SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April, 2009
PRUDENTIAL PUBLIC LIMITED COMPANY
(Translation of registrant’s name into English)
LAURENCE POUNTNEY HILL,
LONDON, EC4R 0HH, ENGLAND
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 15, 2009
PRUDENTIAL PUBLIC LIMITED COMPANY
| By: | /s/ Susan Henderson | |
| Susan Henderson | ||
| Deputy Group Secretary |
INDEX
Description
Annual Report 2008
Notice of Annual General Meeting 2009
Form of Proxy AGM 2009
Form of Proxy ADR Holders AGM 2009
Form of Proxy Irish Branch Register AGM 2009
There’s more: heritage momentum transparency strength opportunity innovation focus expertise to Prudential
Annual Report 2008
Financial highlights Our European Embedded Value (EEV) total operating profit was up 17 per cent to £2,961 million, In 2008 we delivered a very strong and Group International Financial Reporting Standards (IFRS) statutory operating profit was
performance in the face of extremely up by 12 per cent to £1,347 million.
challenging economic conditions, Our Group capital and cash position remains demonstrating the soundness and robust with an Insurance Groups Directive (IGD) capital surplus estimated at £1.7 billion.
resilience of our strategy.
Our financial strength, prudent management of capital resources, geographic spread, trusted brands and relentless focus on seizing profitable opportunities in the pre- and post-retirement market has once again proved to be a successful formula, even amid the exceptional economic conditions of 2008.
Key performance indicators
Annual premium equivalent European Embedded Value new business premiums operating profit from long-term business
5% 16%
2008 £3,025m 2008 £2,906m
2007 £2,868m 2007 £2,509m
European Embedded Value International Financial Reporting new business profit Standards operating profit
8% 12%
2008 £1,307m 2008 £1,347m
2007 £1,205m 2007 £1,201m
Present value of new business premiums Holding company cash flow
6% 166%
2008 £22,529m 2008 £54m
2007 £21,308m 2007* £(82)m
External funds under management
9%
2008 £62bn
2007 £69bn
Comparatives at Actual exchange rates (AER) *2007 excludes the sales proceeds from Egg
The directors’ report of 2 There’s more to Prudential
Prudential plc for the year ended 31 December 2008 is 6 Chairman’s statement
set out on pages 1 to 100 10 Group Chief Executive’s report
and on pages 360 to 363, Overview Overview and includes the sections of the Annual Report referred to in these pages.
20 Chief Financial Officer’s overview
34 Risk and capital management: reviewBusiness • Risk oversight reviewBusiness
• Capital management
44 Business unit review:
• Insurance operations: Asia, US, UK
• Asset management: M&G, Asia, US
69 Other corporate information
74 Corporate responsibility review
80 Board of directors
83 Governance report:
• Corporate governance
• Risk governance
Governance • Corporate responsibility governance Governance
99 Additional disclosures
100 Index to principal Directors’ Report disclosures
Directors’ 102 Directors’ remuneration report Directors’ remuneration remuneration report report Financial statements and European Embedded Value (EEV) basis supplementary information
128 Summary of statutory and supplementary International
Financial Financial Reporting Standards (IFRS) basis and EEV Financial statements statements basis results 130 Index to Group financial statements 131 Consolidated income statement 132 Consolidated statement of changes in equity 134 Consolidated balance sheet 136 Consolidated cash flow statement 137 Notes on the Group financial statements 306 Balance sheet of the parent company 307 Notes on the parent company financial statements 316 Statement of directors’ responsibilities in respect of the Annual Report and the financial statements 317 Independent auditor’s report to the members of Prudential plc 318 EEV basis supplementary information 322 Notes on the EEV basis supplementary information 357 Statement of directors’ responsibilities in respect of the EEV basis supplementary information 358 Independent auditor’s report to Prudential plc on the EEV basis supplementary information
360 Risk factors
364 Shareholder information information Additional 366 How to contact us information Additional
1
There’s more to Prudential The Group is structured around four main business units: Prudential Corporation Asia, Jackson National Prudential plc is an international Life Insurance Company, Prudential UK and M&G. retail financial services group with Our operating model enables each of our significant operations in Asia, the US businesses to stay close to their customers within the framework of a consistent, Group-wide global and the UK. Our strategy is to focus approach to managing risk, capital, cash, reputation on the retirement opportunity in and leadership development and succession.
our chosen markets, enabling us to deliver profitable growth.
At a glance
Asia Prudential Corporation Asia is the leading European-based life insurer in Asia by market coverage and number of top five market positions.
We have life and asset management operations in 13 markets covering China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan, Thailand, Vietnam and the United Arab Emirates. Having entered Asia in the 1920s, we have built a unique position from which to realise the unrivalled opportunities in the most dynamic and populous economies in the region.
• 11.5m life business customers
• Over 20,000 employees
Our US business Jackson is one of the most respected life insurance United companies in the US, the world’s biggest retirement savings market. Jackson’s success continues to be driven by its industry-leading distribution model, product innovation and speed to market States providing retirement solutions to customers in the mass and mass-affluent segments.
• 2.8m customers
• Over 3,000 employees (including affiliates)
Prudential UK is a leading provider of retirement solutions and life United assurance focusing on products where we can best capitalise on our longevity experience, trusted brand and financial strength. These include products and services such as annuities, pensions, bonds, as well as protection, equity release and health insurance products.
These products are distributed through direct sales, financial advisers Kingdom and partnerships. We remain the largest annuity provider in the UK, with approximately 1.5 million annuities in payment and one of the market leaders in with-profits products, the corporate pensions market and the emerging equity release market.
• Over 7m customers
• Approximately 3,000 employees
and M&G is our UK and European fund management business, responsible United for £141 billion of investments as at 31 December 2008 on behalf of both internal life and pension funds and external clients. We aim to maximise profitable growth by operating in markets where we have a leading position Europe and competitive advantage including retail fund management, institutional fixed income, pooled life and pension funds, and private finance. Through Kingdom M&G we add value to our Group by generating attractive returns on internal funds as well as growing profits from the management of third-party assets.
These external funds now represent £47 billion of M&G’s total funds under management.
• Approximately 500,000 customers through M&G Investments
• Approximately 1,000 employees
2 Prudential plc Annual Report 2008
Life assurance Asset management
% of Group APE new % of Group new % of Group external funds business premiums business profit under management (FUM) Overview UK Asia UK 21 25 31 Asia 45
57 22
24 Asia US 75 M&G
US
% of Group EEV long- % of Group IFRS Performance highlights term operating profits operating profits*
• Over 11 million life customers in 12 markets
• One of the largest regional networks of agents, 44% 21% numbering 425,000
• Expanded and extended bank distribution agreement with Standard Chartered Bank
• Brand recognition consistently high – outperforming other financial services companies
• Award-winning customer service in China, India, Indonesia and Korea
• Voted most trusted brand in Malaysia, Singapore and Hong Kong (Reader’s Digest Trusted Brands Awards, 2008)
• IRR over 20 per cent in 2008
• Ranked top insurance company for sales support satisfaction in the Financial Research Corporate 20% 25% Adviser Insight Series on Marketing Effectiveness
• Rated as a ‘World Class’ service provider for four successive years by Service Quality Management
• Record total APE retail sales of £596 million – highest level in Jackson’s history
• IRR of 18 per cent in 2008
• Retail sales up 10 per cent against an overall Retail market that declined by 10 per cent (Source: ABI) 36% 36%
• Rated first amongst Life and Pension providers for professional authority, trustworthiness and customers’ choice for retirement needs among 45+ age group (Source: HPI Brand Tracking Research, 2008)
• IRR of 14 per cent in 2008
• 35 per cent of retail funds delivered top-quartile investment performance over three years 18%
• Record profits in 2008 of £228 million, up from £203 million in 2007
• Record gross inflows of £16.2 billion, an increase of 10 per cent on the previous year
• Ranked first for net and gross UK retail sales in the fourth quarter of 2008
• Ranked third for net UK retail sales for the whole of 2008
• Named Global Group of the Year by Investment Week and by TrustNet in 2008, as well as winning the
Lipper Large Group of the Year 2009 * IFRS operating profits based on longer-term investment returns before restructuring costs and other income and expenditure
3
more:heritage
4 Prudential plc Annual Report 2008
Successive generations have looked to Prudential to safeguard their financial security – from industrial workers and their families in Victorian Britain to over 21 million customers worldwide today. Overview During our 160-year history, we have protected the interests of our policyholders and shareholders through a series of external crises, from the sudden downturn in 1857, through two World Wars, to today’s global financial volatility. Our financial strength, heritage, prudence, and relentless focus on our customers’ long-term needs ensure that people continue to turn to our trusted brands to help them plan for today – and tomorrow.
| 5 |
|
Chairman’s statement
‘We are well positioned to continue to Harvey McGrath Group achieve growth in profitable market Chairman share, even in these very challenging market conditions.’
6 Prudential plc Annual Report 2008
I am very pleased to welcome you to Prudential’s Tidjane’s capabilities have been further underlined in 2008 Annual Report, my first as Chairman, and 2009, with his appointment to succeed Mark Tucker as to report a very strong financial performance in Group Chief Executive from 1 October 2009. challenging economic conditions.
Mark has decided to leave Prudential after 25 years with Overview the Company and I would like to thank him for his immense Despite the unprecedented turmoil in the global financial contribution to the Group. As Chief Executive of Prudential markets, 2008 was another successful year for Prudential, Corporation Asia from 1994 to 2003 he established sustaining our consistently strong financial performance over Prudential as the leading international life company in the past four years. Throughout that time, our business has the region. Under his leadership as Group Chief Executive been differentiated from its competitors by our diversified but since 2005 the business has taken maximum advantage selective geographic reach, in particular our involvement in of the opportunities for profitable growth arising from its Asia; our focus on the retirement opportunity; our outstanding diversified geographic spread. Tidjane’s appointment has product expertise; and the strength of the leadership team the full support of the whole Board, and the availability of built under our Group Chief Executive, Mark Tucker. I also such an outstanding internal candidate reflects both the want to acknowledge the outstanding contribution made to strength in depth of our management team and the the Group by my predecessor, Sir David Clementi, over the effectiveness of our succession planning. past six years.
Our strong performance in 2008 was not just about financial We are well positioned to continue to achieve growth in returns. Our founding principles of integrity, security and profitable market share, even in these very challenging market prudence continue to drive our commitment to supporting conditions. Our prudent but proactive risk-based approach the financial health of our customers and the well-being of to capital management has ensured that our position remains the communities in which we operate. During the year, over robust and resilient.
2,200 of our colleagues gave time to projects to improve their Given this performance, the Board has been able to local environment through the Chairman’s Award scheme. recommend a full-year dividend of 18.90 pence per share, At the end of the year, when employees voted for the project an increase of five per cent on 2007. they felt had enjoyed the greatest impact, the winner was the Foundation for Older Persons’ Development in Thailand. Looking forward, we fully expect global economic conditions to remain highly challenging for some time. However, we Promoting financial capability remained at the heart of our remain very well positioned to outperform over the market international Corporate Responsibility programme. Highlights cycle and our confidence is strengthened by the continued included our collaboration with Citizens Advice Bureau in the momentum across our businesses, which confirms that our UK, the ‘Investing in our Future’ seminars in Asia, and our new strategy, operating model and execution are right. Everywhere online retirement planning tools in the US. you look in our Group, there are success stories characterised When my appointment as Chairman was announced in August by growth generated in local markets in the face of tough 2008, I said I was excited at the prospect. Since then, my sense conditions. of anticipation and enthusiasm has grown even stronger. I am These successes not only benefit our individual businesses, energised by the prospects for Prudential, and am confident but our Group as a whole. that we have the right positioning, skills and capabilities to continue to create sustainable value over the economic and During the year we continued to bring new blood into our financial cycle. I would like to thank all our people around senior management team. In March 2008 we announced the the world for playing their full part in this continuing success. appointment of Tidjane Thiam as our new Chief Financial Officer. Tidjane brought with him a richly-deserved reputation for driving performance and value, and we knew his talents and experience were well-suited to help lead Prudential in the next stage of its development.
Harvey McGrath
Chairman
Full year dividend per share
5%
2008 18.90p
2007 18.00p
7
more:momentum
8 Prudential plc Annual Report 2008
All our businesses are well positioned to take advantage of the biggest demographic wave in history as people move out of the workforce and into retirement. To harness the power of this wave Overview we have a clear and consistent retirement-led strategy with the right focus on the main growth regions, importantly Asia, and a relentless focus on the most profitable product lines.
This focus, combined with our distribution capability, trusted brands and flexibility to commit capital to the right products and markets will ensure we will continue to deliver profitable growth in the short and long-term.
Group Chief Executive’s report
‘As well as reaffirming our strategy, these Mark Tucker
Group results also reflect the operational expertise Group Chief Executive and excellence that our operating divisions around the world bring to bear, and fully justify our commitment to nurturing the financial strength of the Group through prudent management of capital resources.’
10 Prudential plc Annual Report 2008
I am pleased to report that Prudential delivered On the statutory International Financial Reporting Standards a strong performance in all its businesses in 2008, (IFRS) basis, operating profit before tax from continuing and maintained a healthy capital position despite operations increased by 12 per cent to £1,347 million. As a the banking liquidity crisis in mid-year and the result, our IFRS operating profit before tax has now grown at Overview onset of the most severe worldwide recession a compound annual rate of 21 per cent since the end of 2004. in more than a generation.
Operating profit in the Group’s asset management operations increased by £11 million to £345 million in very difficult trading This achievement once again demonstrated the soundness conditions in all markets. Net inflows at M&G were £3.4 billion of the strategy the Group has followed in recent years. and our asset management business in Asia recorded net Our selective spreading of geographic risk across different inflows of £0.9 billion. continents and types of economy, our focus on the most profitable opportunities in the pre- and post-retirement Equally important, our Group capital position remains robust. sector in each of our chosen markets, and our resolute refusal Using the regulatory measure of the Insurance Groups to pursue sales volume targets at the expense of profit have Directive (IGD), the Group’s capital surplus was estimated at once again proved their worth. We have said in the past that £1.7 billion with a solvency ratio of 162 per cent. Through an this is a formula for outperformance, and this has held true innovative transaction we have been allowed by the regulator amid the particularly testing conditions of recent months. to include £0.3 billion of the shareholders’ economic interest in the future transfers from the UK With-Profits Fund, which As well as reaffirming our strategy, these results also reflect in total was worth £1.7 billion at 31 December 2008. Going the operational expertise and excellence that our operating forward, there is the opportunity to develop similar transactions divisions around the world bring to bear, and fully justify our which may allow us to access more of the residual £1.4 billion commitment to nurturing the financial strength of the Group if required. through prudent management of capital resources.
Our IGD position will be further strengthened during 2009 Before describing our performance for 2008 in detail, I by around £0.8 billion on completion of the transfer of the would like to make a brief comment on my decision to leave agency back-book business in Taiwan, a transaction that Prudential at the end of September 2009 after four and a half we announced on 20 February 2009. years as Group Chief Executive and a total of 25 years with the Group. This was not an easy decision, but I believe the In addition to this strong capital position, the total credit Group’s continued progress in 2008 confirms the success reserve for the UK annuity shareholder business is £1.4 billion. of the measures taken over the last four years to strengthen We also retain significant flexibility and capacity for other the Group’s financial and strategic positioning, and having management actions to improve and protect our position achieved this the time seems opportune to step aside so still further, were the need to arise. that the Board can entrust the next stage of the Group’s development to a successor with a full term ahead of him. Taking all these factors into account alongside our proactive approach to risk management, we are confident that our I am deeply proud of what the team here has achieved under Group remains resilient to any further deterioration in market my leadership, and am also deeply impressed by the quality conditions across all asset classes. of my successor, our current Chief Financial Officer, Tidjane Thiam. Going forward, I know Tidjane will do an outstanding Our cash flow position has been improving over a number of job as Group Chief Executive. years, and in 2008 we achieved our target of being operating cash flow positive at the Group level, with a cash surplus of
Group performance £54 million. Turning to our performance during 2008, our Group operating
Given this robust financial position, the Board has profit before tax from continuing operations, on the European recommended a final dividend of 12.91 pence per share, Embedded Value (EEV) basis, rose to £2,961 million, an bringing the full-year dividend to 18.90 pence per share, an increase of 17 per cent. This means our EEV operating profit increase of five per cent. The dividend is covered 2.24 times before tax has grown at a compound annual rate of 25 per cent by post-tax IFRS operating profit from continuing operations. since the end of 2004. The Group’s return on embedded value was 15.0 per cent (2007: 15.4 per cent).
EEV operating profit from IFRS operating profit from continuing operations before tax £m continuing operations before tax £m
17% 12%
8 £2,961m 2008 £1,347m
2007 £2,530m 2007 £1,201m
11
Group Chief Executive’s report continued
Our strategy The Group’s particularly strong association with the Asian The Group’s overriding objective remains the generation region, which has been our primary focus for investment and of sustainable value for our shareholders, resulting from expansion in recent years, has also been vindicated by recent sound strategic positioning to capture long-term growth events. Of course, Asian markets did feel the impact of the opportunities in the pre- and post-retirement market, global financial turmoil in mid-2008, and the region’s economic combined with a focused approach to delivering the optimal performance has undoubtedly suffered as a consequence of level of capital-efficient profitable growth in the short and the downturn in Western markets for its goods. Nevertheless, medium term. Asia was the only region worldwide to record high single-digit economic growth in 2008. Going forward, we believe that The bedrock of our strategy is to be both highly international Asia’s fundamentals of continued economic growth, increasing and very selective. We look to maintain an internationally mass affluence and shifting demographics will continue to be diverse portfolio of businesses, embracing countries that powerful drivers of profitable growth in the future. In line with are at different stages of economic development but which our stated strategy to review acquisition opportunities, we did all share one key attribute: the opportunity for us to build look at AIA’s assets in Asia. Following careful consideration a market-leading operation with prospects for sustainable against our strict financial criteria and our strategic objectives, long-term profitable growth and a superior rate of return on we decided not to proceed with an offer for any of these assets. capital. In every market we choose to enter, we also benefit from an operating model that enables each of our businesses The US remains the largest retirement market in the world, to stay close to its customers and their needs when formulating validating our strategy to position Jackson to meet the pre- product and distribution strategies, while taking a consistent, and post-retirement needs of the baby-boomer generation. disciplined Group-wide global approach to managing risk, As in the UK, the retirement and near-retirement population capital and cash. will represent the fastest growing segment of the market in the US over the next decade.
Within this proven framework, we maintain a strong and consistent focus on the retirement savings, income and Overall we believe that our strategy, and the consistency with protection sectors. This has many different facets, ranging which we execute it, are the core factors that differentiate us from providing regular savings products that accumulate from our peers. funds for retirement, through healthcare protection at all ages, to helping those entering or already in retirement to Product and distribution strategy organise their finances so as to secure an efficient retirement In all our operations, our aim is to have a suite of products income. As demographic and welfare trends worldwide that delivers good value and meets customers’ needs without continue to reinforce the need for personal savings to provide being unduly capital intensive or leaving the Group overly income in retirement, and as the ‘baby-boomer’ generation exposed to the economic cycle. While we would not claim in the Western world makes the transition from employment to be recession-proof, we have shown that we are recession-into retirement, our strong presence, assets and capabilities resistant. The need to fund retirement savings and provide in the sector will position us to capture a disproportionate for income in retirement is not going to go away – and this share of this growing profit pool over the coming years. makes our revenue streams highly resilient, even though at different points in the cycle customers may prefer to achieve their goals through different products and investment options.
Market dynamics
People are living longer More active retirement
People want to retire at an earlier age Need for more long-term savings Underestimating savings required for retirement Need for income and protection Increased cost of long-term care in retirement Reduction and withdrawal of state pension benefits Protection of purchasing power
12 Prudential plc Annual Report 2008
In Asia, we continued to benefit in 2008 from our focus Our operating model also enables us to be flexible in on regular premium products, as sales of single premium distribution, identifying and developing the specific products suffered amid the market dislocation experienced distribution mix that will create the optimal value in each in the second half of the year. In addition, the breadth of our market. In Asia, for example, we are unique in that we have Overview offering enabled us to refocus our energies on higher-margin developed both the largest regional network of tied agents health and protection products, and also on with-profits for and also excellent partnerships with Standard Chartered and the more cautious investor. many other banks across the region. In the United States, our highly successful distribution model focuses on our industry In the US, the prevailing economic uncertainty and equity leading wholesaler teams, who offer genuine added-value market volatility had a negative impact on variable annuity to the independent financial advisor channel while also sales in 2008. However, fixed annuity product sales increased distributing products through Regional Broker Dealers and as customers became more risk averse. Jackson’s strength banks. In the UK, we have a diverse multi-channel approach across the annuity product range enabled us to anticipate including direct sales, financial advisers and partnerships. this change and meet shifting demand. We executed this change while maintaining our disciplined approach to In asset management, our businesses achieve similar flexibility pricing, despite intense price pressures in the variable through a multi-channel, multi-geography distribution annuity market. Our successful hedging of variable annuity approach in both the retail and institutional marketplaces. guarantees meant our equity hedging gains more than A further manifestation of our flexibility is our portfolio of offset the drop in equity markets during the year. valuable, market-leading brands. Brands create value through During 2008, Prudential’s UK Insurance Operations benefited their relationship and resonance with customers. Whether you from our strength in the individual annuity market, supported look at Prudential, Jackson, M&G or any of our other brands, by a significant flow from internal vesting pensions and each has a clear personality and values that helps us build and continuing high conversion rates. sustain customer loyalty and trust. The benefits of this trust were especially apparent in 2008, when the collapse in At the same time, with consumers seeking greater security consumer confidence in the financial services sector saw and stability amid unprecedented market volatility, the financial us benefit from a concerted ‘flight to quality’. strength of our with-profit funds and our long-term investment performance, proved to be further advantages. We remain
Risk and capital management a market leader in both individual annuities and with-profits,
The events of 2008 have put the balance sheets and capital as well as in the corporate pensions market and the emerging positions of all insurance companies under close scrutiny. equity release market.
Few anticipated the depth of the banking crisis or the speed of Across our asset management businesses we have broad onset of recession in the western economies. But at Prudential multi-asset capabilities covering all asset classes. Once again, we entered 2008 in a generally defensive mode in expectation these enable us to tailor our offerings to changing market of a general downturn in the economic outlook – and this conditions and customer preferences. M&G’s investment certainly stood us in good stead as events unfolded. performance and distribution strength were key drivers Despite the downturn,
the capital position of the Group behind M&G’s robust profits, net sales performance and remained strong in 2008, in the face of a testing combination clear relative outperformance. of highly volatile and declining equity markets, falling interest We are also maintaining our proud track record of innovation rates, widening spreads on corporate bonds, and rapidly in product design. In the UK in 2008 we introduced an deteriorating credit conditions. Our defensive stance on income drawdown product and enhanced lifestyle pricing credit exposure in particular served us well – as did the for annuities. And we continued to build on our success in the comprehensive equity hedging strategies that we had put with-profits sector by extending our multi-asset capabilities in place in the US to protect against product guarantees. across additional product structures. In Asia we continue to build our health and protection product range, and have enjoyed great success in developing Shariah-compliant products in both Indonesia and Malaysia.
Projection of population aged 55+ (million)
Asia United States United Kingdom
Asian households are changing rapidly: they As 78 million baby-boomers move in to The retirement and near-retirement are becoming wealthier, smaller and older, retirement age, their assets will shift from population will represent the fastest-growing with a growing need for financial solutions. asset accumulation to income distribution. segments of the market over the next 10 years.
2025 816m 2025 109m 2025 24m
2020 714m 2020 101m 2020 23m 2015 615m 2015 91m 2015 21m 2010 535m 2010 80m 2010 19m 2005 452m 2005 70m 2005 18m
13
Group Chief Executive’s report continued
2008 Priorities
Given the crisis in the global banking industry in 2008, it is • Group holding company operating cash worth restating the fundamental differences between life flow positive in 2008 insurers and banks – a distinction that extends to the two Group
• Maintain robust capital position industries’ business models, capital ratios and regulatory • Deliver growing dividend, determined after needs. Insurers do not borrow short and lend long, do not taking into account the Group’s financial give out credit, are structurally long in terms of liquidity, and flexibility and opportunities to invest in are much better able to hold assets to maturity without risk areas of business offering attractive returns of forced selling at depressed prices.
• Targeting 2 times cover over time
Equally important, at Prudential effective capital and risk management are central to our approach to managing the Group. We took to heart the lessons from the last downturn in 2002 and 2003, and responded by improving our skills base, • Expand the agency force and continue reducing concentration levels, and managing our exposures Asia to improve productivity prudently, but proactively. These measures paid off in 2008. • Maximise the potential from non-agency distribution and add new partners
During the year we also took the decision not to proceed with • Further develop direct marketing channels the reattribution of the inherited estate in the UK With-Profits Sub-Fund of Prudential Assurance Company. This decision and up-sell and cross-sell was taken after an exhaustive review of the potential benefits • Increase focus on retirement services and disadvantages of such a move for policyholders and and health products shareholders, the conclusion from which was that it would be in their best long-term interests to maintain the strength and stability inherent in the status quo. This cautious approach on behalf of policyholders and investors was supported at the • Continue to innovate around our key variable annuity product time by most market commentators, and has been amply vindicated by subsequent events. United • Enhance further our already world-class service model
We also remain comfortable with the Group’s liquidity position
States • Expand retail distribution at both holding and subsidiary company level. The holding company has significant internal sources of liquidity. As well as cash and near-cash assets of £1.2 billion – more than sufficient to meet all our requirements for the foreseeable future – the Group also has in place £2.1 billion of undrawn committed banking facilities.
One result of our consistently cautious capital and cash • Build on our strengths in the retirement management strategy is our ability to maintain our conservative market and risk products dividend policy, as reflected in the dividend announced with United • Migrate to factory gate cautiously these results. Going forward, our Board will continue to focus managed asset accumulation products on delivering a growing dividend, the size of which will of
• Deliver on the cost reduction programme course continue to reflect the Board’s view at the time of the including the outsource programme Group’s financial position and needs, including available Kingdom
• Selectively participate in the wholesale opportunities for profitable investment. The Board believes market that, in the medium term, a dividend cover of around two times • Determine whether it is in the is appropriate to maintain a progressive, though conservative, dividend policy. best interests of policyholders and shareholders to pursue a reattribution of the inherited estate
• Maintain superior investment Asset performance for both internal and external funds
• Extend third-party retail and management institutional business
14 Prudential plc Annual Report 2008
2008 Achievements
• Operating cash flow was positive £54 million in 2008 • Full Year dividend increased by five per cent
• Through prudent and proactive management the Group’s • Dividend cover of 2.24 times Insurance Groups Directive (IGD) surplus is estimated at £1.7 billion
• The surplus will increase by approximately £0.8 billion on completion of disposal of the Group’s agency business in Taiwan
• Increased average number of agents in the region to • Continued to develop and launch new retirement 425,000 with the largest increases in Indonesia up orientated products. For example in Korea and Malaysia 43 per cent to 57,000 and India up 21 per cent to 287,000. variable annuity products were launched that provide Aside from Thailand, all operations grew their agency forces a guaranteed minimum income on retirement
• Successful bank distribution agreement with Standard • Health products have been incorporated into agency
Chartered Bank (SCB) was expanded and extended. incentive programmes, a standalone health care product was Prudential now works with SCB in nine markets1 and is launched into the SCB channel with simplified underwriting now exploring more opportunities for protection and and eye-catching media campaigns to capture direct business Takaful products and provide leads for other channels
1 Hong Kong, Singapore, Malaysia, Taiwan, Japan, Korea, Thailand, China, Vietnam
• We introduced three new guaranteed minimum • Retained and strengthened distribution relationships by withdrawal benefits (GMWB) and eight new portfolio providing the resources, guidance and services, advisers investment options need most during difficult times
• Implementation of dedicated, premier service teams • Curian Capital, added such a large volume of new selling resulted in overwhelmingly positive feedback from key agreements during 2008 that we needed to expand its producers wholesaling force, which was already the largest in the managed accounts business
• Jackson recognised as World Class service provider by the Service Quality Management in its latest benchmarking study of North American contact centres
• We maintained our leadership position in the individual • The agreement with Capita to outsource a large proportion annuity market in 2008 with a market share of 24 per cent. of our policy administration began in April 2008 and we are During the year, we introduced lifestyle pricing and on track to deliver the targeted £195 million of cost savings launched a new enhanced annuity product. We grew our from the end of 2010 lifetime mortgage market share to 23 per cent and the
• The transactions completed included the bulk annuity PruHealth joint venture continues to develop strongly. buy-in agreements with Goldman Sachs for the reinsurance With-profits bond sales were particularly strong in 2008, of APE £30 million of Rothesay Life’s non-profit annuity reflecting the strength of our with-profits offering and an business and with the Trustee of the Cable & Wireless increasing demand for this type of product as consumers Superannuation Fund for the reinsurance of APE £106 increasingly look to protect themselves from market million of liabilities relating to the scheme’s pensioners in downturns payment. Our new business margin on our Wholesale bulk
• We launched PruFund as a fund link, making it available annuity and insurer backbook business was 32 per cent across a range of tax wrappers including our factory gate
• After extensive assessment, we concluded that maintaining products – individual pensions, income drawdown, onshore the current operating model for the With-Profits Sub-Fund and offshore bonds. In addition, we launched PruSelect, an was in the best long-term interest extended range of unit-linked funds across the pensions of both our current and future policyholders as well and investments products to complement as our shareholders. We announced in June 2008 that our in-house multi-asset fund range, and these have we would not be proceeding with a reattribution of helped us grow our market share across all these product the inherited estate sets. We have also gained over 40 new distribution panels with 15 key accounts, enabling us to distribute our factory gate products more widely with intermediaries
• M&G had a very strong year in 2008 posting record gross • Over the three years to December 2008, 35 per cent fund inflows of £16.2 billion, an increase of 10 per cent of M&G’s retail funds delivered top-quartile investment on 2007 performance
• Net inflows of £3.4 billion compared with net outflows of †334 billion across the European asset management industry and £2.1 billion net outflows from UK asset managers across retail and institutional funds
15
Group Chief Executive’s report continued
2009 Priorities
• Balancing growth with cash and Investing for the future capital generation Amid all the turmoil in the global markets, it is imperative Group • Effectively manage the Group’s that we continue to invest for the future to ensure we are risk profile positioned to accelerate out of the economic slowdown and maintain our record of outperformance.
• Deliver growing dividend, determined after taking into account the Group’s Key to this will be our ability to prepare for, identify and financial flexibility and opportunities capture emerging growth opportunities. With this in mind, to invest in areas of business offering in 2008 we continued to reinforce the already strong positions attractive returns
• Targeting 2 times cover over time of our businesses in our chosen markets – and these efforts have continued into 2009, with a particular focus on recruiting the best talent.
• Expand the agency force and
Asia continue to improve productivity Improving the efficiency of our operations remains an ongoing objective. As announced in our 2007 full-year results, the first
• Maximise the potential from non-agency distribution and add phase of our UK cost reduction programme delivered savings new partners of £115 million per annum. The agreement with Capita, which commenced in April 2008, will ultimately deliver a further
• Further develop direct marketing channels and up-sell and cross-sell £60 million per annum of savings and will enable our UK business to achieve its total cost savings target of £195 million
• Increase focus on retirement services by the end of 2010. In the US we are already a market leader and health products in terms of operational efficiency and have service levels that are externally acknowledged as world class. We will continue to invest in maintaining and extending this leadership through
• Capital conservation further systems simplification, enabling us to stay ahead of
• Continue to focus on improving the competition.
United efficiency of operation
Outlook
States It is clear that 2009 will be a challenging year. Indeed, there is an increasing likelihood that in some parts of the world recession will continue into 2010. However, the global economy will ultimately rebound – albeit at different times and different speeds in different markets.
Given the uncertainty in the operating environment we have taken a prudent approach to our plans for 2009. This means
• Build on our strengths in the retirement focusing on balancing new business with cash generation, income and savings market United • Strengthen our distribution capabilities and making it our absolute priority to ensure that our balance sheet and capital position remain robust. At the same time,
• Deliver improvement in operational we will continue to position our businesses to take advantage performance and customer service of any improvement in market conditions.
Kingdom whilst preserving our focus on costs It is my firm belief that this cautious but proactive strategy
• Selectively participate in the will allow us both to continue to outperform over the wholesale market
• Make the most of our core capabilities economic cycle. and assets including our longevity experience, multi-asset investment expertise, brand, financial strength and large customer base
Mark Tucker
Group Chief Executive
• Maintain superior investment Asset performance for both internal and external funds
• Extend third-party retail and management institutional business
16 Prudential plc Annual Report 2008
20 Chief Financial Officer’s overview
34 Risk and capital management: review Business • Risk oversight review Business
• Capital management
44 Business unit review:
• Insurance operations: Asia, US, UK
• Asset management: M&G, Asia, US
69 Other corporate information
74 Corporate responsibility review
17
more:transparency
18 Prudential plc Annual Report 2008
We are committed to transparent and open dialogue that increases clarity and understanding about our business. This is why we continue to place a high priority on our ongoing drive towards greater disclosure to ensure shareholders and policyholders have a complete understanding of our business. review Business
Chief Financial Officer’s overview
‘In 2009, we will focus on balancing new Tidjane Thiam Group business with cash generation and capital Chief Financial Officer preservation. We will continue, in a volatile environment, to manage risk in a prudent but proactive manner.’
20 Prudential plc Annual Report 2008
Prudential achieved a strong performance in 2008, During 2008, our continued and targeted investment in despite extremely challenging global economic and areas that deliver profitable growth enabled us to improve financial markets. The results, as summarised below, our operating performance on both an European Embedded show that we have delivered solid growth in sales Value (EEV) and IFRS basis. and operating profits, maintained a robust capital
Group operating profit before tax from continuing operations position, and met the target we set ourselves of on the EEV basis increased by 17 per cent to £3.0 billion. generating a positive Group holding company
This was largely driven by a 23 per cent increase in in-force cash flow in 2008. profit from £1.3 billion to £1.6 billion and an eight per cent increase in new business profit from £1.2 billion to £1.3 billion. We have also continued to act on our commitment to increased review After tax and minority interest the Group saw a loss for the transparency, by giving additional disclosures on International Business Financial Reporting Standard (IFRS) basis results and free period of £1.3 billion. This was driven primarily by short-term fluctuations of £5.1 billion. Insurance companies hold a large surplus generation. number of assets over the long term, the value of which will We expect markets to remain challenging for some while. vary over time, therefore negative and positive fluctuations However, our long-term growth and profitability potential are to be expected. remains intact and we are well positioned to take advantage On the statutory IFRS basis our operating profit increased by of the opportunities existing in the pre and post-retirement 12 per cent to £ 1.3 billion. A particularly significant factor in market in our chosen geographies. In 2009, we will focus this increase was a rise of 70 per cent in our Asia IFRS operating on balancing new business with cash generation and capital profit. After tax and minority interest the Group saw a loss of preservation. We will continue, in a volatile environment, £396 million largely driven by short-term fluctuations. As with to manage risk in a prudent but proactive manner.
EEV reporting, positive and negative short-term fluctuations are expected in an insurance company.
Performance and key metrics
AER 4/8 CER4/8
2008 2007 Change 2007 Change
£m £m % £m %
Annual premium equivalent (APE) sales 3,025 2,868 5 3,003 1 Present value of new business premiums (PVNBP) 22,529 21,308 6 22,348 1 New business profit (NBP) 1,307 1,205 8 1,278 2 NBP margin (% APE) 43% 42% 43% NBP margin (% PVNBP) 5.8% 5.7% 5.7% Net investment flows 4,266 7,975 (47) 8,474 (50) External funds under management 62,279 68,669 (9) 74,523 (16) EEV basis operating profit on long-term business from continuing operationsnotes 1,2 2,906 2,509 16 2,651 10 Total EEV basis operating profit from continuing operationsnotes 2,5 2,961 2,530 17 2,676 11 EEV basis shareholders’ funds 14,956 14,600 2 16,447 (9) Return on Embedded Valuenote 6 15.0% 15.4% Total IFRS operating profit from continuing operationsnotes 3,5 1,347 1,201 12 1,262 7 IFRS shareholders’ funds 5,058 6,062 (17) 6,765 (25) Holding company cash flownote 7 54 (82) 166 (82) 166 IGD capital surplus (as adjusted*) (£bn) 1.7 1.9 (11) 1.9 (11)
* IGD before allowing for final dividend estimated at £1.7 billion (£1.4 billion at 31 December 2008 and in addition £0.3 billion subsequently allowed by the FSA). 2007 IGD surplus was £1.9 billion.
Notes
1 Long-term business profits after deducting Asia development expenses and before restructuring costs.
2 Based on longer-term investment returns from continuing operations. Operating profit is stated excluding the effect of short-term fluctuations in investment returns against the long-term assumptions, the effect of changes in economic assumptions and changes in the time value of cost of options and guarantees arising from changes in economic factors, actuarial gains and losses on defined benefit schemes and the mark to market value movements on borrowings.
3 Based on longer-term investment returns from continuing operations. Operating profit is stated excluding the effect of short-term fluctuations in investment returns against the long-term assumptions, and the shareholder’s share of actuarial gains and losses on defined benefit schemes.
4 Actual exchange rate (AER) and Constant exchange rate (CER).
5 The comparative results for 2007 have been adjusted for the effects of adoption of the principles of IFRIC 14 as described in notes 20 and I1 of the EEV supplementary information and IFRS financial statements.
6 Return on Embedded value is based on EEV operating profit from continuing operations after tax and minority interests as a percentage of opening embedded value (shareholder’s funds on a EEV basis).
7 Prior Year excludes sale proceeds from Egg.
8 The 2007 comparative for new business sales and premiums have been adjusted to reflect the inclusion of sales for the Group’s UK health insurance joint venture operation, PruHealth. The presentation of the operating profit for 2007 has been adjusted to allocate £10 million of profit from the result of new to in-force business to prevent distortion to the published new business margin, so as to reflect consistently in the 2008 and 2007 results the 50 per cent economic interest in the Group’s China joint venture.
In the Business Review (BR), year-on-year comparisons of financial performance are on a Actual exchange rate (AER) basis, unless otherwise stated.
21
Chief Financial Officer’s overview continued
In the extremely volatile environment we have experienced In addition to this strong capital position, the total credit in 2008, we have maintained a strong focus on risk, capital and reserve for the UK shareholder annuity funds stood at cash management. We achieved our target of being cash flow £1.4 billion at the end of the year. We increased this credit positive in 2008 at the holding company level, with a cash reserve by £0.8 billion in 2008, and it is now equivalent to surplus of £54 million. 80bps per annum over the lifetime of the assets. This reserve would allow us to withstand a recurrence of the average Risk and capital Moody’s default experience during the Great Depression, Our capital position is strong, driven by our conservative risk occurring every year for the remaining life of the book. and capital management. Our Insurance Groups Directive These factors, combined with the Group’s strong underlying (IGD) capital surplus is estimated at £1.7 billion before earnings capacity, our established hedging programmes and allowing for the 2008 final dividend, giving a solvency ratio additional areas of financial flexibility, position the Group to of 162 per cent. This total is composed of our IGD surplus at withstand significant further deteriorations in market
31 December 2008, estimated at £1.4 billion; together with an conditions should they occur. additional £0.3 billion that the FSA has subsequently allowed us to include in our IGD surplus going forward as a result of • An instantaneous further 40 per cent fall in equity markets an innovative structure we have developed. Our IGD capital from 31 December 2008 levels would reduce the IGD surplus on a consistent basis (i.e. before allowing for a surplus by £350 million dividend) was £1.9 billion at the end of 2007 and £1.4 billion • A 150bps reduction in interest rates from 31 December 2008 at the end of the third quarter of 2008. would reduce the IGD surplus by £300 million (the effect would be less following the completion of the sale of our The £0.3 billion of additional IGD capital reflects our ability to Taiwan legacy agency book) realise a portion of the shareholders’ economic interest in the
• Credit defaults of 10 times the expected level would have an future transfers from the UK with-profits fund, which in total impact of £500 million in excess of the annual reserve release. was worth £1.7 billion at 31 December 2008. Going forward, we have an opportunity to develop similar transactions, The global debt markets have experienced unprecedented which may allow us to access more of the residual £1.4 billion conditions in 2008, with illiquidity and credit spreads reaching if required. all-time highs. Our debt portfolio on an IFRS basis was approximately £95 billion at 31 December 2008. Total defaults The reported results for 2008 include the results of the agency experienced for shareholder backed business on the book in distribution business in Taiwan. However, on 20 February 2009 2008 were £174 million (0.4 per cent of the portfolio). we entered into an agreement to transfer the assets and liabilities of this business to China Life Insurance Company Our main area of shareholder credit risk exposure is within (Taiwan) pending regulatory approval. The business to be Jackson. As at 31 December 2008, Jackson’s fixed income transferred includes Prudential’s legacy interest rate products portfolio was approximately £24 billion, of which 93 per cent in Taiwan, and the agreement is significantly value enhancing was investment grade and seven per cent high yield. Total for the Group. On completion the transfer will give rise to defaults and impairment charges were £624 million in 2008, a net increase in the Group’s IGD surplus of approximately of which £78 million was in respect of default experience, £0.8 billion, further strengthening our already robust capital £419 million in respect of impairment charges, and the position. Embedded value will increase by approximately remaining £127 million reflecting losses incurred on the £90 million after restructuring costs. sale of assets.
22 Prudential plc Annual Report 2008
Given the movement in spreads observed in the US, unrealised Operating profit from the asset management business rose losses for the year were £3.2 billion. It should be noted that we to £345 million, up three per cent from £334 million in 2007, apply a policy of holding assets to maturity, which in economic reflecting a very strong performance from M&G despite the terms limits the impact of current price levels. market volatility experienced in the second half of 2008. Our strategy, focused on the pre and post-retirement market Other income and expenditure totalled a net expense of in Asia, the US and the UK, our distribution expertise, our £302 million compared with £297 million in 2007. This result product strength, our prudent but proactive risk management primarily consists of interest payable on core structural are key competitive advantages in a challenging environment. borrowings of £172 million (2007: £168 million), Group Head
We have defined our plans and growth ambitions so as to be Office costs of £130 million (2007: £129 million) and Asia review able to generate cash and conserve capital. This will position Regional Head Office costs of £41 million (2007: £38 million), Business us well to take advantage of any improvement in market offset by investment return and other income of £47 million conditions whenever, and wherever they occur. (2007: £49 million). Investment return income includes a one-off profit of £47 million crystallised on the sale of a seed EEV results capital investment in an Indian mutual fund, partly offset by Prudential plc is the holding company of Prudential Group. lower interest income.
The principal activity of our subsidiary operations is the
Restructuring costs of £32 million (2007: £20 million) provision of financial services to individuals and businesses comprised £28 million (2007: £19 million) recognised on in Asia, the US and UK. The principal subsidiaries are listed an IFRS basis, and an additional £4 million (2007: £1 million) in note 16 on page 301. recognised on the EEV basis for the shareholders’ share of In 2008, Prudential Group’s total EEV basis operating profit costs incurred by the PAC with-profits fund. from continuing operations based on longer-term investment In our calculation of EEV operating profit, we use returns was £2,961 million, up 17 per cent from 2007. longer-term investment return assumptions rather than the During the year, the Group generated long-term profits actual investment returns achieved. Short-term fluctuations of £2,906 million, comprising new business profits of in investment returns represent the difference between the £1,307 million (2007: £1,205 million), in-force profits of actual investment return and the unwind of discount on the £1,625 million (2007: £1,319 million) and Asia development value of in-force and expected returns on net worth. Group costs of £26 million (2007: £15 million). New business profit short-term investment fluctuations were negative £5,127 from insurance business, at £1,307 million, was eight per cent million in 2008, compared to positive £174 million in 2007. higher than in 2007, reflecting a resilient sales performance In our Asian business, short-term investment fluctuations in in Asia and sales in the US and UK broadly in line with the investment returns were negative £1,063 million, compared previous year. The average Group new business profit margin to positive £226 million in 2007. This sharp change reflects the was 43 per cent (2007: 42 per cent) on an APE basis and lower-than-expected returns achieved in most territories and 5.8 per cent (2007: 5.7 per cent) on a PVNBP basis. This rise significantly higher volatility in investment markets. The main reflects an increase in the average margin in Asia, partly offset negative contributors in absolute amounts were our businesses by a
slight decline in the average US and UK margin. In-force in Hong Kong, Singapore and Taiwan. profit increased by 23 per cent on 2007 to £1,625 million.
In aggregate, net assumption changes had an impact of £118 million positive, and experience variances and other items were £271 million positive.
EEV basis operating profit from continuing operations
AER 4/8 CER4/8
2008 2007 Change 2007 Change
£m £m % £m %
Insurance business:
Asia 1,309 1,042 26 1,135 15 US 586 627 (7) 678 (14) UK 1,037 855 21 855 21 Development expenses (26) (15) (73) (17) (53)
Long-term business profit 2,906 2,509 16 2,651 10
UK general insurance commission 44 4 4 Asset management business:
M&G 286 254 13 254 13 Asia asset management 52 72 (28) 78 (33) Curian (3) (5) 40 (5) 44 US broker-dealer and asset management 10 13 (23) 14 (29) 345 334 3 341 1 Other income and expenditure (302) (297) (2) (300) (1)
Total EEV basis operating profit from continuing operations 2,993 2,550 17 2,696 11
Restructuring costs (32) (20) (60) (20) (60)
Total EEV basis operating profit from continuing operations after restructuring costs 2,961 2,530 17 2,676 11
Notes
See page 21.
Chief Financial Officer’s overview continued
In our US business, short-term fluctuations in investment In our Asian business, economic assumption changes were returns were negative £1,344 million, primarily consisting of: negative £34 million. This mainly comprises a negative charge a negative £412 million resulting from the difference between in Taiwan of £239 million as a result of extending the phased the actual investment returns included in operating profit in bond yield progression period out by five years from respect of fixed income securities and the assumed long-term 31 December 2013 to 31 December 2018, offset by the investment return; a negative £733 million resulting from the positive changes in other territories, mainly reflecting the capitalisation changes in the expectations of future profitability reduction in risk discount rates. on variable annuity business in force, due to the return on the In our US business, economic assumption changes were actual variable investment account (‘separate account’) being positive £267 million. These primarily reflected a reduction in lower than the long-term return reported within operating the risk discount rates following a reduction in the US 10-year profit, offset by the impact of the associated hedging position; Treasury rate, partially offset by a reduction in the separate and a negative £199 million resulting from the difference account return assumption. between the actual investment returns and the longer-term returns included within operating profit relating to equity-type In our UK business, economic assumption changes were investments and other items. negative £783 million, primarily reflecting the net effect of changes to the assumed fund earned rate and the risk discount In our UK business, the short-term fluctuations in investment rate due to the reduction in gilt rates. The impact of these returns were negative £2,407 million. This figure primarily effects on with-profits business is negative £466 million. The reflects the difference between the actual investment return economic assumption changes relating to the shareholder of negative 19.7 per cent for the with-profits life fund and the annuity business is negative £317 million. long-term assumed return of positive 6.6 per cent. Short-term fluctuations on the shareholder-backed annuity business of The mark-to-market movement on core borrowings was a negative £213 million represent negative investment return on positive £656 million. This reflected a reduction in fair value surplus assets and default experience. Short-term fluctuations of core borrowings, as the decrease in interest rates was on the unit linked business of negative £111 million represent more than offset by the widening of the credit spread, thereby the capitalised reduction in future fees arising from the fall in increasing overall market yields on comparable debt securities. market values experienced during the year.
The effective tax rate at an operating tax level was 26 per cent The actuarial loss of £15 million (2007: loss of £5 million) (2007: 27 per cent), generally reflecting the expected tax rates. included in total profit reflects the shareholders’ share of The effective tax rate at a total EEV level was 37 per cent (2007: actuarial gains and losses on the Group’s defined benefit 25 per cent) on a loss of £2,106 million, primarily reflecting that pension schemes. there is no deferred tax charge associated with the mark to market value movement on core borrowings.
