. As a result, your receipt of all payments of interest and principal on the
Senior Notes is dependent on our ability to repay our obligations on the applicable payment date. No assurance can be given as to what
our financial condition will be at any time during the term or on the maturity date of the Senior Notes. Consequently, all payments on the
Senior Notes will be subject to the credit risk of RBSG and not that of any of our subsidiaries, including RBS plc. Any actual or
anticipated decline in RBSG's credit ratings, changes in the market's view of its creditworthiness or any increase in its credit spreads
charged by the market for taking credit risk are likely to adversely affect the value of the Senior Notes prior to maturity.

Our credit ratings are an assessment, by each rating agency, of our ability to pay our obligations, including those under the Senior
Notes. Credit ratings are subject to revision, suspension or withdrawal at any time by the assigning rating organization in their sole
discretion. An improvement in our credit ratings will not necessarily increase the value of the Senior Notes and will not reduce market
risk and other investment risks related to the Senior Notes. Credit ratings (i) do not reflect the risk that interest rates may rise, which
may affect the values of the Senior Notes, which accrue interest at a fixed rate, (ii) do not address the price, if any, at which the Senior
Notes may be resold prior to maturity (which may be substantially less than the original offering price of the Senior Notes), and (iii) are
not recommendations to buy, sell or hold the Senior Notes.

The Senior Notes are effectively subordinated to our secured indebtedness and are structurally subordinated to all liabilities
of our subsidiaries.

The Senior Notes are unsecured and will be effectively subordinated to all of our existing and future secured indebtedness to the
extent of the assets securing such indebtedness. The indenture does not restrict our ability to incur additional secured indebtedness in the
future. By reason of such subordination, in the event of our insolvency, bankruptcy, liquidation, reorganization, dissolution or winding
up, our assets will be available to pay the amounts due on the Senior Notes only after all our then existing secured indebtedness has been
paid in full.

S-3
8 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...
9 of 60
9/13/2012 9:30 AM

http://www.sec.gov/Archives/edgar/data/844150/000095010312004758/...

We are a holding company and our subsidiaries, including RBS plc, have no obligations under the Senior Notes. Any payments to
us from our subsidiaries would depend on the earnings and financial condition of our subsidiaries and various business
considerations. Statutory, contractual or other restrictions may also limit our subsidiaries' ability to pay dividends or make
distributions, loans or advances to us. For these reasons, we may not have access to any assets or cash flows of our subsidiaries to make
payments on our Senior Notes. Further, none of our subsidiaries has guaranteed or otherwise become obligated with respect to the
Senior Notes and, as a result, the Senior Notes are structurally subordinated to all liabilities of our subsidiaries, including trade
payables and depositor and policyholder liabilities. Our right to receive assets from any subsidiary of ours upon its insolvency,
bankruptcy, liquidation, reorganization, dissolution or winding up, and the right of a Senior Note holder to participate in those assets, is
structurally subordinated to claims of that subsidiary's creditors. Even if we were a creditor of any of our subsidiaries, our rights as a
creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to
that held by us. As a result, we may not have sufficient assets to pay amounts due on any or all of the Senior Notes then outstanding.

An active trading market may not develop for the Senior Notes.

There is no existing trading market for the Senior Notes. We intend to apply for listing of the Senior Notes on the New York Stock
Exchange. There is, however, no assurance that the Senior Notes will be accepted for listing or remain listed on the New York Stock
Exchange and, if listed, that an active trading market will develop or, if developed, that it will continue. We have been advised by the
Underwriters that the Underwriters intend to make a market in the Senior Notes, but they are not obligated to do so and may discontinue
market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Senior Notes. If an
active trading market does not develop or is not maintained, the market price and liquidity of the Senior Notes may be adversely
affected. In that case, holders of the Senior Notes may not be able to sell Senior Notes at a particular time or may not be able to sell
Senior Notes at a favorable price. The liquidity of any market for the Senior Notes will depend on a number of factors including:

·
the number of holders of the Senior Notes;

·
our ratings published by major credit rating agencies;

·
our financial performance;

·
the market for similar securities;

·
the interest of securities dealers in making a market in the Senior Notes; and

·
prevailing interest rates.

Investors should be aware that the materialization of any of the above risks may adversely affect the value of the Senior Notes.

RECENT DEVELOPMENTS

Please refer to the section entitled "Recent Developments" in our Restated 2011 Annual Report income Note 16 ("Litigation,
investigations and reviews") of our report on Form 6-K dated August 31, 2012 that contains recent developments relating to the Group's
ongoing litigation, investigation and reviews, as well as our report on Form 6-K dated September 10, 2012 relating to the
implementation of the Dutch Scheme, which are incorporated by reference herein.

On September 5, 2012, RBS plc launched cash tenders on certain U.S. dollar, Euro and Sterling denominated senior unsecured
securities issued by RBS plc in order to manage its wholesale funding level and future interest expense with reference to the overall
reduction in its balance sheet, while maintaining a prudent approach to liquidity. The results of the offers are expected to be announced
on or around September 17, 2012.

S-4
10 of 60
9/13/2012 9:30 AM