EEV basis profit after tax and minority interests (AER)
2008 £m 2007 £m Change %
Total EEV basis operating profit from continuing operations after restructuring costs 2,961 2,530 17 Short-term fluctuations in investment returns: (5,127) 174 Asia (1,063) 226 US (1,344) (9) UK (2,407) (42) Other (313) (1) Actuarial gains and losses on defined benefit pension schemes: (15) (5) Effect of change in economic assumptions: (550) 748 Asia (34) 201 US 267 81 UK (783) 466 Effect of change in time value of cost of options and guarantees: (31) 0 Asia 8 9 US 11 8 UK (50) (17) Movement in mark to market value of core borrowings: 656 223 US 37 9 Other 619 214
(Loss) profit from continuing operations before tax (2,106) 3,670 (157)
Tax 771 (927)
(Loss) profit from continuing operations after tax before minority interests (1,335) 2,743 (149)
Discontinued operations (net of tax) 0 241 Minority interests (3) (21)
(Loss) profit for the period (1,338) 2,963 (145)
24 Prudential plc Annual Report 2008
IFRS results experienced in 2008. The US operation’s results are based Group operating profit before tax from continuing operations on US GAAP, adjusted where necessary to comply with IFRS, based on longer-term investment returns on the IFRS basis as the Group’s basis of presenting operating profit is based after restructuring costs was £1,347 million an increase of on longer-term investment returns. Longer-term returns for 12 per cent on 2007. the US operation’s fixed income securities incorporate a risk margin reserve (RMR) charge for longer-term defaults Our Asian operations IFRS operating profit for long-term and amortisation of interest-related realised gains and losses. business increased from £189 million in 2007 to £321million Jackson’s hedging of its variable annuity guarantees offset the in 2008. In Indonesia the results increased from £35 million effect of the 38.5 per cent drop experienced in the US equity to £55 million whilst in the established operations the growth markets in 2008. review was more muted, growing from £153 million to £162 million. Business For our Korean operation the result improved from a loss of In our UK business, total IFRS operating profit increased £13 million to a profit of £12 million. The driver for the growth by 12 per cent in 2008 to £589 million. The increase was the implementation, for IFRS reporting purposes, of a of four per cent achieved for the long-term business more appropriate basis of deferring and amortising acquisition reflected profits attributable to the with-profits business costs rather than continue with the local regulatory basis of £395 million together with 15 per cent growth from the reporting. Our Indian operation posted a loss of £6 million, long-term shareholder backed business. IFRS profits from before development expenses for the agency field force the shareholder annuity business includes the impact of which are now shown separately in the analysis. The result strengthening the allowance for credit defaults partly offset also reflects that as the business matures it is appropriate to by profits emerging from a rebalancing of the asset portfolio. now defer and amortise acquisition costs, resulting in a benefit Non-long-term business IFRS profit reflected profit from of £19 million. In Taiwan, where the IFRS basis of reporting General Insurance commission which increased to £44 million, reflects US GAAP for the insurance assets and liabilities of with cash beginning to emerge following the 2002 sale of the the business the result increased by £15 million to £60 million. business to Churchill.
The result for other operations increased from £12 million
M&G’s operating profit for 2008 was £286 million, an increase to £38 million reflecting mainly reserve releases in the of 13 per cent over 2007. This represented a strong financial Japanese operation. performance in the light of the prevailing challenging market Our US business’s IFRS operating profit of £406 million conditions. Higher profits from the fixed income business and was down by nine per cent on 2007. This was mainly due to higher performance-related fees were partially offset by the accelerated levels of Variable Annuities DAC amortisation as negative impact of market conditions, particularly in the retail a result of large negative equity market movements. These business. impacts were partially offset by positive operating derivative The Asian asset management operations reported operating income on variable annuity business, reflecting the increase in profits of £52 million, down by 28 per cent on 2007, reflecting market value of the net short derivative positions due to falling decreases in funds under management and performance-equity prices. The decision to acquire additional hedging
related fees due to market volatility. protection in the derivatives markets in 2007 at favourable prices demonstrated its value amid the falling equity markets
IFRS basis operating profit on longer-term investment returns from continuing operations
AER 4 CER 4
2008 2007 Change 2007 Change
£m £m % £m %
Insurance business:
Asia 321 189 70 212 51 US 406 444 (9) 480 (15) UK 545 524 4 524 4 Development expenses (26) (15) (73) (17) (56)
Long-term business profit 1,246 1,142 9 1,199 4
UK general insurance commission 44 4 4 Asset management business:
M&G 286 254 13 254 13 Asia asset management 52 72 (28) 78 (33) Curian (3) (5) 40 (5) 44 US broker-dealer and asset management 10 13 (23) 14 (29) 345 334 3 341 1 Other income and expenditure (260) (260) 0 (263) 1
Total IFRS basis operating profit based on longer-term investment returns before restructuring costs 1,375 1,220 13 1,281 7
Restructuring costs (28) (19) 47 (19) 47
Total IFRS basis operating profit based on longer-term investment returns before restructuring costs 1,347 1,201 12 1,262 7
Note
See page 21.
25
Chief Financial Officer’s overview continued
The operating profit from the US broker-dealer and asset Our US results include a £1,058 million charge (2007: management businesses was £10 million, a decrease of £18 million charge) for short-term fluctuations in investment 23 per cent on 2007. Curian recorded losses of £3 million returns. This comprises £535 million in respect of debt in 2008, an improvement on its losses of £5 million in 2007, securities, £439 million in respect of freestanding derivatives as the business continued to invest to build scale. and embedded derivative liabilities, £69 million for equity type securities and a net £15 million for other items.
The total loss before tax and minority interests on an IFRS basis was £450 million in 2008, compared with a profit of The £535 million charge for debt securities reflects the levels £1,063 million for 2007. This reduction primarily reflects of defaults, losses on sale, and writedowns in excess of the adverse short-term fluctuations experienced in allowance for longer-term defaults included in the operating investment returns. result. The main constituent of the £439 million charge is £369 million for freestanding derivatives held to manage the In calculating the IFRS operating profit, we use longer-term fixed annuity and other general account business. There is investment return assumptions rather than actual investment also a charge of £70 million in respect of Guaranteed Minimum returns achieved. The actual movements in asset values Withdrawal Benefit and other embedded derivative liabilities beyond the longer-term assumptions appear in the profit and for the difference between the effect of applying year-end loss account as short-term fluctuations in investment returns, AA corporate bond rate and equity volatility curves in the total with the exception of Jackson, where unrealised gains or result rather than longer-term levels, as applied in determining losses on debt securities feature directly as movements in the operating result. shareholder reserves.
Our UK operations’ short-term fluctuations charge of The £1,783 million charge for short-term fluctuations in
£212 million reflects asset value movements, principally for the investment returns mainly comprises £200 million, £1,058 shareholder-backed annuity business, of negative £170 million million and £212 million relating to our Asian, US and UK and £42 million for the effect of credit downgrades on the operations respectively. measurement of annuity liabilities.
Our Asian operations’ negative short-term fluctuations
Other short-term fluctuations charge of £313 million include of £200 million primarily reflected movements in Vietnam, £190 million for unrealised value movements in Prudential Taiwan and Japan of £81 million, £65 million and £34 million Capital and £71 million on the sale of an investment in an respectively. The result in Vietnam mainly reflected the two-Indian Mutual Fund. thirds fall in the Vietnam equity market. Taiwan’s short-term fluctuations mainly reflected CDO losses of £40 million combined with losses of £103 million resulting from the 39 per cent fall in the country’s stock market, offset by gains of £108 million in the bond portfolio. In Japan there were a number of contributory factors, the largest of these being losses of £14 million reflecting the 42 per cent fall in the country’s stock market and unrealised losses of £13 million on Leveraged Super Senior notes.
IFRS basis profit after tax AER4
2008 2007 Change
£m £m %
Operating profit from continuing operations based on longer-term investment returns after restructuring costs 1,347 1,201 12 Short-term fluctuations in investment returns (1,783) (137) Asia (200) (71) US (1,058) (18) UK (212) (47) Other (313) (1) Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes (14) (1)
(Loss) profit before tax from continuing operations attributable to shareholders (450) 1,063 (142)
Tax attributable to shareholders’ profits 59 (354)
(Loss) profit from continuing operations for the financial year after tax (391) 709 (155)
Discontinued operations (net of tax) 0 241 Minority interests (5) (3)
(Loss) profit for the year attributable to equity holders of the company (396) 947 (142)
Note
See page 21.
26 Prudential plc Annual Report 2008
The effective rate of tax on operating profits, based on longer- The full year dividend is covered 2.24 times by post-tax term investment returns, was 22 per cent (2007: 32 per cent). IFRS operating profit from continuing operations. The effective rate of tax at the total IFRS profit level for Dividend cover is calculated as operating profit after tax on continuing operations was 13 per cent (2007: 33 per cent). an IFRS basis, divided by the current year interim dividend The effective rate of tax on operating profits is lower than plus the proposed final dividend.
2007 reflecting a combination of the settlement of issues with
HM Revenue and Customs at amounts below those previously The Board will maintain its focus on delivering a growing provided and a reduction in amounts previously provided dividend, which will continue to be determined after on outstanding issues with HM Revenue and Customs. The taking into account our Group’s financial flexibility and our effective rate of tax at total IFRS profits level is lower than assessment of opportunities to generate attractive returns review expected, substantially due to a restriction on the ability to by investing in specific areas of the business. The Board Business recognise deferred tax assets on all losses in Asia and the US. believes that in the medium term a dividend cover of around two times is appropriate.
Earnings per share
Shareholders’ funds
2008 p 2007 p On the EEV basis, which recognises the shareholders’ interest EPS based on Operating Profit from in long-term businesses, shareholders’ funds at 31 December continuing operations after Tax 2008 were £15.0 billion, an increase of £0.4 billion from the and minority interest 2007 year end level (2007: £14.6 billion). This two per cent
• EEV 88.6 74.5 increase primarily reflects the following components: a total
• IFRS 42.5 33.3 EEV basis operating profit of £2,961 million; a positive impact Basic EPS based on total profit (loss) of exchange movements of £2,010 million; a tax credit of after minority interest £771 million; a positive movement on the mark to market of
• EEV (54.1) 121.2 core debt of £656 million; partially offset by a £5,127 million
• IFRS (16.0) 38.7 adverse movement in short-term fluctuations in investment returns and dividend payments of £453 million which is itself partially offset by proceeds for new share capital subscribed
Dividend per share of £170 million.
The directors recommend a final dividend for 2008 of 12.91 The shareholders’ funds of £15.0 billion at year end 2008 pence per share payable on 22 May 2009 to shareholders on comprised: the register at the close of business on 14 April 2009. The interim dividend for 2008 was 5.99 pence per share. As a • £5.3 billion for our Asian long-term business operations; result, the total dividend for the year, including the interim • £4.3 billion for our US long-term business operations; dividend and the recommended final dividend, amounts to • £4.9 billion for our UK long-term business operations; and 18.90 pence per share compared with 18.00 pence per share • £0.5 billion for our other operations. for 2007, an increase of five per cent. The total cost of dividends in respect of 2008 was £469 million.
Analysis of movement in EEV shareholders’ funds:
31 December 2007 to 31 December 2008 £m
14,600
2,961 (5,127) (283) 2,010 771 24
14,956
3,000 6,000 9,000 12,000 15,000 £m
Opening Dividends net of Tax shareholders’ funds new share capital Other Operating profit subscribed Closing Short-term Foreign exchange shareholders’ fluctuations funds
27
Chief Financial Officer’s overview continued
At the year end, the embedded value for the Asian long-term Holding company cash flow business was £5.3 billion. The established markets of Hong
Kong, Singapore and Malaysia contributed £3,982 million 2008 £m 2007 £m to the embedded value generated across the region. Korea Cash remitted by business units: (£338 million), Indonesia (£314 million) Vietnam (£269 million) Life businesses: also made substantial contributions. Prudential’s other Asian UK 295 261 markets, excluding Taiwan, contributed an aggregate £567 US 144 122 million in embedded value. Taiwan had a negative embedded Asia 163 148 value of £205 million. 602 531 The sensitivity of the embedded value of our country Other: operations to interest rate changes varies widely across Asia 234 38 the region. In aggregate, a one per cent decrease in interest M&G 167 139 rates, along with all the consequential changes noted above, UK 30 3 would result in a negligible change to our Asian business’ Total cash remitted to Group 1,033 711 embedded value. Net interest paid (128) (96) Statutory IFRS basis shareholders’ funds at 31 December Dividends paid (453) (426) 2008 were £5.1 billion, compared with £6.1 billion at Scrip dividends and share options 167 183
31 December 2007. This result represented a decrease Cash remittances after interest of £1.0 billion, reflecting operating profit of £1,347 million, and dividends 619 372 a foreign exchange credit of £631 million, and a tax credit Tax received 130 40 of £747 million; offset by unfavourable movement in Corporate activities (177) (200) short-term fluctuations in investment returns of negative
Cash flow before investment
£1,783 million, a net unrealised value change on Jackson in business 572 212 debt securities of negative £1,640 million and the balance
Capital invested by business units: of dividend payments of £453 million partially offset by
Life businesses: proceeds of new share capital subscribed of £170 million.
Asia (310) (92) The net unrealised value change on Jackson debt securities is UK (126) (145) explained by net unrealised losses of negative £2,710 million, (436) (237) (being the gross unrealised losses of £3,197 million less Other: unrealised gains of £487 million) reflecting temporary market Asia (82) (57) movements due to the effects of widening global credit
Total capital invested in business units (518) (294) spreads offset partially by the effect of reduced risk-free
Increase (decrease) in operating cash 54 (82) interest rates and a steepening yield curve. These unrealised
Egg sale net proceeds 0 527 losses were further offset by associated DAC of £1,070 million.
Total holding company cash flow 54 445 Contributed by Life Business 166 294
Analysis of movement in IFRS shareholders’ funds:
31 December 2007 to 31 December 2008 £m
6,062
1,347 (1,783) (1,640) (283) 631 747 (23)
5,058
0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 £m
Opening Unrealised value Tax shareholders’ funds change on Jackson Other Operating pro3t debt securities Closing Short-term Dividends net of shareholders’ 3uctuations new shareholder funds capital subscribed Foreign exchange
28 Prudential plc Annual Report 2008
Our Group holding company received £1,033 million in cash We believe that the underlying free surplus generated from remittances from the various business units in 2008, up from the in-force book is an important measure in understanding £711 million in 2007. This figure includes the shareholders’ the performance of our business. During 2008 we generated statutory life fund transfer of £279 million from the UK £1,680 million of underlying free surplus (2007: £1,388 business. million).
Cash remitted increased in 2008 by £322 million compared to Free surplus is used by our life companies for investment in 2007. This was primarily due to the growth in Asia remittances new business, and to provide for specific items, such as the and the increase in UK General Insurance commission. provision established in 2008 for additional credit reserves
Asia’s remittances grew by £211 million, primarily due to a under statutory reporting. In 2008 we invested £825 million review one-off remittance of £115 million related to Singapore. of free surplus (2007: £544 million) in new business and Business Asia also realised seed capital from E.Sun Bank and ICICI established £770 million (2007: nil) for statutory credit Asset Management totalling approximately £77 million, reserves on a Pillar 1 statutory basis. and recorded additional cash flow releases from Asian The total movement in free surplus net of tax in the period operations as their in-force books matured. can be analysed as follows: Capital invested in business units grew from £294 million in 2008 £m 2007 £m 2007 to £518 million in 2008, due to an increase of £243 million Free surplus at 1 January* 1,915 1,375 in Asia’s requirements. The growth in Asia was primarily due Free surplus generation to the injection of £186 million to meet solvency requirements, Underlying free surplus generated of which £66 million was in Taiwan and £72 million in Japan. in the period 1,680 1,388 The remainder was predominately due to business-driven Provisions for additional allowance cash injections to support new business growth. Capital of for credit risk (770) 0 £126 million was injected into UK shareholder-backed Market related items (1,068) 141 business, mainly to support new business. Jackson’s capital Investment in new business (825) (544) position remained robust in 2008, and no capital injection Free surplus generated in the period was required. prior to methodology changes (983) 985 Net interest paid in 2008 increased by £32 million to £128 million compared to 2007, as lower interest rates Gross cash remitted by business units (1,033) (711) prevailing in 2008 led to a decrease in interest received on Capital injected by business units 518 294 central shareholders’ funds. Net cash remitted by the business units (515) (417) After dividends and net interest paid, there was a net cash inflow of £619 million (2007: £372 million). There was a Other movements 442 (28) significant take-up of scrip dividends in 2008 and 2007. Free surplus at 31 December* 859 1,915 Tax received in 2008, at £130 million, was £90 million higher IFRS net assets excluding goodwill asset management. than the previous year, reflecting the fact that the 2007 figure *Includes for was exceptionally low as a result of foreign exchange gains The negative £1,068 million of market-related movements reducing the level of taxable losses. During 2008 the Group in 2008 includes £268 million of bond losses in the US; holding company paid £177 million in respect of corporate £268 million in respect of the drop in interest rates in activities, including costs related to the process of considering Taiwan, including the impact of extending out the phased a reattribution of the inherited estate. bond yield progression period by five years from 2013 to In aggregate, there was an operating cash inflow of 2018; and £532 million of other short-term fluctuations in £54 million in 2008, compared to an outflow of £82 million investment returns. in 2007.
Other movements comprised reallocations of certain statutory Depending on the mix of business written and the reserves and required capital from value in-force to net worth opportunities available, we continue to expect the UK of £187 million in 2008, foreign exchange movements, the shareholder-backed business to become cash positive mark to market of Jackson’s assets backing surplus and in 2010. required capital, and other capital movements.
Free surplus generation Excluding Taiwan, free surplus for the remaining life and asset
Sources and uses of free surplus generation for the management operations would have been approximately Group’s life and asset management operations £1.8 billion at 31 December 2008.
Free surplus generation for the Group’s life business The embedded value for the life operations assumes 45 per represents the free surplus generated from the in-force cent of the value in-force and required capital at 31 December operations during the period less the investment in new 2008 will convert to free surplus in the next five years, and business. 68 per cent within 10 years. The actual free surplus generated from the current in-force policies in any future period will For asset management operations we have defined free depend on the level of future assumption and experience surplus generation to be IFRS profits for the period. Group variances that will actually arise. Over the last four year free surplus also includes the general insurance commission cumulative period, operating variances (after excluding the earned during the period and excludes head office, statutory credit reserve in 2008 and reallocations between net restructuring and net financing costs. worth and value in-force of £187 million undertaken in 2008) have been £42 million which represented approximately one per cent of the projected in-force for the life business.
29
Chief Financial Officer’s overview continued
The table below shows Group free surplus generated for life The increase in capital requirements year-on-year was and asset management operations, as defined above, over the caused predominantly by a change in business mix in our last four years. UK annuity business, with bulk annuity business being written by shareholder-backed companies in 2008, rather than by the Investment of free surplus in new business with-profits fund as in 2007, and with higher reserves being by life operations established for credit contingency. Higher capital usage in the The average free surplus undiscounted payback period1 US resulted from the change in business mix from variable for business written in 2008 was: annuities to other business.
Asia 4 years
Basis of preparation of results
US 5 years
The European Union (EU) requires that all listed European UK 6 years groups prepare their financial statements in accordance with Overall, our Group wrote £3,025 million of sales on an APE EU approved IFRS. Since 1 January 2005, Prudential has been basis during the year. To support these sales, we invested reporting its primary results on an IFRS basis.
£825 million of capital (2007: £544 million). This amount
As a signatory to the European Chief Financial Officers’ (CFO) covers both new business strain, including commissions, Forum’s EEV Principles, Prudential also reports supplementary of £353 million and the required capital of £472 million. results on an EEV basis for the Group’s long-term business. The total capital investment for new business amounted We combine these results with the IFRS basis results of the non to approximately £27 million per £100 million of APE sales long-term businesses to provide a supplementary operating (2007: £19 million). These sales provided a post-tax new profit under EEV. References in this report to operating profit business contribution to embedded value of £937 million relate to profit based on long-term investment returns.
(2007: £858 million).
Under both EEV and IFRS, operating profits from continuing In Asia, capital was invested to support sales at an operations based on longer-term investment returns exclude average rate of £18 million per £100 million of APE sales. short-term fluctuations in investment returns and shareholders’ (2007: £15 million). share of actuarial and other gains and losses on defined benefit In the US, capital was invested to support sales at an pension schemes. Under EEV, where additional profit and average rate of £40 million per £100 million of APE sales loss effects arise, operating profits based on longer-term (2007: £30 million). investment returns also exclude the mark-to-market value movement on core borrowings, together with the effect of In the UK, capital was invested to support sales at an changes both in economic assumptions and also in the time average rate of £31 million per £100 million of APE sales value of the cost of options and guarantees arising from (2007: £16 million). changes in economic factors.
Note
1 Cash payback period is defined as the time at which the value of the undiscounted post tax cash flows, net of required capital releases, is sufficient to recoup the initial free surplus invested in new business.
Cumulative free surplus analysis
2008 2007 2006 2005 2005–2008
(cumulative)
£m £m £m £m £m
Expected in-force cash flows
(including expected return on net assets)* 1,744 1,299 1,182 992 5,217 Changes in operating assumptions and variances (64) 89 (29) 46 42 1,680 1,388 1,153 1,038 5,259 Provision for additional allowance on credit risk (770) 0 0 0 (770) Changes in non-operating assumptions and variances (1,068) 141 56 (189) (1,060) Actual in-force cash flow (158) 1,529 1,209 849 3,429 New business (825) (544) (554) (562) (2,485) Free surplus generated in the period prior to methodology changes (983) 985 655 287 944 Reallocations between net worth and value in-force (187) 0 0 0 (187)
Free surplus generated in the period (1,170) 985 655 287 757
*Expected in-force cash flow includes asset management IFRS operating profits and GI commission.
30 Prudential plc Annual Report 2008
In broad terms, IFRS profits for long-term business contracts The preliminary announcement for the year ended reflect the aggregate of statutory transfers from with-profits 31 December 2008 does not constitute statutory accounts funds and profits on a traditional accounting basis for other as defined in section 240 of the Companies Act 1985. The long-term business. Although the statutory transfers from results on an IFRS basis for the full year 2008 and 2007 have with-profits funds are closely aligned with cash flow generation, been audited by KPMG Audit Plc. The auditor has reported the pattern of IFRS profits over time from shareholder-backed on the 2008 and 2007 financial statements and the report long-term businesses will generally differ from the cash flow was unqualified and did not contain a statement under section pattern. Over the life of a contract, however, aggregate IFRS 237(2) or (3) of the Companies Act 1985. The Group’s 2007 profits will be the same as aggregate cash flow. Report and Accounts have been filed with the Registrar of Companies. review Life insurance products are long-term by their nature, Business and the profit on them is generated over several years. In Prudential’s opinion, accounting under IFRS alone does not fully reflect the inherent value of these future profit streams.
Instead, adding embedded value reporting to the IFRS accounting and specific additional disclosures, particularly on capital and cash flow, provides investors with a better sense of underlying profitability of our Group’s long-term Tidjane Thiam businesses. Embedded value reporting is a valuable Chief Financial Officer supplement to statutory accounts.
The results for the year ended 31 December 2008 have been prepared using International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union (EU). The results in this preliminary announcement have been prepared in accordance with IFRS applicable at 31 December 2008 and have been taken from the Group’s Annual Report and Accounts which will be available on the company’s website on 15 April 2009.
Value created through investment in new business by life operations
2008 £m 2007 £m
Asia US UK Group Asia US UK Group
Free surplus invested in new business (243) (289) (293) (825) (194) (200) (150) (544) Increase in required capital 42 265 165 472 21 183 104 308 Net worth invested in new business (201) (24) (128) (353) (173) (17) (46) (236) Value of in-force created by new business 751 214 325 1,290 646 202 246 1,094 Post tax new business profit for the period 550 190 197 937 473 185 200 858 Tax 191 103 76 370 170 100 77 347 Pre tax new business profit for the period 741 293 273 1,307 643 285 277 1,205
New business sales (APE) 1,362 716 947 1,287 671 910 New business margin % (APE) 54% 41% 29% 50% 42% 30% Internal rate of return >20% 18% 14% > 20% 18% 18%*
*In 2007, the UK IRR excluding the Equitable Life deal was 14%.
31
more:strength
32 Prudential plc Annual Report 2008
Our capital position is strong and robust. Our Insurance Groups Directive (IGD) capital surplus is estimated at £1.7 billion before allowing for the 2008 final dividend. Our robust capital position, combined with the proven resilience of our retirement-led strategy, selective geographic presence, product expertise, distribution and trusted brands, means we are well-placed to continue to outperform. reviewBusiness
33
Risk and capital management
As a provider of financial services, including b Capital requirements: the limits aim to ensure that (a) the insurance, we recognise that the managed Group meets its solvency capital requirements at all times, acceptance of risk lies at the heart of our business. (b) the Group achieves its desired target rating to meet its As a result, effective risk management capabilities business objectives, and (c) supervisory intervention is represent a key source of competitive advantage avoided. The two measures we apply are the EU Insurance for our Group. Groups Directive (IGD) capital requirements and economic capital requirements.
To maximise this advantage, we have embedded a risk and
Our risk appetite framework forms an integral part of our capital management framework and culture that drives the annual business planning cycle. Throughout the year, our rigorous risk and capital management and optimisation of risk Group Risk function monitors the Group’s risk profile against adjusted returns across the Group. the agreed limits. Using submissions from business units, The Group’s risk appetite framework sets out our tolerance to Group Risk calculates our position (allowing for diversification risk exposures as well as our approach to risk management and effects between business units) relative to the limits implied return optimisation. Under this approach, we monitor our risk by the risk appetite statements. profile continuously against agreed limits. Our main strategies Local limits are agreed with each of our business units to for managing and mitigating risk include asset liability ensure that the aggregate risk exposure remains within management, using derivatives to hedge relevant market the defined Group-level risk appetite. Each business unit risks, and implementing reinsurance and corporate insurance determines its own individual risk position by calculating the programmes. More detail on our Group’s risk governance impacts (on earnings and capital measures) of a shock to its system and risk policies is provided on pages 96 and 97 of the market, credit, insurance and operational risk exposures and Governance Report. agrees them with Group Risk and the Group Asset and Liability Committee (ALCO).
Risk oversight
Group risk appetite We use a two-tier approach to apply the limits at business We define and monitor aggregate risk limits for our earnings unit level. Firstly, we calculate business unit risk limits. These volatility and our capital requirements: ensure that, provided each business unit keeps within its limits, the Group risk position will remain within the Group limits. a Earnings volatility: the objectives of the limits are to ensure Secondly, the impact on the risk position is considered as part that (a) the volatility of our earnings is consistent with our of Group Risk’s scrutiny of large transactions or departures stakeholders’ expectations, (b) the Group has adequate from plan proposed by individual business units. earnings (and cash flows) to service debt, expected dividends and to withstand unexpected shocks, and In the event that any of the business unit plans imply risk limits (c) earnings (and cash flows) are managed properly across will be exceeded, this will necessitate a dialogue between geographies and are consistent with our funding strategies. Group Head Office (GHO) and the relevant business unit or The two measures we apply to monitor the volatility of our units. Exceeding Group limits may be avoided if, for example, earnings are European Embedded Value (EEV) operating limits in other business units are not fully utilised, or if the profit and International Financial Reporting Standards (IFRS) diversification effect at Group level of a particular risk with operating profit. other business units means the Group limit is not breached.
Ultimately, authorisation to breach limits would require approval from GHO.
Earnings measures (flow) Capital measures (stock)
EEV IFRS Economic Regulatory (local/IGD) Maintain target Maintain target Maintain target level Planned IGD
EEV operating profit IFRS operating profit as of profit coverage as Individual tail events usualBusiness should not signi3cantly usual Business reduce financial resources No large unexpected No large unexpected Remain above Meet Group solvency falls in EEV operating falls in IFRS operating minimum capitalisation requirement and hold profit profit sufficient resources stress to pay dividends and stress Capital Earnings fund new business
34 Prudential plc Annual Report 2008
The continuing market dislocation and the increased risk of In our variable annuity sales activities, we focus on meeting default has increased emphasis on the management of market the needs of conservative and risk averse customers who are and credit risk in the course of 2008. Market risk is managed seeking reliable income in retirement, and who display little such that as conditions evolve the risk profile is maintained tendency to arbitrage their guarantees. These customers select within risk appetite, and in addition to business unit operational conservative investment options and, importantly, buy fewer limits on credit risk, we set counterparty risk limits at Group guarantee products compared to the industry as a whole. We level. Limits on our total Group-wide exposures to a single are able to achieve this because our unique and market leading counterparty are specified within different credit rating operational platform allows us to tailor more than 3,000 product ‘categories’. Group Risk and the Group ALCO monitor our combinations, thereby ensuring that our customers are not sold actual exposures against these limits on a monthly basis. guarantees they do not need. We seek to sell at a price where review we can hedge or reinsure our risks. Many of our competitors Business Risk exposures offer ‘bundled’ products where the customer pays for The Group Risk Framework deploys a common risk language, guarantees that they do not require. In contrast, our more allowing meaningful comparisons to be made between tailored offering avoids the sale of unnecessary guarantees, different business units. Risks are broadly categorised as enabling us to remain globally price competitive while pricing shown below. each of our individual guarantees appropriately. This enables us to be price-competitive while not over-exposing our business to Market risk: guarantee risk. Also, the conservative nature of our investment Equity risk options makes hedging a more straightforward process.
Most of the equity exposure in our UK business arises from
It is our philosophy not to compete on price. Our individual the with-profits fund which is partially protected against falls guarantees tend to be more expensive than the market in equity markets through an active hedging policy. The fund average, because we seek to sell at a price where we can also includes a large inherited estate – estimated at £5.4 billion hedge or reinsure our risks. at 31 December 2008. The inherited estate itself is partially protected against falls in equity markets through an active We do not actively market GMIB, and where it is selected we hedging policy. reinsure. We use reinsurance to cover both the in-force book and new business for the life of the policy. If reinsurance were In Asia, a high proportion of our in-force book is made up not available, we would not sell GMIB options. of unit-linked products with limited shareholder exposure to equities. We have minimal direct shareholder exposure We take a macro approach to hedging that covers market to Asian equity markets outside our unit-linked holdings. risk in the US business, including all exposure to GMDB and GMWB guarantees. Within this macro approach we make use In the US, where we are a leading provider of variable of the natural offsets that exist between the variable annuity annuities, there are well-understood risks associated with guarantees and the fixed-indexed annuity book, and then use a the guarantees embedded in our products. We provide combination of Over The Counter (OTC) options and futures to guarantees for minimum death benefit (GMDB) on all hedge the residual risk, allowing for significant market shocks policies in this class, minimum withdrawal benefits (GMWB) and limiting the amount of capital we are putting at risk. The on 67 per cent of the book, and minimum income benefits hedging
programme covers both the in-force book and new (GMIB) on only 11 per cent. To protect the shareholder against business for the ‘greeks’ – i.e. changes in equity market levels, the volatility induced by these embedded options, we use both the rate of change in market levels and equity market volatility, a comprehensive hedging programme and reinsurance. as well as interest rate movements. In addition we hedge the fees on variable annuity guarantees.
Risk categorisation
Category Risk type Definition Risk categorisation
Financial risks Market risk The risk that arises from adverse changes in the value of, or income from, assets and changes in interest rates or exchange rates Credit risk The risk of loss if another party fails to meet its obligations, or fails to do so in a timely fashion Insurance risk The inherent uncertainty as to the occurrence, amount and timing of insurance liabilities. This includes adverse mortality, morbidity and persistency experience Liquidity risk The risk that a business, though solvent on a balance sheet basis, either does not have the financial resources to meet its obligations as they fall due or can secure them only at excessive cost Non-financial Operational risk The risk of direct or indirect loss resulting from inadequate or failed internal risks processes, people or systems, or from external events. This includes legal and regulatory compliance risk Business Exposure to forces in the external environment that could significantly environment risk change the fundamentals that drive the business’s overall objectives and strategy Strategic risk Ineffective, inefficient or inadequate senior management processes for the development and implementation of business strategy in relation to the business environment and the Group’s capabilities
35
Risk and capital management continued
A combination of Jackson’s sales approach, disciplined pricing Foreign exchange risk and dynamic hedging of its variable annuity guarantees meant Prudential operates in the UK, the US, Continental Europe that Jackson’s equity hedging gains offset the effect of the and 13 countries in Asia. Inevitably, the geographical diversity 38.5 per cent drop experienced in US equity markets in 2008 of our businesses means that we are subject to the risk of on a statutory capital basis. This outcome compared favourably exchange rate fluctuations. Prudential’s international to the industry as a whole. Indeed, Jackson was one of only a operations in the US and Asia, which represent a significant handful of US life insurance companies to achieve this level of proportion of our operating profit and shareholders’ funds, success with its variable annuity hedging programme in 2008. generally write policies and invest in assets denominated in local currency. Although this practice limits the effect of Interest rate risk exchange rate fluctuations on local operating results, it can Interest rate risk arises primarily from Prudential’s investments lead to significant fluctuations in our consolidated financial in long-term debt and fixed income securities. Interest rate statements when results are expressed in pounds sterling. risk also exists in policies that carry investment guarantees on We do not generally seek to hedge foreign currency revenues, early surrender or at maturity, where claim values can become as these are substantially retained locally to support the growth higher than the value of backing assets as a result of rises of the Group’s business and meet local regulatory and market or falls in interest rates. requirements. However, in cases where a foreign surplus is Interest rates primarily impact our Asia, US and UK with-profit deemed to be supporting Group capital or shareholders’ businesses. In Asia, our exposure will be reduced following interests, this exposure is hedged if we deem it economically our agreement with China Life Insurance Company Ltd optimal to do so. Currency borrowings and derivatives are (Taiwan) to transfer the agency-based business in Taiwan, used to manage exposures within the set limits. which includes Prudential’s legacy products which contain interest rate risk. The remaining exposure in Asia arises Credit risk mainly from guarantees on traditional shareholder-backed The global debt markets experienced unprecedented life products and asset-liability mismatches, primarily in Japan conditions in 2008, with illiquidity and credit spreads reaching and Korea. This exposure is within our risk appetite, and we all-time highs. Our debt portfolio on an IFRS basis was manage it carefully on an ongoing basis. We have a range of estimated at £95 billion at 31 December 2008. risk mitigation options available to us should we wish to reduce Of this total, £59 billion was in the UK insurance operations, this exposure further. However, it is important to note that of which £38 billion was within the UK with-profits fund. interest rates in some territories are currently at historically The fund also includes a large inherited estate – estimated at low levels, which has the effect of mechanistically reducing £5.4 billion. Outside the with-profits fund, £4 billion was held our downside risk. in unit-linked funds where the shareholder risk is limited, and In the US there is interest rate risk across the portfolio. there was £17 billion backing the shareholder annuity business We manage fixed annuity interest rate exposure through and other non-linked business, of which £13 billion related to a combination of interest rate swaps and interest rate options, corporate bonds and £4 billion was in government securities, to protect capital against rates rising quickly, and through or equivalent. the contractual ability to reset crediting rates annually.
Within the UK shareholder annuity funds, we have built up The average traditional fixed annuity crediting rate is 91bps a significant credit reserve of £1.4 billion to allow for future above the guaranteed crediting rate. Historically, we have defaults on a statutory basis. This reserve can withstand the had a significant IGD sensitivity relating to the mark-to-market equivalent of the average default experience during the Great accounting of interest rate derivatives. During the final quarter Depression occurring every year over the life of the portfolio. of 2008, we worked with the Michigan State regulator to recognise the effectiveness of interest rate hedging, and the In 2008, we have experienced credit defaults for UK statutory valuation now accounts for hedges and the hedged operations of £93 million that relate to shareholder funds items on a consistent basis. (0.5 per cent of the portfolio).
In the UK the investment policy for the shareholder backed Asia’s debt portfolio totalled £11 billion at 31 December 2008. annuity business is to match investment returns with annuity Of this, approximately 64 per cent was invested in Unit-Linked payments. Where these cash flows are not matched exactly and with-profits funds with minimal shareholder risk. The there is some exposure to asset and liability mismatches and remaining 36 per cent is shareholder exposure and is invested this exposure can be increased by, for example , the current predominantly (85 per cent) in government bonds. For Asia, low interest rate environment. There is an interest rate risk in the portfolio has performed very well, with 2008 defaults the UK with-profits fund. totalling only £20 million.
36 Prudential plc Annual Report 2008
The final and most significant area of exposure to credit risk In considering potential future losses for Jackson, it is essential for the shareholder is Jackson in the US. At 31 December 2008 to examine the key components of the debt portfolio. As at Jackson’s fixed income portfolio was estimated at £24 billion, 31 December 2008, 93 per cent of Jackson’s total debt portfolio comprised of £16 billion of Corporate Debt, £2 billion of of £24 billion consisted of investment grade securities and Commercial Mortgage Backed Securities (CMBS), £4 billion of seven per cent were high yield. To put potential future losses in Residential Mortgage Backed Securities (RMBS) and £2 billion context, global annual default rates over the past 50 years have of other instruments. We entered the cycle in a defensive averaged 0.5 per cent for investment grade and 10 per cent for position and continue to manage the portfolio rigorously. high yield. Historically, the highest global annual default rates during a recession have averaged 1.6 per cent for investment The US Corporate Debt portfolio of £16 billion is 92 per cent grade and 15.4 per cent for high yield, although not necessarily review investment grade. Concentration risk is low, with the top 10 in the same year (Source: Moody’s Global Corporate Finance – Business holdings accounting for only five per cent of the portfolio. February 2008). The high-yield portfolio is also well diversified with an average holding of £8 million. Our single largest sector exposure in Applying peak global annual default rates and making the investment grade portfolio is Utilities at 13 per cent. We conservative assumptions for recoveries to our portfolio would actively manage the portfolio and will sell exposure as events generate losses of approximately £350 million for one year that dictate; for example, we reduced our holding in both Lehman could be absorbed by our current IGD surplus as estimated at and Washington Mutual early in 2008. 31 December 2008.
Within the RMBS portfolio of £4 billion, the agency guaranteed
Unrealised credit losses portion is 50 per cent. Another 25 per cent of the portfolio
Jackson’s gross unrealised losses moved from £439 million at relates to investments with pre-2006/2007 vintages, where
31 December 2007 to £3,178 million at 31 December 2008. experience has been much more positive than later vintages.
This change was largely due to a market-wide re-pricing of Our exposure to the 2006/2007 vintages totals £946 million of risk and not to specific problems within Jackson’s portfolio. which £617 million is invested in the senior part of the capital The entire market for fixed income securities has been re-priced structure, thereby significantly reducing the risk of defaults downwards from historically tight spreads of approximately and the magnitude of loss if a shortfall does occur. The actual 100 bps during the first half of 2007 to historically wide spreads exposure to non-senior 2006/2007 Prime and Alt-A RMBS is of over 640 bps on investment grade paper at the end of 2008. only £329 million.
Wider credit and liquidity spreads are causing the average The CMBS £2 billion portfolio is performing strongly, with investment grade security to trade around the mid to high 85 per cent of the portfolio being AAA and only one per cent 80s as a percentage of nominal value. Unrealised losses on below investment grade. We materially reduced our non-AAA securities priced at less than 80 per cent of face value were purchases after 2004 in response to the significant deterioration £1.9 billion at 31 December 2008. It is our
income securities to maturity – an approach, with rating agencies’ guidelines. The entire portfolio has an which in economic terms limits the impact of the current average credit enhancement level of 30 per cent. This provides market dislocation. significant protection, since it means the bond has to incur Jackson’s unrealised losses rose in the fourth quarter by a 30 per cent loss, net of recoveries, before we are at risk.
£1.3 billion as credit spreads moved to all-time highs and bond In 2008, Jackson’s total defaults were £78 million of which prices to all-time lows. It is important to bear in mind that in £5 million were incurred in the fourth quarter. As part of the increase of £1.3 billion in the fourth quarter of 2008, about our active management of the book we incurred net losses £446 million is directly due to the depreciation of sterling of £127 million on the sale of impaired bonds, of which against the US dollar. We believe that the accounting impact £67 million was incurred in the fourth quarter of 2008. of these unrealised losses significantly overstates the risk of economic losses on our portfolio at current price levels. IFRS write-downs excluding defaults for the year were £419 million, an increase of £228 million in the fourth
Insurance risk quarter of 2008.
The processes of determining the price of our products and The impairment process reflects a rigorous review of every reporting the results of our long-term business operations single bond and security in our portfolio. We believe that the require us to make a number of assumptions. In common with accounting rules for impairments are necessarily conservative other industry players, the profitability of our businesses and not always consistent with economic losses. So, while the depends on a mix of factors including mortality and morbidity accounting requires us to book them as losses through our trends, persistency, investment performance, unit cost of income statement, we would expect only a proportion of these administration and new business acquisition expenses. impairments eventually to turn into defaults, and some of the impaired securities to recover in price over time.
37
Risk and capital management continued
For example, the assumption that we make about expected Capital management levels of mortality is particularly relevant for our UK annuity Regulatory capital business, where in exchange for their accumulated pension Group regulatory capital (IGD) fund pension annuity policyholders receive a lifetime Prudential is subject to the capital adequacy requirements of guaranteed payment. We conduct rigorous research into the Insurance Groups Directive (IGD) as implemented by the longevity risk using data from our substantial annuitant Financial Services Authority (FSA) in the UK. The IGD pertains portfolio. As part of its pension annuity pricing and reserving to groups whose activities are primarily concentrated in the policy, Prudential UK assumes that current rates of mortality insurance sector. continuously improve over time, at levels based on adjusted The IGD capital adequacy requirements involves aggregating data from the Continuous Mortality Investigations (CMI) surplus capital held in our regulated subsidiaries, from which projections published by the Institute and Faculty of Actuaries.
Group borrowings, except those subordinated debt issues that Prudential’s persistency assumptions reflect recent experience qualify as capital, are deducted. No credit for the benefit of for each relevant line of business, and any expectations of diversification is allowed for under this approach. The IGD test future persistency. Where appropriate, allowance is also made is passed when this aggregate number is positive. A negative for the relationship – either assumed or historically observed – result at any point in time is a notifiable breach of UK regulatory between persistency and investment returns, and for the requirements. resulting additional risk.
Our capital position is strong, driven by our prudent but proactive risk management. Our IGD capital surplus is
Liquidity risk estimated at £1.7 billion before allowing for the 2008 final We remain comfortable with our liquidity position both at dividend, giving a solvency ratio of 162 per cent. This is holding and subsidiary company level. The holding company composed of our IGD surplus at 31 December 2008 estimated has significant internal sources of liquidity which are sufficient at £1.4 billion, and in addition £0.3 billion that the FSA has to meet all of our requirements for the foreseeable future subsequently allowed us to include in our IGD surplus going without having to make use of external funding. In aggregate forward, as a result of an innovative structure we have our Group has £2.1 billion of undrawn committed facilities, of developed. Our IGD capital surplus on a consistent basis which we have recently renewed £1.4 billion of the undrawn (i.e. before allowing for a dividend) at the end of 2007 and syndicated committed banking facility for a further three at the end of the third quarter 2008 stood at £1.9 billion and years as well as renewing the £500 million securities lending £1.4 billion respectively. The movement from £1.9 billion at back-up facility.
31 December 2007 to the estimated £1.7 billion benefited from the £0.3 billion allowed by the FSA. The remaining
Non-financial risk decrease of £0.5 billion in 2008 comprises net earnings of Prudential is exposed to operational, business environment £0.8 billion, management actions of £0.6 billion and positive and strategic risk in the course of running its businesses. foreign exchange movements of £0.2 billion, offset by the We process a large number of complex transactions across 2007 final dividend of £0.3 billion, market related risk of numerous and diverse products, and are subject to a number £0.4 billion, strengthening of UK credit reserves of £0.8 billion of different legal and regulatory regimes. We also have a and £0.6 billion of credit related impairments and default losses significant number of third-party relationships that are in the US. important to the distribution and processing of our products, both as market counterparties and as business partners. More The £0.3 billion additional IGD capital reflects our ability to detail on the risk factors that may affect Prudential’s operating realise a portion of the shareholders’ economic interest in the results and financial condition, and accordingly the trading future transfers from the UK with-profits fund, which in total price of our shares, is provided under Additional Information was worth £1.7 billion at 31 December 2008. Going forward, on pages 360 to 363. we have the opportunity to develop similar transactions, enabling us to access more of the residual £1.4 billion if we We use quantitative analysis of operational risk exposures decide to do so. material to the Group to inform our decisions on the overall amount of capital held and the adequacy of the corporate We have been able to maintain a stable IGD position in insurance programme. challenging markets. The options we have to manage available and required capital can be classified into increasing available capital and reducing required capital.
38 Prudential plc Annual Report 2008
Our ability to access more of the shareholder economic Capital allocation interest in the with-profit fund up to a level of £1.4 billion, Prudential’s approach to capital allocation takes into account a and our ability to access to future profits on other in-force range of factors, especially risk adjusted returns on capital, the business through financial reinsurance are examples of impact of alternative capital measurement bases (accounting, how we have the potential to increase available capital. regulatory, economic and ratings agency assessments), tax efficiency, and wider strategic objectives.
We can also manage our required capital through both the level and the mix of new business and by maintaining pricing We optimise capital allocation across the Group by using discipline. We have employed and will continue to employ a consistent set of capital performance metrics across all other risk mitigation strategies such as hedging and business units to ensure meaningful comparison. Capital review reinsurance when necessary. utilisation, return on capital and new business value creation Business In addition to this strong capital position, the total credit are measured at a product level. The use of these capital performance metrics is embedded into our decision-making reserve for the UK shareholder annuity funds was £1.4 billion processes for product design and product pricing. at the end of the year. We have increased this credit reserve by £0.8 billion in 2008 and it is equivalent to 80bps per annum Our capital performance metrics are based on economic over the lifetime of the assets. This reserve would allow us to capital, which provides a view of our capital requirements withstand a repeat of the average Moody’s default experience across the Group, allowing for realistic diversification benefits. during the Great Depression, occurring every year throughout Economic capital also provides valuable insights into our risk the life of the book. profile and is used both for risk measurement and capital management.
On 20 February 2009 we announced that we have entered into an agreement to transfer the assets and liabilities of our
Stress testing agency distribution business in Taiwan to China Life Insurance
We use regular stress testing and sensitivity analysis to monitor Company Ltd (Taiwan) pending regulatory approval. The the robustness of the Group’s regulatory and economic capital business to be transferred includes Prudential’s legacy interest position. rate products in Taiwan, and the agreement is significantly value enhancing for the Group. On completion the transfer Stress testing has been carried out to assess the resilience of will give rise to a net increase in the Group’s IGD surplus of the Group’s regulatory capital position (IGD) to withstand approximately £0.8 billion, further strengthening our already significant further deterioration in market conditions. The robust capital position. findings include: These factors, together with our Group’s strong underlying • An instantaneous further 40 per cent fall in equity markets earnings capacity, our established hedging programmes from 31 December 2008 levels would reduce the IGD and our additional areas of financial flexibility, position us to surplus by £350 million; withstand possible significant further deterioration in market • a 150bps reduction (subject to a floor of zero) in interest rates conditions (see also Stress testing). from 31 December 2008 would reduce the IGD surplus by £300 million (the effect would be less following completion of Solvency II the sale of our Taiwan legacy agency book); and The European Union (EU) is developing a new solvency • credit defaults of 10 times the expected level would have framework for insurance companies, referred to as ‘Solvency an impact of £500 million in excess of the annual reserve II’. The application of Solvency II to international groups
is release. still unclear and there is a risk of inconsistent application in We also test the impact of a range of ‘shock’ scenarios on the different EU member states, which may place Prudential Group’s regulatory and economic capital. The scenarios for this at a competitive disadvantage to other European and testing are selected using both in-house views and external non-European financial services groups. assessments such as the FSA’s annual Financial Risk Outlook. Like Basel II in the banking industry, the new approach is The purpose is to assess the resilience of the Group’s capital expected to be based on the concept of three pillars – position to a range of key threat scenarios. minimum capital requirements, supervisory review of firms’ assessments of risk, and enhanced disclosure requirements.
However, the scope is wider than Basel II and will cover valuations, the treatment of insurance groups, the definition of capital and the overall level of capital requirements. A key aspect of Solvency II is that the focus on risks and capital requirements will be aligned more closely with economic capital methodologies. Solvency II will encourage companies to improve their risk management processes and may allow companies to make use of internal economic capital models if approved by the local Regulator.
39
Risk and capital management continued
Capital base After adjusting for holding company cash and short-term Capital structure investments of £1,165 million, our net core structural Prudential Group’s capital on an EEV basis consists of borrowings at 31 December 2008 were £1,793 million, £14,956 million of shareholders’ funds and net core debt compared with £1,036 million a year earlier. The increase at market value after cash and short-term investments of on the 2007 figure reflected net cash inflows of £54 million, £818 million, and includes £1,250 million of holding company exchange conversion losses of £816 million including the subordinated long-term and perpetual debt. £468 million on long-term borrowings identified above, and £354 million in respect of a US$2 billion net investment Subordinated – or ‘hybrid’ – debt is debt capital which has hedge of the currency exposure of the net investments in some equity-like features, and which would rank below other the US operations. senior debt in the event of a liquidation. These characteristics mean hybrid debt can be treated as capital for FSA regulatory Our core structural borrowings at 31 December 2008 included purposes. All of our Group’s hybrid debt which qualifies under £1,761 million borrowed at fixed rates of interest, with maturity the FSA’s definition is held at Group level. As a result, it is taken dates ranging from 2009 to perpetuity. A significant proportion as capital into the parent solvency test under the IGD. – amounting to £1,232 million – of the core borrowings was denominated in US dollars, in order to provide partial hedging Following the implementation of the IGD, raising our of the currency exposure arising from our Group’s investment long-term debt in hybrid form benefits us from a regulatory in Jackson. capital standpoint. We intend to do this by taking advantage of favourable market conditions as they arise. We have also put in place an unlimited global commercial paper programme. As at 31 December 2008, commercial The balance sheet includes unallocated surplus for the paper totalling £278 million, US$916 million, ¤359 million PAC with-profits fund that has yet to be allocated either to and CHF10 million has been issued under this programme. policyholders or shareholders. These assets are not generally We also have a £5,000 million medium-term note (MTN) available to the Group, other than as they emerge through programme, under which the outstanding subordinated the statutory transfer of the shareholders’ share of the surplus debt at 31 December 2008 was £435 million and ¤520 million, as declared from the fund over time. The EEV shareholders’ while the senior debt outstanding was £200 million and equity reflects the value of future shareholder cash flows US$12 million. from in-force business. In determining these cash flows, the shareholders’ interest is derived by increasing final bonus rates In addition, our holding company has access to £1,600 million so as to exhaust the surplus over the lifetime of the in-force of committed revolving credit facilities, provided by 15 major with-profits business, other than in extreme scenarios where international banks, and renewable between December 2010 the excess cost of meeting policyholder claims is fully and February 2012; and an annually renewable £500 million attributed to shareholders. committed securities lending liquidity facility. Apart from a small drawdown to test the process, these facilities were not drawn Shareholders’ borrowings and financial flexibility on during the year, and there are no amounts outstanding The core structural borrowings of our shareholder-financed under the committed credit facilities at 31 December 2008. operations at 31 December 2008 totalled £2,958 million on an The commercial paper programme, the MTN programme, IFRS basis, compared with £2,492 million at the end of 2007. the committed revolving credit facilities and the committed The increase during the year reflected exchange conversion securities lending liquidity facility are all available for general losses amounting to £468 million predominantly on our long- corporate purposes and to support the liquidity needs of our term borrowings of ¤500 million, US$1 billion, US$300 million, holding company.
US$250 million and US$250 million surplus notes .
Balance sheet structure (EEV basis)
2008 £m 2007 £m
Long-term business 14,633 13,939 Other business including fund management 1,642 1,677 Other net liabilities (501) (143)
15,774 15,473 Financed by:
Equity shareholders’ funds 14,956 14,600 Perpetual preferred securities 513 679 Subordinated debt 737 817 Senior debt 733 833 Cash and short-term investments (1,165) (1,456)
15,774 15,473
40 Prudential plc Annual Report 2008
We manage our Group’s core debt within a target level During 2008, our risk management and mitigation initiatives consistent with our current debt ratings. At 31 December resulted in the rebalancing of the Group’s USD hedge to reflect 2008, the gearing ratio (debt, net of cash and short-term our exposure to IGD regulatory surplus held in USD. Since the investments, as a proportion of EEV shareholders’ funds year-end we have also implemented additional equity hedging plus debt) was 10.7 per cent, compared with 6.6 per cent in Jackson to reduce the exposure to further falls in the level of at 31 December 2007. the S&P index. A wide range of capital management initiatives and risk mitigation options remain available to the Group to Prudential plc has strong debt ratings from Standard & Poor’s, manage the IGD capital position. These include the use of Moody’s and Fitch. Prudential’s long-term senior debt is reinsurance and similar structures to crystallise the value of rated A+ (stable outlook), A2 (stable outlook) and AA- (stable future cash flows, the implementation of further hedging review outlook) from Standard & Poor’s, Moody’s and Fitch, while strategies, and taking steps to conserve and/or release capital. Business short-term ratings are A-1, P-1 and F1+.
We have contingency plans in place for a range of operational The financial strength of PAC is rated AA+ (negative outlook) risk scenarios, including incident management and business by Standard & Poor’s, Aa1 (rating under review for possible continuity plans. As a contingency plan for liquidity risk, the downgrade) by Moody’s and AA+ (stable outlook) by Group has arranged access to committed revolving credit Fitch Ratings. facilities and committed securities lending facilities.
Jackson’s financial strength is rated AA (stable outlook) by Standard & Poor’s and A1 (stable outlook) by Moody’s.
Risk mitigation and hedging
We manage our actual risk profile against our tolerance of risk. To do this, we maintain risk registers that include details of the risks we have identified and of the controls and mitigating actions we employ in managing them. Any mitigation strategies involving large transactions – such as a material derivative transaction – are subject to scrutiny at Group level before implementation.
We use a range of risk management and mitigation strategies. The most important of these include: adjusting asset portfolios to reduce investment risks (such as duration mismatches or overweight counterparty exposures); using derivatives to hedge market risks; implementing reinsurance programmes to limit insurance risk; implementing corporate insurance programmes to limit the impact of operational risks; and revising business plans where appropriate.
41
more:opportunity
42 Prudential plc Annual Report 2008
The opportunity in Asia continues to be a powerful driver of growth for the Group with a fast-growing middle class, continuing economic growth and increasing demand for retirement savings. Over the past 90 years we have built an unparalleled business in the region. Today our business in Asia has over 11 million customers, an unrivalled regional network of 425,000 agents, and market-leading positions in the most populous and vibrant economies. review Business
43
Business unit review Insurance operations Asia
‘Prudential is one of Asia’s market Barry Stowe Asia leaders and our strategy is designed to Chief Executive further strengthen this position and drive Prudential Corporation Asia outperformance in terms of delivering sustainable and profitable scale.’
44 Prudential plc Annual Report 2008
Prudential was an early mover in recognising the embedded value metrics. As the scale of our business in Asia long-term growth potential in Asia. Leveraging a continues to increase, as evidenced by premium revenues of foothold established in the 1920s, we have created £5.5 billion in 2008, there is a greater focus on demonstrating an unparalleled business in the region that holds the emergence of this value in terms of distributable IFRS market-leading positions in the world’s most profits and cash. Given the current economic climate, a populous and dynamic economies. thorough review has been undertaken of all the operations’ solvency positions from the local regulatory and the IGD As a result Prudential already has over 11 million customers perspectives. Optimising capital efficiency from the Group’s in Asia. Distribution is predominantly through tied agents, perspective has always been a priority, but with the worldwide and we have built up one of the region’s largest agency collapse of market valuations and interest rates we paid review forces numbering some 425,000 at 31 December 2008. particular attention to this during 2008. Business We complement our agency distribution in the region with a number of distribution agreements with leading banks and Initiatives in 2008 brokers. Prudential is a pioneer in capital efficient unit linked Agency products in Asia, and is particularly strong in the regular During the year, Prudential increased its average number of premium savings sector. More recently we have increased agents in the Asia region by 21 per cent to 425,000, with the our focus on higher-margin protection products, both as largest increases in Indonesia (up 43 per cent to 57,000) and riders to savings policies and standalone. India (up 21 per cent to 287,000). With the exception of Thailand, all of our Asian operations expanded their agency Prudential’s operations in Asia are unified under the Prudence forces during 2008. face icon, which retains a consistently high recognition rate, outperforming other financial service companies in the region. The challenging economic environment did suppress We operate distinct life insurance businesses in 12 markets. industry-wide agency productivity in terms of APE per agent These are all managed by local teams with strategic leadership in 2008. Our average productivity was 21 per cent lower than and technical support provided by the regional team (based in 2007. The main driver of this decline was lower average case in Hong Kong). Every opportunity is taken to leverage size, which fell by 12 per cent due to the tougher economic synergies and best practices around the region, and from climate and higher proportions of (highly profitable) health and the wider Prudential Group, particularly in areas such as protection business. However, the average number of cases product development, channel distribution and asset liability per active agent per month was only marginally lower in 2008 management. The Asian businesses operate with common than in 2007 – a performance that reflects the resilience of our principles and within a regionally managed risk framework. agency force in a depressed market.
We consistently win industry awards for the quality of our operations in Asia, including our customer service. Disposal of PCA Life Taiwan’s agency business When Prudential entered the Taiwanese market in 1999, Underpinning Prudential’s success in the region is the traditional ‘compulsory dividend’ life policies were the breadth and depth of our management teams and staff. only type of savings and protection policy permitted by These comprise a combination of market-leading the regulator. These polices are unique to Taiwan and have international specialists and the very best local talent. claims, guaranteed surrender values and local statutory Our current strategy in Asia is to leverage our platform to reserves calculated on a prescribed actuarial basis, which generate further shareholder value by continuing to increase includes an underlying interest rate assumption based on the scale of our operations. This is reflected in the following two-year interest rates at the time the policy is sold. strategic commitments: further increasing agency scale and Prudential’s acquisition of Chinfon Life included a back book productivity, continuing to build distribution through with interest rate assumptions at around 6.5 per cent and partnerships, sharpening the focus on health and protection expected liability duration of 30 to 40 years. Since then interest products, developing segmented retirement solutions and rates in Taiwan have declined and – despite economists’ strengthening customer relationships. consistent projections of a rise – rates stood at just 1.4 per cent Although externally the highest profile measure of success at 31 December 2008. Provisions required under the local is new business volumes and how this translates into market solvency requirements have been offset by profits generated share, Prudential’s internal focus is on EEV NBP. Our business from new business, particularly following the introduction in Asia maintains strict financial disciplines to ensure that there of unit-linked business in 2002. The net cash strain we is always a strong correlation between business volumes experienced from this back book was running at the rate and the value generated, as reflected in the shareholders’ of around £50 million per annum.
AER4/8 CER4/8
2008 2007 Change 2007 Change Asia £m £m % £m %
APE sales 1,362 1,287 6 1,369 (1) NBP 741 643 15 693 7 NBP margin (% APE) 54% 50% 51% NBP margin (% PVNBP) 10.1% 9.3% 9.4% Total EEV basis operating profit* 1,309 1,042 26 1,135 15 Total IFRS operating profit* 321 189 70 212 51
*Based on longer-term investment returns excluding fund management operations, development and regional head office expenses.
Notes
See page 21.
45
Business unit review Insurance operations Asia continued
However, for us as an EU domiciled group we are subject to service; claims turnaround is now more efficient; and quotation the requirements of the IGD in measuring solvency. For IGD systems have been upgraded to alert agents to appropriate purposes the liability on the back book is crystallised at around health riders as attachment opportunities to augment core £800 million, with the potential to increase significantly under products. the proposed Solvency II valuation rules. In reviewing the With this foundation in place, innovative products, tailored for allocation of capital across the Group, we saw an opportunity each market are being rolled out. For example, in the fourth to materially improve our capital position by releasing the quarter of 2008 our business in Malaysia launched a critical economic capital supporting the agency distribution business. illness plan that pays the full sum assured for up to three claims, Therefore on 20 February 2009, we announced that we had with cover until age 85. Over 2,000 polices were sold within agreed to transfer the assets and liabilities of the agency the first month. distribution business in Taiwan, including the capital consuming back book, to China Life Insurance Ltd (Taiwan) Critical factors in our success in health and protection, subject to regulatory approval. The transfer will include all include integrating the product initiatives with the distribution policies previously issued by agency, the agency contracts channels, and tailoring sales support activities to the agency, and the agency related support operations. Upon completion bank and direct channels. For example, health products have there will be a one-off negative IFRS impact of approximately been incorporated into agency incentive programmes, and a £595 million after restructuring costs. Free surplus for Life and standalone health care product was launched into the SCB asset management business at 31 December 2008 including channel with simplified underwriting and compelling media Taiwan was £859 million and £1.8 billion excluding it. campaigns to capture direct business and provide leads for other channels.
We will continue to be an active and committed player in the Taiwanese life insurance market through our successful During 2008 new business APE was up 34 per cent, reflecting bancassurance, direct marketing and other non-agency these products’ particular suitability to challenging economic distribution channels. Bank and direct sales accounted for conditions, with their emphasis on protection rather than 29 per cent of our new business in Taiwan in 2008. savings and their lower average premiums. The results from India (up 259 per cent) and Malaysia (up 49 per cent) were Partnership particularly encouraging.
Our bank distribution strategy is heavily influenced by our agency competencies, since we do not simply rely on bank Retirement counter staff to promote insurance products, but also deploy Like the West, Asia has rapidly ageing populations and a a highly-trained and specialised sales force sitting in the bank growing need for financial advice and products to help people branches. These Financial Service Consultants (FSCs) are save for retirement, secure an income during retirement and managed in a very similar way to the agency force; they are protect their financial well being throughout life. accountable for high standards of quality and productivity Prudential has already taken a lead in raising the awareness and they are rewarded for results. There were 8,900 FSCs at of the need for retirement financial planning through the
31 December 2008 up 11 per cent on prior year and during 2008
‘What’s Your Number?’ campaigns, and the retirement FSCs generated 81 per cent of the region’s bank new business. planning message continues to be reinforced through fully During 2008 and in early 2009 we expanded and extended integrated marketing and promotional materials. For example, our successful bank distribution agreement with Standard our websites in Hong Kong, Taiwan, Malaysia and Korea now Chartered Bank (SCB). We now work with SCB in nine include retirement calculators. markets1 and are currently exploring further opportunities for Although market conditions have not been conducive to major protection and Takaful products. SCB Taiwan had a particularly new initiatives in the retirement space during 2008, Prudential impressive fourth quarter, and Prudential’s overall new business continues to develop and launch new retirement orientated from SCB in Asia increased by 35 per cent during 2008. products. For example, in Korea and Malaysia we launched Total new business from the bank channel grew by variable annuity products that provide a guaranteed minimum 27 per cent during 2008 and accounted for 20 per cent of total income on retirement. new business.
Financial performance
Health and protection In 2008, Prudential delivered new business APE of Prudential is implementing a structured and disciplined £1,362 million in Asia, representing growth averaging approach to expanding its health and protection business six per cent over 2007. Although some official market in Asia. A new regional team has been formed with sales statistics are not yet available, Prudential estimates that it management, product development, underwriting, claims, is the leading foreign company or joint venture in seven operations and business development expertise. Underwriting of its 12 life markets. Prudential grew market share in processes have been re-engineered to improve customer six of our 12 countries during 2008.
Note
1 Hong Kong, Singapore, Malaysia, Taiwan, Japan, Korea, Thailand, China, Vietnam.
46 Prudential plc Annual Report 2008
Indonesia was the strongest performer, with new business in corporation tax in Indonesia. All operations saw positive APE rising by 45 per cent, followed by China and Malaysia, experience variances on mortality but these were offset by up 31 per cent and 24 per cent respectively. Market conditions negative persistency experience in Korea. were challenging in all markets and especially so in Korea, The IFRS operating profit for long-term business increased Taiwan and Singapore where sales fell by 15 per cent, from £189 million in 2007 to £321 million in 2008. In Indonesia 12 per cent and 11 per cent respectively. the results increased from £35 million to £55 million whilst in The industry in Korea saw a shift away from variable unit- the established operations (Singapore, Hong Kong and linked products, and towards risk-based and interest-sensitive Malaysia) the growth was more muted, growing from products. PCA Life Korea, however, remained diligently £153 million to £162 million. focused on value not volume. In Taiwan, Prudential had a In Korea the loss of £13 million in 2007 improved to a profit of very successful retirement campaign launch in May and June £12 million in 2008, principally due to a local regulatory change 2007 that was not repeated in 2008. However, there was in accounting basis for acquisition costs. encouraging momentum, particularly in the bank distribution channel in the final quarter with sales up 83 per cent over the India posted a loss of £6 million, before charging development third quarter of 2008. In Singapore regular premium sales were expenses related to the investment in the agency force. The resilient and remained at the same level as 2007, but total APE result also reflects that as the business matures it is appropriate was depressed by lower single premium sales, following to now defer and amortise acquisition costs, resulting in a changes to the Central Provident Fund rules. benefit of £19 million.
Total new business profits increased by 15 per cent as the In Taiwan, where the IFRS basis of reporting reflects US GAAP average profit margin increased from 50 per cent to 54 per for the insurance assets and liabilities of the business the result cent. This profit enhancement was mainly due to changes in increased by £15 million to £60 million. The result for other product mix, country mix and economic assumptions. Of the operations increased from £12 million to £38 million reflecting six markets we disclose separately, five (China, Hong Kong, mainly reserve releases in the Japanese operation.
India, Indonesia and Taiwan) reported increases in new
Each operation has a target for IRR on new business of at least business profit margins compared with 2007.
10 percentage points above the relevant country risk discount Total EEV operating profit from long-term business at £1,309 rate, which varies across Asia from three per cent to 17 per cent. million increased by 26 per cent compared to 2007. In-force Our aggregate IRR in Asia remained in excess of 20 per cent embedded value profits in Asia rose to £568 million in 2008, in 2008. an increase of 42 per cent from 2007. In-force profit in 2008 was driven by the unwind of discount of £434 million, net assumption changes of £135 million, and net experience variances of £(1) million. The net positive assumption changes were driven by persistency assumptions for Singapore, Hong Kong and Malaysia reflecting recent experience of reduced
Barry Stowe lapse rates. These were offset by changes in Taiwan and Korea
Chief Executive mainly relating to premium holidays and expense assumption
Prudential Corporation Asia changes, together with mortality and morbidity assumption changes in Singapore, Taiwan and Hong Kong and a decrease
Outgrowing the region by 2.5 times1
Country Market share Rank
Indonesia 1st Singapore 1st Vietnam 1st Malaysia n/a China2 2nd India 2nd Hong Kong 2nd Philippines 4th
Taiwan 8th Thailand 10th Korea 14th
1 Weighted by country mix excluding Japan.
2 Foreign Companies only.
2008 annual premium equivalent
APE £1,362m %
Other* China
Taiwan 4 3 15 Hong Kong 15 Singapore 8 For position 15 India only Malaysia 7
17 13
3 Indonesia Korea Japan
*Vietnam,T hailand and Philippines.
Business review
47
more:innovation
48 Prudential plc Annual Report 2008
The US remains the largest retirement market in the world. Innovation in product design and speed to market continue to be key drivers of Jackson’s competitive advantage – demonstrated by its ability to anticipate, and respond quickly, to the increased demand for fixed annuities as customers became more risk averse in response to market turmoil.
Business review
Business unit review Insurance operations United States
US ‘The success in the market place of Clark Manning
Jackson continues to be driven by our President and Chief Executive Officer industry-leading distribution organisation Jackson National Life Insurance Company and product innovation, coupled with our sound evaluation of product economics.’
50 Prudential plc Annual Report 2008
The United States is the world’s largest retirement Innovation savings market, and is continuing to grow rapidly. Innovation in product design and speed to market continue As 78 million baby boomers1 reach retirement to be key drivers of Jackson’s competitiveness in the variable age, their retirement assets will shift from asset annuity market. High-quality and cost-effective technology accumulation to income distribution. There are has allowed Jackson to offer a comprehensive product already $2 trillion of assets generating retirement portfolio that can be customised to meet the needs of income in the US – and this amount is forecast to individual customers. We offer products on an unbundled rise to some $7.3 trillion by 2029.2 basis, enabling customers to select those benefits that meet their unique financial requirements and to pay only for those
During 2008, the US financial services industry faced an benefits they truly desire. In our view, leveraging this review unprecedented array of challenges: the S&P 500 index fell by advantage is a more sustainable long-term strategy than Business 38.5 per cent (compared to a 3.5 per cent increase in 2007); competing on price – Jackson will not sacrifice product governmental interest rates fell to historic lows; and global economics for a short-term increase in market share. markets experienced a significant increase in volatility, In 2008, Jackson maintained its track record of continued particularly during the last four months of the year. In addition, product innovation by enhancing our variable annuity credit markets seized and global credit spreads widened to offering with the addition of three new guaranteed minimum historic levels. As a result of these conditions, many financial withdrawal benefits (GMWB) and eight new portfolio service businesses sought to raise new capital in order to investment options. We also introduced two fixed annuity maintain their solvency. products designed specifically for the bank channel, and a These factors caused uncertainty in the market, as consumers fixed index annuity that offers a choice between two market and producers tried to anticipate future equity movements and indexes and two contract lengths. questioned the financial stability of product providers. At the same time, however, increasing credit spreads and falling Customer Service equity markets created favourable market conditions for Inevitably, the difficult market conditions in 2008 resulted the sale of fixed annuities. These developments provided in higher call volume to our service centres. Despite this a competitive advantage to companies able to participate increased workload, we once again demonstrated the ability in both the variable and fixed annuity spaces. to service investors’ and advisers’ needs accurately and efficiently, by earning recognition as a World Class service Initiatives in 2008 provider in the Service Quality Measurement Group’s (SQM) Distribution latest benchmarking study of North American service centres.
The success in the marketplace of Prudential’s US business, Historically, only five per cent of service centres receive World Jackson, continues to be driven by our industry-leading Class designation, but 2008 marked the fourth year that distribution organisation and product innovation, coupled with Jackson has achieved World Class status. We also earned our sound evaluation of product economics. Our long-term SQM’s ‘Highest Customer Satisfaction by Industry’ award for goals for Jackson include the continued and profitable having the highest rate of customer satisfaction in the financial expansion of our share of the US annuities and retail asset services industry. management markets,
which we plan to achieve by building In 2008, the FRC Adviser Insight Series on Marketing on our advantaged position in the advice-based distribution Effectiveness found that Jackson was rated as number one channels. Ongoing profitable growth in Jackson’s share of in ‘Sales Support Satisfaction’, and was the only VA provider the US annuities market largely depends on the continued rated in the top 10 for ‘Overall Satisfaction’ among advisers. enhancement and expansion of our existing product offering, increased penetration of existing distribution channels and entry into new distribution channels, as well as opportunistic inorganic growth.
Notes
1 Source: US Census Bureau
2 Source: Tiburons Strategic Advisers, LLC
AER4 CER4
2008 2007 Change 2007 Change
United States £m £m % £m %
APE sales 716 671 7 724 (1) NBP 293 285 3 308 (5) NBP margin (% APE) 41% 42% 43% NBP margin (% PVNBP) 4.1% 4.3% 4.3% Total EEV basis operating profit* 586 627 (7) 678 (14) Total IFRS operating profit* 406 444 (9) 480 (15)
*Based on longer-term investment returns excludes broker-dealer, fund management and Curian.
Note
See page 21.
51
Business unit review Insurance operations United States continued
Financial performance Fixed index annuity (FIA) APE sales of £50 million in 2008 were Jackson delivered record total APE sales of £716 million in up 11 per cent over 2007. In late 2007, we introduced a new 2008, representing a seven per cent increase over 2007, FIA product for the independent broker-dealer channel and, in during a year when the industry faced numerous challenges. April 2008, launched a new FIA for the bank channel. Our new While admittedly aided by exchange rate movements during FIA products have been very well received by advisers and the year, APE retail sales in 2008 were £596 million, the highest helped drive the year-on-year increase in FIA sales. level in the company’s history. This achievement continues to Our retail annuity net flows increased by six per cent, reflecting demonstrate the resilience of Jackson’s business model and continued low levels of surrender activity. the importance of diversification within our product portfolio.
Institutional APE sales of £120 million in 2008 were up 28 per Variable annuity APE sales of £349 million in 2008 were down cent on 2007, as we continued to participate in this market on 23 per cent from 2007, reflecting continued volatility in US an opportunistic basis. equity markets and intense price competition. Throughout the year, we maintained our disciplined approach to the pricing of EEV basis new business profits of £293 million were three per our variable annuities. In the first three quarters of 2008, we cent higher than in 2007, reflecting a seven per cent increase ranked fourth in variable annuity net flows in the US, and in APE sales, offset to some extent by a shift in the mix of experienced a very low level of outflows as a proportion of business away from variable annuities. Total new business inflows compared to the rest of the industry. During the fourth margin was 41 per cent, slightly below the 42 per cent quarter, Jackson’s quarterly VA sales declined by six per cent achieved in 2007. from the third quarter (at CER) due to the severe equity market The variable annuity new business margin increased from disruption, compared to an industry decline of 12 per cent.3 42 per cent in 2007 to 43 per cent in 2008, with the negative Fixed annuity APE sales of £172 million were up 202 per cent impact of reduced 10-year Treasury rates on expected return over 2007, reflecting our ability to meet changing customer and the risk discount rate being offset by the effect of a number demands through the company’s diversified product portfolio. of positive operating changes.
We ranked sixth in sales of traditional deferred fixed annuities during the first three quarters of 2008, with a market share of five per cent, up from 10th as at year-end 2007.
Note
3 Morningstar, Inc.
Jackson VA new business sales and market share
0 2 4 6 8 10 US$bn
2008 6.5
2007 9.1 2006 7.0
Diversi3cation of earnings has improved
2005 4.7 dramatically since 2004 % 2004 3.6 2003 3.2 2002 2.0 FY08 2001 1.1 FY07 2000 2.6 FY06 1999 1.9 FY05 19980.9 FY04
0 1 2 3 4 5 % 0 20 40 60 80 %
VA new sales US$bn VA market share % Life products Fee based products Annuity spread products (VA and Mutual fund) (FA, FIA and GIC) Corporate and other
52 Prudential plc Annual Report 2008
The fixed index annuity new business margin increased from At 31 December 2008, Jackson had more than £52 billion in US 26 per cent in 2007 to 53 per cent in 2008, primarily as a result GAAP assets, including £15 billion in separate account assets. of an increased spread assumption and changes in economic Through the first eight months of 2008, our separate account assumptions. The spread assumptions increased from 190 assets were an average of £112 million higher than during the basis points for 2007 issues to 220 basis points for 2008 issues, same period of 2007, reflecting continued sales and limited with an associated risk margin of 17 per cent. The FIA margin fund value losses. As a result, our earnings from fee-based increased by nine per cent as a result of the 180 basis points products increased during 2008. reduction in the risk discount rate and the combined impact Jackson recorded impairment write-downs and credit related of declining interest rates and widening spreads in 2008. losses of £624 million in 2008. Gross unrealised losses moved review The fixed annuity new business margin increased from from £439 million at 31 December 2007 to £3,178 million at Business 28 per cent to 37 per cent, primarily as a result of a decrease 31 December 2008. This is discussed in greater detail in the in the risk discount rate, partially offset by our refinement Risk and Capital Management section on page 37. of assumptions about policyholder behaviour.
The new business margin on institutional business declined from 58 per cent in 2007 to 26 per cent in 2008, due to the combined effects of shorter average maturity and a lower discount rate.
Total EEV basis operating profit for the long-term business in 2008 was £586 million, compared to £627 million in 2007. Clark Manning
In-force EEV profits of £293 million were 14 per cent below President and Chief Executive Officer the 2007 profit of £342 million. Experience variances were Jackson National Life Insurance Company £40 million lower in 2008 at AER, due primarily to a smaller spread variance.
IFRS operating profit for the long-term business was £406 million in 2008, down by nine per cent from £444 million in 2007. This decline was primarily due to accelerated DAC amortisation in the declining equity market, which was partially offset by equity hedging gains.
The aggregate IRR in new business at 18 per cent declined slightly due to a shift in product mix with variable annuities accounting for 50 per cent of total sales in 2008 against 70 per cent in 2007.
Organic capital change %
110 100 90 80
70
60
50
Dec 07 Mar 08 Jun 08 Sep 08 Dec 08
Industry Top 100 Jackson S&P500 Index Level
53
more:focus
54 Prudential plc Annual Report 2008
Through a disciplined focus on competing selectively in areas of the retirement savings and income markets where it can generate attractive returns, Prudential UK generates significant value for the Group and remains a leader in the individual annuities, corporate pensions and emerging equity release markets.
In addition, Prudential UK’s strong with-profits offering has proved very successful as consumers review look increasingly to protect themselves from market Business downturns by investing their savings in an actively managed, well-run and financially strong fund.
Business review
Business unit review Insurance operations United Kingdom
UK ‘Prudential UK has a unique combination of Nick Prettejohn competitive advantages including its longevity Chief Executive experience, multi-asset investment capabilities, Prudential UK and Europe brand and financial strength. These put us in a strong position to pursue a value driven strategy.’
56 Prudential plc Annual Report 2008
Prudential UK continues to focus on realising value In Wholesale, Prudential UK’s aim is to participate selectively from the opportunities created by rapid growth in in bulk and back-book buyouts, where we are able to win the need for retirement solutions. Our UK business business based on our financial strength, superior track targets and competes in selected areas of the UK record and annuitant mortality risk assessment capabilities. pre and in-retirement markets, and during 2008 it In the UK wholesale bulk and insurer back-book market, we demonstrated considerable resilience and discipline are maintaining a strict focus on value, and will only participate in a very challenging environment. We remain in transactions that meet our return on capital requirements confident about the long-term growth prospects based on our view of future longevity improvements. There for the UK retirement market. continues to be a significant pipeline of potential wholesale deals but competition remains intense with a number of review In 2008, Prudential UK performed strongly against a market participants competing for business. Business challenging background of volatile capital and equity markets, Within corporate pensions, we will continue to look for growth a declining housing market, and widespread economic from our existing DC schemes, refresh our contract-based uncertainty. In this environment and with ABI data showing DC proposition, and build our presence through new a market decline in retail sales of 10 per cent during the year, scheme wins. our achievement in growing retail sales by 10 per cent was a particularly strong performance. Prudential UK remains on track to deliver £195 million of cost savings by the end of 2010. As announced in Prudential’s The UK is characterised by an ageing population and the 2007 full-year results, the first phase of our UK cost reduction concentration of wealth in the mass affluent and high net programme delivered savings of £115 million per annum. The worth sectors – a combination that positions the retirement agreement with Capita, under which Prudential UK outsourced and near-retirement segment as the fastest-growing in the a large proportion of its in-force and new business policy marketplace. Low savings rates and high levels of consumer administration, commenced in April 2008 and will ultimately debt, coupled with an increasing shift in responsibility for deliver £60 million per annum of savings. providing retirement income away from Government and employers towards individuals, have resulted in individuals
Initiatives in 2008 in the UK being inadequately provided for during
Maintaining leadership position in individual annuities increasingly long periods of retirement.
Prudential UK’s strong internal annuity pipeline is
Prudential UK has a unique combination of competitive supplemented by strategic partnerships with third-parties, advantages including its longevity experience, multi-asset where we are the recommended annuity provider for investment capabilities, brand and financial strength. These customers vesting their pensions at retirement. put us in a strong position to pursue a value driven strategy In the key area of with-profits annuities, we can bring our that generates attractive returns across our Retail and core manufacturing strengths to bear while also capitalising on Wholesale businesses. people’s need for protection from inflation through increasingly Prudential UK has a significant pipeline of internal vestings long periods of retirement. We have been operating in the UK annuity business from maturing individual and corporate with-profits annuity market since 1991 and are now the market pension policies, which is expected to remain at least at the leader with a market share of over 85 per cent. current level until 2025. It is the largest
annuity provider in In the second half of 2008, Prudential UK introduced lifestyle the UK market, with approximately 1.5 million annuities in rating using postcodes for pricing non-profit individual annuities. payment. Looking forward, the UK annuities market is The introduction of lifestyle pricing allows us to price in a expected to grow in the near term, and we expect to manner more reflective of risks associated with the business maintain a significant share of this market. we are writing.
Prudential UK’s with-profits business performed particularly
In the final quarter of 2008, Prudential UK – working in strongly during 2008. With-profits, when invested in an conjunction with Hannover Re – launched an enhanced actively managed, and financially strong fund like Prudential’s, annuity, for which the longevity risk is shared, and which continues to be an attractive medium to long-term investment, uses Hannover Re’s efficient market underwriting model. offering annualised returns which compare favourably with The current market for enhanced annuities is estimated to other investment options. Our UK with-profits fund has exceed £1 billion. delivered investment returns of 67.2 per cent over 10 years compared with the FTSE All-share index (total return) of 12.4 per cent over the same period.
Business review
AER4/8 CER4/8
2008 2007 Change 2007 Change
United Kingdom £m £m % £m %
APE sales 947 910 4 910 4 NBP 273 277 (1) 277 (1) NBP margin (% APE) 29% 30% 30% NBP margin (% PVNBP) 3.4% 3.6% 3.6% Total EEV basis operating profit* 1,081 859 26 859 26 Total IFRS operating profit* 589 528 12 528 12
*Based on longer-term investment returns.
Notes
See page 21.
57
Business unit review Insurance operations United Kingdom continued
Given the UK’s compulsory annuitisation age of 75, an The sales growth across Prudential UK’s with-profits range increasingly sophisticated consumer population, and the rising has been achieved on the back of sustained strong investment incidence of second careers and semi-retirement as a result of performance in its Life Fund over a number of years, reflecting increasing longevity, the market has seen good growth in the the benefits of its diversified investment policy. We believe this ‘bridge’ between pensions and annuities through income market will continue to see further growth as investors turn to drawdown products. We launched our new income drawdown trusted and financially strong brands and products offering an product in late 2007 and achieved sales of £8 million APE in element of capital protection.
2008 compared to £3 million in the previous year. This product helps customers manage their pension through the various Growing other income streams stages of retirement, and also offers flexibility while providing The PruHealth joint venture uses the Prudential brand and potential for capital growth. Discovery’s expertise to build branded distribution in private healthcare. Since its launch, PruHealth has established itself Building share of the equity release market in the marketplace, and it now has 187,000 lives insured. Prudential UK entered the equity release market three years The focus for PruHealth going into 2009 is to continue to ago, and grew its share of this market to 23 per cent by the increase sales volumes, grow the in-force book and manage end of 2008. Investing in property has been an increasingly its loss ratio. important component for many people saving for their PruProtect, which was launched in the third quarter of 2007, retirement. With around £700 billion owned by pensioners follows the success of PruHealth by applying the Vitality in property in the UK, pensioners can consider options such points system. PruProtect’s product is focused around a as equity release to help deliver an adequate income in core philosophy of helping people become healthier while retirement. This is likely to become increasingly important as protecting and improving the quality of their lives. people live longer and the cost of living continues to rise. In an environment of falling house prices and the associated risk of
Strengthening relationships with intermediaries negative equity, we reduced our maximum loan-to-value ratio, Prudential UK’s intermediaries distribution channel saw which impacted sales in the latter part of 2008. We will significant growth in 2008. The business increased its field continue to maintain a disciplined approach to lending sales-force with an additional 10 regional sales units, and the in this market. focus is to continue developing deeper and better relationships with key accounts and through partnership arrangements. We
Growing the volume of products that use Prudential’s have been successful in gaining over 40 new panel positions multi-asset management expertise in 2008, meaning that our products are now more widely Prudential UK’s total retail with-profits business has performed available to intermediaries than before. In addition, PruFund very strongly across a range of products. The strong sales is now panelled across almost all the major UK retail banks. growth for with-profits bonds reflects the strength of our with-profits offering and an increasing demand for this type of
Maintaining strict focus on value in the bulk annuity product as consumers increasingly look to protect themselves and back-book markets from market downturns, especially in an actively managed, Prudential UK maintained its strict focus on value in the bulk well-
run and financially strong fund. annuity and back-book markets in 2008, completing Sales of PruFund, Prudential UK’s unitised and smoothed transactions totalling APE £142 million. These included the investment plan, were particularly strong during the year. Since bulk annuity buy-in agreements with Goldman Sachs for the October 2008 PruFund has been available across Prudential reinsurance of APE £30 million of Rothesay Life’s non-profit UK’s range of tax wrappers, including individual pensions, annuity business and with the Trustee of the Cable & Wireless income drawdown and onshore and offshore bonds. We also Superannuation Fund for the reinsurance of APE £106 million launched the new PruSelect range of unit-linked funds across of liabilities relating to the scheme’s pensioners in payment. our UK pensions and investments products, more than doubling the number of funds available.
Prudential UK individual annuity sales % Prudential UK retail sales %
Intermediated Other
18 O3shore 13 products 7 Annuities 35 Direct and Bonds 14
25 57 Internal vesting Partnership
31 Corporate pensions
58 Prudential plc Annual Report 2008
The latter represented the largest ever bulk annuity buy-in deal EEV basis total operating profit based on longer-term in the UK and the biggest bulk annuity deal to be announced investment returns of £1,081 million, before restructuring costs in 2008, demonstrating our ability to complete complex and of £14 million, were up 26 per cent on 2007. The 2008 in-force innovative transactions. year operating result includes £569 million relating to the unwind of discount to the value of in-force business, the In the Wholesale market, we are maintaining a strict focus on release of £80 million of provisions not now required, and value and will only participate in transactions that meet our a £118 million benefit from rebalancing assets, including return on capital requirements. lifetime mortgage assets, that support the shareholder backed annuity portfolio.
Cost management
Prudential UK has continued to make good progress against In 2002 Prudential UK transferred its general insurance its cost reduction plans. As announced in Prudential’s 2007 business to Churchill. We receive a commission payment for full-year results, the first phase of our UK cost reduction Prudential-branded general insurance products, and in 2008 programme delivered savings of £115 million per annum. this arrangement resulted in a net payment to Prudential of The agreement with Capita, which commenced in April 2008, £44 million. will ultimately deliver a further £60 million per annum of Prudential UK continues to manage actively the retention savings and will enable our UK business to achieve its total of the in-force book. During 2008, persistency experience cost savings target of £195 million by the end of 2010. at an aggregate level has been in line with our long-term The Capita contract also provides a significant reduction assumptions. in long-term expense risk, by providing Prudential UK with IFRS total operating profit before restructuring costs certainty on per-policy costs as the number of policies in the increased by 12 per cent to £589 million. This reflected profits mature life and pensions book decreases over the coming years. attributable to the with-profits business of £395 million and Over time, the Capita contract will result in the migration of 15 per cent growth from the long-term shareholder backed approximately seven million in-force policies from a number business. For shareholder-backed annuity business, the of Prudential legacy IT systems to two Capita proprietary operating profit includes a charge of £413 million for platforms, significantly enhancing operational performance. strengthening the allowance for credit defaults. Partially offsetting this is £390 million for the impact of rebalancing the Financial performance credit portfolio, also in the shareholder annuity fund. At the In an environment of unprecedented volatility in capital start of 2008 the portfolio was overweight in gilts with an and equity markets, a declining housing market and general average rating of AA versus a benchmark of A. The rebalancing economic uncertainty, Prudential UK performed strongly has led to the fund now having an average rating of A+ thereby in 2008. remaining ahead of benchmark. IFRS profit for General Insurance commission increased to £44 million as cash now Our total UK APE sales of £947 million represented a rise begins to emerge following the 2002 sale of the business to of four per cent on 2007. Retail sales of £803 million were Churchill. We expect General Insurance commission to 10 per cent higher than 2007. Individual annuity and corporate continue to emerge around this level in the near term. pension sales were substantial and in line with 2007, despite volatile market conditions. Sales growth was driven by strong Prudential UK writes with-profits annuity, with-profits bond growth in with-profits bonds supplemented by growth in and with-profits corporate
pensions business in its life fund, lifetime mortgages, offshore products and PruHealth. with other products backed by shareholder capital. The weighted average post-tax IRR on the shareholder capital There was a slight decrease in EEV new business profits to allocated to new business growth in the UK was 14 per cent. £273 million in 2008 from £277 million in 2007, reflecting a decline in new business margin to 29 per cent from 30 per cent. The lower new business margin largely reflects allowances for higher credit risk on individual annuity business, and a lower level of wholesale bulk annuity and insurer back book sales in 2008. New business profits relating to the Retail business increased slightly to £226 million from £223 million.
Nick Prettejohn
Our UK business maintained its strict focus on value in the Chief Executive wholesale bulk annuity and insurer back-book markets in 2008, Prudential UK and Europe with new business profits of £46 million in 2008, reflecting a margin of 32 per cent and a 14 per cent IRR.
Business review
Total EEV operating pro3t £m Total IFRS operating pro3t £m
26% 12%
2008 £1,081m 2008 £589m
2007 £859m 2007 £528m
59
more: expertise
60 Prudential plc Annual Report 2008
M&G remains at the forefront of investment thinking – constantly seeking out new ways of managing its funds and developing its product range to realise the best investment opportunities over the long term.
In the toughest conditions for decades M&G delivered an exceptional performance, with record gross inflows of £16.2 billion, an increase of 10 per cent on the previous year, and 35 per cent of Retail funds delivered top-quartile investment performance over three years.
Business review
61
Business unit review Asset management M&G
UK ‘M&G is a performance-led asset management Michael McLintock business that is focused on delivering strong Chief Executive and returns for internal and external clients, while M&G continuing to provide capital-efficient profits Europe and strong cash flow to Prudential.’
62 Prudential plc Annual Report 2008
Global M&G
The Prudential Group’s asset management M&G is comprised of the M&G asset management business operations add value to our various insurance and Prudential Capital. businesses by delivering sustained out-performance for our life and pension funds. They are also M&G’s asset management business important profit generators in their own right, M&G is our UK and European fund manager, responsible for having low capital requirements and generating £141 billion of investments as at 31 December 2008 on behalf significant cash flow for the Group. of both internal and external clients.
M&G is an investment-led business which aims to deliver Our asset management businesses are well placed to superior investment performance and maximise risk-adjusted capitalise on their leading market positions and strong track returns in a variety of macro-economic environments. Through records in investment performance. These advantages enable M&G we seek to add value to our Group by generating us to deliver positive net flows and profit growth, as well as attractive returns on internal funds as well as growing profits strategically diversifying the Group’s investment propositions from the management of third-party assets. Such external in retail financial services (RFS) markets worldwide. The funds now represent a third of M&G’s total funds under fact that these markets are increasingly favouring greater management (FUM). product transparency, greater cross-border opportunities and more open-architecture investment platforms also plays Our overall strategy at M&G is to focus first and foremost to our strengths. on investment performance, by recruiting, developing and retaining market-leading investment talent, and by providing Prudential’s various asset management businesses operate the environment and infrastructure this talent needs to using different models and under different brands, all tailored perform to its full potential. to their particular markets and unique strengths. However, they continue to work together by managing money for each In the retail market, our strategy is to maximise the value of other with clear regional specialisation, distributing each our centralised investment function through a multi-channel, others’ products, and sharing vital knowledge and expertise multi-geography distribution approach. Key themes in recent in areas such as credit research. years have included the growing proportion of business sourced from intermediated channels and the growth of Each business and its performance in 2008 is summarised on cross-border products. Our diverse product portfolio has the following pages. proved its worth during the recent turmoil as, for example, bond funds have become more popular than equity based products.
M&G’s institutional strategy centres on leveraging capabilities developed primarily for internal funds into higher margin external business opportunities. In recent years this has allowed us to operate at the forefront of a number of specialist fixed income strategies, including leveraged finance and infrastructure investment. The recent chaos in capital markets has resulted in a renewed focus on more traditional credit and equity mandates, again drawing on our core research and investment expertise.
AER4 CER4
2008 2007 Change 2007 Change M&G £m £m % £m %
Net investment flows 3,407 4,958 (31) 4,958 (31) Revenue 455 482 (6) 482 (6) Other income 25 30 (17) 30 (17) Staff Costs (184) (224) 18 (224) 18 Other Costs (111) (113) 2 (113) 2 Underlying profit before Performance-related Fees 185 175 6 175 6 Performance-related fees 43 28 54 28 54 Operating profit from asset management operations 228 203
12 203 12 Operating profit from Prudential Capital 58 51 14 51 14 Total IFRS operating profit 286 254 13 254 13
Note
See page 21.
63
Business review
Business unit review Asset management M&G continued
Initiatives in 2008 M&G’s net retail inflows in the UK were up 62 per cent on 2007 The global financial crisis has had a negative impact on asset at £1.9 billion, while the more challenging European market values across classes and geographies. At M&G, this has a resulted in net flows of zero, compared to £0.8 billion of inflow direct impact on our FUM as well as important consequences in 2007. A significant achievement for our retail distribution for new business sales and existing client persistency. In this team has been the development of the discretionary manager challenging environment investment performance is more channel (including stockbrokers, family offices and fund of critical than ever, further illustrating the value of our core funds managers), with net sales of £0.7 billion in 2008, up from strategy. £0.4 billion in 2007.
In the three years to December 2008, 35 per cent of M&G’s Among M&G’s institutional businesses, a difficult year for our retail funds delivered top-quartile investment performance1. Macro Investment Business (net outflows of £0.9 billion) was more than offset by strong net inflows of £0.3 billion to our In Europe, the asset management industry has seen net infrastructure fund and £0.8 billion to segregated equity funds. outflows of ¤334 billion2 in 2008, while the IMA reported Our high quality of client servicing and diverse product £2.1 billion of net outflows from UK asset managers across offering enabled us to maintain positive inflows of £1.3 billion Retail and Institutional funds3. during a period that saw net institutional outflows for asset Against this background M&G performed extremely well in managers of £6.3 billion according to the IMA4.
2008, with record gross inflows from external customers of
A key cost management initiative in 2008 was the outsourcing £16.2 billion, up from £14.7 billion in 2007. Higher redemption of M&G Retail’s direct customer servicing. As well as generating rates resulted in somewhat lower net inflows of £3.4 billion, immediate annual savings of around £3 million, this will allow us compared to £4.9 billion in 2007 and £6.1 billion in 2006, to move from a fixed to a variable cost base for this channel. which was M&G’s record year to date.
Our strategy of maximising diversity across the business Financial performance proved its worth in 2008, as demonstrated by increased net In the face of a very challenging economic environment, M&G inflows to retail bond funds of £1.4 billion, up from £0.2 billion recorded record profits in 2008, with an operating result of in 2007. These helped to offset a decline in equity fund net £228 million, up from £203 million in 2007. This means our inflows, which fell to £0.7 billion, down from £1.7 billion profit has grown by 21 per cent compounded annually since in 2007. 2004. Our underlying profit growth, which excludes volatile
Notes
1 Source: Morningstar
2 Source: EFAMA, all funds excluding UK
3 Source: IMA data includes collective investments
4 Source: IMA data is for UK only and includes collective investments
Funds under management by client M&G profit split by client type in 2008, excluding (total £141bn) % PRFs and carried interest (total £185m) %
Retail 14
Internal and Unallocated 30
Institutional 20 47 Retail
66 Internal
Institutional 23
64 Prudential plc Annual Report 2008
performance related fees (PRFs) and carried interest earned Prudential Capital on private equity investments, has grown by 23 per cent compounded annually over the same period to reach Prudential Capital – rebranded from Prudential Finance £185 million in 2008, up from £175 million in 2007. in 2007 – manages Prudential’s balance sheet for profit by leveraging Prudential’s market position. This business has In 2008 M&G benefited from – and continued to promote –three strategic objectives: to operate a first-class wholesale greater diversity in terms of profit-generating activities and and capital markets interface; to realise profitable proprietary the chart illustrates how our profitability is well spread across opportunities within a tightly-controlled risk framework; and to internal, retail and institutional markets. provide professional treasury services to Prudential. Prudential We achieved net investment inflows for the year in both the Capital generates revenue by structuring transactions, retail (£2.1 billion, down from £2.7 billion in 2007) and providing bridging finance, and operating a securities lending institutional (£1.3 billion, down from £2.2 billion in 2007) and cash management business for our Group and its clients. markets, while our overall external FUM was negatively The business has continued to grow in terms of investment, impacted by falls in the value of underlying assets. infrastructure and personnel in a controlled way, while M&G’s total FUM at the end of 2008 was £141 billion, down maintaining the dynamism and flexibility necessary to identify 15 per cent from the start of the year. and realise opportunities for profit. Prudential Capital is committed to working more closely with other business units During 2008, M&G continued to focus on effective cost across the Group to exploit opportunities and improve value management to limit the impact of falling FUM on bottom-line creation for Prudential as a whole. At Prudential Capital, we are results. Our overall overhead costs fell 16 per cent in 2008. also taking a more holistic view on hedging strategy, liquidity However it is important to note that this partially reflects a and capital management for the Group. one-off reduction in long-term incentive costs.
Prudential Capital has a diversified earnings base derived Our cost/income ratio was 60 per cent in 2008, down from bridging, structured finance and wholesale markets. from 66 per cent in 2007, having improved from 75 per cent We delivered a good financial result from this business in 2008, in 2004. driven by increased investment activity and a strong securities M&G continues to provide capital efficient profits and lending performance. As a result of increased revenue and cash generation for the Prudential Group, as well as maintaining a low cost/income ratio, operating profits strong investment returns on our long-term business funds. increased by 14 per cent to £58 million, resulting in a cash Return on capital of 91 per cent and cash remittances of remittance to the holding company of £61 million.
£106 million in 2008 provided strong support for the Group’s corporate objectives.
Michael McLintock
Chief Executive M&G
Movement in M&G’s external FUM in 2008 £bn Cost/income ratio 2004–2008 %
£51.2bn
£2.1bn
£1.3bn 80 £(7.6)bn 70
£47bn 60
45 50 55 £bn 2004 2005 2006 2007 2008 %
Opening Institutional Closing external FUM net sales external FUM Retail net sales Market movements
65
Business review
Business unit review Asset management Asia
In order to capitalise on the exciting and sizeable opportunities 31 December 2008 funds under management in Asia’s retail financial services market, Prudential’s Asian by country Mutual funds AUM £15.2bn % asset management business maintained its focus in 2008 on building a strong third-party customer retail franchise.
Prudential now has retail operations in 10 Asian markets and its
Singapore Vietnam growth strategy is targeted at meeting specific market needs.
China 7 1 India (49%)
The customer proposition is driven by Prudential’s strong HK MPF 3
8 20 investment capabilities that enable it to develop innovative product suites, and distribute them through diverse channels including regional banks, local banks, private banks, and Korea 15 17 securities houses and an internal sales force. Over the last 3 Taiwan 10 years, Prudential has become one of the largest and UAE
5 most successful domestic asset management companies Japan 21 Malaysia in the region.
In addition to retail funds, Prudential’s Asian asset management business manages funds for Prudential’s Prudential continues to explore opportunities in Islamic funds, Asian and UK Life businesses. It further supports the Asian and in the UAE it signed a Memorandum of Understanding to Life Business with the design of funds for investment linked expand marketing co-operation and distribution of Shariah products. Prudential is also growing its third-party funds in Malaysia and the Middle East. Prudential’s property institutional and pension fund management business. fund management business PRUPIM, delivered solid performance that included raising £97 million for a new Initiatives in 2008 Vietnam Property Fund launched in 2008.
In Taiwan, PCA Securities Investment Trust successfully introduced the PCA Green Solution Fund, the third-largest Financial performance
IPO launched in the country. On the institutional client front, Prudential’s Asian asset management business’s total FUM we secured a domestic equity mandate from Taiwan’s New as at 31 December 2008 was £36.8 billion. This included Labour Pension Fund, for £63 million (TWD 3 billion) of assets. £4.9 billion of assets from the Group, £16.7 billion from Similarly, in China, the Triple Benefit Bond Fund and Blue Chip Prudential Corporation Asia’s life funds, and £15.2 billion Equity Fund launched in 2008 by CITIC-Prudential Fund from third-party customers. Compared to 2007, the overall Management Company Limited raised over £253 million FUM dropped by 27 per cent at CER, primarily as a result of despite the bearish market conditions. In Korea, the focus on negative market movements. In comparison, the MSCI Asia providing innovative variable annuities, variable unit linked ex-Japan Index fell by 52 per cent in 2008. and corporate pension products to third-party insurance Despite volatile market conditions, our net inflows remained institutions succeeded in building a more persistent customer positive at £0.86 billion, led by the good performance base. The Japanese business is now the largest India funds in Taiwan and Japan. Of the £0.86 billion in net inflows, provider in Japan, following the successful launch of the fourth 66 per cent was from Equity/Bond funds and 34 per cent India-themed fund (India Consumer Fund). Additionally, the from Money Market Funds.
Employees Provident Fund Organisation in India approved ICICI-Prudential Fund Management as one of the three private IFRS profit from fund management was £52 million, a fall of sector asset management companies to manage incremental 28 per cent, driven by decreasing funds under management flows into its fund. and performance related fees as a result of the current market situation.
The asset management business requires very little capital to support its growth, and in 2008 it remitted a net £36 million to the Group.
AER4 CER4
2008 2007 Change 2007 Change Asia £m £m % £m %
Net investment flows 855 2,961 (71) 3,455 (75) Total IFRS operating profit* 52 72 (28) 78 (33)
*Based on longer-term investment returns.
Note
See page 21.
66 Prudential plc Annual Report 2008
Business unit review Asset management United States
US asset management US broker-dealer
PPM America (PPMA) manages assets for Prudential’s US, National Planning Holdings (NPH) is Jackson’s affiliated UK and Asian affiliates. We also provide other affiliated and independent broker-dealer network. The business is unaffiliated institutional clients with investment services comprised of four broker-dealer firms, including INVEST including collateralised debt obligations (CDOs), private equity Financial Corporation, Investment Centers of America, funds, institutional accounts, and mutual funds. At PPMA, our National Planning Corporation, and SII Investments. strategy is focused on managing existing assets effectively, We continue to grow NPH’s business through strong maximising the benefits gleaned from synergies with our recruiting efforts. By utilising our high-quality, state-of-the-art international asset management affiliates, and leveraging technology, we provide NPH’s advisers with the tools they investment management capabilities across the Prudential need to operate their practices more efficiently. At the same Group. We also pursue third-party mandates on an time, through its relationship with NPH, Jackson continues to opportunistic basis. benefit from an important retail distribution outlet, as well as receive valuable insights into the needs of financial advisers
Financial performance and their clients. IFRS operating profit in 2008 was £2 million, down from £4 million in 2007, primarily due to lower investment income
Financial performance and performance-related fees.
NPH generated record revenues of £328 million during the Year end 2008 funds under management of £46 billion were year, up from £300 million in 2007, on gross 2008 product sales as follows: of £8 billion. Our network continues to experience profitable results, with 2008 IFRS operating profit of £8 million, an PPMA Funds under management £bn 11 per cent decrease at AER from £9 million in 2007. We also Asia US UK Total increased the number of registered advisers in our network to approximately 3,165 at the end of 2008.
Insurance 0 30 11 41 Unitised 3 0 1 4 Institutional 0 0 0 0 CDOs 0 1 0 1
Total 3 31 12 46
AER4 CER4
2008 2007 Change 2007 Change
PPM America £m £m % £m %
Total IFRS operating profit* 2 4 (50) 4 (54)
AER4 CER4
2008 2007 Change 2007 Change
Broker-dealer £m £m % £m %
Revenue 328 300 9 324 1 Costs (320) (291) 10 (315) 2 Total IFRS operating profit* 8 9 (11) 9 (11)
*Based on longer-term investment returns.
Note
See page 21.
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Business review
Business unit review Asset management United States continued
Curian
Curian Capital, Jackson’s registered investment adviser, provides innovative fee-based separately-managed accounts and investment products to advisers through a sophisticated technology platform. Curian expands Jackson’s access to advisers while also providing a complement to Jackson’s core annuity product lines.
Financial performance
Curian’s results during 2008 improved, despite the significant impact of falling equity markets on its assets under management. Our effective management of costs and an eight per cent increase in average assets under management contributed to this result. At the end of 2008, we had total assets under management of £1.8 billion, compared to £1.7 billion at the end of 2007 (£2.4 billion at CER). We generated deposits of £591 million in 2008, down 11 per cent on 2007. The decline in both deposits and assets under management at CER were mainly due to difficult conditions in the equity markets, with the S&P 500 index falling 38.5 per cent during 2008.
AER4 CER4
2008 2007 Change 2007 Change Curian £m £m % £m %
Gross investment flows 591 663 (11) 717 (18) Revenue 24 20 20 22 9 Costs (27) (25) 8 (27) (0) Total IFRS operating profit* (3) (5) (35) (5) (40)
*Based on longer-term investment returns.
Note
See page 21.
68 Prudential plc Annual Report 2008
Other corporate information
Financial instruments Unallocated surplus of with-profits
Our Group is exposed to financial risk through our financial During 2008, the unallocated surplus, which represents the assets, financial liabilities, and policyholder liabilities. The key excess of assets over policyholder liabilities for the Group’s financial risk factors that affect us include market risk, credit with-profits funds on a statutory basis, decreased from risk and liquidity risk. Information on our Group’s exposure £14.0 billion at 1 January to £8.4 billion at 31 December. to financial risk factors, and our financial risk management objectives and policies, is provided both in the Risk and Inherited estate of Prudential Assurance Capital Management section of this Business Review and The assets of the with-profits sub-fund (WPSF) within the in Section C of the financial statements on pages 177 to 180. long-term fund of The Prudential Assurance Company Limited (PAC) are comprised of the amounts that it expects to pay Further information on the sensitivity of our Group’s financial out to meet its obligations to existing policyholders and an instruments to market risk and our use of derivatives is also additional amount used as working capital. The amount provided in notes D1 to D4 and G2 and G3 of the financial payable over time to policyholders from the WPSF is equal statements, which are on pages 181 to 230 and pages 256 to to the policyholders’ accumulated asset shares plus any 261 respectively. additional payments that may be required by way of smoothing or to meet guarantees. The balance of the assets of the WPSF
Treasury policy is called the ‘inherited estate’ and has accumulated over many The Group operates a central treasury function, which years from various sources. has overall responsibility for managing our capital funding programme as well as our central cash and liquidity positions. The inherited estate, as working capital, enables PAC to support with-profits business by providing the benefits The aim of our capital funding programme, which includes the associated with smoothing and guarantees, by providing £5,000 million MTN programme together with the unlimited investment flexibility for the fund’s assets, by meeting the commercial paper programme, is to maintain a strong and regulatory capital requirements that demonstrate solvency flexible funding capacity. and by absorbing the costs of significant events or fundamental Prudential UK and Prudential Corporation Asia use derivatives changes in its long-term business without affecting the bonus to reduce equity risk, interest rate and currency exposures, and investment policies. The size of the inherited estate and to facilitate efficient investment management. In the US, fluctuates from year to year depending on the investment Jackson uses derivatives to reduce interest rate risk, to facilitate return and the extent to which it has been required to meet efficient portfolio management and to match liabilities under smoothing costs, guarantees and other events. fixed index policies.
Our overriding priority is to maintain the long-term financial It is Prudential’s policy that derivatives are only used to hedge security of the WPSF and to continue delivering strong exposures or facilitate efficient portfolio management. performance for the benefit of its policyholders.
Amounts at risk are covered by cash or by corresponding assets.
Defined benefit pension schemes
Due to the geographical diversity of our businesses, we The Group operates four defined benefit schemes, three are subject to the risk of exchange rate fluctuations. Our in the
UK, of which by far the largest is the Prudential Staff international operations in the US and Asia generally write Pension Scheme (PSPS), and a small scheme in Taiwan. policies and invest in assets denominated in local currency. The level of surplus or deficit of assets over liabilities for Although this practice limits the effect of exchange rate defined benefit schemes is currently measured in three fluctuations on local operating results, it can lead to significant ways: the actuarial valuation, FRS 17 (for parent company fluctuations in Prudential’s consolidated financial statements and subsidiary accounting in the UK), and IAS 19 for the upon conversion of results into pounds sterling. The currency Group financial statements. exposure relating to the conversion of reported earnings is not separately managed, as it is not in the economic interests of the Group to do so. The impact of gains or losses on currency conversions is recorded as a component of shareholders’ funds within the statement of recognised income and expense.
The impact of exchange rate fluctuations in 2008 is discussed elsewhere in this financial review.
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Business review
Other corporate information continued
Defined benefit schemes in the UK are generally required to Products and drivers of insurance operations’ profits be subject to full actuarial valuation every three years to assess Asia the appropriate level of funding for schemes having regard to The life insurance products offered by Prudential Corporation their commitments. These valuations include assessments of Asia include with-profits (participating) and non-participating the likely rate of return on the assets held within the separate term, whole life and endowment and unit-linked policies. trustee administered funds. PSPS was last actuarially valued To supplement our core life products we also offer health, as at 5 April 2005 and this valuation demonstrated PSPS to be disablement, critical illness and accident cover.
94 per cent funded, with a shortfall of actuarially determined
The primary focus in Asia is regular premium products that assets to liabilities of six per cent, representing a deficit of provide both savings and protection benefits.
£243 million.
In 2008, the new business profit mix in our Asian insurance As a result, changes were made to the basis of funding for business was derived 50 per cent from accident and health PSPS with effect from that date. Deficit funding amounts products, 40 per cent from unit-linked and 10 per cent from designed to eliminate the actuarial deficit over a 10-year period non-linked. have been and are being made. Following these changes, total contributions to PSPS for deficit funding and employer’s Unit-linked products combine savings with protection, with contributions for ongoing service for current employees were the cash value of the policy depending on the value of the expected to be of the order of £70-75 million per annum, underlying unitised funds. Participating products provide subject to a reassessment when the subsequent valuation is savings with protection where the basic sum assured can be completed. enhanced by a profit share (or bonus) from the underlying fund as determined at the discretion of the insurer. Non-In 2008 our total contributions for the year including participating products offer savings with protection where expenses and augmentations were £79 million. Deficit funding the benefits are guaranteed or determined by a set of defined for PSPS is apportioned in the ratio of 70/30 between the market-related parameters. Accident and health products PAC life fund and shareholder-backed operations following provide mortality or morbidity benefits and include health, detailed consideration in 2005 of the sourcing of previous disablement, critical illness and accident cover. These products contributions. Employer contributions for the ongoing service are commonly offered as supplements to main life policies, of current employees are apportioned in the ratio relevant to but can also be sold separately. current activity. The PSPS valuation as at 5 April 2008 is currently being finalised. Policyholder and insurer share the profits from participating policies (typically in a 90:10 ratio) in the same way as with-profits In 2008, the Group adopted IFRIC 14, ‘IAS 19 The Limit on business in the UK. With unit-linked products, shareholders a Defined Benefit Asset, Minimum Funding Requirements and receive the profits arising from managing the policy, its their Interaction’ (IFRIC 14). IFRIC 14 provides guidance on the investments and the insurance risk. Policyholders within the recognition of IAS 19 surpluses in, and funding obligations for, underlying unitised fund receive investment gains. The profits defined benefit pension schemes. As a result of the adoption from
accident and health and non-participating products come of IFRIC 14, in respect of the position at 31 December 2008, from any surplus remaining after paying policy benefits. the Group has not recognised its interest in the underlying PSPS pension surplus of £615 million net of related tax relief, Unit-linked products tend to have higher profits on the EEV reflecting the difference between the market value of the basis of reporting than traditional non-linked products, as scheme assets and the discounted value of the liabilities, expenses and charges are better matched and solvency capital which would have otherwise been recognised as an asset requirements are lower. At the end of 2008, we were offering on its balance sheet under the previous policy. In addition, unit-linked products in 11 of the 12 countries in Asia in which the Group has recognised a provision for deficit funding to we operate, with the only exception being Thailand.
5 April 2010 of £55 million net of related tax relief in respect
In addition to the life products described above, we offer of PSPS. The underlying assets and liabilities of PSPS are mutual fund investment products in India, Taiwan, Japan, unaffected by the adoption of IFRIC 14.
Singapore, Malaysia, Hong Kong, Korea, Vietnam and China, As at 31 December 2008, after the effect of the adoption of thus enabling customers to participate in debt, equity and IFRIC 14, the shareholders’ share of the pension liability for money market investments. We are also licensed in the United PSPS’ deficit funding obligation and the other schemes’ deficits Arab Emirates. Prudential Corporation Asia earns a fee based amounted to a £61 million liability net of related tax relief. The on assets under management. total share attributable to the PAC with-profits fund amounted to a liability of £60 million net of related tax relief in respect of the PAC with-profits fund’s share of the liability for deficit funding to 5 April 2010 on PSPS and the deficit on the smaller Scottish Amicable scheme.
70 Prudential plc Annual Report 2008
United States contract holder may cancel the contract for the surrender Jackson’s product offerings include variable, fixed and fixed value. Fixed index annuities continue to be a profitable index annuities, as well as life insurance, retail mutual funds product, benefiting from favourable spread and the effective and institutional products. management of equity risk. The fixed index book provides natural offsetting equity exposure to the guarantees issued in Annuities conjunction with our variable annuity products, which allows Annuity products are long-term individual retirement for efficient hedging of the net equity exposure. products, which offer tax-deferred accumulation on the Variable annuities are tax-advantaged, deferred annuities funds invested until proceeds are withdrawn from the policy. where the rate of return depends upon the performance of Interest-sensitive fixed annuities are used for asset the underlying portfolio, similar in principle to UK unit-linked accumulation in retirement planning and for providing income products. They are also used for asset accumulation in in retirement and offer flexible payout options. The contract retirement planning and to provide income in retirement. The holder pays us a premium, which is credited to the contract contract holder can allocate the premiums between a variety of holder’s account. Periodically, interest is credited to the variable sub-accounts with a choice of fund managers and/or contract holder’s account and administrative charges are guaranteed fixed-rate options. As with a unit-linked fund, the deducted. We may reset the interest rate on each contract contract holder’s premiums allocated to the variable accounts anniversary, subject to a guaranteed minimum, in line with are held separately from Jackson’s general account assets. state regulations. When the annuity matures, we either pay The value of the portion of the separate account allocated the contract holder the amount in the contract holder account, to variable sub-accounts fluctuates with the underlying or begin making payments to the contract holder in the form investments. Variable annuity policies are subject to early of an immediate annuity product – similar to a UK annuity surrender charges for the first four to seven years of the in payment. contract. During the surrender charge period, the contract holder may cancel the contract for the surrender value. We Fixed annuity policies are subject to early surrender charges offer one variable annuity that has no surrender charges and for the first six to nine years of the contract. In addition, the we also offer a choice of guaranteed benefit options within our contract may be subject to a market value adjustment at the variable annuity product portfolio, which customers can elect time of surrender. During the surrender charge period, the and pay for. These options include the guaranteed minimum contract holder may cancel the contract for the surrender death benefit (GMDB), which guarantees that, upon death value. Our profits on fixed annuities come primarily from the of the annuitant, the contract holder or beneficiary receives a spread between the return we earn on investments and the minimum value regardless of past market performance. These interest credited to the contract holder’s account (net of any guaranteed death benefits might be expressed as the return surrender charges or market value adjustment) less expenses. of original premium, the highest past anniversary value of the Our fixed annuities continue to be a profitable book of contract, or as the original premium accumulated at a fixed business, benefiting from favourable spread income in recent rate of interest. In addition, there are three other types of years. However, the continued low interest rate environment guarantee: guaranteed minimum withdrawal benefits could have an impact on the fixed annuity portfolio as lower (GMWB), guaranteed minimum
accumulation benefits crediting rates could result in increased surrenders and lower (GMAB) and guaranteed minimum income benefits (GMIB). sales as customers seek alternative investment opportunities.
That said, if the recent equity market volatility has the effect GMWBs provide a guaranteed return of the principal of making customers more risk averse, they may view fixed invested by allowing for periodic withdrawals that are limited annuities as an attractive alternative to variable annuities. to a maximum percentage of the initial premium. One version of the GMWBs provides for a minimum annual withdrawal Fixed index annuities (formerly referred to as equity-indexed amount that is guaranteed for the contract holder’s life without annuities) are similar to fixed annuities, in that the contract annuitisation. GMABs generally provide a guarantee for a holder pays us a premium that is credited to the contract return of a certain amount of principal after a specified period. holder’s account, and also in that interest is periodically GMIBs provide for a minimum level of benefits upon credited to the contract holder’s account and administrative annuitisation regardless of the value of the investments charges deducted, as appropriate. We guarantee an annual underlying the contract at the time of annuitisation. minimum interest rate, although actual interest credited may The GMIB is reinsured. be higher and is linked to an equity index over its indexed option period. Our profit comes from the investment income we earn and the fees charged on the contract, less the expenses incurred, which include the costs of the guarantees, and the interest credited to the contract. Fixed index annuities are subject to early surrender charges for the first five to twelve years of the contract. During the surrender charge period, the
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Business review
Other corporate information continued
As the investment return on the separate account assets United Kingdom is attributed directly to the contract holders, Jackson’s In common with other UK long-term insurance companies, profit arises from the fees charged on the contracts, less Prudential UK’s products are structured as either with-profits the expenses incurred, which include the costs of guarantees. (or participating) products, or non-participating products In addition to being a profitable book of business in its own including annuities in payment and unit-linked products. right, the variable annuity book also provides an opportunity Depending on the structure, the level of shareholders’ interest to utilise the offsetting equity risk among various lines of in the value of policies and the related profit or loss varies. business cost effectively to manage our equity exposure.
With-profits policies are supported by a with-profits We believe that the internal management of equity risk, sub-fund and can be single premium (for example, Prudence coupled with the use of external derivative instruments where Bond) or regular premium (for example, certain corporate necessary, continues to provide a cost-effective method of pension products). managing equity exposure. Profits in the variable annuity book of business will continue to be subject to the impact of Our primary with-profits sub-fund is part of PAC’s market movements both on sales and allocations to the variable long-term fund. The return to shareholders on virtually all our accounts and the effects of the economic hedging programme. with-profits products is in the form of a statutory transfer to While we hedge our risk on an economic basis, the nature and PAC shareholders’ funds. This is analogous to a dividend from duration of the hedging instruments, which are recorded at PAC’s long-term fund, and is dependent upon the bonuses fair value through the income statement, will fluctuate and credited or declared on policies in that year. In this context, produce some accounting volatility. We continue to believe there are two types of bonuses – ‘annual’ and ‘final’. Annual that, on a long-term economic basis, the equity exposure bonuses are declared once a year, and are determined as remains well managed. a prudent proportion of the long-term expected future investment return on the underlying assets. Once credited, Life insurance annual bonuses are guaranteed in accordance with the terms Jackson also sells several types of life insurance including term of the particular product. In contrast, ‘final’ bonuses are only life, universal life and variable universal life. Term life provides guaranteed until the next bonus declaration, and are primarily protection for a defined period of time and a benefit that is determined on the actual smoothed investment return payable to a designated beneficiary upon the insured’s death. achieved over the life of the policy. Prudential’s with-profits Universal life provides permanent individual life insurance for policyholders currently receive 90 per cent of the distribution the life of the insured and includes a savings element. Variable from the main with-profits sub-fund as bonus additions to their universal life is a life insurance policy that combines death policies, while our shareholders receive 10 per cent as a benefit protection and the important tax advantages of life statutory transfer. insurance with the long-term growth potential of professionally The defined charge participating sub-fund (DCPSF) forms part managed investments. Our life insurance book has also of the PAC long-term fund. It is comprised of the accumulated delivered consistent profitability, driven primarily by positive investment content of premiums paid in respect of the defined mortality and persistency experience. charge participating with- profits business issued in France, the defined charge participating with-profits business reassured
Institutional products into PAC from Prudential International Assurance plc and Our institutional products division markets institutional Canada Life (Europe) Assurance Ltd and includes the portfolio products such as traditional Guaranteed Investment Contracts of with-profit annuity policies acquired from Equitable Life (GICs), Funding Agreements and Medium Term Note (MTN) in 2007. All profits in this fund accrue to policyholders in funding agreements. The institutional product offerings also the DCPSF. include Jackson’s funding agreements issued to the Federal Home Loan Bank. We distribute our institutional products The profits from almost all of our new non-participating directly to investors, through investment banks, or through business accrue solely to shareholders. Such business is funding agreement brokers. written in the non-profit sub-fund within PAC’s long-term fund, or in various shareholder-owned direct or indirect subsidiaries. Mutual funds The most significant of these is Prudential Retirement Income During 2007, we launched a line of retail mutual funds Limited (PRIL), which also writes all new immediate annuities as a complement to the broad product offering. In January arising from vesting deferred annuity policies in the with-2008, we added two new portfolios to our existing line-up profits sub-fund of PAC. of mutual funds. The Jackson Funds now offer seven distinct There is a substantial volume of in-force non-participating strategies, each designed to address the diversification and business in PAC’s with-profits sub-fund and that fund’s wholly asset growth potential of investors as they navigate the owned subsidiary Prudential Annuities Limited (PAL), which is retirement planning process. closed to new business. Profits from this business accrue to the with-profits sub-fund.
72 Prudential plc Annual Report 2008
Business review
Description of EEV basis reporting The change in value is typically analysed into the following Prudential’s results are prepared on two accounting bases – the components: supplementary EEV basis, and the IFRS basis for the financial
The value added from new business sold during the year; statements. Over the life of any given product, the total profit • the change in value from existing business already in place recognised will be the same under either the IFRS or the EEV at the start of the year; basis. However, the two methods recognise the emergence of • short-term fluctuations in investment returns; that profit in different ways, with profits emerging earlier under • change in the time value of cost of options and guarantees the EEV basis than under IFRS. This section explains how EEV and economic assumption changes; differs from IFRS and why it is used.
other items (for example, profit from other Group operations, In broad terms, IFRS profits for long-term business reflect the tax, foreign exchange, exceptional items); and aggregate of statutory transfers from UK-style with-profits • dividends. funds and profit on a traditional accounting basis for other The value added from new business – defined as the present long-term business. By their nature, the products sold by the value of the future profits arising from new business written life insurance industry are long-term, as insurance companies in the year – is a key metric that we use in the management of commit to service these products for many years into the our business. The change in value of business in force at the future. The profit on these insurance sales is generated over start of the year demonstrates how the existing book is being this long-term period. In our view, the result under IFRS does managed. Together, these metrics provide our management not properly reflect the inherent value of these future profits, and shareholders with valuable information about the as it focuses instead on the amounts accruing to shareholders underlying development of our business and the success in the current year. or otherwise of management actions.
In May 2004 the CFO Forum, representing the Chief Financial
EEV basis results are prepared by first of all setting ‘best Officers of 19 European insurers, published the European estimate’ assumptions, by product, for all relevant factors Embedded Value Principles, which were designed to promote including expenses, surrender levels and mortality. Economic transparent and consistent embedded value reporting. Key assumptions as to future investment returns and inflation are features of the principles are: generally based on market data. These assumptions are used
Inclusion of an explicit allowance for the impact of to project future cash flows. The present value of the future options and guarantees. This typically requires stochastic cash flows is then calculated using a discount rate which calculations, under which a large number of simulations are reflects both the time value of money and the risks associated performed that provide a representation of the future with the cash flows. The risk discount rate is determined by behaviour of financial markets; adding a risk margin to the appropriate risk free rate of return.
an active allowance for the combined impact of risk profile The actual outcome may differ from that projected, in which and encumbered capital in the selection of discount rates. case the effect will be reflected in the experience variances This ensures that the risks to the emergence of shareholder for that year. cash flows are properly accounted for;
and The assumptions used for the EEV basis of accounting are • sufficient disclosure to enable informed investors to set out on pages 326 to 330 in the notes that accompany the understand the key risks within the business and the basis supplementary EEV basis information. An indication of the of preparation of the results. sensitivity of the results to changes in key assumptions is The EEV basis not only provides a good indication of the value provided on pages 352 to 354. being added by management in a given accounting period, The publication of the EEV Principles represented a significant but also demonstrates whether shareholder capital is being step towards the harmonisation of embedded value reporting deployed to best effect. Indeed insurance companies in in Europe. However, even with these principles and the many countries use comparable bases of accounting for accompanying guidance, a divergence of approaches between management purposes. companies has emerged in practice. In June 2008, in an effort The EEV basis is a value-based method of reporting in to improve still further the consistency and transparency of that it reflects the change in value of the business over the embedded value reporting, the CFO Forum published the accounting period. This value is called the shareholders’ funds Market Consistent Embedded Value (MCEV) Principles. on the EEV basis which, at a given point in time, is the value of However, the MCEV Principles were designed during a period future profits expected to arise from the current book of long- of relatively stable market conditions and their application term insurance business plus the net worth of the company. could, in the current turbulent markets, lead to misleading In determining these expected profits, we make full allowance results. The CFO Forum is therefore currently conducting a for the risks attached to their emergence and the associated review of the impact of turbulent market conditions on the cost of capital, and take into account recent experience in MCEV Principles, and the results of this review may lead to assessing likely future persistency, mortality and expenses. changes to the published MCEV Principles or the issuance of new guidance.
Business review
73
Corporate responsibility review
Corporate Responsibility (CR) is a philosophy that is firmly We never underestimate how important the customer is to embedded in Prudential’s business, and has become an us. We work hard to make sure we understand the individual integral part of how we think and behave. needs of our customers around all of our markets.
Our strong commitment to CR reflects our recognition that A demonstration of this commitment to customers is Prudential stakeholders – including customers, employees, shareholders Corporation Asia’s continued efforts to improve customer and communities – increasingly favour companies that satisfaction. In 2008 we conducted a study on customer embrace sound values around trust, ethics and environmental behaviour and perceptions of Prudential Corporation Asia responsibility. Prudential’s own stakeholders take the same across 11 markets, in particular assessing whether existing view. As we strive to meet this need, we are helped by the customers would be inclined to recommend its products and fact that these values have been fundamental to Prudential services to others, and areas where service could be improved. throughout the past 160 years, underpinning our long- The study reaffirmed our focus on extensive agency training, established brand values of reliability and stability. as customers told us they attached a high priority to the provision of informed advice and guidance in assisting them At the same time, we recognise that our performance in key with their financial objectives. areas of CR such as corporate governance, environmental management and employment practices can have a significant In the UK, the financial services industry is working with the and positive impact on the Group’s financial performance. UK regulator, government and consumers to improve the way it treats customers. To support these efforts, Prudential Prudential’s main focus in 2008 was to ensure that our CR
UK has signed up to the Association of British Insurers’ strategy continued to align with our business objectives and
Customer Impact Scheme. This scheme is part of the industry’s with our stakeholders’ concerns and interests. commitment to driving continuous improvement in customers’ experiences, and as part of it we will participate in an annual
Stakeholder dialogue customer survey, to measure changes in our customers’ Our stakeholder engagement programme enables our experiences and attitudes. employees and relevant external groups to play a part in shaping Prudential’s activities, and ensures that their Jackson’s commitment to achieving continuous improvement reasonable expectations are translated into business value. in the service and experience that we offer customers was This means listening to and working with our stakeholders recognised in 2008 in a leading annual study of call centres. on an ongoing basis, and being very clear about our The Service Quality Management Group (SQMG) gave intentions and priorities. Jackson the 2008 award for highest customer satisfaction in the financial services industry in North America in its annual To gain useful feedback from our stakeholders and ensure survey. SQMG carries out benchmarking surveys covering our brand values are maintained, Prudential conducts surveys more than 250 of North America’s leading call centres in periodically on a range of topics including how our company various industries. Jackson also achieved ‘World Class’ status is perceived, what things we are regarded as doing well, and in the survey – the fourth year out of five that we have received where we could improve. the highest possible designation. For World Class status to be awarded to a provider, at least 80 per cent of all its customers
Customer focus in the survey have to rate themselves as ‘very satisfied’ with Prudential has over 11 million customers in Asia, nearly their experience.
2.8 million policies and contracts in force across the US through Jackson, over seven million customers in the
Building financial capability
UK through Prudential UK and around 0.5 million
In 2008, the Group’s core financial education programme customers through M&G Investments. continued to focus on the need to play our part in enabling Customers are at the heart of our business. Over 160 years consumers to make the right decisions for their individual on from our foundation, we remain committed to treating financial/savings needs. The decisions people face in this all of our customers fairly and believe that honesty, openness area range from debt management to saving for retirement. and transparency in all our dealings with customers are vital, Informing and empowering consumers to make better both before and after they buy from us. We maintain effective decisions on key issues such as these will, we believe, relationships through regularly monitoring customers’ build better and more permanent relationships between satisfaction levels and responding accordingly. consumers and providers, as well as benefiting the wellbeing of both parties in the long term.
74 Prudential plc Annual Report 2008
We began developing our financial capability programme Similarly, Jackson has a strong tradition of giving back to in the United Kingdom in 2001 and are continuing to see the communities in which it operates. The Jackson National significant progress, both in the UK and – increasingly – Community Fund was launched in 2007 and makes numerous internationally. grants to charities focused on children and the elderly. In the UK, we work through partnerships with a diverse range In 2008, Jackson donated US$297,000 and more than of organisations such as Citizens Advice, the Personal Finance US$25,000 as in-kind donations to a range of charities focused Education Group (pfeg), the Specialist Schools and Academies on the needs of elderly people and children. The volunteering Trust, and the National Institute of Adult Continuing Education. programme for employees – Jackson in Action – saw Jackson As a result of these collaborative initiatives, thousands of adults employees volunteer more than 3,900 hours, a 62 per cent and children are now benefiting from learning how to make increase on the previous year. Volunteering activities included decisions that will have a profound effect on their financial teaching financial literacy programmes to high-school children. wellbeing. Jackson also matched employee donations with more than US$400,000 to organisations on the Jackson National We extended our financial literacy programme to Asia in 2004, Community Fund list for 2008. starting with an innovative programme called ‘Investing in Your Future’. This community-based financial training initiative
Employee practices provides vital education to women, who are often responsible
At Prudential, we do all we can to create an environment that for planning their family’s financial needs. This was launched in enables us to attract and retain the right people – those who China and rolled out in Vietnam and India. To date, more than are committed and able to deliver top performance for our 18,000 women have benefited from the programme. customers and shareholders. To achieve our aim of being a leading international retail financial services company, and
Investing in our communities to sustain the relative outperformance we achieved in our In 2008, Prudential invested £5.3 million in a wide range chosen markets in 2008, we need to have the right talent of projects to benefit communities in which we do business, in the right places at the right time. supporting education, welfare and environmental initiatives.
This total investment includes a significant contribution With this requirement in mind, our primary objective in Human made by many of the employees around the Group Resources (HR) is to deliver the leaders and leadership the through volunteering, often linked with professional Prudential Group needs – and will continue to need – now and skills development. It also includes direct donations into the future. Our HR Strategy is to achieve this by focusing of £3.5 million to charitable organisations. on five key challenges: We recognise that many employees already make a significant • Getting the right people into the business; contribution to charities as volunteers in their own free time. • building and rewarding performance; The Chairman’s Award programme was set up to recognise this • growing a strong talent pipeline; considerable involvement in the local community. It also gives • developing credible successors; and all the Group’s employees the opportunity to get involved with • developing an organisation that works. a local charitable project.
We will now look at how we continued to tackle each of these The charities that Prudential supports through The Chairman’s challenges during 2008.
Award programme were selected following a Group-wide survey of employees. This identified our employees’ preference for projects that address the needs of children and the elderly within their local community. In line with this, we have identified sustainable projects which, where possible, have education at their core. This focus lies at the heart of our CR programme to raise levels of financial capability worldwide. In 2008, over 2,200 employees registered to engage in volunteering, and The Chairman’s Award programme supported over 50 projects around the world.
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Corporate responsibility review continued
Diversity Growing a strong talent pipeline
Our view of diversity complements our equal opportunities The talent and knowledge of our people is the key to policy, which embodies the core principles of treating people Prudential’s future success – and in 2008 we continued fairly and reasonably according to their individual merits and to invest strongly in employee Learning and Development. capabilities. We strive to ensure that Prudential employees Initiatives during the year included the launch in work in an environment where everyone is respected and November 2008 by Prudential UK and ICICI Prudential treated equally on merit. We therefore fully recognise the Asset Management in India of ‘Managing for Success’, value that a diverse workforce brings to our organisation. a comprehensive new programme to raise the confidence It is Group policy to give full and fair consideration and and capability of our managers. encouragement to the employment of applicants with suitable Designed and launched in response to the findings of the aptitudes and abilities, and to continuing the employment of 2008 employee survey, the programme provides managers staff who become disabled, and to providing training and with the knowledge, skills and tools they will need to manage career development opportunities to disabled employees. their people effectively and help us achieve our strategic Our diversity programme has particular application to ambitions. November 2008 saw the launch of the first part international operations in areas where the equal opportunities of the programme to coincide with end-of-year reviews. culture is less well embedded than in the UK. Our Business Each element of the programme has diversity built into Units also continued to drive numerous diversity initiatives. the content.
For example, ICICI Prudential Life in India built on the successful launch of EGDE, its diversity initiative, with new Developing credible successors policies on flexible working including part-time employment Identifying and developing Prudential’s future leaders is and additional maternity leave. In the UK, PRUPIM employees critical to our ability to sustain the success of our business over provided mentoring to students as part of the Ethnic Minority the long term. In 2008, as in previous years, we undertook Undergraduate Scheme run by the National Mentoring a review of talent across the Group, identifying, developing Consortium (NMC). Also, in the US, Jackson participated and rewarding people with leadership potential. We also in the Gateway Leadership Programme through the Money continue the series of Group-wide management development Management Institute. programmes we launched in 2007, assessing senior talent and identifying the development they need to be credible Building and rewarding performance successors to future leadership roles.
As part of our reward practices we believe it is important to
A further key part of our efforts to grow our talent pipeline is enable employees to share in the success of the Group through the Momentum Programme. Launched in 2007, this aims to share ownership. In the UK we operate two all employee share identify high-potential individuals early in their careers and plans; a share investment plan and a ‘save as you earn’ (SAYE) provide them with opportunities to develop the skills needed scheme. Over 55 per cent of eligible employees in the UK to manage an international business. Momentum has a strong participate in the SAYE scheme and nearly 30 per cent in the diversity focus and is open to people both within and outside share investment plan. In Asia we operate two SAYE schemes Prudential. In 2008 it continued to attract a
wide diversity of similar to the UK scheme; one for employees and one for applicants from across the world. agents. Over 23 per cent of eligible employees and almost 10 per cent of eligible agents participate in these schemes.
Developing an effective organisation structure
In 2008 we continued to refine our reward policies to help Having engaged and committed staff is key to the us deliver a fair and transparent reward system to all our smooth operation and success of our business, and effective employees. We believe employees should be rewarded for communication is invaluable in achieving this goal. Each the contribution they make to our business as a whole and we of our Business Units runs its own intranet site to keep staff are committed to rewarding both the ‘what’ (results) and the up to date, and provides staff with an opportunity to pose ‘how’ (behaviour and competencies). As part of our reward questions to the Chief Executive of their business. There are practices, we regularly review and update our remuneration also a number of employee consultation forums, such as the policies and procedures to ensure they are competitive against M&G staff Consultative Committee and the UK Insurance the market and support the growth of our businesses. Operations’ Employee Forum.
We continued to do this in 2008.
76 Prudential plc Annual Report 2008
To monitor our people’s level of engagement with Prudential as In the US, Jackson has carefully monitored and worked to an employer, and identify areas for improvement, we conduct minimise any negative environmental impact since it moved to employee surveys in our businesses around the world. These its current headquarters in 2000, working with state and local show us how effectively our organisational elements are authorities on new projects which protect the environment. In working, and help us take a ‘temperature-check’ of our culture 2008, all of Prudential’s North America operations – including to chart our progress towards embedding our four target Jackson, PPM America and PRUPIM’s investment properties –behaviours – deliver, inspire, challenge and connect. formally joined the US Climate Leaders programme, an Environmental Protection Agency (EPA) industry/government In 2008, these initiatives included employee satisfaction partnership that works with companies to develop surveys at seven of Jackson’s subsidiaries in the US. The comprehensive climate change strategies. results were used at employee focus groups to gather input on possible improvements, resulting in the development In Asia, we are currently in the process of grading our of action plans including employee recognition, increased buildings using a clear and transparent environmental training opportunities, and career planning. Another example classification system. Where opportunities arise, we then is M&G, which completed an employee survey for the fifth intend to improve our overall environmental performance by year running in 2008, and found that over 90 per cent of migrating to properties in the highest category for employees were proud to work at M&G. environmental performance.
Reducing our environmental footprint Responsible investment (RI)
Protecting the environment is essential to sustaining the Prudential is committed to responsible investment (RI), which quality of life of current and future generations. The challenge involves focusing on the way the entities we invest in manage is to combine continuing economic growth with long-term their own CR issues. M&G’s approach to RI is described in the sustainable development. Prudential is committed to ensuring booklet ‘Issues Arising from Share Ownership’, available at that its policies and business actions promote the consideration www.mandg.co.uk. To date, RI has tended to focus principally of the environment. on equity markets, but its scope is now expanding to other types of investment, including property. With around Under the European Union Energy Performance of Buildings £15 billion of funds under management as at 31 December 2008, Directive, Energy Performance Certificates (EPCs) will be PRUPIM is one of the UK’s largest commercial property required for any building that is constructed, sold, or rented. investment managers and accounts for over 75 per cent of EPCs will rate the energy performance of a building, enabling Prudential’s direct environmental impact in the UK. Through both property investors and prospective occupiers to consider its participation in the Institutional Investor’s Group on climate energy efficiency ratings and levels of carbon emissions. We change and the property working group of the United Nations will be introducing EPCs, initially in the UK, for our commercial Environment Programme Finance Initiative (UNEP FI), PRUPIM investment property portfolio and our occupied property is helping to boost awareness of the implications of climate portfolio. We will also implement the directive elsewhere in change for property investment, while also providing us with accordance with national regulations. valuable insights into how Prudential can constructively Sustainability is critical to our business model and we are address this important issue. in the process of formally integrating it
into our investment process. PRUPIM was one of the first property companies to Supply chain management achieve the international environment management standard Prudential recognises that its own social, environmental ISO14001 for its UK portfolio. In 2007, PRUPIM set up an and economic impacts go beyond the products and services innovative project called the Improver Portfolio to examine it supplies to include the performance of its suppliers ways it can reduce a ‘typical’ property portfolio’s carbon and contractors. footprint while maintaining or even enhancing investment returns. The Improver Portfolio consists of 25 PRUPIM-managed properties covering all sectors.
77
Business review
Corporate responsibility review continued
With this in mind, our policy is to work in partnership with our Under this framework, seven CR priorities have been developed suppliers who operate with policies and procedures consistent as a basis for guiding and planning our activities. with the standards set out in our Group Code of Business
1 Giving consumers in each country where we operate the Conduct, and to help them reduce their impact on the confidence and tools they need to protect and nurture their environment. Procurement practices in Prudential UK have financial security through building their financial capability. been successfully accredited with the Chartered Institute of
2 Giving customers fair, transparent financial products Purchasing and Supply (CIPS) certification, an industry through a variety of trusted distribution channels. benchmark of recognised good practice.
3 Supporting ageing populations and changing demographics by providing products that meet evolving customer needs.
Payment policy
4 Understanding and reducing our direct and indirect It is the policy of the Group to agree terms of payment environmental footprint. when orders for goods and services are placed and to pay in
5 Being an employer of choice. accordance with those terms. Trade creditor days, based on
6 Investing to benefit the communities in which we operate. the ratio of amounts which were owed to trade creditors at the
7 Being open and transparent about our responsibility year-end to the aggregate of the amounts invoiced by trade priorities, reporting challenges as well as achievements. creditors during the year, were 21 days.
The approach we take to delivering against these priorities is Donations closely aligned with our operating model. This means our CR Prudential is committed to supporting the communities activities are managed by our businesses, locally, since it is where it is an employer. In 2008, our Group spent £5.3 million they who are closest to their customers and communities and in support of our various communities. Our direct donations therefore best positioned to deliver the most positive impact to charitable organisations amounted to £3.5 million, of which possible. Meanwhile, the Group sets the overarching strategy approximately £1.9 million came from EU operations. and governance, provides support tools and advice, manages external reporting and benchmarking, and drives Group-wide This is broken down as follows: Education £1,040,000; programmes such as The Chairman’s Award.
Social and Welfare £419,000; Environment and Regeneration
£88,000; Cultural Activities £83,000 and Staff Volunteering Importantly, we do not impose a one-size-fits-all approach to £313,000. The aggregate figure for charitable donations from CR. Instead, our new framework ensures a common approach Prudential’s non-EU subsidiaries (Jackson National Life and across the Group while allowing our businesses the flexibility Prudential Corporation Asia) amounted to £1.6 million. they need to devise and implement programmes that best meet the needs of their local environment and stakeholder It is our Group policy not to make donations to political parties expectations. nor to incur political expenditure, within the meaning of
those expressions as defined in the UK Political Parties, Elections and In 2009, as part of the process of embedding the new Referendums Act 2000. In line with this policy, we did not framework, we are developing a new set of key performance make any such donations or incur any such expenditure indicators and assessment processes for each of our seven CR in 2008. priorities. We will report against these in the years to come.
Our 2008/2009 responsibility report, ‘More Than Words’, has
2009 developments been structured to reflect our agreed priorities, highlighting In late 2008, we developed a new CR Framework to drive our governance, policies, programmes and activities. improved sustainability performance across our current activities, provide greater focus to our programmes and Further information can be accessed at enable a more consistent approach to our reporting. www.prudential.co.uk/prudential-plc/cr/ Hard copies of the report are available from the Group’s CR team: Prudential plc, Laurence Pountney Hill, London EC4R 0HH.
Tel: +44 (0)20 7548 3706
78 Prudential plc Annual Report 2008
80 Board of directors
83 Governance report:
Corporate governance
Risk governance
Governance Corporate responsibility governance Governance
99 Additional disclosures
100 Index to principal Directors’ Report disclosures
79
Board of directors
Harvey McGrath Mark Tucker Tidjane Thiam
Chairman Group Chief Executive Chief Financial Officer
Clark Manning Michael McLintock Nick Prettejohn Barry Stowe
Executive director Executive director Executive director Executive director
Sir Winfried Bischoff Keki Dadiseth Michael Garrett Ann Godbehere
Non-executive director Non-executive director Non-executive director Non-executive director
Bridget Macaskill Kathleen O’Donovan James Ross Lord Turnbull
Non-executive director Non-executive director Non-executive director Non-executive director
80 Prudential plc Annual Report 2008
Chairman Michael McLintock
Executive director
Harvey McGrath Michael McLintock has been an executive director of Prudential since Chairman and Chairman of the Nomination Committee September 2000. He is also Chief Executive of M&G, a position he held at Harvey McGrath has been an independent non-executive director the time of M&G’s acquisition by Prudential in 1999. Michael joined M&G of Prudential since 1 September 2008, and became Chairman and in 1992. He previously also served on the board of Close Brothers Group Chairman of the Nomination Committee on 1 January 2009. Harvey has plc as a non-executive director (2001-2008). Since October 2008 he has a long and distinguished career in the international financial services been a Trustee of the Grosvenor Estate. industry. He started his career at Chase Manhattan Bank in London and New York. From 1980 to 2007 he worked for Man Group plc starting Nick Prettejohn as Treasurer, then Finance Director, then President of Man Inc. in Executive director New York, before being appointed as Chief Executive of Man Group Nick Prettejohn has been an executive director of Prudential and Chief in London in 1990, and then Chairman in 2000. He left Man Group in Executive, Prudential UK & Europe since January 2006. He is also a board 2007. Harvey is also Chairman of the London Development Agency, which member of the ABI, Chairman of the Financial Services Practitioner Panel works for the Mayor of London, coordinating economic development (having previously been Deputy Chairman), and a board member of the and regeneration across the capital, and Vice Chairman of the London Royal Opera House. Previously, he was Chief Executive of Lloyd’s of Skills and Employment Board, which is tasked with developing a strategy London from 1999 until 2005. Nick joined the Corporation of Lloyd’s in for adult skills in London. He is the former Chairman of both London 1995 as Head of Strategy, and played a key role in the Reconstruction First and the East London Business Alliance, and a Member of the and Renewal process, which reorganised Lloyd’s after the losses of the International Advisory Board of the School of Oriental and African late 1980s and early 1990s. Following the successful completion of the Studies. Harvey is a trustee of a number of charities including New reorganisation in 1996, he became Managing Director of Lloyd’s Business Philanthropy Capital, a research based charity which gives advice and Development Unit and in 1998, he also assumed responsibility for Lloyd’s guidance to donors and charities; the Royal Anniversary Trust which North America business unit. Prior to his appointment to Lloyd’s, Nick was operates the Queen’s Anniversary Prizes for Higher and Further Education; responsible for corporate strategy at National Freight Corporation plc, and ISS, which protects the rights and welfare of children and vulnerable prior to that he was a partner at management consultants Bain and Co and adults across borders; icould, an online careers resource; and the a director of private equity company Apax Partners.
Prince’s Teaching Institute, which promotes subject based professional development for teachers. Barry Stowe Governance
Executive director
Executive directors Barry Stowe has been an executive director of Prudential since November 2006, and Chief Executive, Prudential Corporation Asia Mark Tucker ACA since October 2006. Since October 2008 he has also been a director Group Chief Executive (until 30 September 2009) of the Life Insurance Marketing Research
Association and the Life Office Mark Tucker was re-appointed as an executive director of Prudential in Management Association. Previously, he was President, Accident & Health May 2005, when he also became Group Chief Executive. From May 2004 Worldwide for AIG Life Companies. He joined AIG in 1995, and prior to to March 2005, he was Group Finance Director, HBOS plc and a director of that was President and CEO of Nisus, a subsidiary of Pan-American Life, Halifax plc. Previously, Mark was an executive director of Prudential from from 1992-1995. Prior to Nisus, Barry spent 12 years at Willis Corroon 1999 to 2003, and from 1993 to 2003 he was Chief Executive of Prudential in the US.
Corporation Asia, and also held senior positions in Prudential’s businesses in the UK and US. Mark first joined Prudential in 1986, having previously Non-executive directors been a tax consultant at PriceWaterhouse UK in London.
Sir Winfried Bischoff
Tidjane Thiam Independent non-executive director
Chief Financial Officer (until 30 September 2009) Sir Winfried Bischoff has been an independent non-executive director Group Chief Executive (from 1 October 2009) of Prudential since August 2007. Sir Win has been Chairman of Citi Europe Tidjane Thiam has been an executive director of Prudential and Chief and a Member of The Management, Operating and Business Heads Financial Officer since 25 March 2008, and will succeed Mark Tucker as Committees of Citigroup Inc. since May 2000. He is also a director of Group Chief Executive with effect from 1 October 2009. He was previously Citigroup Inc., and was Acting Chief Executive Officer from November Chief Executive Officer, Europe at Aviva, where he also held successively to December 2007, and Chairman from December 2007 until 23 February the positions of Group Strategy and Development Director and Managing 2009. In addition, Sir Win is Chairman of the European Advisory Board of Director, Aviva International. Prior to that, Tidjane was a partner with Citigroup Inc., and has been a non-executive director of The McGraw-Hill McKinsey & Company in France and one of the leaders of their Financial Companies, New York since October 1999 and of Eli Lilly and Company, Institutions practice, focusing on insurance companies and banks. Earlier Indianapolis since June 2000. Prior to that, Sir Win joined the Company in his career, he spent a number of years in Africa where he was Chief Finance Division of J. Henry Schroder & Co. Limited, London, in 1966 Executive and then Chairman of the National Bureau for Technical Studies and in 1971, he was appointed as Managing Director of Schroders Asia and Development in Cote d’Ivoire and a cabinet member as Minister of Limited, Hong Kong. He returned to London in January 1983, and was Planning and Development. He is a non-executive director of Arkema in appointed Chairman of J. Henry Schroder & Co. in October 1983. Sir Win France, a member of the Council of the Overseas Development Institute was appointed Group Chief Executive of Schroders plc in December 1984 (ODI) in London and a sponsor of Opportunity International, a charity and as Chairman of Schroders plc in May 1995, until the acquisition of the focusing on microfinance in developing countries. investment banking business of Schroders by Citigroup Inc. in May 2000.
In addition, Sir Win was a non-executive director of Cable and Wireless Clark Manning FSA MAAA plc from 1991 and Deputy Chairman from 1995 to 2003. His other non-Executive director executive directorships included: IFIL Finanziaria di Partecipazioni SpA, Clark Manning has been an executive director of Prudential since January Italy
(1999-2004), Siemens Holdings Plc (2001-2003), Land Securities Plc 2002. He is also President and Chief Executive Officer of Jackson National (1999-2008) and Akbank T.A.S. (2007-2008).
Life. He was previously Chief Operating Officer, Senior Vice President and Chief Actuary of Jackson National Life, which he joined in 1995. Prior to that, he was Senior Vice President and Chief Actuary for SunAmerica Inc, and prior to that Consulting Actuary at Milliman & Robertson Inc. Clark has more than 25 years’ experience in the life insurance industry, and holds both a bachelor’s degree in actuarial science and an MBA from the University of Texas. He also holds professional designations of Fellow of the Society of Actuaries (FSA) and Member of the American Academy of Actuaries (MAAA).
81
Board of directors continued
Keki Dadiseth FCA Bridget Macaskill
Independent non-executive director and member Independent non-executive director, Chairman of the Remuneration of the Remuneration Committee Committee and member of the Nomination Committee
Keki Dadiseth has been an independent non-executive director of Bridget Macaskill has been an independent non-executive director of Prudential since April 2005. During 2006, he was appointed as a non- Prudential since September 2003. Bridget rejoined the Board of Prudential executive director of ICICI Prudential Life Assurance Company Limited and having previously resigned due to a potential conflict of interest in 2001. ICICI Prudential Trust Limited. He is also a member of the Advisory Board She has been a member of the Remuneration Committee since 2003 and of Marsh & McLennan Companies Inc. and an International Advisor to became Chairman of the Remuneration Committee in May 2006. Bridget Goldman Sachs. In addition, Keki is a director of Nicholas Piramal Limited, joined Arnhold and S. Bleichroeder Advisers, LLC, a US based investment Siemens Limited, Britannia Industries Limited and The Indian Hotels management firm, as President and Chief Operating Officer in February Company Limited, all quoted on the Bombay Stock Exchange. He is also a 2009. She is also a trustee of the TIAA-CREF funds and was previously a director of the Indian School of Business and acts as a trustee of a number non-executive director of Fannie Mae (2005-2008), Scottish & Newcastle of Indian charities. Before he retired from Unilever in 2005, Keki was PLC (2004-2008) and J Sainsbury Plc (2002-2006). Prior to that she Director, Home and Personal Care, responsible for the HPC business of spent 18 years at OppenheimerFunds Inc, a major New York based Unilever worldwide, a Board member of Unilever PLC and Unilever N.V. investment management company, the final 10 years of which she and a member of Unilever’s Executive Committee. He joined Hindustan was Chief Executive Officer.
Lever Ltd in India in 1973.
Kathleen O’Donovan ACA
Michael Garrett Independent non-executive director and Chairman Independent non-executive director and member of the Audit Committee of the Remuneration Committee Kathleen O’Donovan has been an independent non-executive director Michael Garrett has been an independent non-executive director of of Prudential since May 2003. She has been a member of the Audit Prudential since September 2004. He worked for Nestlé from 1961, Committee since 2003 and became Chairman of the Audit Committee in becoming Head of Japan (1990 – 1993), and then Zone Director and May 2006. Kathleen is a non-executive director and Chairman of the Audit Member of the Executive Board, responsible for Asia and Oceania, and in Committees of Great Portland Estates PLC and Trinity Mirror plc, and a 1996 his responsibilities were expanded to include Africa and the Middle non-executive director of ARM Holdings plc. She is also Chairman of the East. Michael retired as Executive Vice President of Nestlé in 2005. He Invensys Pension Scheme. Previously, she was a non-executive director served the Government of Australia as Chairman of the Food Industry and Chairman of the Audit Committees of the EMI Group plc and the Court Council and as a Member of the Industry Council of Australia, and was also of the Bank of England, and a non-executive director of O2 plc. Prior to a member of the Advisory Committee for an APEC (Asia-Pacific Economic that,
Kathleen was Chief Financial Officer of BTR and Invensys, and before Cooperation) Food System, a Member of The Turkish Prime Minister’s that she was a partner at Ernst & Young.
Advisory Group and the WTO (World Trade Organization) Business
Advisory Council in Switzerland. Michael remains a director of Nestlé in James Ross
India, and was appointed Chairman of the Evian Group in 2001, a think Senior Independent non-executive Director and member tank and forum for dialogue promoting free trade. He also serves as a of the Remuneration and Nomination Committees non-executive director on the Boards of the Bobst Group in Switzerland, James Ross has been an independent non-executive director since May Hasbro Inc. in the USA, and Gottex Fund Management Holdings Limited 2004 and the Senior Independent Director since May 2006. He holds in Guernsey. In addition, he is a member of the Finance and Performance non-executive directorships with McGraw Hill in the United States and Review Committee of The Prince of Wales International Business Leaders Schneider Electric in France. He is also Chairman of the Leadership Forum (IBLF), as well as a Member of the Swaziland International Business Foundation for Higher Education and of the Liverpool School of Tropical Advisory Panel under the auspices of the Global Leadership Foundation Medicine. James was previously a non-executive director of Datacard Inc (GLF) London. in the United States, and prior to that Chairman of National Grid plc and Littlewoods plc. He was also Chief Executive of Cable and Wireless plc Ann Godbehere FCGA and Chairman and Chief Executive of BP America Inc., and a Managing
Independent non-executive director and member Director of the British Petroleum Company plc. of the Audit Committee
Ann Godbehere has been an independent non-executive director of Lord Turnbull KCB CVO
Prudential since August 2007, and has been a member of the Audit Independent non-executive director and member Committee since October 2007. She began her career in 1976 with of the Audit Committee
Sun Life of Canada, joining Mercantile & General Reinsurance Group Lord Turnbull has been an independent non-executive director of in 1981, where she held a number of management roles rising to Senior Prudential since May 2006, and a member of the Audit Committee since Vice President and Controller for life and health and property/casualty January 2007. He entered the House of Lords as a Life Peer in 2005. In businesses in North America in 1995. In 1996, Swiss Re acquired 2002, he became Secretary of the Cabinet and Head of the Home Civil Mercantile & General Reinsurance Group, and Ann became Chief Financial Service until he retired in 2005. Prior to that, he held a number of positions Officer of Swiss Re Life & Health, North America. In 1997, she was made in the civil service, including Permanent Secretary at HM Treasury; Chief Executive Officer of Swiss Re Life & Health, Canada. She moved to Permanent Secretary at the Department of the Environment (later London as Chief Financial Officer of Swiss Re Life & Health Division in 1998 Environment, Transport and the Regions); Private Secretary (Economics) and joined the Property & Casualty Business Group, based out of Zurich, to the Prime Minister; and Principal Private Secretary to Margaret Thatcher as Chief Financial Officer on its establishment in 2001. From 2003 until and then John Major. He joined HM Treasury in 1970. Lord Turnbull is February 2007 Ann was Chief
Financial Officer of the Swiss Re Group. Chairman of BH Global Limited and a non-executive director of Frontier Ann is also a non-executive director of Ariel Holdings Limited, Atrium Economics Limited and The British Land Company PLC, and was formerly Underwriting Group Limited and Atrium Underwriting Limited. In 2008 a non-executive director of the Arup Group (2006-2007). He also works and until January 2009 Ann was Chief Financial Officer and Executive part-time as a Senior Adviser to the London partners of Booz and Co (UK). Director of Northern Rock.
82 Prudential plc Annual Report 2008
Governance report
The Board is responsible to shareholders for • Group governance framework: Documents the Group’s creating and delivering sustainable shareholder internal control policies and processes in an online manual, value through the management of the Group’s including the Group’s risk framework, code of business business. This report explains Prudential’s conduct and detailed policies on certain operational and approach to governance, including how the financial risks. Business units are also required to follow any Board manages the business for the benefit additional processes necessary to comply with local statutory of shareholders, promoting long-term and regulatory requirements. shareholder interest. • Group risk framework: Provides an overview of the Group-wide philosophy and approach to risk management, As a UK company listed on the Main Market of the London and sets out the key processes for risk management that Stock Exchange, Prudential is subject to the governance rules support the Group’s compliance with internal, statutory set out in the Combined Code. The Board has approved a and regulatory requirements. governance framework which maps out the internal approvals • Corporate responsibility framework: Provides an overview processes and those matters which may be delegated. These of the Group-wide philosophy and approach to corporate principally relate to the operational management of the responsibility; supports the Group’s commercial focus and Group’s businesses and include pre-determined authority the increasing challenges we face including changes in limits delegated by the Board to the Group Chief Executive stakeholder expectations. A key element is the Group Code for further delegation by him in respect of matters which are of Business Conduct which sets out the ethical standards necessary for the effective day-to-day running and the Board requires of itself, employees, agents and others Governance management of the business. The chief executive of each working on behalf of the Group, in their dealings with business unit has authority for the management of that employees, customers, shareholders, suppliers, and business unit and has established a management board competitors, in the wider community and in respect of comprising its most senior executives. the environment.
The Board has overall responsibility for the system of The Business Review provides further detail on Prudential’s internal control and risk management and for reviewing risk appetite and exposures (pages 34 to 41) and corporate its effectiveness. The framework setting out the Group’s responsibility activities (pages 74 to 78). approach to internal control, risk management and corporate responsibility comprises the following:
83
Governance report Corporate governance
Corporate governance and the role of the board The Board is actively engaged in succession planning for both Combined Code compliance executive and non-executive roles to ensure that composition The corporate governance rules applicable to all UK is periodically renewed, and that the Board retains its companies admitted to the Official List of the UK Listing effectiveness at all times. This is delivered through an Authority are set out in the Combined Code, published by established review process that is applied across all businesses the Financial Reporting Council in June 2003, and revised in and covers both director and senior management succession 2006. The directors believe that good corporate governance and development, and through the work of the Nomination is central to achieving the Group’s objectives and maximising Committee, as described more fully on pages 92 and 93. The shareholder value, and are committed to high standards of Board considers the outcome of the review annually and corporate governance. The Board supports the Combined actions arising from the review are implemented as part of the Code, and confirms that it has complied with all of the management development agenda. We believe that our non-provisions set out in Section 1 throughout the financial executive directors bring a wide range of business, financial year ended 31 December 2008. and international experience to the Board and its committees.
Our executive directors, who head up the main businesses of The principles of the Combined Code have been applied as the Group, each bring an in-depth understanding to the Board set out below and in the Directors’ Remuneration Report. of their particular business, its markets and its challenges, ensuring coverage of the breadth and depth of the Group’s
Board composition, appointments principal activities. and election/re-election
As at 31 December 2008, the Board comprised the Chairman,
Role of the Board six executive directors and nine independent non-executive
The roles of Chairman and Group Chief Executive are separate directors. During the year, Tidjane Thiam was appointed as and clearly defined, and the scope of these roles has been an executive director and Chief Financial Officer, with effect approved by the Board so that no individual has unfettered from 25 March 2008, and Harvey McGrath was appointed powers of decision. The Chairman is responsible for the as an independent non-executive director with effect from leadership and governance of the Board as a whole, and the
1 September 2008. On 15 May 2008 Philip Broadley ceased to
Group Chief Executive for the management of the Group and be a director with effect from the close of the Annual General the implementation of Board strategy and policy on the Board’s Meeting, and on 31 December 2008 Sir David Clementi behalf. In discharging his responsibilities, the Group Chief ceased to be a director and Chairman of the Board. He was Executive is advised and assisted by the Group Executive succeeded as Chairman by Harvey McGrath with effect from Committee, comprising all the business unit heads and a
1 January 2009. The biographies of all current directors are set
Group Head Office team of functional specialists. out on pages 81 and 82.
James Ross is the Company’s Senior Independent Director, to The Board may appoint directors, up to a maximum whom concerns may be conveyed by shareholders if they are
total number of 20 as set out in the Company’s Articles of unable to resolve them through the existing mechanisms for Association, and any director appointed by the Board will investor communications, or where such channels are retire at the first Annual General Meeting following his or inappropriate. her appointment and offer himself or herself for election by shareholders. Accordingly, Harvey McGrath will retire and The Board’s terms of reference, which are regularly reviewed, offer himself for election at the Annual General Meeting on set out those matters specifically reserved to it for decision,
14 May 2009. in order to ensure that it exercises control over the Group’s affairs. These include approval of the annual and interim Under the current Articles of Association of the Company, results, strategy and corporate objectives, operating plans, all directors must retire as directors at least every three years, significant transactions and matters affecting the Company’s and accordingly Mark Tucker, Michael McLintock and Nick share capital.
Prettejohn will retire and offer themselves for re-election at the Annual General Meeting on 14 May 2009.
Powers of directors
Non-executive directors are usually appointed for an The management and control of the business and affairs of the initial three-year term, commencing with their election by Company are vested in the Board. The Board may exercise all shareholders at the first Annual General Meeting following powers conferred on it by the Memorandum of Association, their appointment. Each appointment is reviewed towards the the Articles of Association, and the Companies Acts. This end of this period against performance and the requirements includes the powers of the Company to borrow money and to of the Group’s businesses. Non-executive directors are typically mortgage or charge any of its assets (subject to limitations in expected to serve for two three-year terms from their initial the Companies Acts and the Articles) and to give a guarantee, election by shareholders, although the Board may invite them security or indemnity in respect of a debt or other obligation to serve for an additional period. The terms and conditions of the Company. The Board may exercise all powers and do of non-executive directors’ appointments are available for everything within the powers of the Company, other than inspection at the Company’s registered office during normal matters required by the Companies Acts to be dealt with in business hours and at the Annual General Meeting. general meeting.
84 Prudential plc Annual Report 2008
Board and committee meetings and attendance The majority of directors attended all 7 scheduled Board During 2008, the Board met 8 times and held a separate meetings occurring during the period. There was 1 additional strategy meeting. A detailed forward agenda has been in Board meeting, and the majority of the directors attended that operation for a number of years, which is continually updated meeting. Where directors were not able to attend a meeting, to reflect not only scheduled regular items of business but also their views were canvassed by the Chairman prior to the any topical matters that have arisen. Each year, at least one of meeting. The table on page 85 details the number of Board the Board meetings is held at one of the Group’s business and Committee meetings attended by each director operations to facilitate a fuller understanding of the business. throughout the year. A further 10 ad hoc Board Committee In June 2008, a Board meeting was held at Jackson’s offices meetings took place during the year, which had been in the US, where the Board met with senior members of the convened to finalise arrangements for matters discussed by US management team and attended a series of presentations the Board, such as final approvals of periodic financial reports on the US distribution model and the challenges and or finalising transactions. The Chairman usually meets formally, opportunities facing the US business. In September 2008, at least annually, with the non-executive directors without the the Board met at the UK business’ offices in London, meeting executive directors being present. During 2008, the Chairman senior members of the UK management team and receiving held a number of meetings with non-executives individually or a presentation on the UK business. In November 2008, the in groups without the executives being present. It was decided Board held its annual strategy meeting in Hong Kong. Whilst in the light of these meetings that no additional formal meeting they were there, the directors met senior members of the Asian would be required. The Chairman Designate also had a management team, attended part of the Asian Leadership number of meetings with non-executive directors without Meeting and received presentations on the Asian business. the executives being present.
The Board also visited the Hong Kong offices.
Full Audit Remuneration Nomination Board Committee† Committee‡ Committee
Meetings* Meetings Meetings Meetings Governance Number of meetings in year 8 6 8 3
Sir David Clementinote 1 8(8) n/a n/a n/a Sir Winfried Bischoffnote 2 7(8) n/a n/a n/a Philip Broadleynote 3 3(3) n/a n/a n/a Keki Dadisethnote 4 6(8) n/a 6(8) n/a Michael Garrettnote 5 8(8) n/a 7(8) n/a Ann Godbehere 8(8) 6(6) n/a n/a Bridget Macaskillnote 6 6(8) n/a 8(8) 3(3) Clark Manning 8(8) n/a n/a n/a Harvey McGrathnote 7 2(2) n/a n/a n/a Michael McLintock 8(8) n/a n/a n/a Kathleen O’Donovannote 8 8(8) 6(6) n/a 3(3) Nick Prettejohn 8(8) n/a n/a n/a James Ross 8(8) n/a 8(8) 3(3) Barry Stowenote 9 7(8) n/a n/a n/a Tidjane Thiamnote 10 6(6) n/a n/a n/a Mark Tucker 8(8) n/a n/a n/a Lord Turnbullnote 11 7(8) 6(6) n/a n/a
Figures in brackets indicate the maximum number of meetings which the individual could have attended in the period in which they were a Board or Committee member.
*During 2008 there were 7 scheduled Board meetings and 1 additional Board meeting. In addition, there was a strategy event attended by all directors.
† During 2008 there were 6 scheduled Audit Committee meetings.
‡ During 2008 there were 4 scheduled Remuneration Committee meetings and 4 additional meetings.
Notes
1 Not required to attend Nomination Committee meetings in 2008 as meetings were held to determine his successor.
2 Attended all meetings except one Board meeting due to a commitment agreed prior to appointment to the Board.
3 Ceased to be a director with effect from 15 May 2008.
4 Attended all meetings except two Board meetings and two Remuneration Committee meetings due to prior commitments and the terrorist activities in Mumbai.
5 Attended all meetings except one Remuneration Committee meeting due to a prior commitment.
6 Attended all meetings except one scheduled Board meeting and the unscheduled Board meeting, due to prior commitments.
7 Appointed as a director on 1 September 2008.
8 Temporary member of the Nomination Committee during 2008.
9 Attended all scheduled meetings but was unable to attend the unscheduled Board meeting because of travel commitments.
10 Appointed as a director on 25 March 2008.
11 Attended all meetings except the unscheduled Board meeting due to a prior commitment.
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Governance report Corporate governance continued
Board independence Other commitments and conflicts of interest
The Company follows the Combined Code when Other commitments determining the independence of its non-executive directors, The Board was satisfied during 2008 that the Chairman’s and in addition to that guidance Prudential is required to affirm other commitments did not interfere with the day-to-day annually the independence of its Audit Committee members performance of his duties for the Group, and that he had the under Sarbanes-Oxley legislation. Where necessary, the Board commitment and capability to make himself available under ensures that appropriate processes are in place to manage any unforeseen circumstances, should the need arise. The Board possible conflict of interest. remains satisfied in this respect as regards his successor.
The major commitments of the current Chairman, including In line with the principles of the Combined Code, both the changes during the year where applicable are detailed in Chairman in office during the year and his successor from his biography on page 81.
1 January 2009 were independent on appointment. Throughout the year all non-executive directors were considered by the Our directors may, from time to time, hold directorships or Board to be independent in character and judgement, and other significant interests with companies outside of the independent in accordance with the Combined Code. Prudential Group, which may have business relationships with the Group.
Keki Dadiseth and Barry Stowe also serve as non-executive directors of ICICI Prudential Life Insurance Company Limited, Our executive directors may accept external directorships an Indian company which is owned 26% by Prudential, and in and retain any fees earned from those directorships, subject addition Keki serves at Prudential’s request as a non-executive to prior discussion with the Group Chief Executive, and always director of ICICI Prudential Trust Limited, an Indian company provided this does not lead to any conflicts of interest. In line which is owned 49% by Prudential. The Board does not with the Combined Code, executive directors would be consider that these appointments in any way affect Keki’s expected to hold no more than one non-executive directorship status as an independent director of Prudential. of a FTSE 100 company. Some of our executive directors hold directorships of companies in the arts and educational sectors, Sir Winfried Bischoff has been Chairman of Citi Europe and a for which they do not receive any fees. One of our executive Member of The Management, Operating and Business Heads directors, Michael McLintock, served on the board of Close Committees of Citigroup Inc. since May 2000. He is also Brothers Group plc during part of the year and as trustee of the Chairman of the European Advisory Board of Citigroup Inc.
Grosvenor Estate during the latter part of the year. Our Chief He was the acting Chief Executive Officer of Citigroup Inc.
Financial Officer, Tidjane Thiam, serves on the board of from November 2007 to December 2007 when he was
Arkema S.A., a position he held on appointment to Prudential. appointed Chairman of Citigroup Inc. Sir Win relinquished Details of any fees retained are included in the Directors’ his chairmanship of Citigroup Inc. on 23 February 2009, Remuneration Report on page 118, and major commitments but remains a director. Prudential has a number of
business of our executive directors are detailed in their biographies relationships with Citi. The Board believes that, in respect on page 81. of the Combined Code, these business relationships are not sufficiently material to compromise his independence Our non-executive directors may serve on a number of other in matters relating to Prudential. boards, provided that they are able to demonstrate satisfactory time commitment to their role at Prudential, and that they Both Sir Winfried Bischoff and James Ross are on the board discuss any new appointment with the Chairman prior to of The McGraw-Hill Companies, however, the Board does accepting. This ensures that they do not compromise their not consider that this relationship in any way affects the independence and that any potential conflicts of interest independence of either Sir Win or James Ross in matters and any possible issues arising out of the time commitments relating to Prudential. required by the new role can be identified and addressed Prudential is one of the UK’s largest institutional investors and appropriately. The major commitments of our non-executive the Board does not believe that this situation compromises the directors are detailed in their biographies set out on independence of those non-executive directors who are also pages 81 and 82. on the boards of companies in which the Group has a shareholding. The Board also believes that such shareholdings should not preclude the Company from having the most appropriate and highest calibre non-executive directors.
86 Prudential plc Annual Report 2008
Conflicts of interest
A new statutory duty on directors to avoid conflicts of interest Performance evaluation with the Company came into force in October 2008. The Prudential continued its programme of annual evaluations Company’s Articles of Association, adopted in May 2008, allow of the performance of the Board and its committees in respect the directors to authorise conflicts of interest, and the Board of 2008, in line with the requirements of the Combined Code. has adopted a policy and effective procedures for managing The aim was to improve the effectiveness of the Board and and, where appropriate, approving conflicts or potential its committees, and enhance the Group’s performance. conflicts of interest. Under those procedures, directors are In 2008, the evaluation of the Board as a whole was carried required to declare all directorships or other appointments out by an independent consultant, following a briefing by to companies which are not part of the Prudential Group, the Chairman, the Chairman Designate and the Senior and which could result in conflicts or potential conflicts of Independent Director. Each director and the members of interest, as well as other situations which could give rise to the Group Executive Committee completed a questionnaire a potential conflict. and were interviewed by the independent consultant. The questions asked were based on the Combined Code and
Induction, development and performance evaluation on previously identified matters, and sought views on the
Induction effectiveness of the Board as a whole. The review was carried The Company Secretary supports the Chairman in providing out at the end of 2008, during the last month of Sir David tailored induction programmes for new directors and on-going Clementi’s chairmanship of the Board. Ordinarily, the training for all directors. Upon appointment, all directors effectiveness of the Chairman would also be reviewed as embark upon a wide-ranging induction programme covering, part of this process, however, given that a new Chairman amongst other things, the principal bases of accounting for the was appointed with effect from 1 January 2009, it was not Group’s results, the role of the Board and its key committees, considered necessary to carry out a review of the performance and the ambit of the internal audit and risk management of the outgoing Chairman for 2008. functions. In addition, they receive detailed briefings on the Governance Group’s principal businesses, its product range, the markets The independent consultant prepared a report based on in which it operates and the overall competitive environment. the various discussions held and presented and discussed Other areas addressed include legal issues affecting directors the overall results of the evaluation with the Board in March of financial services companies, the Group’s governance 2009. The use of external providers for this purpose is kept arrangements, its investor relations programme, as well under review. as its remuneration policies.
In addition, the performance of the non-executive directors and the Group Chief Executive was evaluated by the Chairman
Ongoing development in individual meetings. The Group Chief Executive individually Throughout their period in office, directors are continually appraised the performance of each of the executive directors. updated on the Group’s businesses and the regulatory and industry-specific environments in which it operates,
Internal and external support as well as on their legal and other duties and obligations as
All directors have direct access to the services of the Company directors where appropriate. These updates can be in the Secretary who advises them on all corporate governance form of written reports to the Board, or presentations by matters, on Board procedures, and on compliance with senior executives or external sources where appropriate. applicable rules and regulations. In order to ensure good Non-executive directors serving on key committees are information flows, full Board and Committee papers are also updated regularly on matters specific to the relevant provided to the directors by the Company Secretary in the committee in order to enhance their knowledge and ordinary course approximately one week before each Board effectiveness throughout their term in office, and receive or Committee meeting. presentations from senior executives on topics of interest to them. The Board has approved a procedure whereby directors have the right to seek independent professional advice at the A programme of on-going professional development Company’s expense where this is appropriate to enable the was undertaken for all directors in 2008, which covered a directors, either individually or as a group, to properly fulfil number of sector-specific and business issues as well as legal, their obligations. accounting and regulatory changes and developments. Each business unit head, accompanied by relevant senior managers, Copies of any instructions and advice given by an independent gave a presentation to the Board during the course of the year professional adviser to a director are supplied by the director to on the challenges and opportunities currently faced by their the Company Secretary who will, where appropriate, circulate business unit. In addition, senior managers within certain to other directors sufficient information to ensure that other head office functions presented to the Board on the key issues members of the Board are kept informed on issues arising currently being handled by the function. During the year, two which affect the Company or any of its subsidiaries.
‘teach-ins’ were held for non-executive directors covering FSA related topics and accounting disclosures. In addition, members of the Audit Committee attended some meetings of the Group Operational Risk Management Committee and the Group Asset and Liability Committee, as well as some meetings of business unit audit committees, to aid their understanding of topical matters of interest to them and how they are handled by the Group.
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Governance report Corporate governance continued
Directors’ interests The system is regularly reviewed and complies with the revised Details of each director’s interests in shares of the guidance on the Combined Code issued in October 2005 (the Company are set out in the Directors’ Remuneration Report Turnbull guidance). The Board last reviewed the effectiveness on page 116. of the system of internal control in 2009, covering all material controls, including financial, operational and compliance Directors’ indemnities and protections controls, and risk management systems. The Board confirms The Company has arranged appropriate insurance cover in that there is an ongoing process for identifying, evaluating and respect of legal action against directors and senior managers managing the significant risks faced by the Group, which has of companies within the Prudential Group. In addition, the been in place throughout the period covered by this report Articles of Association of the Company permit the directors and up to 18 March 2009. and officers of the Company to be indemnified in respect of The chief executive and chief financial officer of each business liabilities incurred as a result of their office. Prudential also unit certified compliance with the Group’s governance, provides protections for directors and senior managers of internal control and risk management requirements. The risk companies within the Group against personal financial management function reviewed any matters identified by exposure they may incur in their capacity as such. These business units in their certification, and also assessed the risk include qualifying third-party indemnity provisions (as and control issues that arose and were reported during the defined by the relevant Companies Act) for the benefit of year. This included: routine and exception-based risk directors of Prudential, including, where applicable, in their reporting; matters identified and reported by other Group capacity as directors of other companies within the Group.
Head Office oversight functions and the findings from the These indemnities were in force during 2008 and remain work of the internal audit function, who execute risk-based in force. audit plans throughout the Group. The results were reported to and reviewed by the Group Audit Committee,
Governance, internal control and risk management whose role is described on pages 89 to 91 and by the Board The Board is responsible for establishing a system of internal where appropriate. control, and for reviewing its effectiveness. To achieve this, the Board has established frameworks for internal governance, In line with the Turnbull guidance, the certification provided risk and corporate responsibility. This system is designed to above does not apply to certain material joint ventures where manage rather than eliminate the risk of failure to achieve the Group does not exercise full management control. In these business objectives, and can only provide reasonable and cases, the Group satisfies itself that suitable governance and risk not absolute assurance against material misstatement or loss. management arrangements are in place to protect the Group’s interests. In addition, the relevant Group company which is Further details on the procedures for the management of party to the joint venture must, in respect of any services it risk and the systems of internal control operated by the provides in support of the joint venture, comply with the Group are given in the section on Risk Governance on pages requirements of the Group’s internal governance framework. 96 and 97. The governance framework principally relates to the operational management of the Group’s businesses
Disclosure of information to auditor and includes pre-determined authority limits delegated
The directors who held office at the date of approval of this by the Board in respect of matters which are necessary for Directors’ Report confirm that, so far as they are each aware, the effective day-to-day running and management of the there is no relevant audit information of which the Company’s business. The Group Chief Executive has been delegated auditor is unaware; and each director has taken all the steps management authority by the Board, and in turn grants that he or she ought to have taken as a director to make authority to the executive, including the chief executive himself or herself aware of any relevant audit information officers of each business unit, who report to him for the and to establish that the Company’s auditor is aware of management of that business unit. In addition, each of that information. This confirmation is given and should be those chief executives has established a management interpreted in accordance with the provisions of section 234ZA board comprising the business unit’s most senior executives. of the Companies Act 1985.
88 Prudential plc Annual Report 2008
Board Committees Meetings
The Board has established audit, remuneration and nomination The Committee met six times during the year. By invitation, committees as standing committees of the Board with written the Chairman of the Board, the Chief Financial Officer, the terms of reference, which are kept under regular review. Company Secretary and Group Legal Services Director, the These committees are key elements of the Group’s corporate Group-wide Internal Audit Director, and other senior staff governance framework, and reports on each are included below: from the internal audit, risk, compliance and security functions where appropriate, as well as the lead partner of the external Audit Committee Report auditor attended meetings. Other audit partners also attended This report sets out the responsibilities of the Group Audit some of the meetings to contribute to the discussions relating Committee (the ‘Committee’) and the activities carried out to their area of expertise. by the Committee during the year to meet its objectives.
A detailed forward agenda has been in operation for a number of years which is continually updated to ensure all matters for
Role of the Committee which the Committee is responsible are addressed at the The Committee’s principal responsibilities consist of oversight appropriate time of year. The Committee’s principal business over financial reporting, internal control and risk management, during the year consisted of the following: and monitoring auditor independence. Its duties include gaining assurance on the control over financial processes and • Review of half-year and full-year results, the annual report the integrity of the Group’s financial reports, monitoring the and accounts, and other significant announcements where performance, objectivity and independence of the external appropriate; auditor, and reviewing the work of the internal auditor. • examination of critical accounting policies and key judgmental areas; In performing its duties the Committee has access to • review of changes in and implementation of Group employees and their financial or other relevant expertise Accounting Policies in compliance with International across the Group, and to the services of the Group-wide Accounting Standards and practices;
Internal Audit Director and the Company Secretary. The Governance • approval of external auditor’s management representation Committee may also seek external professional advice at the letter, review of external auditor’s full-year memorandum, Group’s expense. external audit opinion and final management letter; The Committee’s terms of reference, which are set by the • review of US filings and related external audit opinion; Board and kept under regular review, are available on our • monitoring of auditor independence and the external website at http://www.prudential.co.uk/prudential- auditor’s plans and audit strategy, the effectiveness of the plc/aboutpru/corporategovernance/ Alternatively, copies external audit process, the external auditor’s qualifications, may be obtained upon request from the Company Secretary, expertise and resources, and making recommendations for at the Company’s registered office. the re-appointment of the external auditor; • monitoring of the framework and effectiveness of the Membership Group’s systems of internal control, including the Turnbull The Committee is comprised exclusively of independent compliance statement and Sarbanes-Oxley procedures; non-executive directors of the Company, as set out below: • monitoring the effectiveness of both the Group’s risk
framework and the management of key financial and Kathleen O’Donovan ACA (Chairman) operational risks; Ann Godbehere FCGA
• review of the internal audit plan and resources, and Lord Turnbull KCB CVO monitoring of the audit framework and internal audit Membership is selected to provide a broad set of financial, effectiveness; commercial and other relevant experience to meet the • monitoring the effectiveness of compliance processes Committee’s objectives. and controls, and performance against the Group Compliance Plan; The Board has designated Kathleen O’Donovan as its audit • review of anti-money laundering procedures, and allegations committee financial expert for Sarbanes-Oxley Act purposes, received via the employee confidential reporting lines; and and has determined that she also has recent and relevant • review of its own effectiveness and its terms of reference. financial experience for the purposes of the Combined Code.
The Board has further determined that Ann Godbehere, In addition, the Committee received in-depth presentations who held senior financial positions in the insurance sector, on a range of topics. brings additional recent and relevant financial experience The Chairman reported to the Board on matters of particular to the Committee. significance after each Committee meeting, and the minutes Full biographical details of the members of the Committee, of Committee meetings were circulated to all Board members. including their relevant experience are set out in their biographies on page 82.
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Governance report Corporate governance continued
The Committee recognises the need to meet without the Internal control and risk management presence of executive management. Such sessions were held The Committee reviewed the Group’s statement on internal in March 2008 with the external and internal auditors, and in control systems prior to its endorsement by the Board. It also July 2008 with the external and internal auditors and the head reviewed the policies and processes for identifying, assessing of the security function. At all other times, management and and managing business risks. Throughout the year, the auditors have open access to the Chairman. Committee received the minutes of the Disclosure Committee and the Group Operational Risk Committee and noted their Financial reporting activities. Further information on the Disclosure Committee As part of its review of financial statements prior to and on risk governance appears on pages 94 to 95 and pages recommending their publication to the Board, the Committee 96 to 97 respectively. focused on: critical accounting policies and practices and any Pursuant to the requirements of Section 404 of the Sarbanes-changes; decisions requiring a major element of judgement; Oxley Act, the Group must undertake an annual assessment unusual transactions; clarity of disclosures; significant audit of the effectiveness of internal control over financial reporting. adjustments; the going concern assumption; compliance with Further details are provided on page 95. accounting standards; and compliance with obligations under the Combined Code and other applicable laws and regulations.
Internal audit
In addition, the Committee is regularly briefed by senior The Committee regards its relationship with the internal audit management on developments in international accounting function as pivotal to the effectiveness of its own activities. standards. Group-wide Internal Audit plays an important role in supporting the Committee to fulfil its responsibilities under the Combined Confidential reporting Code and the Sarbanes-Oxley Act, and provides independent At each meeting, the Committee received and reviewed a assurance on the Company’s processes of identification and report on calls to the confidential reporting line, which is control of risk. The Committee agreed the work programme made available to employees to enable them to communicate of the internal audit function to be undertaken during 2008. confidentially on matters of concern, and actions taken in Each of the Group’s business units has an internal audit team, response to these calls. The Committee also considered the heads of which report to the Group-wide Internal Audit whether any internal control implications arose from Director. Internal audit resources, plans and work are overseen communications received. No internal control implications by the Committee and by business unit audit committees. were raised from calls to the confidential helpline. During the Across the Group, total internal audit headcount stands at 120. year, the Chairman reviewed the procedures adopted by the The Group-wide Internal Audit Director reports functionally to Company on the methods of handling calls to the confidential the Committee and for management purposes to the Chief reporting line across the Group with the Group-wide Internal Financial Officer.
Audit Director and the head of the security function.
Formal reports are submitted to Committee meetings, with interim updates where appropriate, and views are also sought Business unit audit committees at the private meetings between the Committee and the Each business unit has its own audit committee whose internal auditors, as well as during regular private meetings members and chairmen are independent of the respective between the Chairman of the Committee and the Group-wide business unit. The chairmen of these committees report Internal Audit Director. regularly to the Committee, and their meetings are attended by senior management of the respective business unit, including The Committee assesses the effectiveness of the internal audit the business units’ heads of finance, risk, compliance and function by means of regular reviews, some of them carried internal audit. Business unit audit committees have adopted out by external advisers, and through ongoing dialogue with standard terms of reference across the Group, with only minor the Group-wide Internal Audit Director. External reviews of variations to address overseas requirements or particular internal audit arrangements and standards were conducted requirements of the business. The terms of reference of those in 2006 and 2007 to ensure that the activities and resources committees were reviewed during the year, and all include of internal audit are most effectively organised to support the escalation of significant matters to the Committee, approval oversight responsibilities of the Committee. These reviews, of the business unit internal audit plans and overseeing the performed by Deloitte, confirmed that the internal audit adequacy of internal audit resources. Also included are function complies with the Institute of Internal Auditors’ presentations from external auditors. During the year, the international standards for the professional practice of internal business unit audit committees reviewed and approved their auditing and was operating effectively. An internal assessment respective internal audit plans, resources and the results of of the internal audit function was performed by the Group-internal audit work, and met privately with both external and wide Internal Audit Director in 2008, based on the internal internal auditors. audit function’s ongoing self-assessment processes and using a maturity model derived from the review criteria used by Deloitte. The assessment confirmed that the internal audit function conforms to the Institute of Internal Auditors’ international standards and continues to operate effectively in all areas of professional practice. The results of the assessment were reported in detail to the Committee in February 2009.
90 Prudential plc Annual Report 2008
External audit Re-appointment of auditor
The Committee has a key oversight role in relation to the The Group operates a policy under which at least once every external auditor, KPMG Audit Plc, whose primary relationship five years a formal review is undertaken by the Committee to is with the Committee. The Group’s Auditor Independence assess whether the external audit should be re-tendered. The Policy ensures that the independence and objectivity of the external audit was last put out to competitive tender in 1999 external auditor is not impaired. The policy sets out four key when the present auditor was appointed. In 2005, 2006, 2007 principles which underpin the provision of non-audit services and 2008 the Committee formally considered the need to by the external auditor, namely that the auditor should not: re-tender the external audit service and concluded that, given the significant changes in accounting, audit and regulatory
• Audit its own firm’s work; requirements, the interests of the Company were better served • make management decisions for the Group; by retaining the existing auditor through a period of continuing • have a mutuality of financial interest with the Group; or change. In addition, the Committee concluded that there was • be put in the role of advocate for the Group. nothing in the performance of the auditor requiring a change. All services provided by the auditor in accordance with this In 2007, a new lead audit partner was appointed by KPMG policy are pre-approved by the Committee. The Committee Audit Plc, in line with the Auditing Practices Board Ethical regularly reviews and updates the policy to ensure alignment Statements and the Sarbanes-Oxley Act. with the latest standards and best practice in establishing, Following its review of the external auditor’s effectiveness maintaining and monitoring auditor independence and and independence, the Committee has recommended to the objectivity.
Board that KPMG Audit Plc be re-appointed as auditor of the Company, and a resolution for the re-appointment of KPMG
Audit fees
Audit Plc as auditor of the Company to hold office until the end For the year ended 31 December 2008, the Committee of the 2010 Annual General Meeting will be put to a shareholder approved fees of £9.0 million to its auditor, KPMG Audit Plc, vote at the Annual General Meeting on 14 May 2009. for audit services and other services supplied pursuant to Governance relevant legislation. In addition, the Committee approved fees
Review of Committee effectiveness of £1.8 million to KPMG for services not related to audit work,
During the year, the Committee undertook an in-depth which accounted for 17 per cent of total fees paid to the performance assessment in-house by way of a detailed external auditor in the year. Non-audit services primarily questionnaire, administered by Group Secretariat, addressing related to actuarial services and basic tax compliance work. both compliance with various regulations and codes In accordance with the Group’s Auditor Independence Policy, of conduct, and qualitative aspects of the Committee’s all services were approved prior to work commencing, and performance during the year. The results were discussed each of the non-audit services was confirmed to be permissible at a Committee meeting in January 2009 and reported for the external auditor to undertake, as defined by the to the Board in February 2009. Recommendations to improve Sarbanes-Oxley Act. The Committee reviewed the non-audit processes identified by the review are being implemented, services being provided to the Group by KPMG at regular and the
Committee is satisfied, based on the findings of intervals during 2008. A summary of audit fees is provided this review, that it had been operating as an effective audit in Note I4 of the Group Financial Statements. committee throughout the year, meeting all applicable legal and regulatory requirements. Further reviews of
Auditor performance and independence the effectiveness of the Committee will be undertaken As part of its work during 2008, the Committee assessed the regularly, and will from time to time be conducted by performance of the external auditor, its independence and external consultants. objectivity, and the effectiveness of the audit process. In addition to questioning the external auditor and the Chief Financial Officer, which is a regular feature of meetings, the review of the effectiveness of the external audit process was conducted through a questionnaire-based exercise administered by Group-wide Internal Audit, supplemented by interviews with senior finance staff and Committee members.
In addition, the Committee received the results of an internal review carried out by the external auditor in respect of its services to the Group. The Committee also reviewed the external audit strategy and received reports from the auditor on its own policies and procedures regarding independence and quality control, including an annual confirmation of its independence in line with industry standards.
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Governance report Corporate governance continued
Remuneration Committee Report Meetings
Role of the Committee The Committee normally has scheduled meetings at least four The Remuneration Committee (the ‘Committee’) determines times a year and a number of additional meetings, as required, the remuneration packages of the Chairman and executive to review remuneration policy and the application of that directors. It also agrees the principles and monitors the level policy. While the Chairman and Group Chief Executive are not and structure of remuneration for a defined population of members, they attend meetings unless they have a conflict of senior management as determined by the Board. In framing interest. During 2008, a total of eight Committee meetings its remuneration policy, the Committee has given full were held. consideration to the provisions of Schedule A to the Combined Code. The Directors’ Remuneration Report prepared by the Nomination Committee Report Board is set out in full on pages 102 to 127. In preparing the Role of the Committee report, the Board has followed the provisions of the Combined The Nomination Committee (the ‘Committee’), in consultation Code, the Listing Rules of the Financial Services Authority, and with the Board, evaluates the balance of skills, knowledge and the Companies Acts. experience on the Board and identifies the roles and capabilities required at any given time, taking into account the Except in relation to the remuneration of the Group Chief Group’s business. Candidates are considered on merit against Executive, when only the Chairman is consulted, the those criteria, and the Committee makes recommendations Committee consults the Chairman and the Group Chief to the Board regarding suitable candidates for appointments. Executive about the Committee’s proposals relating to the In appropriate cases, search consultants are used to identify remuneration of all executive directors. The Committee has candidates. The Committee also reviews conflicts of interest access to professional advice inside and outside the Company. or potential conflicts of interest raised by directors between The Committee’s terms of reference, which are set by the Board meetings or for prospective new Board members. In Board and kept under regular review, are available on our cases where there might be an actual or potential conflict of website at http://www.prudential.co.uk/prudential- interest, the Committee has powers to authorise any such plc/aboutpru/corporategovernance/ Alternatively, copies actual or potential conflict situation on behalf of the Board, may be obtained upon request from the Company Secretary, imposing any terms and conditions it deems appropriate, or to at the Company’s registered office. make recommendations to the Board as to whether the conflict or potential conflict should be authorised, and on what terms. The terms of reference comply with all significant aspects of relevant investor guidelines, and are benchmarked against The Committee’s terms of reference, which are set by others in similar industries. The terms require the Committee the Board and kept under regular review, are available on to ensure that when setting remuneration policy, the Company our website at http://www.prudential.co.uk/prudential-provides reward for enhancing shareholder value responsibly plc/aboutpru/corporategovernance/ Alternatively, copies in relation to executive directors’ individual contributions, may be obtained upon request from the Company Secretary, which we believe is the appropriate policy to support at the Company’s registered office. our business.
Membership
Membership The Committee is comprised of independent non-executive The Committee is comprised exclusively of independent directors and the Chairman, as set out below: non-executive directors of the Company, as set out below: Sir David Clementi FCA MBA
Bridget Macaskill (Chairman) (Chairman until 31 December 2008)
Keki Dadiseth FCA Harvey McGrath (Chairman from 1 January 2009) Michael Garrett Bridget Macaskill James Ross James Ross Full biographical details of the members of the Committee, including their relevant experience are set out in their biographies on page 82.
92 Prudential plc Annual Report 2008
Meetings Annual General Meeting
The Committee meets as required to consider candidates for The Annual General Meeting will be held in the Churchill appointment to the Board and to make recommendations to Auditorium at The Queen Elizabeth II Centre, Broad Sanctuary, the Board in respect of those candidates. The Group Chief Westminster, London SW1P 3EE on 14 May 2009 at 11.00am. Executive is closely involved in the work of the Committee The Company believes the Annual General Meeting is an and is invited to attend and contribute to meetings. important forum for both institutional and private shareholders and encourages all its shareholders to vote. Shareholders are During 2008, the Committee, with the approval of the given the opportunity during annual general meetings to put Board, established a sub-committee chaired by the Senior questions to the Board on matters relating to the Group’s Independent Director and including Bridget Macaskill and operations and performance.
Kathleen O’Donovan, to manage the search for a successor to the Chairman. The sub-committee formally met three times At its Annual General Meeting in 2008, the Company during the year and maintained regular contact throughout continued its practice of calling a poll on all resolutions. The the process. External advice was also received. The Chairman voting results, which included all votes cast for and against did not attend any of these meetings. The sub-committee each resolution at the meeting, and all proxies lodged prior recommended to the Board the appointment of Harvey to the meeting, were indicated at the meeting and published McGrath as a non-executive director and Chairman Designate. on the Company’s website as soon as practicable after the Harvey McGrath was appointed by the Board as a non- meeting. The Company also disclosed the number of votes executive director on 1 September 2008 and succeeded Sir withheld at the meeting and on its website. This practice David Clementi as Chairman of the Board on 1 January 2009. provides shareholders present with sufficient information Full biographical details of Harvey are set out on page 81. regarding the level of support and opposition to each resolution, and ensures all votes cast either at the meeting The process of evaluating the skills and composition of the or through proxies are included in the result.
Board is ongoing, and is kept under regular review in order to ensure appropriate plans for succession to the Board are
Company constitution Governance in place.
The Company is governed by the Companies Acts and other applicable legislation, and by its Memorandum and Articles
Relations with shareholders of Association. The Memorandum and Articles of Association
Communication with shareholders are available on our website at http://www.prudential.co.uk/ As a major institutional investor, the Company is very aware prudential-plc/aboutpru/memorandum/ of the importance of maintaining good relations with its shareholders. We regularly hold discussions with major Any change to the Memorandum or the Articles must be shareholders and a programme of meetings took place during approved by special resolution of the shareholders in 2008. A perception survey into the views of the Company’s accordance with the provisions of the Companies Acts. major investors is undertaken on an annual basis by an Changes to the Articles of Association will be proposed at independent firm, and the results of this
survey are presented this year’s Annual General Meeting. Details of the proposed to the Board. Board members also regularly receive copies changes are set out in the Notice of Annual General Meeting of the latest analysts’ and brokers’ reports on the Company 2009 and Explanation of Business, which is sent to and the sector, to further develop their knowledge and shareholders and is also available on the Company’s understanding of external views about the Company. The website at http://www.prudential.co.uk/prudential-Chairman and the non-executive directors provided feedback plc/investors/agminfo/2009/ to the Board on topics raised with them by major shareholders.
Should major shareholders wish to meet newly appointed Share capital directors, or any of the directors generally, they are welcome On 31 December 2008, the Company’s issued share capital, to do so. which is set out in Note H11, consisted of 2,496,947,688 ordinary shares of 5 pence each, all fully paid up and listed on The Group maintains a corporate website the Main Market of the London Stock Exchange. The number http://www.prudential.co.uk containing a wide range of of accounts on the share register at 31 December 2008 was information of interest to private and institutional investors, 75,438 (2007: 75,948). The Company is listed on the New York including the Group’s financial calendar. The shareholder Stock Exchange in the form of American Depositary Shares, information section on pages 364 and 365 contains further referenced to its ordinary shares, under a depositary details which may be of interest to shareholders. agreement with JP Morgan.
93
Governance report Corporate governance continued
Rights and obligations Significant shareholdings
The rights and obligations attaching to the Company’s shares As at 18 March 2009, the Company had received notification are set out in full in the Company’s Articles of Association. in accordance with Rule 5.1.2 R of the Disclosure and There are no voting restrictions on the ordinary shares, and Transparency Rules of the Financial Services Authority each share carries one vote on a poll. If votes are cast on a from Legal & General Group Plc and Capital Research and show of hands, each shareholder present in person or by Management Company that they held 4.96 per cent and proxy has one vote regardless of the number of shares held, 5.005 per cent respectively of the Company’s issued ordinary in accordance with the Companies Acts. Where, under an share capital at the time of notification. employee share plan operated by the Company, participants are the beneficial owners of the shares but not the registered Powers of directors to issue shares owners, the voting rights are normally exercisable by the The directors require authority from shareholders in relation registered owner, in accordance with the relevant plan rules. to the issue of shares by the Company. Whenever shares Trustees may vote at their discretion, but do not vote on any are issued, the Company has to offer the shares to existing unawarded shares held as surplus assets. shareholders pro rata to their holdings, unless it has been given authority by shareholders to issue shares without offering them As at 18 March 2008, trustees held 0.227 per cent of the first to existing shareholders. The Company seeks authority issued share capital of the Company under the various plans from its shareholders on an annual basis to issue shares, up to a in operation. maximum amount, and to issue up to five per cent of its issued Rights to dividends under the various schemes are set out in share capital without observing pre-emption rights, in line with Note I2. relevant regulations and best practice.
Details of shares issued during 2007 and 2008 are given
Restrictions on transfer in Note H11. No shares were issued in 2006 disapplying In accordance with English company law, shares may be pre-emption rights, and the total number of shares issued transferred by an instrument of transfer or through an electronic disapplying pre-emption rights over the last three years system (currently CREST), and transfer is not restricted except amounted to less than 7.5 per cent. that the directors may in certain circumstances refuse to register transfers of shares, but only if such refusal does not
Powers of directors to buy back shares prevent dealings in the shares from taking place on an open
The directors also require authority from shareholders in and proper basis. If the directors make use of that power, relation to the buying back of shares by the Company. The they must send the transferee notice of the refusal within Company seeks authority by special resolution on an annual two months. basis for the buyback of its own shares in accordance with the Certain restrictions may be imposed from time to time by relevant provisions of the Companies Acts and other related laws and regulations (for example, insider trading laws), and guidance. The Company has not made use of that authority pursuant to the Listing Rules of the Financial Services Authority since it was last granted at its Annual General Meeting in 2008. and Prudential’s own share dealing rules whereby certain This existing authority is due to expire at the end of this year’s employees of the Company require the approval of the Annual General Meeting. A special resolution to
approve the Company to deal in the Company’s ordinary shares. renewal of this authority will be put to shareholders at the Annual General Meeting on 14 May 2009.
Some of the Company’s employee share plans include restrictions on transfer of shares while the shares are subject to
US corporate governance and regulations the plan. As described in the Directors’ Remuneration Report,
As a result of the listing of its securities on the New York Stock non-executive directors use a proportion of their fees to Exchange, the Company is required to comply with the purchase shares in the Company which may not normally be relevant provisions of the Sarbanes-Oxley Act 2002 as they transferred during a director’s period of office. In addition, all apply to foreign private issuers, and has adopted procedures directors hold a number of qualification shares, which they to ensure this is the case. would also be expected to retain during their tenure of office.
94 Prudential plc Annual Report 2008
In particular in relation to the provisions of Section 302 of that Act, which covers disclosure controls and procedures, a Disclosure Committee has been established reporting to the Group Chief Executive, chaired by the Chief Financial Officer and comprising members of senior management. The objectives of this Committee are to:
• Assist the Group Chief Executive and the Chief Financial Officer in designing, implementing and periodically evaluating the Company’s disclosure controls and procedures; • monitor compliance with the Company’s disclosure controls and procedures; • review and provide advice to the Group Chief Executive and Chief Financial Officer with regard to the scope and content of all public disclosures made by the Company which are of material significance to the market or investors; and • review and consider, and where applicable follow up on, matters raised by other components of the disclosure process. These may include, to the extent they are relevant to the disclosure process, any matters to be raised with the Group Audit Committee, the internal auditors or the external auditor of the Company’s internal controls.
In discharging these objectives, the Committee helps to Governance support the certifications by the Group Chief Executive and the Chief Financial Officer of the effectiveness of disclosure procedures and controls required by Section 302.
The provisions of Section 404 of the Sarbanes-Oxley Act require the Company’s management to report on the effectiveness of internal controls over financial reporting in its annual report on Form 20-F, which is filed with the US Securities and Exchange Commission. To comply with this requirement to report on the effectiveness of internal control, the Group has undertaken a significant project to document and test its internal controls over financial reporting in the format required by that Act. The annual assessment and related report from the external auditor will be included in the Group’s annual report on Form 20-F, which will be published in the coming months.
In addition, the Disclosure Committee has regard to the UK Listing Regime, and evaluates whether or not a particular matter requires disclosure to the market.
95
Governance report Risk governance
Organisation The committees’ oversight is supported by the Group Chief Prudential’s risk governance framework requires that all of Risk Officer, with functional oversight provided by: the Group’s businesses and functions establish processes for
• Group Security: Develop and deliver appropriate security identifying, evaluating and managing the key risks faced by the measures to protect the Group’s staff, physical assets and Group. The framework is based on the concept of ‘three lines intellectual property. of defence’: risk management; risk oversight; and independent
• Group Compliance: Verify compliance with regulatory assurance. standards and inform the Group’s senior management The diagram below outlines the Group-level framework. and the Board on key regulatory issues affecting the Group.
• Group Risk: Establish and embed a capital management Risk management: As described in the corporate governance and risk oversight framework and culture consistent with report above, primary responsibility for strategy, performance Prudential’s risk appetite that protects and enhances the management and risk control lies with the Board, Group Chief Group’s embedded and franchise value.
Executive and the chief executives of each business unit.
Independent assurance: As described in the corporate Risk oversight: Risk exposures are monitored and reviewed governance report above, the Group Audit Committee, by Group-level risk committees, chaired by the Chief Financial supported by Group-wide Internal Audit, provides Officer, with representation from business unit and Group independent assurance and oversight of the effectiveness of Head Office oversight functions: the Group’s system of internal control and risk management.
• Group Asset Liability Committee: Meets monthly to oversee the Group’s financial risk (market, credit, liquidity and insurance risks) exposures.
• Balance Sheet and Capital Management Committee: Meets monthly to manage the Group’s balance sheets and to oversee the activities of the Prudential Capital business unit.
• Group Operational Risk Committee: Meets quarterly to oversee the Group’s non-financial risk (operational, business environment and strategic risks) exposures.
Risk governance framework
Risk management Risk oversight Independent assurance
Prudential plc Board
Group Asset Liability Group Committee Chief Executive Balance Sheet and
Group Audit Group Executive Capital Management Committee Committee Committee Group Operational Risk Committee
Chief Financial Group Chief Officer Risk Officer
Group risk, compliance and Group-wide security functions Internal Audit
Business unit Business unit risk and Business unit chief executives oversight functions audit committees
Board/Board committees Direct reporting line
Management committees Provides support to committees Personnel Regular dialogue and reporting Functions Regular communication and escalation
96 Prudential plc Annual Report 2008
Principles and objectives Reporting
Risk is defined as the uncertainty that Prudential faces in The Group Executive Committee and the Board are provided successfully implementing its strategies and objectives. with regular updates on the Group’s economic capital position, This includes all internal or external events, acts or omissions overall position against risk limits and RAP. They also receive that have the potential to threaten the success and survival the annual financial condition reports prepared by the Group’s of Prudential. insurance operations.
The control procedures and systems established within the The Group Audit Committee is provided with minutes of the Group are designed to manage, rather than eliminate, the risk Group Operational Risk Committee, and regular updates on of failure to meet business objectives. They can only provide financial and operational risk exposures. reasonable and not absolute assurance against material Group Head Office oversight functions have clear escalation misstatement or loss, and focus on aligning the levels of criteria and processes for the timely reporting of risks and risk-taking with the achievement of business objectives. incidents by business units. As appropriate, these risks and Material risks will only be retained where this is consistent incidents are escalated to the various Group-level risk with Prudential’s risk appetite framework, ie: committees and the Board.
• The retention of the risk contributes to value creation; Internal business unit routine reporting requirements vary • the Group is able to withstand the impact of an adverse according to the nature of the business. Each business unit outcome; and is responsible for ensuring that its risk reporting framework • the Group has the necessary capabilities, expertise, meets both the needs of the business unit (for example processes and controls to manage the risk. reporting to the business unit risk and audit committees) and the minimum standards set by the Group (for example, The Group has five objectives for risk and capital management: to meet Group-level reporting requirements). a Framework: Design, implement and maintain a capital Business units review their risks as part of the annual management and risk oversight framework consistent with Governance preparation of their business plans, and review opportunities the Group’s risk appetite and Risk-Adjusted Profitability and risks against business objectives regularly with Group (RAP) model. executive management. Group Risk reviews, and reports b Monitoring: Establish a ‘no surprises’ risk management to Group executive management, on the impact of large culture by identifying the risk landscape, assessing and transactions or divergences from business plans. monitoring risk exposures and understanding change drivers. c Control: Implement risk mitigation strategies and remedial actions where exposures are deemed inappropriate and manage the response to extreme events. d Communication: Communicate the Group risk, capital and profitability position to internal and external stakeholders and rating agencies. e Culture: Foster a risk management culture, providing quality assurance and facilitating the sharing of best practice risk measurement and management across the Group and industry.
Governance 97
Governance report
Corporate responsibility governance
The Board is committed to achieving the highest standards of Corporate Responsibility (CR) in directing and controlling the business. In terms of the governance of our CR strategy, Nick Prettejohn, Chief Executive Prudential UK and Europe, has Board level responsibility for social, environmental and ethical risk management. The Board discusses Prudential’s performance on these areas at least once a year and also reviews and approves Prudential’s CR report and strategy on an annual basis.
Below Board level, the Responsibility Committee is a specialist Group-wide committee chaired by Stephen
Whitehead, Group Communications Director. This committee is responsible for reviewing Prudential’s business conduct and social and environmental policy, and ensures consistency of approach across the Group’s international businesses. Consideration of environmental, social and community matters is embedded in our Code of Business Conduct and supported by our CR philosophy and programme, which takes into account local cultures and requirements across our businesses.
The Corporate Responsibility team, which is located in Group Head Office, develops Prudential’s CR strategy and works closely with individual business units to provide advice. The team also assists with the development and adaptation of Group-wide initiatives so that they not only fit with our overall Group principles but are also adapted to meet local needs.
98 Prudential plc Annual Report 2008
Governance
Additional disclosures
The following additional disclosures are made in compliance Post-balance sheet events with the Companies Act 2006, the Disclosure and Important events affecting the Company after the end of the Transparency Rules and the Combined Code. financial year are detailed in Note I10.
Financial reporting Significant agreements that take effect, alter or
The directors have a duty to report to shareholders on the terminate upon a change of control of the Company performance and financial position of the Group and are following a takeover bid responsible for preparing the financial statements on pages Under the agreements governing Prudential Corporation 131 to 315 and the supplementary information on pages 318 to Holdings Limited’s life insurance and fund management 356. It is the responsibility of the auditor to form independent joint ventures with China International Trust & Investment opinions, based on its audit of the financial statements and its Corporation (CITIC), if there is a change of control of the review of the EEV basis supplementary information; and to Company, CITIC may terminate the agreements and either report its opinions to the Company’s shareholders and to the (i) purchase the Company’s entire interest in the joint venture Company. Its opinions are given on pages 317 and 358. or require the Company to sell its interest to a third-party designated by CITIC or (ii) require the Company to purchase Company law requires the directors to prepare financial all of CITIC’s interest in the joint venture. The price of such statements for each financial year which give a true and fair purchase or sale is to be the fair value of the shares to be view of the state of affairs of the Company and of the Group. transferred, as determined by the auditor.
The criteria applied in the preparation of the financial Governance statements are set out in the statement of directors’
Essential contracts or arrangements responsibilities on page 316.
There are a number of significant relationships with third-The directors are further required to confirm that the parties, which have value to the business. No single directors’ report includes a fair review of the development relationship, however, is considered to be essential to the and performance of the business, with a description of the Group as a whole. principal risks and uncertainties. Such confirmation is included in the statement of directors’ responsibilities Compensation for loss of office on page 316. None of the terms of employment of the Company’s directors includes provisions for payment of compensation for loss The Business Review includes, on pages 34 to 41, a description of office or employment that occurs because of a takeover. of the Group’s risk and capital management, which includes a Terms applying on a termination of their office are set out in the description of the Group’s liquidity position. These risks are Directors’ Remuneration Report. In the US, senior executives also discussed in Note C to the financial statements. The Group participate on a discretionary basis in a plan which entitles has considerable internal and external financial resources and them to compensation, in the event that their employment the directors believe that the Group is well placed to manage is terminated or adversely affected as a result of a takeover. its business risks successfully despite the current uncertain In addition, one employee in our Asian business participates economic outlook. in a similar plan.
After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue its operations for the foreseeable future. The directors therefore have continued to use the going concern basis in preparing the financial statements.
Governance
99
Governance
Index to principal Directors’ Report disclosures
Information required to be disclosed in the Directors’ Report may be found in the following sections:
Information Section in Annual Report Page number(s)
Business review Overview and business review 2-78 Essential contracts or arrangements Additional disclosures 99 Disclosure of information to auditor Corporate governance 88 Directors in office during the year Governance 81-82, 84 Principal activities Business review 23 Dividend recommended for the year Business review 27 Details of qualifying third-party indemnity provisions Corporate governance 88 Political and charitable donations and expenditure Corporate responsibility review 78 Financial instruments – risk management objectives Business review 69 and policies Post-balance sheet events Note I10 of the Notes on the Group financial statements and Additional disclosures 99, 305 Future developments of the business of the Company Business review 18-78 Employment policies and employee involvement Corporate responsibility review 74-78 Creditors – policy on payment and practice Corporate responsibility review 78 Structure of share capital, including restrictions on the Corporate governance 93-94 transfer of securities, voting rights and significant shareholders Rules governing appointments of directors Corporate governance 84 Rules governing changes to the articles of association Corporate governance 93 Powers of directors Corporate governance 84 Significant agreements impacted by a change of control Additional disclosures 99 Agreements for compensation for loss of office or Additional disclosures 99 employment on takeover
In addition, the risk factors set out on pages 360 to 363 are incorporated by reference into this Directors’ Report. On behalf of the Board of directors
Peter Maynard
Company Secretary
18 March 2009
100 Prudential plc Annual Report 2008
Directors’ remuneration report 102
report remuneration Directors’
Directors’ remuneration report
101
Directors’ remuneration report For year ending 31 December 2008
Dear Shareholders The Remuneration Committee determines remuneration policy and makes decisions on individuals’ remuneration while taking I am pleased to present the 2008 remuneration report for into account: Prudential, setting out our remuneration policy for senior
• The UK’s regulatory framework; executives and the remuneration for our executive directors.
• shareholders’ views;
The primary objectives of our remuneration policy remain • good practice as set out in investor guidelines; unchanged: to attract high calibre executives and to encourage • UK corporate governance standards; them to contribute to the success of Prudential by fulfilling our • remuneration practices and levels of compensation business plans, thereby achieving returns for our shareholders. in local markets; and We reward executives based on the Company’s success and • remuneration arrangements for other employees their individual contributions. By focusing on the delivery of in the Company. both short and long-term business objectives the remuneration Thus the policy aims to comply with good practice in the policy supports the Company’s strategy and goals and is UK, whilst not losing sight of the need to take account of effectively aligned with the interests of shareholders. competitive conditions in the local market in which an As I indicated in last year’s Report, in 2008 the Committee individual works. undertook a full review of the remuneration policy for the The Committee’s remuneration policy applies a set of executive directors. The results of the review clearly indicated Remuneration Principles which support the Committee’s that there are areas of our executive directors’ remuneration strong belief that remuneration must reflect performance which are below market, particularly incentive levels. However which delivers the Group’s strategy and ensures a continuing when considering the findings of the review, we have been alignment with the shareholders. The review conducted in very conscious of the current economic climate, both globally 2008 confirmed the validity of the principles which guide the and in each region in which we do business. Hence the Remuneration Committee in determining its general approach Committee considers that this is not an appropriate time to to remuneration and the awards made to the individual make changes to executive compensation. In reaching this executive directors. decision we have been particularly mindful of the interests and perspectives of shareholders. The Remuneration Principles which the Committee has applied are: In consequence:
• A high proportion of total remuneration will be delivered
• We made no changes for 2009 to the basic salaries of through performance-related reward with high levels of our executive directors or our Group Leadership Team reward only being paid for high levels of achievement; (top 100 employees); • a significant element of performance-related reward will • in deciding 2008 bonus levels, we applied no discretion be provided in the form of shares; when considering the financial results against targets • the total remuneration package for each executive director which had been set at the beginning of the year; and will be set in relation to the relevant employment market; • we have not changed the levels of long-term incentive • the performance of business unit executives will be awards for 2009. measured at both a business unit and Group level; During 2008 we also reviewed our incentive arrangements to • performance measures will include absolute financial ensure that they do not encourage inappropriate behaviour, measures and relative measures as appropriate, to provide especially in terms of short-term risk taking. The annual alignment between achieving results for shareholders and bonus plan measures for 2009 place particular emphasis on the rewards for executives; and generation of cash and preservation of capital, as discussed • reward structures will be designed to deliver fair and on page 105 to reflect the importance of these factors to the equitable remuneration for all employees.
Group. The Committee is satisfied that the structure of the incentive arrangements is appropriate but will continue to keep this under review during the year.
102 Prudential plc Annual Report 2008
The Committee will continue to review these principles The Committee sought the views and assistance of Priscilla regularly. Vacassin, Group Human Resources Director, Hilary Oliver, Director of Group Reward and Employee Relations, Philip The members of the Remuneration Committee during 2008, Broadley, Group Finance Director until May 2008 and Tidjane listed below, are all independent non-executive directors: Thiam, Chief Financial Officer from May 2008. In making its Bridget Macaskill (Chairman) decisions, the Committee also requested consultancy Keki Dadiseth assistance from Deloitte LLP and PricewaterhouseCoopers LLP, Michael Garrett reviewed market data from Deloitte LLP, Towers Perrin and James Ross (joined 1 January 2008) McLagan Partners and obtained legal advice, including employment law and advice on the operation of the The Committee meets on at least four occasions each year Company’s share plans from Slaughter and May and Linklaters. and more often when necessary. In 2008 the Committee met Some of these companies also provided other services to the eight times. The Chairman and the Group Chief Executive Company: Deloitte LLP, PricewaterhouseCoopers LLP and are invited to attend the meetings and are asked to provide Slaughter and May in relation to advice on taxation and finance their views as appropriate. The Committee decides the matters, Towers Perrin in relation to advisory work on finance remuneration of the Chairman and the executive directors, matters and Slaughter and May in relation to advice on including the Group Chief Executive, but in no case is any commercial and corporate law and general legal advice. person present when their own remuneration is discussed.
Each year the Committee reviews the remuneration of senior I remain fully confident the Committee’s approach is fully management throughout the Group. aligned with the Company’s business plans and shareholder interests, and rewards Prudential’s executive directors In addition to the review undertaken, during last year the appropriately for their performance.
Committee addressed its regular tasks of determining the appropriate level of the executive directors’ annual incentive reward for the previous year, deciding incentive award structures for the current year and reviewing salaries for Directors’ the subsequent year. In addition, the Committee: Bridget Macaskill remuneration
• Finalised the proposals on the new long-term incentive plan Chairman for Michael McLintock which was approved by shareholders
Remuneration Committee at the Annual General Meeting and implemented during report
2008; 18 March 2009
• reviewed the comparator group of companies to be used under the 2008 Group Performance Share Plan; Directors’ Remuneration Regulations
• finalised the terms following the resignation of Philip The 2008 Directors’ Remuneration Report has been
Broadley; approved by the Board in accordance with Section 234C of the • finalised the terms for the appointment of Tidjane Thiam; Companies Act 1985, and in accordance with Section 241A • finalised the terms for the appointment of Harvey McGrath; of the Companies Act a resolution will be put to shareholders • reviewed the performance measures in the long-term at the Annual General Meeting inviting them to consider and incentive plans; and vote on it. This report complies with the requirements of the •
reviewed the remuneration of senior managers throughout Regulations and KPMG Audit Plc has audited the sections the Group. contained on pages 117 to 127.
It has been announced that Tidjane Thiam will succeed Mark During the year, the Company has complied with Schedule A Tucker as Group Chief Executive from 1 October 2009. The details and Schedule B and the provisions relating to the Principles of of the remuneration terms which the Committee has agreed for Good Governance and Code of Best Practice of the Combined Tidjane Thiam and the arrangements for Mark Tucker following his Code then in force regarding directors’ remuneration. resignation have been included on page 114 in this Report.
103
Directors’ remuneration report For year ending 31 December 2008 continued
Remuneration Committee terms of reference Remuneration Policy and structure for 2009
The Remuneration Committee’s terms of reference are During 2008 the Committee: available on the Company’s website and a copy may be
• Reviewed the Remuneration Principles which guide obtained from the Company Secretary. its decisions and confirmed they were in line with The Committee’s objectives include: good practice; • confirmed that the remuneration structure for each of the
• Determining the remuneration framework for the executive directors was broadly appropriate with a correct Chairman and the executive directors; balance between • reviewing the design of all long-term incentive arrangements – fixed and variable elements of remuneration applying to the executive directors; – annual and long-term incentives • approving the design and targets for any performance-– reward provided in cash and shares related pay plans for the executive directors and individual – incentives based on Group and business unit performance; payments made under the plans; • reviewed the executive directors’ remuneration against • setting the Chairman’s fees and executive directors’ annual market at a total compensation level and by different remuneration packages; elements; • reviewing the terms of the executive directors’ service • decided that although there were areas of remuneration agreements; below market, no changes to incentive levels would be made • monitoring the remuneration of a defined population of at this time; senior executives; • decided that no salary increases for executive directors • reviewing the design of all share incentive plans operating would be made in 2009; over Prudential plc shares; • considered the design, including the performance measures, • determining the structure and quantum of any severance of our annual incentive arrangements for executive directors; packages for executive directors; and • considered the design, including the performance measures, • approving the annual Directors’ Remuneration Report. of our long-term incentive arrangements for executive directors; and
Remuneration Policy for executive directors
• considered the salary review plans for all other employees and incentive arrangements in the Group.
The Company’s Remuneration Policy applies the
Remuneration Principles as described in the letter from the
Review of market positioning
Chairman of the Remuneration Committee, including the
During 2008, the Committee reviewed its policy on the principle of setting remuneration structures of individual appropriate market position for each executive director and executive directors by reference to their different roles and confirmed the following: the markets in which they operate.
• Setting total compensation against the median of the FTSE 50 In overall terms, the Committee considers the current for the relevant role is appropriate for Mark Tucker, Tidjane remuneration architecture for the executive directors is Thiam, and Nick Prettejohn; appropriate because of its simplicity and transparency and • setting total compensation against the median of the FTSE 50 its alignment with shareholders’ interests. for the relevant role is also appropriate for Barry Stowe, in the Mark Tucker is leaving Prudential on 30 September 2009 absence of reliable market data in Asia; and Tidjane Thiam will become Group Chief Executive from • setting total compensation against the median of the Life
1 October 2009. The remuneration arrangements which will Office Management Association (LOMA) data for US apply to Mark following his resignation and Tidjane on his insurers is appropriate for Clark Manning; and appointment are included on page 114 of this Report. • setting total compensation for Michael McLintock against survey data from McLagan Partners of an appropriate peer group is appropriate, targeting median compensation for median performance and upper quartile for superior performance.
104 Prudential plc Annual Report 2008
Performance measures in 2009 annual bonus plans Performance measures in long-term incentive plans
The 2009 annual plans for the majority of executive directors 2009 Group Performance Share Plan (GPSP) include performance measures at a Group and business unit Awards under the 2009 Group Performance Share Plan are level based on: based on Prudential’s Total Shareholder Return compared with the TSR performance of its competitors. Further details are set IFRS profits out in the section on ‘Executive Directors’ long-term incentive EEV profits plans’ on page 111.
Operating cash flow
Insurance Groups Directive capital surplus position
2008 and 2009 Business Unit Performance Plan
Michael McLintock’s business unit annual plan includes (BUPP) awards growth in third-party funds, M&G investment performance The 2007 Directors’ Remuneration Report noted that the and M&G IFRS profit. Company was planning to change its reporting basis to Market Consistent Embedded Value (MCEV) for European insurers. The proportions of financial and individual performance for This would have meant that the Committee needed to review each executive director are: the BUPP performance measure which is Shareholder Capital Value on an European Embedded Value (EEV) basis. However
2009 Annual incentives
Financial Personal in December 2008, the CFO Forum, representing the leading measures performance insurance companies in Europe, expressed its concern about Business the appropriateness of MCEV principles in the current market
Group unit
environment, especially its suitability in periods of economic Clark Manning* 25% 65% 10% turmoil, and announced that a further review would take place Michael McLintock 10% 75% 15% in 2009.
Nick Prettejohn 20% 60% 20% In view of this decision the Committee confirmed that as in Barry Stowe 20% 60% 20% previous years the vesting of the awards under the 2008 and
Tidjane Thiam 80% – 20% 2009 Business Unit Performance Plan for the Chief Executives Directors’ Mark Tucker 80% – 20% of the UK, US and Asia will be based on the growth in remuneration *The proportions for Clark Manning’s annual bonus include a Jackson Shareholder Capital Value (SCV) on an EEV basis for each senior management bonus pool which is based on Jackson financial relevant business unit. Details of the measures are set out in performance. The proportions shown in the table incorporate a notional the section on ‘Business Unit Performance Plans (BUPPs) – report level for this pool, and in a year when Jackson has superior performance executive directors with regional responsibility’ on page 111. the percentage of his reward based on Jackson business would be In the event that Prudential changes its supplementary basis substantially higher. of reporting from EEV the Committee will keep the vesting schedules under review to ensure that outcomes are not The proportions for 2008 bonus plans were as above, but the materially distorted up or down by such a change. The performance measures did not include Insurance Groups business based long-term incentive plan for Michael
Directive capital surplus. McLintock is described in the section ‘M&G Executive Long-Term Incentive Plan’ on page 112.
The performance measures which will be used in the 2009 long-term incentive plans for the executive directors are as follows:
Long-term incentive plans 2009 Performance measures
Group Business Unit Performance Performance Share Plan Plan
Clark Manning President and Chief Executive Officer Jackson TSR Jackson SCV growth Michael McLintock Chief Executive M&G TSR M&G IFRS Profit and Fund performance Nick Prettejohn Chief Executive Prudential UK and Europe TSR UK SCV growth Barry Stowe Chief Executive Prudential Corporation Asia TSR Asia SCV growth Tidjane Thiam Chief Financial Officer TSR n/a
As Mark Tucker is leaving Prudential in 2009 he will not receive a long-term incentive award for 2009.
105
Directors’ remuneration report For year ending 31 December 2008 continued
Remuneration policy in practice
The table below sets out the purpose and practice for each element of remuneration for 2008 and 2009. Total remuneration for our executive directors is made up of the elements set out below. All elements are reviewed annually.
Element Purpose Measures Practice
Total Compensation Provides Compensation information on reward Total Compensation levels are compared with: appropriate for executive directors in the relevant
• Median of the FTSE 50 for executive directors whose compensation markets provides the background for remuneration is benchmarked against the UK market; structures and compensation decisions by the
• Median of the LOMA data for insurance companies for reward payouts Committee. Consideration is also given the executive director based in the US; and which attract high- to remuneration arrangements and levels
• Median of fund management market data for the Chief calibre executive for the other Prudential employees in the Executive of M&G. directors. relevant market.
Salary Provides part of the Scope of role and market position, as The Remuneration Committee reviews salaries annually. guaranteed element well as individual’s contribution and Any changes in basic salary for the Group Chief Executive of remuneration experience, taking into account total and the executive directors are effective from 1 January. necessary to recruit remuneration, market movement of No increases to basic salaries are proposed for executive and retain the best salaries in comparator organisations and directors or senior executives for 2009. people for our salary increases for employees generally business. in the company. For other employees, basic salary increases around the Group will reflect the local market.
Market position compared with companies of similar size and complexity It is anticipated that the pay review for other employees will to Prudential, for example from the FTSE result in average increases of approximately 2.5% in the UK, 50 for UK-based remuneration, UK-based 3.5% in Asia, and 3% in the US. asset management companies for M&G and US insurers for US-based remuneration.
Annual Bonus Rewards the Group financial measures, Business unit Executive directors have annual incentive plans based on the achievement of financial measures and Individual achievement of annual performance measures taken from the business results contribution. Company’s business plans and individual contributions. and individual Bonuses awarded are not pensionable.
The proportions of the elements in the objectives in a annual incentive plans are set out in the The annual bonus for the Chief Executive of Jackson includes given year. section on ‘Performance measures in a 10% share of a senior management bonus pool determined 2009 annual bonus plans’ on page 105. by the performance of Jackson for the year.
106 Prudential plc Annual Report 2008
Element Purpose Measures Practice
Deferrals from Provides a retention A portion of bonus in the form of an 2009 bonus deferrals annual bonus awards element from award of shares deferred for three years. The current Group Chief Executive leaves Prudential on annual reward 30 September 2009 hence any pro-rated bonus for 2009 will which helps be paid fully in cash. alignment with The new Group Chief Executive will be required to defer 50% of shareholders’ any bonus awarded for this role post the date of appointment. interests.
For the other executive directors, the deferral policy for 2009 bonus awards will be as follows:
• Chief Financial Officer and the Chief Executives of UK and Asia: deferral of 30% of total bonus awarded. This results in an increased deferral at lower levels of bonus;
• Chief Executive of Jackson: 15% of total bonus awarded. This represents a substantial increase in deferral. The deferral of any award made for 2010 onwards will be 30% of total bonus; and
• Chief Executive of M&G: deferral of 50% of any award Directors’ above £500,000. This deferral level is unchanged from 2008. remuneration
2008 bonus deferrals (where different from 2009):
• Group Chief Executive: deferral of bonus above 75% of salary; report
• Chief Financial Officer and the Chief Executives of UK and Asia: deferral of bonus above 50% of salary; and
• Chief Executive of Jackson: deferral of bonus above 100% of salary excluding the payment from a Jackson senior management bonus pool.
Long-Term Incentive Rewards related to Group Performance Share Plan All executive directors are provided with awards under the achieving success For all executive directors: relative share-based Group Performance Share Plan. for shareholders TSR performance against peer group.
The chief executives of the business units also participate over a three year Business plans: in plans designed to measure their business unit’s contribution period.
For business unit executive directors: to the long term success of Prudential. BUPPs: Growth in SCV on an EEV basis.
The Chief Executive of M&G participates in the cash-based M&G Executive LTIP: M&G profit and M&G Executive LTIP. fund performance.
The Chief Executives of UK, Asia and Jackson participate in long-term incentive plans relating to their businesses, the Business Unit Performance Plans. For 2009 onwards, awards will be 100% in shares to provide greater alignment with shareholders (previously, awards were 50% shares/50% cash). Full details of the plans for the executive directors are set out in the section on ‘Executive Directors’ long- term incentive plans’ on page 111.
Senior executives reporting to the executive directors also participate in LTIPs which in most cases are the same or similar, but plans have been tailored to business needs where appropriate.
107
Directors’ remuneration report For year ending 31 December 2008 continued
Remuneration policy in practice continued
Element Purpose Measures Practice
All-employee Allows for all The structure of plans is determined by Executive directors are eligible to participate in all-employee share plans employees to market practice and local legislation. plans on the same basis as other employees. participate in the Further details are set out in the section on ‘All-employee success of the plans’ on page 112.
Company.
Benefits Provides another Determined by market Executive directors receive certain benefits for example guaranteed element comparison/practice. participation in medical insurance schemes, a maximum six set at an weeks holiday (an increase from five weeks in 2008 to align appropriate level with other senior employees) and in some cases a cash car compared with allowance and the use of a car and driver and security peers. arrangements. No benefits are pensionable. Executive directors are entitled to participate in certain M&G investment products on the same terms as available to other members of staff.
Pension Provides income Determined by market comparison/ It is the Company’s policy to provide efficient pension vehicles to in retirement. practice. No new executive directors allow executive directors to save for their retirement and to make appointed since June 2003 participate in appropriate contributions to their retirement savings plans. The defined benefit pension plans. level of company contribution is related to competitive practice in the executive directors’ employment markets.
The executive directors’ pension arrangements and life assurance provisions are set out in the section on ‘Directors’ pensions and life assurance’ on page 126.
108 Prudential plc Annual Report 2008
2009 Remuneration structure for executive directors
The following table summarises the remuneration structure for each executive director for 2009. Incentive award levels are unchanged from 2008.
Tidjane Thiam’s remuneration arrangements after he becomes Group Chief Executive on 1 October 2009 are set out on page 114.
Long-Term Incentives Annual Group Business Unit Incentive Performance Performance Total Share Plan Share Plan Plan LTIPs Annual Salary at
1 January 2008 Maximum Maximum Maximum Maximum Director Role (unchanged for 2009) % of salary % of salary % of salary % of salary
Clark Manning1 President and Chief
Executive Officer Jackson $1,050,000 c3201 230 230 460 Michael McLintock2 Chief Executive M&G £320,000 –2 100 –2 1002 Nick Prettejohn Chief Executive Prudential UK and Europe £650,000 110 130 130 260 Barry Stowe Chief Executive Prudential Corporation Asia £550,000 110 130 130 260 Tidjane Thiam3 Chief Financial Officer £650,000 1104 1603 n/a 160 Mark Tucker5 Group Chief Executive £975,000 1255 n/a n/a n/a5
Notes
1 Clark Manning’s annual bonus figure includes a notional figure for his 10% share of the Jackson senior management bonus pool based on the performance of Jackson.
2 Michael McLintock’s annual bonus is based on M&G’s performance both in absolute terms and relative to its peers with bonus amounts determined by an assessment of market competitive rewards for median and superior performance. In line with practice in the asset management sector there is Directors’ no specified maximum annual bonus award. Total remuneration is subject to an overriding cap such that his total remuneration should not be greater than three per cent of M&G’s annual IFRS profits. remuneration
3 As part of his appointment terms, Tidjane Thiam was provided with the following: • to compensate for the loss of 2007 bonus, a cash payment of £325,000 on joining and an award of shares deferred for three years with a value of £325,000; report • a guarantee that his bonus for 2008 would not be less than 100% of his salary. Any amount of the 2008 bonus paid which is greater than 50% of his salary will be awarded in shares which are deferred for three years; • for 2008, a double award of 320% of his salary under the Group Performance Share Plan (Group PSP); and
• In order to compensate for the loss of outstanding deferred share awards under annual incentive plans and long-term awards with his previous employer: – a cash sum on joining in lieu of the 2005 awards which were due to vest in March 2008; and – restricted share awards, in lieu of his 2006 and 2007 awards, without performance measures which will vest in March 2009 and 2010, respectively.
All the awards described above were fully disclosed in the 2007 Directors’ Remuneration Report.
4 This maximum annual bonus will apply on a pro-rated basis for 2009 (see section on Tidjane Thiam’s arrangements on page 114).
5 Mark Tucker’s 2009 annual bonus will be pro-rated based on his period of employment during the year. No 2009 long-term incentive award will be made (his 2008 Group Performance Share Plan award was 200% of basic salary).
109
Directors’ remuneration report For year ending 31 December 2008 continued
2009 Remuneration policy – balance of the elements Proportions of cash and shares of remuneration The distribution between cash and shares in reward for our Proportions of fixed and variable reward executive directors is set out below. The chart reflects the On a policy basis the distribution between fixed and variable and 2009 changes in the level of deferrals into shares from annual short and long term reward for our executive directors is as follows. bonuses described in the section on ‘Remuneration policy in (For the Group Chief Executive and Chief Financial Officer the practice’ on page 106. policy level for 2008 long-term incentive award has been included for comparison purposes):
2009 proportions based on remuneration policy 2009 proportions based on remuneration policy
Fixed/variable % Cash/shares %
Group Chief Executive Group Chief Executive
Good Good Superior Superior
Chief F inancial O3cer Chief Financial O3cer
Good Good Superior Superior
President and Chief Executive O3cer, President and Chief Executive O3cer, Jackson National Life Jackson National Life
Good Good Superior Superior
Chief Executive, M&G Chief Executive, M&G
Good Good Superior Superior
Chief Executive, Chief Executive,
Prudential UK and Europe Prudential UK and Europe
Good Good Superior Superior
Chief Executive, Chief Executive,
Prudential Corporation Asia Prudential Corporation Asia
Good Good Superior Superior
0 20 40 60 80 100 % 0 20 40 60 80 100 %
Salary Salary Bonus Bonus LTIP
The assumptions used are: Notes
Good performance leads to 2009 awards under the Group Performance Share Plan are 100% in shares. 25% vesting of the Group LTIP and 2009 awards under the Business Unit Performance Plan for the Chief 30% vesting of the regional business unit LTIPs. Executives of the US, UK and Asia are 100% in shares.
Superior performance leads to maximum annual bonus and maximum The long-term incentive plan for the Chief Executive of M&G is cash based. LTIP vesting.
110 Prudential plc Annual Report 2008
Executive directors’ long-term incentive plans Vesting of awards
All long-term incentive arrangements relating to executive For any Group PSP award to vest, the Remuneration directors have a performance period of three years. Shares Committee must also be satisfied that the quality of the released from all the Company’s long-term plans are currently Company’s underlying financial performance justifies the level purchased in the open market through a trust for the benefit of award delivered at the end of the performance period and of qualifying employees. may adjust the vesting level accordingly at its discretion.
To ensure close alignment with our shareholders’ long-term
2009 Group Performance Share Plan (Group PSP) – interests, participants receive the value of reinvested dividends all executive directors over the performance period for those shares that vest.
The Group PSP delivers shares to participants subject to performance over a three-year period. The performance
Business Unit Performance Plans (BUPPs) – executive measure which will be used in 2009 is Total Shareholder directors with regional responsibility
Return (TSR).
For executive directors with regional responsibilities, the Business Unit Performance Plan delivers shares subject to
Group Total Shareholder Return performance over a three-year performance period. Prudential’s Total Shareholder Return performance is measured over the performance period compared with the The performance measure under the BUPPs is Shareholder TSR performance of an index comprised of peer companies. Capital Value (SCV) which is shareholders’ capital and reserves TSR is measured on a local currency basis which is considered on a European Embedded Value (EEV) basis (using the EEV to have the benefits of simplicity and directness of comparison. Principles for reporting adopted by European insurance companies) for each regional business unit. Vesting depends The vesting schedule is set out in the following table and on the increase in SCV over the performance period, and the graph. The unvested portion of any award lapses. The required growth rates are different for each of Prudential’s companies in the index for both the 2008 and 2009 awards are: business regions to reflect the relative maturity of the markets Aegon, Allianz, Aviva, Axa, Friends Provident, Generali, ING, and the different business environments. The vesting
Legal & General, Manulife, Old Mutual and Standard Life.Directors’ schedules which are the same as for previous BUPP awards are set out in the table below. The unvested portion of any remuneration award lapses. report
Group Performance Share Plan Business Unit Performance Plan
Compound annual growth in Shareholder Capital Value over three years Prudential’s TSR relative to the index Percentage of award at the end of the performance period which vests Percentage of Award that vests UK JNL Asia
Less than index return 0% 0% < 8% < 8% < 15% Index return 25% 30% 8% 8% 15% Index return x 110% 75% 75% 11% 10% 22.5% Index return x 120% 100% 100% 14% 12% 30%
TSR vs Index % vesting Compound annual growth in shareholder capital value over three years % vesting
100 100
75 75
50
30 25
0 0
100% 110% 120% Threshold Maximum
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Directors’ remuneration report For year ending 31 December 2008 continued
The Remuneration Committee must also be satisfied that Investment performance the quality of the underlying financial performance of each • Where investment performance over the three-year business unit justifies the level of award delivered at the end performance period is in the top two quartiles the number of the performance period and may adjust vesting levels of phantom shares vesting will be enhanced. A sliding scale accordingly at its discretion. will apply up to 200% of the annual award, which is awarded when top quartile performance is reached; and To ensure close alignment with our shareholders’ long-term
• Awards will be forfeited if investment performance is in interests, participants receive the value of reinvested dividends the fourth quartile, irrespective of any profit growth. over the performance period for those shares that vest.
The value of the vested shares will be paid in cash after the
M&G Executive Long-Term Incentive Plan – end of the three-year performance period. Michael McLintock
Under the M&G Executive Long-Term Incentive Plan an award All-employee plans of phantom shares is made with a phantom share price at UK-based executive directors are eligible to participate in the vesting which will be determined by the increase or decrease Prudential HM Revenue and Customs (HMRC) approved UK in M&G’s IFRS profits over the three-year performance period, Savings Related Share Option Scheme (SAYE scheme) and the with a notional starting share price of £1.00. Asia-based executive director can participate in the equivalent International SAYE scheme. The schemes allow employees The number of phantom shares in the award depends on the to save towards the exercise of options over Prudential plc performance of M&G in the financial year prior to the award shares, at an option price set at the beginning of the savings being made and an assessment of Michael McLintock’s period at a discount of up to 20 per cent to the market price. contribution. Thus the base value of the award to be made in Savings contracts may be up to £250 per month for three or 2009 relates to the business performance in 2008. As disclosed five years, or additionally in the UK scheme seven years. On in the 2007 Directors’ Remuneration Report, in recognition of maturity at the end of the set term, participants may exercise M&G’s strong performance in 2007, an award of 1,141,176 their options within six months of the end of the savings phantom shares of £1 with an anticipated value of £1,940,000 period and purchase Prudential plc shares. If an option is was made in 2008. Based on 2008 performance, an award of not exercised within six months, participants are entitled to 2,282,353 phantom shares of £1 and an anticipated value of a refund of their cash contributions plus interest if applicable £1,940,000 will be made in 2009.
The number of phantom shares subject to the award will be under the rules. Shares are issued to satisfy options that are exercised. No options may be granted under the schemes if adjusted at the end of the three-year performance period to the grant would cause the number of shares which have been take account of the performance of M&G both in terms of issued, or which remain issuable pursuant to options granted levels of profitability and maintaining strong fund investment in the preceding 10 years under the scheme and other share performance as follows: option schemes operated by the Company, or which have been issued under any other share incentive scheme of the Profit growth Company, to exceed 10 per cent of the Company’s ordinary
• Awards will be scaled back based on profit performance share capital at the proposed date of grant. achieved if profits in the third year are less than the average
UK-based executive directors are also eligible to participate of the profits over the prior year and the performance period; in the Company’s HMRC approved Share Incentive Plan
• The scaling back will be on a straight line basis from 0% to which allows all UK-based employees to purchase shares of 100% of the award between zero profit and the achievement Prudential plc (partnership shares) on a monthly basis out of profits equal to the average; of gross salary. For every four partnership shares bought, an
• No award will vest in the event of a loss or zero profit, additional matching share is awarded, which is purchased by irrespective of fund performance; and Prudential on the open market. Dividend shares accumulate
• No adjustment will be made if the profits at the end of the while the employee participates in the plan. Partnership shares third year are at least equal to the average of the profits over may be withdrawn from the scheme at any time. If the the prior year and the performance period. employee withdraws from the plan within five years the matching shares are forfeited and if within three years, dividend shares are also forfeited.
112 Prudential plc Annual Report 2008
Pensions policy Service Contracts
The Chief Executive of Jackson is eligible to participate in
Jackson’s Defined Contribution Retirement Plan, a qualified Chairman’s letter of appointment and benefits
401(k) retirement plan on the same basis as all other US-based Sir David Clementi was Chairman during 2008. He was paid an employees. Company matching contributions of 6% of basic annual fee and had a contractual notice period of 12 months by salary up to a maximum of $13,800 were made in 2008. He is either party. The Chairman participated in a medical insurance also eligible to participate in the profit sharing element of the scheme, had life assurance cover of four times his annual fees plan that provides eligible participants with an annual profit in lieu of death in service benefits and had the use of a car and sharing contribution, depending on the financial results of driver. He was entitled to a supplement to his fees, intended for Jackson for the plan year, with a maximum of four per cent pension purposes. He was not a member of any Group pension of salary capped at $9,200 in 2008. scheme providing retirement benefits. His annualised fee as at
1 January 2008 was £520,000 and his pension allowance was The Chief Executive of Asia is eligible to receive a 25 per cent 25 per cent of his fees. cash salary supplement for pension purposes.
Harvey McGrath joined as a non-executive director on UK executive directors are offered a choice of a combination
1 September 2008 and became Chairman from 1 January 2009. of HMRC approved pension schemes and/or cash He is paid an annual fee and has a contractual notice period supplementary payments. If an executive director opts to join of 12 months by either party. He is entitled to participate in a one of the HMRC approved pension plans, participation is on medical insurance scheme and to the use of a car and driver the same basis as other employees who joined at the same but did not take up either of these benefits in 2008. He is date as the executive director in question. For defined benefit provided with life assurance cover of four times his annual fees schemes, our policy is to retain a notional scheme earnings cap, in lieu of death in service benefit. He is not a member of any set at £112,800 and £117,600 for the 2007/08 and 2008/09 Group pension scheme providing retirement benefits. tax years respectively. No employees with employment offers His annualised fee is £500,000 which is fixed for three years. after 30 June 2003 are eligible for membership of any defined No pension allowance is paid. benefit schemes. Directors’
For UK executive directors hired after 30 June 2003 the Directors’ service contracts and letters of appointment remuneration
Company’s policy is to provide a supplement of 25 per cent Executive directors have contracts that terminate on their of salary. This includes, where relevant, any Company normal retirement date. The normal retirement date for the contributions to the staff defined contribution pension plan, executive directors except Clark Manning and Barry Stowe report which UK executive directors may choose to join. This plan is the date of their 65th birthday. The normal retirement
date has no salary cap. for Clark Manning and Barry Stowe is the date of their 60th birthday.
The normal notice of termination the Company is required to give executive directors is 12 months. Accordingly, in normal circumstances the director would be entitled to one year’s salary and benefits in respect of the notice period on termination. Additionally, outstanding awards under annual and long-term incentive plans will vest depending on the circumstances and according to the rules of the plans. When considering any termination of a service contract, the Remuneration Committee will have regard to the specific circumstances of each case, including a director’s obligation to mitigate his loss. Payments additionally would be phased over the notice period.
Notice Period Notice Period Date of contract to the Company from the Company
Clark Manning 7 May 2002 12 months* 12 months* Michael McLintock 21 November 2001 6 months 12 months Nick Prettejohn 26 September 2005 12 months 12 months Barry Stowe 18 October 2006 12 months 12 months Tidjane Thiam 20 September 2007 12 months 12 months Mark Tucker 24 March 2005 12 months 12 months
*The contract for Clark Manning is a renewable one-year fixed-term contract. The contract is renewable automatically upon the same terms and conditions unless the Company or Clark Manning gives at least 90 days’ notice prior to the end of the relevant term. In the case of the former, Clark Manning would be entitled to continued payment of salary and benefits for the period of one year from the day such notice is delivered to him. Payments of Clark Manning’s salary during the period following the termination of employment would be reduced by the amount of compensation earned by him from any subsequent employer or from any person for whom he performs services. Benefits to be provided during such period would also be cancelled to the extent that comparable benefits were available to him from these alternative sources.
113
Directors’ remuneration report For year ending 31 December 2008 continued
Mark Tucker Tidjane Thiam’s 2009 annual bonus will be based on Following Mark Tucker’s resignation no special remuneration the performance measures described in the section on arrangements have been put in place. ‘Performance measures in 2009 annual bonus plans’ on page 105. His current maximum bonus for his role as Chief Financial Mark Tucker will continue to receive his basic salary, pension Officer is 110 per cent. The total bonus for 2009 will be contribution and other benefits under the terms of his contract determined by considering the period of time in the two roles until 30 September 2009. His annual bonus for 2008 has been performed in 2009, taking into account any handover period paid fully in cash and he will receive a pro-rated bonus for 2009 required, the performance of Prudential and the maximum (9/12ths) based on his length of service during the year. He award level for each role. There will be a compulsory deferral will receive no LTIP award in 2009. of 30 per cent of any bonus awarded for his CFO role and After leaving, the deferred share awards in connection with 50 per cent of any bonus awarded for his CEO role. the 2007 and 2008 bonus will be released in accordance with Tidjane Thiam will continue to receive a supplement for the scheme rules.The 2007 and 2008 LTIP awards under the pension purposes at 25 per cent of basic salary but will no Group Performance Share Plan (Group PSP) will vest at the longer receive a non pensionable car allowance of £10,000. end of the relevant three year performance period pro-rated All other benefits will remain unchanged. for service, 33/36ths and 21/36ths respectively. Vesting will remain dependent on performance achieved over the The shareholding requirement will be two times salary. performance periods to 31 December 2009 and 31 December 2010. Any shares which vest will be released at the same time Policy on external appointments as for all other participants in the Group PSP.
Subject to the Group Chief Executive’s approval, executive Tidjane Thiam directors are able to accept external appointments as non-Tidjane Thiam’s remuneration arrangements as Group Chief executive directors of other organisations. Any fees paid Executive from 1 October 2009 will be as follows: may be retained by the executive director.
Annual Incentive Non-executive directors’ letters of appointment
Plan from 2010 LTIP
1 October 2009 award
Annual Salary Non-executive directors do not have service contracts but from Maximum Maximum are appointed pursuant to letters of appointment with notice
Director 1 October 2009 % of salary % of salary
periods of six months without liability for compensation with Tidjane Thiam £875,000 180% 300% the exception of Harvey McGrath whose notice period is 12 months.
Date of initial appointment Commencement date Expiry date of by the Board of current term* current term
Sir Winfried Bischoff 2 August 2007 AGM 2008 AGM 2011 Keki Dadiseth 1 April 2005 AGM 2008 AGM 2011 Michael Garrett 1 September 2004 AGM 2008 AGM 2011 Ann Godbehere 2 August 2007 AGM 2008 AGM 2011 Bridget Macaskill 1 September 2003 AGM 2007 AGM 2010 Harvey McGrath† 1 September 2008 AGM 2009 AGM 2012 Kathleen O’Donovan 8 May 2003 AGM 2007 AGM 2010 James Ross 6 May 2004 AGM 2008 AGM 2011 Lord Turnbull 18 May 2006 AGM 2006 AGM 2009
*Under the terms of their letters of appointment, the non-executive directors serve for an initial term of three years following their election by shareholders at the Annual General Meeting after their appointment by the Board. Thereafter, the Board may invite the directors to serve for an additional period.
† Harvey McGrath became Chairman effective 1 January 2009.
114 Prudential plc Annual Report 2008
Non-executive directors’ remuneration Directors’ shareholdings
Non-executive directors are not eligible to participate in Shareholding guidelines annual incentive plans, long-term incentive plans or pension As a condition of serving, all executive and non-executive arrangements. Their fees are determined by the Board and directors are currently required to have beneficial ownership reflect their individual responsibilities including committee of 2,500 ordinary shares in the Company. This interest in membership as appropriate. The Board reviews the fees shares must be acquired within two months of appointment annually and the last change was made in 2008. to the Board if the director does not have such an interest upon appointment.
The annual fees which were paid in 2008 for non-executive directors’ board and committee membership are as follows: Non-executive directors also use a proportion of their fees to purchase additional shares in the Company on a quarterly basis.
To From
1 July 2008 1 July 2008 Executive directors should have a substantial shareholding
£ £
Basic fee 60,000 66,500 which should be built up over a period of five years. Shares Audit Committee Chairman earned and deferred under the annual incentive plan are – additional fee 40,000 50,000 included in calculating the executive director’s shareholding. Audit Committee member Until the guideline is met, at least half the shares released from – additional fee 15,000 20,000 long-term incentive awards after tax should be retained by the Remuneration Committee Chairman executive director.
– additional fee 22,500 22,500 Guideline Shareholding at
Remuneration Committee member Shareholding policy 18 March 2009 – after five years as a % of salary*
– additional fee 10,000 10,000
Clark Manning 1 x salary 83 Senior Independent Director † Michael McLintock 2 x salary 597 – additional fee 25,000 30,000
Nick Prettejohn 1 x salary 74 Directors’ Barry Stowe‡ 1 x salary 82 Currently the non-executive directors use the net value of Tidjane Thiam 1 x salary 131 remuneration
†
£25,000 of their total annual fees to purchase shares in the Mark Tucker 2 x salary 172 Company. Shares are purchased each quarter and are held report at least until retirement from the Board. *Based on the share price as at 31 December 2008 (£4.165) Annual Annual †With an interim target of 1 x salary after three years fee as at fee as at ‡Shareholdings for Barry Stowe include American Depositary Receipts
1 January 1 January
2008 2009 (ADRs). One ADR is equivalent to two Prudential plc shares.
(or on appointment if later)
£ £ Directors’ shareholdings
Sir Winfried Bischoff 60,000 66,500 The interests of directors in ordinary shares of the Company Keki Dadiseth 70,000 76,500 are set out below and include shares acquired under the Share Michael Garrett 70,000 76,500 Incentive Plan, the deferred annual incentive awards detailed Ann Godbehere 75,000 86,500 in
the table on ‘Other Share Awards’ on page 124, and interests Bridget Macaskill 82,500 89,000 in shares awarded on appointment.
Harvey McGrath* 500,000 n/a Kathleen O’Donovan 100,000 116,500 James Ross 95,000 106,500 Lord Turnbull 75,000 86,500
*Harvey McGrath was appointed Chairman from 1 January 2009 and will not be reported with the non-executive directors for 2009.
115
Directors’ remuneration report For year ending 31 December 2008 continued
The interests of directors in shares of the Company include The Directors’ Remuneration Report Regulations changes between 31 December 2008 and 18 March 2009. 2002 (the Regulations) All interests are beneficial.
The line graph below shows the Total Shareholder Return
1 Jan 2008* 31 Dec 2008 18 Mar 2009 (TSR) of the Company during the five years from 1 January Sir Winfried Bischoff 20,853 23,773 23,773 2004 to 31 December 2008 against the FTSE 100.
Sir David Clementi 48,555 53,058 53,058 This comparison was selected as Prudential is a major Keki Dadiseth 21,998 24,004 24,004 company in the FTSE 100.
Michael Garrett 22,079 26,731 26,731
Ann Godbehere 3,753 7,333 7,333 Prudential TSR v FTSE 100 total returns index %
Bridget Macaskill 16,922 19,842 19,842 Clark Manning 35,546 113,155 113,155 Harvey McGrath 386 292,888 292,888 Michael McLintock 355,732 458,650 458,650 200 Kathleen O’Donovan 14,346 17,059 17,059 180 Nick Prettejohn 64,118 114,904 114,904 James Ross 12,452 15,371 15,371 160 Barry Stowenote 2 66,678 108,433 108,433 140 Tidjane Thiam 5,000 205,067 205,067 Mark Tucker 316,360 402,215 402,215 120 Lord Turnbull 6,035 9,038 9,038 100
80
*Or date of appointment if later.
60
2003 2004 2005 2006 2007 2008 Notes
1 The shares in the table include shares purchased under the Prudential Prudential (TSR) FTSE 100 (TRI) Services Limited Share Incentive Plan together with Matching Shares (on a 1:4 basis) and accumulated dividend shares. The total number of shares will only be released if the employee remains in employment Total Shareholder Return over the performance period is the for three years. growth in value of a share plus the value of dividends paid,
2 Barry Stowe’s interests in shares are made up of 33,339 American assuming that the dividends are reinvested in the Company’s Depositary Receipts (representing 66,678 ordinary shares). 8,513.73 of the American Depositary Receipts are held within an investment shares on the day on which they were paid. account which secures premium financing for a life assurance policy. Note that the chart above compares Prudential’s TSR performance against the TSR performance of the FTSE 100 index over five years. The performance measure within the Group Performance Share Plan compares Prudential’s TSR performance against a group of insurers over three years.
116 Prudential plc Annual Report 2008
Directors’ remuneration for 2008
Value of Total anticipated Emoluments releases from 2007 LTIPs in respect Cash including cash of performance supplements Total supplements periods ending for pension† Emoluments for pension‡ 31 December§ Salary/Fees Bonus Benefits* purposes 2008 purposes 2008 £000
Chairman
Sir David Clementi note 1 538 43 134 715 676
Executive directors
Philip Broadley
(until 15 May 2008)note 2 236 118 22 64 440 1,366 655 Clark Manningnote 3 567 1,177 24 1,768 2,240 929 Michael McLintocknote 4 320 1,780 54 2,154 2,148 881 Nick Prettejohnnote 5 650 650 59 85 1,444 1,334 577 Barry Stowenotenotes 6, 7 550 337 182 138 1,207 1,265 –Tidjane Thiam (from 25 March 2008)notes 8, 9, 10 505 650 59 30 1,244 – –Mark Tucker 975 942 66 244 2,227 2,327 1,297 Total executive directors 3,803 5,654 466 561 10,484 10,710 4,339 Non-executive directors
Sir Winfried Bischoff
(from 2 August 2007) 63 63 25 Directors’ Keki Dadisethnote 11 73 73 81 remuneration Michael Garrett 73 73 66 Ann Godbehere 81 81 29 Bridget Macaskill 86 86 79 report Harvey McGrath (from 1 September 2008)note 12 167 167 –Roberto Mendoza (until 17 May 2007) – – 24 Kathleen O’Donovan 108 108 98 James Ross 101 101 98 Lord Turnbull 81 81 73
Total non-executive directors 833 833 573
Overall total 5,174 5,654 509 695 12,032 11,959 4,339
*Benefits include, where provided, cash allowances for cars, the use of a car and driver, medical insurance, security arrangements, expatriate benefits. †Pension supplements that are paid in cash are included in the table. The policy on pensions is described in the section on ‘Pensions policy’ on page 113.
The pension arrangements for current executive directors are described in the section on ‘Directors’ pensions and life assurance’ on page 126.
‡2007 figures include deferred share awards made from 2007 annual incentive plans which are detailed in the section ‘Other Share Awards’ on page 124.
§Value of anticipated LTIP releases is the total of cash paid plus, for shares released, the value of the released shares based on the share price at
31 December 2008. All executive directors participate in long-term incentive plans and the details of share releases from awards with a performance period ending 31 December 2008 are provided in the footnotes to the table on share awards on pages 120 to 123. Executive directors’ participation in all-employee plans are detailed on page 126.
Notes
1 David Clementi was Chairman until 31 December 2008 and remained an employee until 31 January 2009.
2 Philip Broadley resigned in 2007. In view of his flexibility in agreeing a leaving date after the 2008 Annual General Meeting and for his agreement to act as a consultant for six months post his date of leaving, he was provided with the following: •a total payment of £507,105 paid in two tranches in June and December 2008; •medical insurance and life assurance cover for six months after his leaving date; and •treatment as a ‘good leaver’ in respect of his outstanding share awards. The deferred share awards under his 2006 and 2007 annual incentive plans were released on his leaving. His outstanding long-term incentive awards will vest according to the rules of the plans in the same way as other recipients of awards, but pro-rated where appropriate for the time worked during the performance period.
All of these payments after June 2008 were subject to his continuing to be available for consultancy for six months after his leaving date and subject to his compliance with non-solicitation and confidentiality conditions.
117
Directors’ remuneration report For year ending 31 December 2008 continued
Notes continued
3 Clark Manning’s bonus figure excludes a contribution of US$13,800, from a profit sharing plan, which has been made into a 401K retirement plan. This is included in the table on pension contributions on page 127.
4 It is anticipated that for Michael McLintock a deferred share award from the 2008 annual bonus valued at £640,000 will be made. This is included in the 2008 bonus figure.
5 It is anticipated that for Nick Prettejohn a deferred share award from the 2008 annual bonus valued at £325,000 will be made. This is included in the 2008 bonus figure.
6 It is anticipated that for Barry Stowe a deferred share award from the 2008 annual bonus valued at £62,013 will be made. This is included in the 2008 bonus figure.
7 Barry Stowe’s benefits primarily relate to his expatriate status including costs of £91,829 related to housing, £34,113 for children’s education and £21,165 for home leave.
8 On appointment, Tidjane Thiam was provided with a guarantee that his 2008 bonus would not be less than 100 per cent of salary.
9 It is anticipated that for Tidjane Thiam a deferred share award from the 2008 annual bonus valued at £325,000 will be made. This is included in the 2008 bonus figure.
10 In addition to the 2008 bonus disclosed in the table above, Tidjane Thiam received a payment of £650,631 to compensate for the loss of 2007 bonus and in lieu of 2005 awards which were due to vest in March 2008.
11 Keki Dadiseth was paid allowances totalling £12,063 in 2008 in respect of his accommodation expenses in London whilst on the Company’s business, in lieu of reimbursing hotel costs as is the usual practice for directors who are not resident in the UK.
12 Harvey McGrath joined Prudential on 1 September 2008 and became Chairman on 1 January 2009.
Executive directors’ non-executive director earnings
Executive directors who are released to serve as non-executive directors of other external companies retain the earnings resulting from such duties. In 2008, Tidjane Thiam earned 27,000 euros and Michael McLintock earned £38,333 from external companies. Other directors served as non-executive directors on the boards of companies in the educational and cultural sectors without receiving a fee for those services.
Performance and remuneration for 2008
The following sections provide information on payments, outstanding conditional incentive awards and shares released in 2008 for each executive director.
Summary of remuneration provided for 2008
The values of rewards provided for the executive directors for performance in 2008, using Prudential’s share price at
31 December 2008 (£4.165), are summarised below. The values contain total annual bonus awards for 2008 performance including any deferrals into shares. The long-term plan releases are in respect of awards made in 2006. Tidjane Thiam and Barry Stowe did not have long-term awards for 2006.
Payments and share awards for 2008 Payments and share awards for 2008
Cash/shares % Remuneration elements £000 Mark Tucker Mark Tucker Tidjane Thiam Tidjane Thiam Clark Manning Clark Manning Michael McLintock Michael McLintock Nick Prettejohn Nick Prettejohn Barry Stowe Barry Stowe
0 20 40 60 80 100 % 0 1,000 2,000 3,000 £000
Cash Shares Salary 2008 bonus Values of 2006 LTIP release
Michael McLintock’s 2006 LTIP payout will be made in cash. Mark Tucker’s 2008 bonus was paid fully in cash.
118 Prudential plc Annual Report 2008
Annual Incentive Plans – Performance in 2008
The main business measures considered by the Remuneration Committee and incorporated into the 2008 annual incentive plans were IFRS profit, EEV profit and cash flow against each of which Prudential achieved strong results in 2008 despite the turbulence in the financial markets in the year.
For the 2008 annual bonus plans, the proportions of financial and individual performance for the executive directors were the same as for 2009, as set out in the section on ‘Performance measures in 2009 annual bonus plans’ on page 105.
For all the executive directors, individual strategic goals formed the objectives against which individual performance was assessed. These included each executive director’s contribution to the group strategy as a member of the plc Board and the specific goals related to their functional and/or business unit roles.
The bonuses awarded to the executive directors for 2008 reflect Group and, where applicable, their business unit’s performance against the targets confirmed by the Remuneration Committee in February 2008. These targets were considered demanding at that time being based on the 2008-10 business plan drawn up prior to the market deterioration which started at the end of 2007. These targets have not been amended. As the economic climate further deteriorated in 2008 the challenges presented particularly to the Asia and Jackson businesses have proved exceedingly demanding. We are fully satisfied that the bonuses awarded properly take account of the absolute performance achieved against the original targets set.
The 2008 financial results under the main business measures incorporated in the annual plans are set out below. The measures for Jackson were different and are identified later in this section:
Group UK Asia M&G notes 2,3 note 3 note 4 note 5
IFRS profit on continuing operations £1,347m £589m £347m £286m EEV profit on long-term business £2,906m £1,037m £1,309m –Net cash flow £54m (£80)m £5m –
A comparison with the 2007 results, using constant exchange rates, is set out in the following table. Directors’
% increase from 2007 result remuneration Group UK Asia M&G
IFRS profit on continuing operations 7 12 27 13 report EEV profit on long-term business 10 21 15 –
Change from 2007 result
Net cash flow £136m £62m (£32)m –
Notes
1 The 2008 and 2007 profit figures (based on reported actual exchange rates) were audited by KPMG. Net cashflow and the conversions at constant exchange rates are not audited.
2 2008 Group performance against the EEV profit and Cashflow in the executive directors’ annual incentive plans was very strong. Group IFRS profit was also at a level against the target set which resulted in a payment being triggered.
3 Under the UK annual plan, performance against all the measures was very strong. UK Net cash flow excludes the With-profits transfer of £279m.
4 Under the Asia annual plan, performance against IFRS and EEV versus the targets was strong but the Asia cash flow achieved did not result in a payment.
5 Michael McLintock’s annual bonus plan performance measures include, as well as IFRS profits, growth in third-party funds under management and comparative fund investment performance. Performance achieved against IFRS profits was good and hence triggered a payment for this measure and fund performance at 68th percentile was very strong.
As for all fund management firms, 2008 saw a fall in the value of funds under management because of the fall in the FTSE. However, M&G significantly increased market share which was a considerable achievement during such a period of economic turmoil.
Clark Manning’s annual plan included a cash flow measure which was not met. The Jackson senior management bonus pool in which Clark Manning participates depends on Jackson IFRS and EEV profits. The 2008 pool is some 35 per cent lower than the pool for 2007 reflecting IFRS and EEV results which are approximately 15 per cent lower than in 2007.
119
Directors’ remuneration report For year ending 31 December 2008 continued
2008 Annual Plan payments based on performance
The payments included in the Remuneration table on page 117 are summarised in the table below:
Maximum % of salary % of maximum as a % of salary
Philip Broadley* 50* 45* 110 Clark Manning† 208 n/a n/a Michael McLintock 556 n/a n/a Nick Prettejohn 100 91 110 Barry Stowe 61 56 110 Tidjane Thiam‡ 100 91 110 Mark Tucker 97 77 125
Notes
*Full year equivalent basis – Philip Broadley’s actual bonus and salary were pro-rated for service in 2008.
† Includes $1,448,900 from the Jackson bonus pool.
‡ Guaranteed bonus for 2008.
Directors’ outstanding long-term incentive awards
Share-based long-term incentive awards
The section below sets out the outstanding share awards under the Restricted Share Plan, the Group Performance Share Plan and the awards under additional long-term plans for the executive directors who run specific businesses.
Releases or rights Conditional Conditional Market (options) share share awards Conditional price at granted awards outstanding awards date of upon vesting outstanding
Year of at 1 Jan 2008 in 2008 original in 2008 Rights at 31 Dec 2008 Date of end of initial (Number (Number award (Number exercised (Number performance Plan name award of shares) of shares) (pence) of shares) in 2008 of shares) period
Philip Broadley
Restricted Share Plan 2005 182,983 683.00 114,365 114,365 –1 31 Dec 07 Group Performance Share Plan 2006 170,127 170,1272 31 Dec 08 Group Performance Share Plan 2007 147,559 147,559 31 Dec 09
500,669 114,365 114,365 317,686 Clark Manning
Restricted Share Plan 2005 163,352 683.00 102,095 102,095 –1 31 Dec 07 Group Performance Share Plan 2006 241,415 241,4152 31 Dec 08 Business Unit Performance Plan (share element) 2006 120,707 120,7073 31 Dec 08 Group Performance Share Plan 2007 191,140 191,140 31 Dec 09 Business Unit Performance Plan (share element) 2007 95,570 95,570 31 Dec 09 Group Performance Share Plan 2008 182,262 674.50 182,262 31 Dec 10 Business Unit Performance Plan (share element) 2008 91,131 674.50 91,131 31 Dec 10
812,184 273,393 102,095 102,095 922,225
120 Prudential plc Annual Report 2008
Releases or rights Conditional Conditional Market (options) share share awards Conditional price at granted awards outstanding awards date of upon vesting outstanding
Year of at 1 Jan 2008 in 2008 original in 2008 Rights at 31 Dec 2008 Date of end of initial (Number (Number award (Number exercised (Number performance Plan name award of shares) of shares) (pence) of shares) in 2008 of shares) period
Michael McLintock
Restricted Share Plan 2005 58,555 36,597 36,597 –1 31 Dec 07 Group Performance Share Plan 2006 64,199 64,1992 31 Dec 08 Group Performance Share Plan 2007 52,040 52,040 31 Dec 09 Group Performance Share Plan 2008 48,330 674.50 48,330 31 Dec 10
174,794 48,330 36,597 201,166 Nick Prettejohn
Group Performance
Share Plan 2006 149,964 149,9642 31 Dec 08 Business Unit Performance Plan (share element) 2006 74,982 74,9823 31 Dec 08 Group Performance Share Plan 2007 130,071 130,071 31 Dec 09 Business Unit
Performance Plan Directors’ (share element) 2007 65,035 65,035 31 Dec 09 remuneration Group Performance Share Plan 2008 127,622 674.50 127,622 31 Dec 10 Business Unit report Performance Plan (share element) 2008 63,811 674.50 63,611 31 Dec 10
420,052 191,433 611,485 Barry Stowe
Group Performance
Share Plan 2007 105,706 105,706 31 Dec 09 Business Unit Performance Plan (share element) 2007 52,853 52,853 31 Dec 09 Group Performance Share Plan 2008 107,988 107,988 31 Dec 10 Business Unit Performance Plan (share element) 2008 53,994 53,994 31 Dec 10
156,559 161,982 320,541 Tidjane Thiam
Group Performance
Share Plan 2008 314,147 674.50 314,1474 31 Dec 10
314,147 314,147 Mark Tucker
Restricted Share Plan 2005 356,817 683.00 223,011 223.0111 31 Dec 07 Group Performance Share Plan 2006 337,044 337,0442 31 Dec 08 Group Performance Share Plan 2007 295,067 295,067 31 Dec 09 Group Performance Share Plan 2008 294,512 674.50 294,512 31 Dec 10
988,928 294,512 223,011 1,149,634
121
Directors’ remuneration report For year ending 31 December 2008 continued
Cash rights granted under the Business Unit Performance Plan
Conditional Conditional awards Conditional Payments awards
Year of outstanding awards made outstanding Date of end of initial at 1 Jan 2008 in 2008 in 2008 at 31 Dec 2008 performance Plan name award £000 £000 £000 £000 period
Clark Manning
Business Unit Performance
Plan (Cash element) 2006 5773 5773 31 Dec 08 Business Unit Performance Plan (Cash element) 2007 624 624 31 Dec 09 Business Unit Performance Plan(Cash element) 2008 652 652 31 Dec 10
Nick Prettejohn
Business Unit Performance
Plan (Cash element) 2006 3743 3743 31 Dec 08 Business Unit Performance Plan (Cash element) 2007 400 400 31 Dec 09 Business Unit Performance Plan (Cash element) 2008 423 423 31 Dec 10
Barry Stowe
Business Unit Performance
Plan (Cash element) 2007 325 325 31 Dec 09 Business Unit Performance Plan (Cash element) 2008 358 358 31 Dec 10
Restricted Share Plan awards
For RSP awards in 2005, no rights were granted if the Company’s TSR performance as ranked against the comparator group (those companies remaining out of the FTSE 100 at the beginning of the performance period) was at the 50th percentile or below. The maximum grant is made only if the TSR ranking of the Company is 20th percentile or above. Between these points, the size of the grant made is calculated on a straight line sliding scale. In normal circumstances, directors may take up their right to receive shares at any time during the following seven years.
2008 Awards
The awards made under the Group Performance Share Plan and the Business Unit Performance Plan in respect of 2008 have a performance period from
1 January 2008 to 31 December 2010.
In determining the 2008 conditional share awards the shares were valued at the average share price for the 30 days immediately following the announcement of Prudential’s 2007 results, and the price used to determine the number of shares was 662.11 pence.
Group Performance Share Plan
Awards under the Group Performance Share Plan are described on page 111.
Business Unit Performance Plan
Awards under the 2008 Business Unit Performance Plan are described in the section on ‘2008 and 2009 Business Unit Performance Plan (BUPP) awards’ on page 105. The performance measures for awards for 2006 and 2007 were the same.
Notes
Performance levels under current awards at 31 December 2008:
Note Plan Award year Performance levels
1 Restricted Share Plan 2005 The ranking of the Company’s TSR at the end of the three-year performance period ending on 31 December 2007 was 30th out of the remaining 85 companies in the FTSE 100 (35th percentile) and as a result options over 62.5 per cent of the maximum number of shares in each award was made.
2 Group Performance Share Plan 2006 At 31 December 2008 Prudential’s TSR performance was 117 per cent of the TSR performance of the index. As a result, it is anticipated that awards over 92.4 per cent of the maximum number of shares will be earned, resulting in 311,428 shares for Mark Tucker, 157,197 shares for Philip Broadley, 223,067 shares for Clark Manning, 59,319 shares for Michael McLintock, and 138,566 shares for Nick Prettejohn.
3 Business Unit Performance 2006 At 31 December 2008 Shareholder Capital Value performance under the 2006 BUPPs Share Plans was as follows: % growth Anticipated SCV payout Jackson 6.1 nil UK 1.2 nil
4 Tidjane Thiam For 2008 as part of the terms of appointment, a double award under the Group Performance Share Plan of 320 per cent of salary was made to Tidjane Thiam.
122 Prudential plc Annual Report 2008
Rights which were exercised from options granted from 2005 Restricted Share Plan awards during 2008 are set out in the following table: Rights Rights RSP granted exercised Rights Market rights during during outstanding price on
Year of outstanding 2008 2008 at 31 Dec Price Exercise date of Earliest Latest option at 1 Jan (Number (Number 2008 paid for price exercise exercise exercise grant 2008 of shares) of shares) (pence) award (pence) (pence) date date Philip Broadley 2008 – 114,365 114,365 – – Nil 539.5 17 April 2008 04 April 2015 Clark Manning 2008 – 102,095 102,095 – – Nil 647.5 17 April 2008 04 April 2015 Michael McLintock 2008 – 36,597 36,597 – – Nil 377.0 17 April 2008 04 April 2015
Business-specific cash-based long-term incentive plans
Details of all outstanding awards under cash-based long-term incentive plans up to and including 2008 are set out in the table below. The performance period for all awards is three years.
Face value Face value of conditional of conditional awards Conditionally Payments awards Date of Year of outstanding awarded made outstanding end of initial at 1 Jan 2008 in 2008 in 2008 at 31 Dec 2008 performance award £000 £000 £000 £000 period
Clark Manning
Business Cash LTIP 2005 1,400 2,385 – 31 Dec 07
Michael McLintock
Phantom M&G options 2001 368 846 – 31 Dec 03 Phantom M&G options 2002 368 1,306 – 31 Dec 04
Phantom M&G options 2003 368 850 – 31 Dec 05 Directors’
31 06 Phantom M&G options 2004 368 780 – Dec remuneration Phantom M&G options 2005 368 368 31 Dec 07 Phantom M&G shares 2005 225 527 – 31 Dec 07 Phantom M&G options 2006 368 368 31 Dec 08 report Phantom M&G shares 2006 225 225 31 Dec 08 Phantom M&G shares 2007 1,333 1,333 31 Dec 09 M&G Executive LTIP 2008 1,141 1,141 31 Dec 10
Total cash payments made in 2008 6,694
Clark Manning
In 2005 Clark Manning participated in a cash-based long-term plan that rewards the growth in appraisal value of Jackson. The award payout equals an initial award value adjusted by the change in the Prudential plc share price over the performance period. In order for any award to be made under the 2005 plan, the growth rate over the performance period must be greater or equal to eight per cent compound growth per annum. At this level of performance, the initial award value is US$864,240. If the on-target performance level of 11.5 per cent per annum compound is achieved the initial award value is doubled. If the annual growth rate is at least 17.5 per cent, the payout increases to a maximum of three times the initial award value. For performance between these points, payouts are on a straight line sliding scale.
For the 2005 award the results led to a payment of US$4,416,308. The face values of the awards for Clark Manning have been converted at the average exchange rate for 2008 which was US$1.8518 = £1 (2007: US$2.0015 = £1).
Michael McLintock
Michael McLintock’s 2005 and 2006 cash long-term incentive awards were under the M&G Chief Executive Long-Term Incentive Plan that provides a cash reward through phantom M&G share awards and options. For these awards, the phantom share price at the beginning of the performance period was £1. The change in the phantom share price equals the change in M&G profit, modified up or down by the investment performance of M&G, over the performance period. For each year the face value of the share award was £225,000 and the phantom option award had a face value of £367,800. Provided the
phantom share options have value, they may be exercised in part or in full during annual exercise periods after three to seven years from the start of the performance period.
For the 2005 award the phantom share price at the end of the performance period was £2.34. This resulted in a payment from the phantom share award of £526,500 and a phantom option award of 367,800 units. Michael McLintock did not exercise any of these options. For the 2006 award, the phantom share price at the end of the performance period was £1.69. This will result in a payment of £380,250 from the share element of the award.
Under the rules of Michael McLintock’s 2001 phantom option award, a payment of £845,940 was made at the end of the seven year exercise period. An award under the share element of the M&G Chief Executive Long-Term Incentive Plan with a face value of £1,333,000 was made in 2007. Following consultations with shareholders an award with a face value of £1,141,176 was made in 2008 under the M&G Executive Long-Term Incentive Plan, approved by shareholders at the AGM in 2008.
123
Directors’ remuneration report For year ending 31 December 2008 continued
Other share awards
The table below sets out the share awards that have been made to executive directors under their appointment terms and those deferred from annual incentive plan payouts. The values of the deferred share awards are included in the bonus and total figures in the Directors’ remuneration table on page 117. The number of shares is calculated using the average share price over the three business days commencing on the day of the announcement of the Group’s annual financial results for the relevant year. For the awards from the 2007 annual incentives, made in 2008, the average share price was 618.50 pence.
Conditional Conditional share share awards out- Cond- Scrip awards out- Market Market standing itionally dividends Shares standing Shares price at price at at 1 Jan awarded accumu- released at 31 Dec Date of released original date of Year of 2008 in 2008 lated in 2008 2008 end of in 2008 date of vesting or initial (Number (Number (Number (Number (Number restricted (Number Date of award release grant of shares) of shares) of shares) of shares) of shares) period of shares) release (pence) (pence)
Philip Broadley
Deferred 2005 annual incentive awardnote 1 2006 32,743 606 33,349 –1,2 31 Dec 08 33,349 21 Aug 08 715.5 506.5
Deferred 2006 annual incentive awardnote 1 2007 31,868 590 32,452 –1,2 31 Dec 09 32,458 21 Aug 08 723 506.5 Clark Manning
Deferred 2006 annual incentive awardnote 1 2007 9,324 276 9,6001,3 31 Dec 09 Deferred 2007 annual incentive awardnote 1 2008 16,514 489 17,0031 31 Dec 10
Michael McLintock
Deferred 2005 annual incentive awardnote 1 2006 86,874 2,580 89,454 1 31 Dec 08 89,454 31 Dec 08 715.5 416.5
Deferred 2006 annual incentive awardnote 1 2007 83,450 2,479 85,9291,4 31 Dec 09 Deferred 2007 annual incentive awardnote 1 2008 103,811 3,084 106,895 31 Dec 10 Nick Prettejohn
Awards under appointment termsnote8 2006 5,500 5,500 31 Oct 08 5,500 31 Oct 08 627.5 315 Deferred 2006 annual incentive awardnote 1 2007 12,128 359 12,487 31 Dec 09 Deferred 2007 annual incentive awardnote 1 2008 49,898 1,482 51,3801,5 31 Dec 10
Barry Stowe
Awards under appointment termsnote 9 2006 7,088 7,088 01 May 08 7,088 01 May 08 702 697 7,088 7,088 01 May 09 28,706 28,706 01 Sept 09 7,088 7,088 01 Jan 10 2,110 2,110 01 May 10 Deferred 2007 annual incentive awardnote 1 2008 40,551 1,204 41,7551,6 31 Dec 10
124 Prudential plc Annual Report 2008
Conditional Conditional share share awards out- Cond- Scrip awards out- Market Market standing itionally dividends Shares standing Shares price at price at at 1 Jan awarded accumu- released at 31 Dec Date of released original date of Year of 2008 in 2008 lated in 2008 2008 end of in 2008 date of vesting or initial (Number (Number (Number (Number (Number restricted (Number Date of award release grant of shares) of shares) of shares) of shares) of shares) period of shares) release (pence) (pence)
Tidjane Thiam
Awards under appointment termsnote 10 2008 16,336 16,336 31 Mar 09
41,148 41,148 31 Mar 09 48,362 48,362 31 Mar 10 41,135 41,135 31 Mar 10 49,131 49,131 31 Mar 11 Mark Tucker
Deferred 2005 annual incentive award 2006 38,125 1,132 39,257 1 31 Dec 08 39,257 31 Dec 08 715.5 416.5
Deferred 2006 annual incentive awardnote 1 2007 74, 088 2,200 76,2881,7 31 Dec 09 Deferred 2007 annual incentive awardnote 1 2008 73,576 2,185 75,7611,7 31 Dec 10 Directors’ Notes
1 Under the annual bonus plans, the element of bonus for performance above specified levels are made in the form of a share award deferred for three remuneration years. The value of the 2007 deferred share award is included in the total 2007 figure in the Directors’ remuneration table on page 117.
2 Under the terms agreed on his leaving the company, the outstanding deferred awards to Philip Broadley have been released to him.
3 In 2008, a deferred share award from his 2007 annual bonus valued at $200,000 was made to Clark Manning. This is included in the 2007 total in the report Directors’ remuneration table on page 117. The exchange rate used was US$2.0015 = £1.
4 In 2008, a deferred share award from his 2007 annual bonus valued at £640,000 was made to Michael McLintock. This is included in the 2007 total in the Directors’ remuneration table on page 117.
5 In 2008, a deferred share award from his 2007 annual bonus valued at £307,625 was made to Nick Prettejohn. This is included in the 2007 total in the Directors’ remuneration table on page 117.
6 In 2008, a deferred share award from his 2007 annual bonus valued at £250,000 was made to Barry Stowe. This is included in the 2007 total in the Directors’ remuneration table on page 117.
7 In 2008, a deferred share award from his 2007 annual bonus valued at £453,600 was made to Mark Tucker. This is included in the 2007 total in the Directors’ remuneration table on page 117.
8 In order to secure the appointment of Nick Prettejohn, he was awarded rights to Prudential plc shares that vest as set out in the table. In normal circumstances, releases are conditional on Nick Prettejohn being employed by Prudential at the date of vesting. If there is a change of control of Prudential he may be entitled to retain any unvested awards.
9 In order to secure the appointment of Barry Stowe and to compensate him for the loss of substantial amounts of outstanding long-term remuneration, he was awarded rights to Prudential plc American Depositary Receipts, which vest as set out in the table. The figures in the table are the equivalent number of Prudential plc shares (one American Depositary Receipt equals two Prudential plc shares). In normal circumstances, releases are conditional on Barry Stowe being employed by Prudential at the date of vesting. If there is a change of control of Prudential he may be entitled to retain any unvested awards.
10 In order to secure the appointment of Tidjane Thiam, the following awards were made
• to compensate for the loss of 2007 bonus an award of 49,131 shares with a value of £325,000 vesting on 31 March 2011; and
• In order to compensate for the loss of outstanding deferred share awards under annual incentive plans and long-term awards with his previous employer he was granted restricted share awards, in lieu of his 2006 and 2007 awards, without performance measures which will vest in March 2009 and 2010, respectively.
These awards were valued taking the relative share prices of his previous employer on the day prior to his last working day and the Company on his first working day.
125
Directors’ remuneration report For year ending 31 December 2008 continued
Outstanding share options
Options outstanding under the Savings-Related Share Option (SAYE) Scheme are set out below. The SAYE is open to all UK and certain overseas employees. Options under this scheme up to HM Revenue and Customs (HMRC) limits are granted at a 20 per cent discount and cannot normally be exercised until a minimum of three years has elapsed. No payment has been made for the grant of any options. The price to be paid for exercise of these options is shown in the table below. No variations to any outstanding options have been made.
Exercise price Options Market Options Market adjusted out- price on out- price at Original for 2004
Year of standing exercise Options Options standing 31 Dec exercise Rights Earliest Latest initial at 1 Jan Exercised date forfeit granted at 31 Dec 2008 price Issue exercise exercise grant 2008 in 2008 (pence) in 2008 in 2008 2008 (pence) (pence) (pence) date date
Michael McLintock 2003 6,153 6,153 517.5 – 416.5 280 266 01 Jun 08 30 Nov 08 Nick Prettejohn 2006 661 661 416.5 565 n/a 01 Jun 09 30 Nov 09 Tijane Thiam 2008 1,705 1,705 416.5 551 n/a 01 Jun 11 30 Nov 11 Mark Tucker 2005 2,297 2,297 416.5 407 n/a 01 Dec 08 31 May 09
Notes
1 Gains of £15,420 were made by directors in 2008 on the exercise of share options. (2007: £11,339).
2 No price was paid for the award of any option.
3 The highest and lowest share prices during 2008 were 726 pence and 245 pence respectively.
Dilution
Prudential currently meets its obligations under its share plans by funding an employee trust which acquires shares on the open market either at the time of grant or by maintaining sufficient shares in the trust to meet the requirements as awards vest. Shares relating to options granted under all-employee share plans are satisfied by new issue shares. The combined dilution from all outstanding options at 31 December 2008 was 0.02 per cent of the total share capital at the time.
Directors’ pensions and life assurance
The pensions policy is set out on page 112. Prudential’s current practice in respect of pension arrangements for the current executive directors is set out below.
Philip Broadley participated in a non-contributory scheme that provided a pension of 1/60th of Final Pensionable Earnings for each year of service on retirement at age 60.
Philip Broadley was entitled to supplements based on the portion of his basic salary not covered for pension benefits under a HMRC approved scheme. He was also provided with life assurance cover of four times salary.
Michael McLintock participates in a contributory scheme that provides a target pension of 2/3rds of Final Pensionable Earnings on retirement at age 60 for an employee with 30 years or more potential service, for which his contribution is four per cent of basic salary. In both cases Final Pensionable Earnings are capped by a notional scheme earnings cap which replicates the HMRC earnings cap in force before A-Day (6 April 2006).
Michael McLintock is entitled to supplements based on the portion of his basic salary not covered for pension benefits under a HMRC approved scheme. He is also provided with life assurance cover of four times salary.
Nick Prettejohn and Tidjane Thiam are entitled to a total salary supplement of 25 per cent of basic salary. They have both opted to become members of the staff defined contribution pension plan, which provides death in service benefits including life assurance of four times salary. The company contributions to the pension plan are included in the supplement.
Mark Tucker is paid a salary supplement of 25 per cent of his salary. He is also provided with life assurance cover of four times salary. He is not a member of a company pension plan.
Clark Manning participates in a US tax-qualified defined contribution plan (a 401K plan). He is also provided with life assurance cover of two times salary.
Barry Stowe is paid a salary supplement of 25 per cent of his salary. He is also provided with life assurance cover of four times salary.
Where supplements for pension purposes are paid in cash, the amounts are included in the Directors’ remuneration table on page 117.
126 Prudential plc Annual Report 2008
Details of directors’ pension entitlements under HMRC approved defined benefit schemes and supplements that are in the form of contributions to pension arrangements paid by the Company are set out in the following table:
Additional pension Transfer value of accrued earned during year benefit at 31 Dec ended 31 Dec 2008 note 3
Amount of
Ignoring Allowing (B-A) less Contributions Years of inflation for inflation contributions to pension pensionable Accrued on pension on pension made by and life Age at service at benefit at earned to earned to directors assurance
31 Dec 2008 31 Dec 2008 31 Dec 2008 31 Dec 2007 31 Dec 2007 2008 B 2007 A during 2008 arrangements note 1 note 2 note 4 £000 £000 £000 £000 £000 £000 £000
Sir David Clementi 59 – 18
Philip Broadley* 47 8 16 2 2 147 135 12 –
Clark Manning 50 – 14
Michael McLintock 47 16 43 4 4 426 435 (22) 94
Nick Prettejohn 48 – 78 Barry Stowe 51 – 4 Tidjane Thiam 46 96 Mark Tucker 51 – 14
*Philip Broadley left on 31 May 2008 and all transfer information provided is for that date.
Notes
1 As required by Stock Exchange Listing rules.
2 As required by the Companies Act remuneration regulations.
3 The transfer value equivalent has been calculated in accordance with Actuarial Guidance Note GN11.
4 Supplements in the form of cash are included in the Directors’ remuneration table on page 117. Directors’ remuneration
No enhancements to the retirement benefits paid to or receivable by directors or former directors other than the discretionary pension increases awarded to all pensioners have been made during the year.
Total contributions to directors’ pension arrangements including cash supplements for pension purposes were £1,027,267 report (2007: £1,163,687) of which £268,668 (2007: £166,557) related to money purchase schemes.
Signed on behalf of the Board of directors
Bridget Macaskill Harvey McGrath
Chairman, Remuneration Committee Chairman
18 March 2009 18 March 2009
127
Summary of statutory and supplementary IFRS and EEV basis results Year ended 31 December 2008
The following tables and referenced disclosure notes show the results reported in the statutory financial statements on pages 131 to 315 and supplementary EEV basis results on pages 318 to 356. This page does not form part of the statutory financial statements.
International Financial Reporting Standards (IFRS) basis results
Statutory IFRS basis results
Primary statement or note reference Page 2008 2007*
(Loss) profit after tax attributable to equity holders of the Company IFRS income statement 131 £(396)m £947m Basic (loss) earnings per share IFRS income statement 131 (16.0)p 38.7p Dividends per share declared and paid in reporting period IFRS note B3 162 18.29p 17.42p Shareholders’ equity, excluding minority interests IFRS balance sheet 135 £5,058m £6,062m
Supplementary IFRS basis information
Primary statement or note reference Page 2008 2007*
Operating profit from continuing operations based on longer-term investment returns 157 £1,347m £1,201m Short-term fluctuations in investment returns IFRS note B1 157 £(1,783)m £(137)m Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes 157 £(14)m £(1)m (Loss) profit from continuing operations before tax attributable IFRS income statement to shareholders (including actual investment returns) IFRS note B1 131, 157 £(450)m £1,063m Operating earnings per share from continuing operations after related tax and minority interests IFRS note B2 161 42.5p 33.3p Dividends per share in respect of the reporting period (including interim dividend of 5.99p (2007: 5.70p) and final dividend of 12.91p (2007: 12.30p) declared after the end of the reporting period) IFRS note B3 162 18.90p 18.00p
Supplementary European Embedded Value (EEV) basis results
Primary statement or note reference Page 2008 2007*
Operating profit from continuing operations based on longer-term investment returns 319 £2,961m £2,530m Short-term fluctuations in investment returns 319 £(5,127)m £174m Mark to market value movements on core borrowings EEV income 319 £656m £223m Shareholders’ share of actuarial and other gains and losses on statement defined benefit pension schemes 319 £(15)m £(5)m Effect of changes in economic assumptions and time value of cost of options and guarantees 319 £(581)m £748m (Loss) profit before tax from continuing operations 319 £(2,106)m £3,670m Operating earnings per share from continuing operations after related tax and minority interests EEV note 14 343 88.6p 74.5p Basic (loss) earnings per share EEV earnings per share 319 (54.1)p 121.2p Shareholders’ equity, excluding minority interests EEV balance sheet 321 £15.0bn £14.6bn
*The Company has adopted the principles of IFRIC 14 in accounting for pension schemes in the current year, giving rise to consequential changes to the comparative results for 2007 (see note I1 to the Group financial statements and note 20 to the EEV basis supplementary information).
Notes
IFRS basis results The preparation of statutory IFRS basis results and supplementary IFRS basis information is consistent with that applied for the 2007 results and financial statements, except for the effect of the adoption of IFRIC 14 for pension schemes.
EEV basis results The EEV basis results are extracted from supplementary information and are not results that form part of the Group’s financial statements. Supplementary information The results shown above distinguish ‘operating profits based on longer-term investment returns’ from ‘profits before tax’. The reconciling items are presented in accordance with the Group’s policy as described in the Group’s financial statements and supplementary information. Items excluded from operating profit based on longer-term investment returns represent primarily the effects of altered investment market conditions (short-term fluctuations) and actuarial and other gains and losses on defined benefit pension schemes. For EEV, the operating profit based on longer-term investment returns figure also excludes the mark to market value movements on core borrowings, the effect of changes in economic assumptions and the time value of the cost of options and guarantees.
128 Prudential plc Annual Report 2008
Financial statements and European Embedded Value (EEV) basis supplementary information
130 Index to Group financial statements
Financial statements 131 Consolidated income statement Financial statements 132 Consolidated statement of changes in equity 134 Consolidated balance sheet 136 Consolidated cash flow statement 137 Notes on the Group financial statements 306 Balance sheet of the parent company 307 Notes on the parent company financial statements 316 Statement of directors’ responsibilities in respect of the Annual Report and the financial statements 317 Independent auditor’s report to the members of Prudential plc 318 EEV basis supplementary information 322 Notes on the EEV basis supplementary information 357 Statement of directors’ responsibilities in respect of the EEV basis supplementary information 358 Independent auditor’s report to Prudential plc on the EEV basis supplementary information
129
Index to Group financial statements
Primary statements Section H: Other information on balance sheet items
263 H1: Intangible assets attributable to shareholders 131 Consolidated income statement 266 H2: Intangible assets attributable to with-profits funds 132 Consolidated statement of changes in equity 267 H3: Reinsurers’ share of insurance contract liabilities 134 Consolidated balance sheet 268 H4: Tax assets and liabilities 136 Consolidated cash flow statement 269 H5: Accrued investment income and other debtors 270 H6: Property, plant and equipment
Notes on the Group financial statements 271 H7: Investment properties
273 H8: Investments in associates and joint ventures
Section A: Background and accounting policies 275 H9: Assets held for sale
137 A1: Nature of operations 275 H10: Cash and cash equivalents
137 A2: Basis of preparation 275 H11: Shareholders’ equity: Share capital, share premium 137 A3: Critical accounting policies, estimates and judgements and reserves 144 A4: Significant accounting policies 277 H12: Insurance contract liabilities and unallocated surplus 154 A5: New accounting pronouncements of with-profits funds 278 H13: Borrowings Section B: Summary of results 280 H14: Provisions and contingencies 157 B1: Supplementary analysis of profit from continuing 284 H15: Other liabilities operations before tax attributable to shareholders 161 B2: Earnings per share Section I: Other notes 162 B3: Dividends 285 I1: Staff and pension plans 163 B4: Exchange translation 297 I2: Share-based payments 163 B5: New business 300 I3: Key management remuneration 166 B6: Group balance sheet 301 I4: Fees payable to auditor 301 I5: Related party transactions
Section C: Group risk management 301 I6: Subsidiary undertakings 177 C: Group risk management 303 I7: Commitments 304 I8: Cash flows
Section D: Life assurance businesses 304 I9: Discontinued banking operations 181 D1: Group overview 305 I10:Post balance sheet events 189 D2: UK insurance operations 205 D3: US insurance operations Parent company 222 D4: Asian insurance operations 231 D5: Capital position statement for life assurance businesses 306 Balance sheet of the parent company
307 Notes on the parent company financial statements
Section E: Asset management
(including US broker dealer) and other operations
316 Statement of directors’ responsibilities in respect of the 240 E1: Income statement for asset management operations Annual Report and the financial statements 241 E2: Balance sheet for asset management operations
317 Independent auditor’s report to the members of Prudential plc 243 E3: Regulatory capital positions 243 E4: Sensitivity of profit and equity to market and other
European Embedded Value (EEV) basis financial risk supplementary information
243 E5: Other operations
318 Operating profit from continuing operations based on
Section F: Income statement notes longer-term investment returns 244 F1: Segmental information
319 Summarised consolidated income statement – EEV basis 245 F2: Revenue 319 Earnings per share – EEV basis 246 F3: Acquisition costs and other operating expenditure 319 Dividends per share 246 F4: Finance costs: Interest on core structural borrowings 320 Movement in shareholders’ equity (excluding minority of shareholder-financed operations interests) – EEV basis 246 F5: Tax 321 Summarised consolidated balance sheet – EEV basis 322 Notes on the EEV basis supplementary information
Section G: Financial assets and liabilities
357 Statement of directors’ responsibilities in respect of the European 252 G1: Financial instruments – designation and fair values Embedded Value (EEV) basis supplementary information 256 G2: Market risk 358 Independent auditor’s report to Prudential plc on the European 259 G3: Derivatives and hedging Embedded Value (EEV) basis supplementary information 261 G4: Derecognition and collateral 262 G5: Impairment of financial assets
130 Prudential plc Annual Report 2008
Consolidated income statement Year ended 31 December 2008
Note 2008 £m 2007* £m
Gross premiums earned 18,993 18,359 Outward reinsurance premiums (204) (171) Earned premiums, net of reinsurance F2 18,789 18,188 Investment return F2 (30,202) 12,225 Other income F2 1,146 2,457 Total revenue, net of reinsurance F1,F2 (10,267) 32,870 Benefits and claims 4,620 (26,224) Outward reinsurers’ share of benefits and claims 389 (20) Movement in unallocated surplus of with-profits funds H12 5,815 (541) Benefits and claims and movements in unallocated surplus of with-profits funds, net of reinsurance 10,824 (26,785) Acquisition costs and other operating expenditure F3 (2,459) (4,859) Finance costs: interest on core structural borrowings of shareholder-financed operations F4 (172) (168) Total charges, net of reinsurance F1 8,193 (31,812) (Loss) profit before tax (being tax attributable to shareholders’ and policyholders’ returns)† (2,074) 1,058 Tax credit attributable to policyholders’ returns 1,624 5 (Loss) profit before tax attributable to shareholders B1 (450) 1,063 Tax credit (charge) F5 1,683 (349) Less: tax credit attributable to policyholders’ returns (1,624) (5) Tax credit (charge) attributable to shareholders’ profits F5 59 (354) (Loss) profit from continuing operations after tax (391) 709 Discontinued operations (net of tax) I9 – 241 (Loss) profit for the year (391) 950
Attributable to:
Equity holders of the Company (396) 947 Minority interests 5 3
(Loss) profit for the year (391) 950 Financial Earnings per share (in pence) statements
Basic (based on 2,472m and 2,445m shares respectively):
Based on (loss) profit from continuing operations attributable to the equity holders of the Company (16.0)p 28.8p Based on profit from discontinued operations attributable to the equity holders of the Company – 9.9p
(16.0)p 38.7p Diluted (based on 2,473m and 2,448m shares respectively): Based on (loss) profit from continuing operations attributable to the equity holders of the Company (16.0)p 28.8p Based on profit from discontinued operations attributable to the equity holders of the Company – 9.8p
(16.0)p 38.6p
*The Company has adopted the principles of IFRIC 14 in accounting for pension schemes. The adoption gives rise to consequential changes to the comparative results for 2007. Note I1 explains the effect of the change.
†This measure is the formal (loss) profit before tax measure under IFRS but is not the result attributable to shareholders. Primary statements
131
Consolidated statement of changes in equity Year ended 31 December 2008
2008 £m Available-
Trans- for-sale Share-
Share Share Retained lation securities holders’ Minority Total Note capital premium earnings reserve reserve equity interests equity
Reserves
Loss for the year (396) (396) 5 (391)
Items recognised directly in equity:
Exchange movements B4 631 631 631 Unrealised valuation movements on securities of US insurance operations classified as available-for-sale: D3(a) Unrealised holding losses arising during the year (3,197) (3,197) (3,197) Less net losses included in the income statement on disposal and impairment 487 487 487 (2,710) (2,710) (2,710)
Related change in amortisation of deferred income and acquisition costs H1 1,070 1,070 1,070
Related tax 119 569 688 688
Total items of income and expense recognised directly in equity 750 (1,071) (321) (321) Total income and expense for the year (396) 750 (1,071) (717) 5 (712)
Dividends B3 (453) (453) (2) (455)
Reserve movements in respect of share-based payments 18 18 18 Change in minority interests arising principally from purchase and sale of property partnerships of the PAC with-profits fund and of other consolidated investment funds (50) (50)
Share capital and share premium
New share capital subscribed H11 2 168 170 170 Transfer to retained earnings in respect of shares issued in lieu of cash dividends H11 (156) 156
Treasury shares
Movement in own shares in respect of share-based payment plans 3 3 3 Movement in Prudential plc shares purchased by unit trusts consolidated under IFRS (25) (25) (25)
Net increase (decrease) in equity 2 12 (697) 750 (1,071) (1,004) (47) (1,051)
At beginning of year:
As previously reported 123 1,828 4,440 (112) (78) 6,201 102 6,303
Effect of adoption of principles of IFRIC 14 for accounting for pension schemes I1 (139) (139) (139)
After adoption of IFRIC 14 123 1,828 4,301 (112) (78) 6,062 102 6,164 At end of year H11 125 1,840 3,604 638 (1,149) 5,058 55 5,113
132 Prudential plc Annual Report 2008
2007 £m Available-
Trans- for-sale Share-
Share Share Retained lation securities Hedging holders’ Minority Total Note capital premium earnings reserve reserve reserve equity interests equity
Reserves
Profit for the year 947 947 3 950 Items recognised directly in equity: Exchange movements B4 11 11 11 Movement on cash flow hedges (3) (3) (3) Unrealised valuation movements on securities classified as available-for-sale of discontinued banking operations (2) (2) (2) Unrealised valuation movements on securities of US insurance operations classified as available-for-sale: D3(a) Unrealised holding losses arising during the year (231) (231) (231) Less net gains included in the income statement on disposal and impairment (13) (13) (13) (244) (244) (244) Related change in amortisation of deferred income and acquisition costs H1 88 88 88 Related tax 2 53 1 56 56 Total items of income and expense recognised directly in equity 13 (105) (2) (94) (94) Total income and expense for the year 947 13 (105) (2) 853 3 856 Dividends B3 (426) (426) (5) (431) Reserve movements in respect of share-based payments 18 18 18
Change in minority interests arising Financial principally from purchase and sale of statements venture investment companies and property partnerships of the PAC with-profits fund and of other consolidated investment funds (28) (28)
Share capital and share premium
New share capital subscribed H11 1 181 182 182 Transfer to retained earnings in respect of shares issued in lieu of cash dividends H11 (175) 175
Treasury shares
Movement in own shares in respect of share-based payment plans 7 7 7 Movement in Prudential plc shares purchased by unit trusts consolidated under IFRS 4 4 4 Primary Net increase (decrease) in equity 1 6 725 13 (105) (2) 638 (30) 608 At beginning of year: As previously reported 122 1,822 3,640 (125) 27 2 5,488 132 5,620 Effect of adoption of principles of statements IFRIC 14 for accounting for pension schemes I1 (64) (64) (64) After adoption of IFRIC 14 122 1,822 3,576 (125) 27 2 5,424 132 5,556 At end of year H11 123 1,828 4,301 (112) (78) 0 6,062 102 6,164
133
Consolidated balance sheet
31 December 2008
Assets
Note 2008 £m 2007* £m
Intangible assets attributable to shareholders:
Goodwill H1(a) 1,341 1,341 Deferred acquisition costs and other intangible assets H1(b) 5,349 2,836 Total 6,690 4,177 Intangible assets attributable to with-profits funds: In respect of acquired subsidiaries for venture fund and other investment purposes H2(a) 174 192 Deferred acquisition costs and other intangible assets H2(b) 126 19 Total 300 211 Total 6,990 4,388 Other non-investment and non-cash assets: Property, plant and equipment H6 635 1,012 Reinsurers’ share of insurance contract liabilities H3 1,240 783 Deferred tax assets H4 2,886 951 Current tax recoverable H4 657 285 Accrued investment income G1,H5 2,513 2,023 Other debtors G1,H5 1,232 909 Total 9,163 5,963 Investments of long-term business and other operations: Investment properties H7 11,992 13,688 Investments accounted for using the equity method H8 10 12 Financial investments: G1 Loans 10,491 7,924 Equity securities and portfolio holdings in unit trusts 62,122 86,157 Debt securities 95,224 83,984 Other investments 6,301 4,396 Deposits 7,294 7,889 Total 193,434 204,050 Held for sale assets H9 – 30 Cash and cash equivalents G1,H10 5,955 4,951
Total assets B6 215,542 219,382
134 Prudential plc Annual Report 2008
Equity and liabilities
Note 2008 £m 2007* £m
Equity
Shareholders’ equity H11 5,058 6,062 Minority interests 55 102 Total equity 5,113 6,164
Liabilities
Policyholder liabilities and unallocated surplus of with-profits funds:
Insurance contract liabilities H12 136,030 132,776 Investment contract liabilities with discretionary participation features G1 23,446 29,550 Investment contract liabilities without discretionary participation features G1 14,501 14,032 Unallocated surplus of with-profits funds H12 8,414 13,959 Total 182,391 190,317 Core structural borrowings of shareholder-financed operations: Subordinated debt H13 1,987 1,570 Other H13 971 922 Total G1,H13 2,958 2,492 Other borrowings: Operational borrowings attributable to shareholder-financed operations G1,H13 1,977 3,081 Borrowings attributable to with-profits funds G1,H13 1,308 987 Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements G1 5,572 4,081 Net asset value attributable to unit holders of consolidated unit trusts and similar funds G1 3,843 3,556 Current tax liabilities H4 842 1,237 Deferred tax liabilities H4 3,229 3,402 Accruals and deferred income 630 599 Other creditors G1 1,496 1,020 Provisions H14 461 575 Derivative liabilities G1,G3 4,832 1,080 Other liabilities G1,H15 890 791
Total 21,795 16,341 Financial Total liabilities B6 210,429 213,218 statements
Total equity and liabilities 215,542 219,382
*The Company has adopted the principles of IFRIC 14 for pension schemes, giving rise to consequential changes to the comparative results and balances of 2007. Note I1 explains the effect of the change.
The consolidated financial statements on pages 131 to 305 were approved by the Board of directors on 18 March 2009.
Harvey McGrath Mark Tucker Tidjane Thiam
Chairman Group Chief Executive Chief Financial Officer Primary statements
135
Consolidated cash flow statement Year ended 31 December 2008
Note 2008 £m 2007* £m
Cash flows from operating activities
(Loss) profit before tax from continuing operations (being tax attributable to shareholders’ and policyholders’ returns)† (2,074) 1,058 Profit before tax from discontinued operations I9 – 222 Total (loss) profit before tax (2,074) 1,280 Changes in operating assets and liabilities: Investments 33,255 (11,730) Other non-investment and non-cash assets (1,659) (466) Policyholder liabilities (including unallocated surplus) (26,987) 11,845 Other liabilities (including operational borrowings) (631) 902 Interest income and expense and dividend income included in profit before tax (4,989) (8,201) Other non-cash items (74) (141) Operating cash items: Interest receipts 2,937 5,541 Dividend receipts 2,019 2,732 Tax paid (653) (624) Net cash flows from operating activities 1,144 1,138
Cash flows from investing activities
Purchases of property, plant and equipment H6 (240) (231) Proceeds from disposal of property, plant and equipment 11 61 Acquisition of subsidiaries, net of cash balances I6(iv) – (77) Disposal of Egg, net of cash balances I9 – (538) Disposal of other subsidiaries, net of cash balances I6(iv) – 157 Deconsolidation of investment subsidiaries I6(iv) – (91) Net cash flows from investing activities (229) (719)
Cash flows from financing activities
Structural borrowings of the Group: I8 Shareholder-financed operations:
Redemption – (150) Interest paid (167) (171) With-profits operations: Interest paid (9) (9) Equity capital: Issues of ordinary share capital H11 12 6 Dividends paid B3 (297) (255) Net cash flows from financing activities (461) (579) Net increase (decrease) in cash and cash equivalents 454 (160) Cash and cash equivalents at beginning of year 4,951 5,071 Effect of exchange rate changes on cash and cash equivalents 550 40
Cash and cash equivalents at end of year H10 5,955 4,951
*The Company has adopted the principles of IFRIC 14 for pension schemes, giving rise to consequential changes to the 2007 comparative results. Note I1 explains the effect of the change.
†This measure is the formal (loss) profit before tax measure under IFRS but it is not the result attributable to shareholders.
136 Prudential plc Annual Report 2008
Notes on the Group financial statements A: Background and accounting policies
A1: Nature of operations
Prudential plc (the Company) together with its subsidiaries (collectively, the Group or Prudential) is an international financial services group with its principal operations in the UK, the US and Asia. The Group operates in the UK through its subsidiaries, primarily The Prudential Assurance Company Limited (PAC), Prudential Annuities Limited (PAL), Prudential Retirement Income Limited (PRIL) and M&G Investment Management Limited.
In the US, the Group’s principal subsidiary is Jackson National Life Insurance Company (Jackson). The Group also has operations in Hong Kong, Malaysia, Singapore, Taiwan and other Asian countries. On 20 February 2009, the Company announced that it had entered into agreement, subject to regulatory approval to sell the assets and liabilities of its agency distribution business and its agency force in Taiwan. See note I10 for further details.
Prudential offers a wide range of retail financial products and services and asset management services throughout these territories. The retail financial products and services principally include life insurance, pensions and annuities as well as collective investment services.
Long-term business products written in the UK and Asia are principally with-profits deposit administration, other conventional and unitised with-profits policies and non-participating pension annuities in the course of payment. Long-term business also includes linked business written in the UK and Asia. The principal products written by Jackson are interest-sensitive deferred annuities and whole-life policies, variable annuities, guaranteed investment contracts, fixed index deferred annuities and term life insurance.
Prudential plc is a public limited company incorporated and registered in England and Wales. The registered office is:
Laurence Pountney Hill London EC4R 0HH
Registered number: 1397169
A2: Basis of preparation
The consolidated financial statements consolidate the Group and the Group’s interest in associates and jointly-controlled entities. The parent company financial statements present information about the Company as a separate entity and not about the Group.
The consolidated financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). The Company has elected to prepare its parent company financial statements in accordance with UK Generally Accepted Accounting Practice (GAAP). These are presented on pages 306 to 315.
As part of its response to the global financial crisis, in 2008, the International Accounting Standards Board (IASB) has issued amendments to IAS 39, ‘Financial Instruments: Recognition and Measurement’ and IFRS 7, ‘Financial Instruments: Disclosures’. Financial ‘Reclassification of Financial Assets: Amendments to IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 statements Financial Instruments: Disclosures’ was issued in October 2008 permitting the reclassification of non-derivative financial assets into the ‘loans and receivables’ category under which assets are carried at amortised cost if specific conditions are met.
The Group has not made any such reclassification of financial assets as permitted by the amendments.
The Group has applied all IFRS standards and interpretations adopted by the EU and effective at 31 December 2008. In addition, the Group has early adopted IFRIC 14 ‘The Limit on a Defined Benefit Asset, Minimum Funding Requirement and their Interaction’. Further details on the impact of the adoption of this interpretation are provided in notes A5 and I1.
A3: Critical accounting policies, estimates and judgements
a Critical accounting policies
Prudential’s discussion and analysis of its financial condition and results of operations are based upon Prudential’s consolidated financial statements, which have been prepared in accordance with IFRS adopted for use in the EU. Were the Group to apply IFRS as published by the IASB, as opposed to EU-adopted IFRS, no additional adjustments would be required.
The preparation of these financial statements requires Prudential to make estimates and judgements that affect the reported amounts of assets, liabilities, and revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, Prudential evaluates its estimates, including those related to long-term business provisioning, the fair value of assets and the declaration of bonus rates. Prudential bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
A
Critical accounting policies are defined as those that are reflective of significant judgements and uncertainties, and potentially give rise to different results under different assumptions and conditions. Prudential believes that its critical accounting policies are limited to those described below.
137
Notes on the Group financial statements A: Background and accounting policies continued
A3: Critical accounting policies, estimates and judgements continued
The critical accounting policies in respect of the items discussed below are critical for the Group’s results insofar as they relate to the Group’s shareholder-financed business. In particular this applies for Jackson which is the largest shareholder-backed business in the Group. The policies are not critical in respect of the Group’s with-profits business. Accordingly, explanation is provided in this note and cross-referenced notes as to why the distinction between with-profits business and shareholder-backed business is relevant.
The items discussed below and in cross-referenced notes explain the effect of changes in estimates and the effect of reasonably likely changes in the key assumptions underlying these estimates as of the latest balance sheet date so as to provide analysis that recognises the different accounting effects on profit and loss or equity. In order to provide relevant analysis that is appropriate to the circumstances applicable to the Group’s businesses, the explanations refer to types of business, fund structure, the relationship between asset and policyholder liability measurement, and the differences in the method of accounting permitted under IFRS 4 for accounting for insurance contract assets, policyholder liabilities and unallocated surplus of the Group’s with-profits funds.
Insurance contract accounting
With the exception of certain contracts described in note D1, the Group’s life assurance contracts are classified as insurance contracts and investment contracts with discretionary participating features. As permitted by IFRS 4, assets and liabilities of these contracts (see below) are accounted for under previously applied GAAP. Accordingly, except as described below, the modified statutory basis (MSB) of reporting as set out in the revised Statement of Recommended Practice (SORP) issued by the Association of British Insurers (ABI) in November 2003 has been applied.
In 2005 the Group chose to improve its IFRS accounting for UK regulated with-profits funds by the voluntary application of the UK accounting standard FRS 27, ‘Life Assurance’. Under this standard, the main accounting changes that were required for UK with-profits funds were:
• Derecognition of deferred acquisition costs and related deferred tax; and • replacement of MSB liabilities with adjusted realistic basis liabilities.
The results shown for 2008 and 2007 reflect this basis.
Unallocated surplus represents the excess of assets over policyholder liabilities for the Group’s with-profits funds that have yet to be appropriated between policyholders and shareholders. The Group has opted to account for unallocated surplus wholly as a liability with no allocation to equity. This treatment reflects the fact that shareholders’ participation in the cost of bonuses arises only on distribution. Shareholder profits on with-profits business reflect one-ninth of the cost of declared bonus.
For Jackson, applying the MSB as applicable to overseas operations, the assets and liabilities of insurance contracts are accounted for under insurance accounting prescribed by US GAAP. For the assets and liabilities of insurance contracts of Asian operations, the local GAAP is applied with adjustments, where necessary, to comply with UK GAAP. For the operations in Taiwan, Vietnam and Japan, countries where local GAAP is not appropriate in the context of the previously applied MSB, accounting for insurance contracts is based on US GAAP. For participating business the liabilities include provisions for the policyholders’ interest in realised investment gains and other surpluses that, where appropriate, and in particular for Vietnam, have yet to be declared as bonuses.
The usage of these bases of accounting has varying effects on the way in which product options and guarantees are measured. For UK regulated with-profits funds, for the 2008 and 2007 results, options and guarantees are valued on a market consistent basis. The basis is described in note D2(g)(ii). For other operations a market consistent basis is not applied under the accounting basis described in note A4. Details of the guarantees, basis of setting assumptions, and sensitivity to altered assumptions are described in notes D3 and D4.
Valuation and accounting presentation of fair value movements of derivatives and debt securities of Jackson
Under IAS 39, derivatives are required to be carried at fair value. Unless net investment hedge accounting is applied, value movements on derivatives are recognised in the income statement. Except in respect of variable annuity business, the value movements on derivatives held by Jackson are separately identified within the short-term fluctuations in investment returns identified as part of the Group’s supplementary analysis of results described below and in note B1. Derivative value
movements in respect of variable annuity business are included within the operating profit based on longer-term investment returns.
For derivative instruments of Jackson, the Group has considered at length whether it is appropriate to undertake the necessary operational changes to qualify for hedge accounting so as to achieve matching of value movements in hedging instruments and hedged items in the performance statements. In reaching the decision a number of factors were particularly relevant. These were:
• IAS 39 hedging criteria have been designed primarily in the context of hedging and hedging instruments that are assessable as financial instruments that are either stand-alone or separable from host contracts, rather than, for example, duration characteristics of insurance contracts;
138 Prudential plc Annual Report 2008
• the high hurdle levels under IAS 39 of ensuring hedge effectiveness at the level of individual hedge transactions;
• the difficulties in applying the macro hedge provisions under IAS 39 (which are more suited to banking arrangements) to Jackson’s derivative book; • the complexity of asset and liability matching of US life insurers such as those with Jackson’s product range; and finally • whether it is possible or desirable, without an unacceptable level of costs and constraint on commercial activity, to achieve the accounting hedge effectiveness required under IAS 39.
In this regard, the issues surrounding IAS 39 application are very similar to those considered by other US life insurers when the US financial reporting standard FAS 133 was first applied for US GAAP reporting. Taking account of these considerations the Group has decided that, except for certain minor categories of derivatives, it is not appropriate to seek to achieve hedge accounting under IAS 39. As a result of this decision the total income statement results are more volatile as the movements in the value of Jackson’s derivatives are reflected within it.
Under IAS 39, unless carried at amortised cost (subject to impairment provisions where appropriate) under the held-to-maturity category, debt securities are also carried at fair value. The Group has chosen not to classify any financial assets as held-to-maturity. Debt securities of Jackson are designated as available-for-sale with value movements, unless impaired, being recorded as movements within shareholders’ equity. Impairments are recorded in the income statement.
Presentation of results before tax
The total tax charge for the Group reflects tax that in addition to relating to shareholders’ profits is also attributable to policyholders and unallocated surplus of with-profits funds and unit-linked policies. This is explained in more detail in note F5. However, pre-tax profits are determined after transfers to or from unallocated surplus of with-profits funds. These transfers are in turn determined after taking account of tax borne by with-profits funds. Consequently reported profit before the total tax charge is not representative of pre-tax profits attributable to shareholders. In order to provide a measure of pre-tax profits attributable to shareholders the Group has chosen to adopt an income statement presentation of the tax charge and pre-tax results that distinguishes between policyholder and shareholder components.
Supplementary analysis of results and earnings attributable to shareholders
The Group uses operating profit based on longer-term investment returns as a supplemental measure of its results. The basis of calculation is disclosed in note A4(d).
For shareholder-backed business, with the exception of debt securities held by Jackson and assets classified as loans and receivables, all financial investments and investment property are designated as fair value through profit and loss. Short-term fluctuations in investment returns on such assets held by with-profits funds, do not affect directly reported shareholder results. This is because (i) the unallocated surplus of with-profits funds are accounted for as liabilities and (ii) excess or deficits of income and expenditure of the funds over the required surplus for distribution are transferred to or from unallocated surplus. However, for shareholder-backed businesses the short-term fluctuations affect the result for the year and the Group provides additional Financial analysis of results to provide information on results before and after short-term
fluctuations in investment returns. statements b Critical accounting estimates and judgements
Investments
Determining the fair value of financial investments when the markets are not active
The Group holds certain financial investments for which the markets are not active. These include financial investments which are not quoted on active markets and financial investments for which markets are no longer active as a result of market conditions e.g. market illiquidity. When the markets are not active, there is generally no or limited observable market data for the financial investments. The determination of whether an active market exists for a financial investment requires management’s judgement.
If the market for a financial investment of the Group is not active, the fair value is determined in full or in part by using valuation techniques. The Group establishes fair value for these financial investments by using quotations from independent third-parties, such as brokers or pricing services or by using internally developed pricing models. Priority is given to publicly available prices from independent sources, when available but overall, the source of pricing and/or the valuation technique is chosen with the objective of arriving at a fair value measurement which reflects the price at which an orderly transaction would take place between market participants on the measurement date. The valuation techniques include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option adjusted spread models and, if applicable, enterprise valuation and may include a number of assumptions relating to variables such as credit risk and interest rates. Changes in assumptions relating to these variables could positively or negatively impact the reported fair value of these instruments.
A
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A3: Critical accounting policies, estimates and judgements continued
The fair values of financial investments, net of derivative liabilities, valued using a valuation technique either internally by the Group or by independent third-parties at 31 December 2008 was £40,252 million (2007: £33,822 million). Of these amounts, financial investments net of derivative liabilities with a fair value of £24,833 million (2007: £19,748 million) were held by the US operations. Financial investments valued using valuation techniques held by UK operations were £15,399 million (2007: £14,139 million) and of this amount £14,695 million (2007: £13,580 million) related to securities held by with-profits operations and £704 million (2007: £559 million) related to securities held by the UK shareholder-backed business. Debt securities of US insurance operations valued internally using valuation techniques in 2008 include certain asset-backed securities which had previously been valued using prices provided by a pricing service or brokers in the context of active markets. The current market dislocations have caused a reassessment of the valuation process for these asset-backed securities. In particular, beginning the end of the third quarter of 2008, the external prices obtained for certain asset-backed securities were deemed to be inappropriate in the current market conditions. For the valuations at 31 December 2008, the US operations have therefore utilised internal valuation models, provided by PPM America, to derive fair values for all non-agency residential mortgage-backed securities and asset-backed securities and certain commercial mortgage-backed securities. The techniques used by PPM America include cash flow models based on spreads and, when available, market indices. Additional details are explained in note G1.
Determining impairments relating to financial assets
Available-for-sale securities
Financial investments carried on an available-for-sale basis are represented by Jackson’s debt securities portfolio. The consideration of evidence of impairment requires management’s judgement. In making this determination the factors considered include, for example, whether the decline is substantial, the ability and intent to retain the investment long enough to allow for an estimated full recovery in value, the duration and extent to which the amortised cost exceeds fair value, the financial condition and prospects of the issuer, or any other objectively observable conditions that indicate that the investment may be impaired.
For Jackson’s residential mortgage-backed securities, the model used to analyse cash flows, begins with the current delinquency experience of the underlying collateral pool for the structure, by applying assumptions about how much of the currently delinquent loans will eventually default, and multiplying this by an assumed loss severity. Additional factors are applied to anticipate ageing effect. After applying a cash flow simulation an indication is obtained as to whether or not the security has suffered a principal payment shortfall. If a shortfall applies an impairment charge is generally recorded.
Unrealised losses that are considered to be primarily the result of market conditions, such as interest rates movements, unusual market volatility, or industry-related events, and where the Group also believes there is a reasonable expectation for recovery and, furthermore, it has the intent and ability to hold the investment until maturity or the market recovers, are usually determined to be temporary. The Group’s review of fair value involves several criteria, including economic conditions, credit loss experience, other issuer-specific developments and future cash flows. These assessments are based on the best available information at the time. Factors such as market liquidity, the widening of bid/ask spreads and a change in cash flow assumptions can contribute to future price volatility. If actual experience differs negatively from the assumptions and other considerations used in the consolidated financial statements, unrealised losses currently in equity may be recognised in the income statement in future periods. The preceding note in this section provides explanation on how fair value is determined when the markets for the financial investments are not active. Further, additional details on the impairments of the available-for-sale securities of Jackson are described in notes D3 and G5.
Assets held at amortised cost
Financial assets classified as loans and receivables under IAS 39 are carried at amortised cost using the effective interest rate method. The loans and receivables include loans collateralised by mortgages, deposits and loans to policyholders. In estimating future cash flows, the Group looks at the expected cash flows of the assets and applies historical loss experience of assets with similar credit risks that has been adjusted for conditions in the historical loss experience which no longer exist or for conditions that are expected to arise. The estimated future cash flows are discounted using the financial asset’s original or variable effective interest rate and exclude credit losses that have not yet been incurred.
The risks inherent in reviewing the impairment of any investment include the risk that market results may differ from expectations; facts and circumstances may change in the future and differ from estimates and assumptions; or the Group may later decide to sell the asset as a result of changed circumstances.
Changes in the estimates of credit risk in any reporting period could result in a change in the allowance for losses on the loans and advances.
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Insurance contracts
Product classification
IFRS 4 requires contracts written by insurers to be classified as either ‘insurance contracts’ or ‘investment contracts’ depending on the level of insurance risk transferred. Insurance risk is risk, other than financial risk, transferred from the contract holder to the contract issuer. If significant insurance risk is transferred by the contract then it is classified as an insurance contract. Contracts that transfer financial risk but not significant insurance risk are termed investment contracts. Furthermore, some contracts, both insurance and investment, contain discretionary participating features representing the contractual right to receive additional benefits as a supplement to guaranteed benefits:
a that are likely to be a significant portion of the total contract benefits; b whose amount or timing is contractually at the discretion of the insurer; and c that are contractually based on asset or fund performance, as discussed in IFRS 4.
Accordingly, insurers must perform a product classification exercise across their portfolio of contracts issued to determine the allocation to these various categories. IFRS 4 permits the continued usage of previously applied GAAP for insurance contracts and investment contracts with discretionary participating features. Except for UK regulated with-profits funds, as described subsequently, this basis has been applied by the Group.
For investment contracts that do not contain discretionary participating features, IAS 39 and, where the contract includes an investment management element, IAS 18, apply measurement principles to assets and liabilities attaching to the contract.
Valuation assumptions i Contracts of with-profits funds
The Group’s insurance contracts and investment contracts with discretionary participating features are primarily with-profits and other protection type policies. For UK regulated with-profits funds, the contract liabilities are valued by reference to the UK Financial Services Authority’s (FSA) realistic basis. In aggregate, this basis has the effect of placing a value on the liabilities of UK with-profits contracts, which reflects the amounts expected to be paid based on the current value of investments held by the with-profits funds and current circumstances.
The basis of determining liabilities for the Group’s with-profits business has little or no effect on the results attributable to shareholders. This is because movements on liabilities of the with-profits funds are absorbed by the unallocated surplus. Except through indirect effects, or in remote circumstances as described below, changes to liability assumptions are therefore reflected in the carrying value of the unallocated surplus, which is accounted for as a liability rather than shareholders’ equity.
A detailed explanation of the basis of liability measurement is contained in note D2(g)(ii).
The Group’s other with-profits contracts are written in with-profits funds that operate in some of the Group’s Asian operations. The liabilities for these contracts and those of Prudential Annuities Limited, which is a subsidiary company of the PAC with-profits funds, are determined differently. For these
contracts the liabilities are estimated using actuarial methods based on Financial assumptions relating to premiums, interest rates, investment returns, expenses, mortality and surrenders. The assumptions to statements which the estimation of these reserves is particularly sensitive are the interest rate used to discount the provision and the assumed future mortality experience of policyholders.
For liabilities determined using the basis described above for UK regulated with-profits funds, and the other liabilities described in the preceding paragraph, changes in estimates arising from the likely range of possible changes in underlying key assumptions have no direct impact on the reported profit.
This lack of sensitivity reflects the with-profits fund structure, basis of distribution, and the application of previous GAAP to the unallocated surplus of with-profits funds as permitted by IFRS 4. Changes in liabilities of these contracts that are caused by altered estimates are absorbed by the unallocated surplus of the with-profits funds with no direct effect on shareholders’ equity. The Company’s obligations and more detail on such circumstances are described in note H14.
ii Other contracts
Contracts, other than those of with-profits funds, are written in shareholder-backed operations of the Group. The significant shareholder-backed product groupings and the factors that may significantly affect IFRS results due to experience against assumptions or changes of assumptions vary significantly between business units. For some types of business the effect of changes in assumptions may be significant, whilst for others, due to the nature of the product, assumption setting may be of less significance. The nature of the products and the significance of assumptions are discussed in notes D2, D3 and D4. From the perspective of shareholder results the key sensitivities relate to assumptions for allowance for credit risk for UK annuity business and assumed future investment returns for the Taiwan life operation.
A
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A3: Critical accounting policies, estimates and judgements continued
Jackson
Jackson offers individual fixed annuities, fixed index annuities, immediate annuities, variable annuities, individual and variable life insurance and institutional products. With the exception of institutional products and an incidental amount of business for annuity certain contracts, which are accounted for as investment contracts under IAS 39, all of Jackson’s contracts are accounted for under IFRS 4 as insurance contracts by applying US GAAP, the previous GAAP used before IFRS adoption. Under US GAAP the requirements of SFAS 60 ‘Accounting and Reporting for Insurance Enterprises’ and SFAS 97 ‘Accounting and Reporting by Insurance Enterprises for certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments’ apply to these contracts. The accounting requirements under these standards and the effect of changes in valuation assumptions are considered below for fixed annuity, variable annuity and traditional life insurance contracts.
Fixed annuity contracts, which are investment contracts under US GAAP terminology, are accounted for by applying in the first instance a retrospective deposit method to determine the liability for policyholder benefits. This is then augmented by potentially three additional amounts, namely deferred income, any amounts previously assessed against policyholders that are refundable on termination of the contract, and any premium deficiency, i.e., any probable future loss on the contract. These types of contract contain considerable interest rate guarantee features. Notwithstanding the accompanying market risk exposure, except in the circumstances of interest rate scenarios where the guarantee rates included in contract terms are higher than crediting rates that can be supported from assets held to cover liabilities, the accounting measurement of Jackson’s fixed annuity products is not generally sensitive to interest rate risk. This position derives from the nature of the products and the US GAAP basis of measurement.
Variable annuity contracts written by Jackson may provide for guaranteed minimum death, income, or withdrawal benefit features. In general terms, liabilities for these benefits are accounted for under US GAAP by using estimates of future benefits and fees under best estimate assumptions. For variable annuity business the key assumption is the expected long-term level of equity market returns, which for 2008 and 2007 was 8.4 per cent per annum (net of fund management fees) determined using a mean reversion methodology. This rate reflects a long-term assumption applied from year to year that is appropriate in the context of ‘grandfathered’ US GAAP under IFRS 4 for accounting for Jackson’s insurance assets and liabilities. Under the mean reversion methodology, projected returns over the next five years are flexed (subject to capping) so that, combined with the actual rates of return for the current and the previous two years the 8.4 per cent rate is maintained. The projected rates of return are capped at no more than 15 per cent for each of the next five years. Further details are explained in note D3(i).
These returns affect the level of future expected profits through their effects on the fee income with consequential impact on the amortisation of deferred acquisition costs as described below and the required level of provision for guaranteed minimum death benefit claims.
For traditional life insurance contracts, provisions for future policy benefits are determined under SFAS 60 using the net level premium method and assumptions as of the issue date as to mortality, interest, policy lapses and expenses plus provisions for adverse deviation.
Except to the extent of mortality experience, which primarily affects profits through variations in claim payments and the guaranteed minimum death benefit reserves, the profits of Jackson are relatively insensitive to changes in insurance risk.
Asian operations
The insurance products written in the Group’s Asian operations principally cover with-profits business, unit-linked business, and other non-participating business. The results of with-profits business are relatively insensitive to changes in estimates and assumptions that affect the measurement of policyholder liabilities. As for the UK business, this feature arises because unallocated surplus is accounted for by the Group as a liability. The results of Asian unit-linked business are also relatively insensitive to changes in estimates or assumptions.
The principal non-participating business in the Group’s Asian operations, for which changes in estimates and assumptions are important from year to year, is the traditional whole-life business written in Taiwan. The premiums for the in-force business for these contracts have been set by the regulator at different points for the industry as a whole. Premium rates were set to give a guaranteed
minimum sum assured on death and a guaranteed surrender value on early surrender based on prevailing interest rates at the time of policy issue. Premium rates also included an allowance for mortality and expenses. The required rates of guarantee have fallen over time as interest rates have reduced from a high of eight per cent to current levels of around 1.4 per cent. The current low bond rates in Taiwan gives rise to a negative spread against the majority of these policies. The current cash costs of funding in-force negative spread in Taiwan is around £50 million a year.
The profits attaching to these contracts are particularly affected by the rates of return earned, and estimated to be earned on, the assets held to cover liabilities and on future investment income and contract cash flows. Under IFRS, the insurance contract liabilities of the Taiwan business are determined on the US GAAP basis as applied previously under UK GAAP. Under this basis the policy liabilities are calculated on sets of assumptions, which are locked-in at the point of policy inception, and a deferred acquisition cost asset is held in the balance sheet.
The adequacy of the insurance contract liabilities is tested by reference to best estimates of expected investment returns on policy cash flows and reinvested income. The assumed earned rates are used to discount the future cash flows. The assumed earned rates consist of a long-term best estimate determined by consideration of long-term market conditions, and rates assumed
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to be earned in the trending period. In determining the long-term estimate, external advice of expert macroeconomic consultants has been obtained. At 31 December 2008 it has been assumed that the longer-term bond rate of 5.5 per cent will be attained by
31 December 2018 (2007: 5.5 per cent by 31 December 2013).
The liability adequacy test results are sensitive to the attainment of the trended rates during the trending period and the level of the projected long-term rate.
Details of this sensitivity are shown in note D4(j)(iii).
Deferred acquisition costs
Significant costs are incurred in connection with acquiring new insurance business. Except for acquisition costs of with-profits contracts of the UK regulated with-profits funds, which are accounted for under the realistic FSA regime as described in note A4, these costs, which vary with, and are primarily related to, the production of new business, are capitalised and amortised against margins in future revenues on the related insurance policies. The recoverability of the asset is measured and the asset is deemed impaired if the projected future margins are less than the carrying value of the asset. To the extent that the future margins differ from those anticipated, then an adjustment to the carrying value of the deferred acquisition cost asset will be necessary.
The deferral and amortisation of acquisition costs is of most relevance to the Group’s results for shareholder-financed long-term business of Jackson and Asian operations. The majority of the UK shareholder-backed operations is for individual and group annuity business where the incidence of acquisition costs is negligible.
Jackson
For term business, acquisition costs are deferred and amortised in line with expected premiums. For annuity business, acquisition costs are deferred and amortised in line with expected gross profits on the relevant contracts. For interest-sensitive business, the key assumption is the long-term spread between the earned rate and the rate credited to policyholders, which is based on the annual spread analysis. In addition, expected gross profits depend on mortality assumptions, assumed unit costs and terminations other than deaths (including the related charges), all of which are based on a combination of actual experience of the Jackson companies, industry experience and future expectations. A detailed analysis of actual experience is measured by internally developed mortality studies.
For variable annuity business, the key assumption is the expected long-term level of equity market returns as described above. The level of acquisition costs carried in the balance sheet is also sensitive to unrealised valuation movements on debt securities held to back the liabilities and solvency capital. Further details are explained in notes D3(i) and H1.
Asian operations
The key shareholder-backed Asian operation is the Taiwan life business.
In 2008, a number of changes have been made to the basis of estimating the level of deferred acquisition costs, as described in note D4(i)(b).
The carrying value of the deferred acquisition costs of the Taiwan operation are potentially sensitive to changes in current Financial assumed future interest rates as described above. statements
Pensions
The Group applies the requirements of IAS 19, ‘Employee benefits’, to its defined benefit pension schemes. Due to the inclusion of actuarial gains and losses in the income statement rather than being recognised directly in equity, the results of the Group are affected by changes in interest rates for corporate bonds that affect the rate applied to discount projected pension payments and changes in mortality assumptions.
The economic participation in the surplus or deficits attaching to the main Prudential Staff Pension Scheme (PSPS) and the smaller Scottish Amicable Pensions Scheme (SAPS) are shared between the PAC with-profits sub-fund (WPSF) and shareholder operations. The economic interest reflects the source of contributions over the scheme life, which in turn reflects the activity of the members during their employment.
In the case of PSPS, movements in the apportionment of the surplus or deficit for PSPS between the WPSF and shareholders’ funds in 2008 reflect the 70/30 ratio applied to the base deficit position as at 31 December 2005 but with service cost and contributions for ongoing service apportioned by reference to the cost allocation for activity of current employees. For SAPS the ratio is estimated to be 50/50 between the WPSF and shareholders’ funds.
On 1 January 2008, the Group adopted IFRIC 14 ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’. IFRIC 14 provides guidance on the recognition of IAS 19 surpluses in, and funding obligations for, defined benefit pension schemes. As a result of the adoption of this interpretation, in respect of the position at
31 December 2008, the Group has not recognised the underlying PSPS pension surplus of £728 million (£615 million net of deferred tax), reflecting the difference between the market value of the scheme assets and the discounted value of the liabilities, which would have otherwise been recognised as an asset on its balance sheet under the previous policy. In addition, the Group has recognised a liability for deficit funding to 5 April 2010 of £65 million (£55 million net of deferred tax) in respect of PSPS. Of A these, the amounts attributable to shareholders are £223 million (£160 million net of deferred tax) for the surplus not recognised as an asset and £20 million (£15 million net of deferred tax) for the additional liability for deficit funding. In total the impact on shareholders’ equity at 31 December 2008 is a reduction of £175 million.
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A3: Critical accounting policies, estimates and judgements continued
Deferred tax
Deferred tax assets are recognised to the extent that they are regarded as recoverable, that is to the extent that, on the basis of all the available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which the losses can be relieved. The UK taxation regime applies separate rules to trading and capital profits and losses. The distinction between temporary differences that arise from items of either a capital or trading nature may affect the recognition of deferred tax assets. The judgements made, and uncertainties considered, in arriving at deferred tax balances in the financial statements are discussed in note H4.
Goodwill
Goodwill impairment testing requires the exercise of judgement by management as to prospective future cash flows. Further information is disclosed in note H1.
A4: Significant accounting policies
a Financial instruments (other than long-term business contracts classified as financial instruments under IFRS 4)
Investment classification
Upon initial recognition, financial investments are measured at fair value. Subsequently, the Group is permitted under IAS 39, subject to specific criteria, to designate its investments as either financial investments at fair value through profit and loss, financial investments held on an available-for-sale basis, financial investments held-to-maturity or loans and receivables. The Group holds financial investments on the following bases:
i Financial assets and liabilities at fair value through profit and loss – this comprises assets and liabilities designated by management as fair value through profit and loss on inception. These investments are measured at fair value with all changes thereon being recognised in investment income.
ii Financial investments on an available-for-sale basis – this comprises assets that are designated by management and/or do not fall into any of the other categories. These investments are carried at fair value. Interest income is recognised on an effective interest basis in the income statement. Except for foreign exchange gains and losses on debt securities, not in functional currency, which are included in the income statement, unrealised gains and losses are recognised in equity. Upon disposal or impairment, accumulated unrealised gains and losses are transferred from equity to the income statement as realised gains or losses.
iii Loans and receivables – this comprises investments that have fixed or determinable payments and are not designated as fair value through profit and loss or available-for-sale. These investments include loans collateralised by mortgages, deposits, loans to policyholders and other unsecured loans and receivables. These investments are carried at amortised cost using the effective interest method.
The Group has designated certain financial assets as fair value through profit and loss as these assets are managed and their performance is evaluated on a fair value basis. These assets represent all of the Group’s financial assets except all loans and receivables and debt securities held by Jackson. Debt securities held by Jackson are accounted for on an available-for-sale basis. The use of the fair value option is consistent with the Group’s risk management and investment strategies.
The Group uses the trade date method to account for regular purchases and sales of financial assets.
Use of fair values
The Group uses current bid prices to value its quoted investments. Actively traded investments without quoted prices are valued using external broker bid prices. If there is no active established market for an investment, the Group applies an appropriate valuation technique such as a discounted cash flow technique. Additional details are provided in note G1.
Impairments
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets not held at fair value through profit and loss is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (a loss event) and that a loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that a financial asset or group of financial assets is impaired includes observable data that comes to the attention of the Group. For assets designated as available-for-sale, the impairment is measured as the difference between the amortised cost of the asset and its fair value
which is removed from the available-for-sale reserve within equity and recognised in the income statement.
For loans and receivables carried at amortised cost, the impairment amount is the difference between amortised cost and the present value of the expected cash flows discounted at the original effective interest rate.
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If, in subsequent periods, an impaired debt security held on an available-for-sale basis or an impaired loan or receivable recovers in value (in part or in full), and this recovery can be objectively related to an event occurring after the impairment, then the previously recognised impairment loss is reversed through the income statement (in part or in full).
Derivatives and hedge accounting
Derivative financial instruments are used to reduce or manage investment, interest rate and currency exposures, to facilitate efficient portfolio management and for investment purposes. The Group’s policy is that amounts at risk through derivative transactions are covered by cash or by corresponding assets.
The Group may designate certain derivatives as hedges. This includes fair value hedges, cash flow hedges and hedges of net investments in foreign operations. If the criteria for hedge accounting are met then the following accounting treatments are applied from the date at which the designation is made and the accompanying requisite documentation is in place:
i Hedges of net investments in foreign operations – the effective portion of any change in fair value of derivatives or other financial instruments designated as net investment hedges are recognised in equity. The ineffective portion of changes in the fair value of the hedging instrument is recorded in the income statement. The gain or loss on the hedging instrument recognised directly in equity is recognised in the income statement on disposal of the foreign operation.
ii Fair value hedges – movements in the fair value of the hedged item attributable to the hedged risk are recognised in the income statement.
iii Cash flow hedges – the effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognised in equity. Movements in fair value relating to the ineffective portion are booked in the income statement.
Amounts recognised directly in equity are recorded in the income statement in the periods in which the hedged item affects profit or loss.
All derivatives that do not meet the relevant hedging criteria are carried at fair value with movements in fair value being recorded in the income statement.
The primary areas of the Group’s continuing operations where derivative instruments are held are the UK with-profits funds and annuity business, and Jackson.
For the Group’s continuing operations, hedge accounting under IAS 39 is not usually applied. The exceptions, where hedge accounting has been applied in 2008 and 2007, are summarised in note G3.
For UK with-profits funds the derivative programme is undertaken as part of the efficient management of the portfolio as a whole. As noted in section D2 value movements on the with-profits funds investments are reflected in changes in asset-share liabilities to policyholders or the liability for unallocated surplus. Shareholders’ profit or equity is not affected directly by value movements on the derivatives held. Financial For UK annuity business the derivatives are held as part of the overall matching of asset returns and duration to match, as statements far as practical, with liabilities to policyholders. The carrying value of these liabilities is sensitive to the return on the matching financial assets including derivatives held. Except for the extent of minor mismatching, value movements on derivatives held for this purpose do not affect shareholders’ profit or equity.
For Jackson an extensive derivative programme is maintained. Value movements on the derivatives held can be very significant in their effect on shareholder results. The Group has chosen generally not to seek to construct the Jackson derivative programme so as to facilitate hedge accounting where theoretically possible, under IAS 39. Further details on this aspect of the Group’s financial reporting are described in note A3.
Embedded derivatives
Embedded derivatives are held by various Group companies including Jackson. They are embedded within other non-derivative host financial instruments to create hybrid instruments. Where economic characteristics and risks of the embedded derivatives are not closely related to the economic characteristics and risks of the host instrument, and where the hybrid instrument is not measured at fair value with the changes in fair value recognised in the income statement, the embedded derivative is bifurcated and carried at fair value as a derivative in accordance with IAS 39.
In Jackson, for 2008 and subsequently, the embedded derivative liabilities for Guaranteed Minimum Withdrawal Benefit (GMWB), Guaranteed Minimum Income Benefit (GMIB) reinsurance, and Fixed Index Annuity business are valued by reference to AA corporate bond rates. Previously, the liabilities had been measured by reference to swap rates. The reason for the change is the anomalous swap curves applying in the current dislocated credit markets. Further details are provided in note D3 (g).
Securities lending including repurchase agreements
The Group is party to various securities lending agreements under which securities are loaned to third-parties on a short-term A basis. The loaned securities are not derecognised; rather, they continue to be recognised within the appropriate investment classification. The Group’s policy is that collateral in excess of 100 per cent of the fair value of securities loaned is required from all securities borrowers and typically consists of cash, debt securities, equity securities or letters of credit.
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A4: Significant accounting policies continued
In cases where the Group takes possession of the collateral under its securities lending programme, the collateral, and corresponding obligation to return such collateral, are recognised in the consolidated balance sheet. To further minimise credit risk, the financial condition of counterparties is monitored on a regular basis.
Derecognition of financial assets and liabilities
The Group’s policy is to derecognise financial assets when it is deemed that substantially all the risks and rewards of ownership have been transferred. The Group also derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire. Where the Group neither transfers nor retains substantially all the risks and rewards of ownership, the Group will derecognise the financial asset where it is deemed that the Group has not retained control of the financial asset.
Where the transfer does not result in the Group transferring the right to receive the cash flows of the financial assets, but does result in the Group assuming a corresponding obligation to pay the cash flows to another recipient, the financial assets are also accordingly derecognised providing all of the following conditions are met:
• The Group has no obligation to pay amounts to the eventual recipients unless it collects the equivalent amounts from the original asset; • the Group is prohibited by the terms of the transfer contract from selling or pledging the original asset; and • the Group has an obligation to remit any cash flows it collects on behalf of the eventual recipients without material delay.
The Group derecognises financial liabilities only when the obligation specified in the contract is discharged, cancelled or has expired.
Borrowings
Although initially recognised at fair value, net of transaction costs, borrowings, excluding liabilities of consolidated collateralised debt obligations, are subsequently accounted for on an amortised cost basis using the effective interest method. Under the effective interest method, the difference between the redemption value of the borrowing and the initial proceeds (net of related issue costs) is amortised through the income statement to the date of maturity.
Financial liabilities designated at fair value through profit and loss
Consistent with the Group’s risk management and investment strategy and the nature of the products concerned, the Group has designated under IAS 39 classification certain financial liabilities at fair value through profit and loss as these instruments are managed and their performance evaluated on a fair value basis. These instruments include liabilities related to consolidated collateralised debt obligations and net assets attributable to unit holders of consolidated unit trusts and similar funds.
b Long-term business contracts
Income statement treatment
Premiums and claims
Premium and annuity considerations for conventional with-profits policies and other protection type insurance policies are recognised when due. Premiums and annuity considerations for linked policies, unitised with-profits and other investment type policies are recognised when received or, in the case of unitised or unit-linked policies, when units are issued. These amounts exclude any taxes or duties assessed based on premiums.
Policy fees charged on linked and unitised with-profits policies for mortality, asset management and policy administration are recognised as revenue when related services are provided.
Claims paid include maturities, annuities, surrenders and deaths. Maturity claims are recorded on the policy maturity date. Annuity claims are recorded when the annuity becomes due for payment. Surrenders are recorded when paid and death claims are recorded when notified.
For investment contracts which do not contain discretionary participating features, the accounting reflects the deposit nature of the arrangement, with premiums and claims reflected as deposits and withdrawals and taken directly to the balance sheet.
Acquisition costs
Costs of acquiring new insurance business, principally commissions, marketing and advertising costs and certain other costs associated with policy issuance and underwriting that are not reimbursed by policy charges, are specifically identified and capitalised as part of deferred acquisition costs (DAC), which are included as an asset in the balance sheet. The DAC asset in respect of insurance contracts is amortised against margins in future revenues on the related insurance policies, to the extent that the
amounts are recoverable out of the margins. Recoverability of the unamortised DAC asset is assessed at the time of policy issue and reviewed if profit margins have declined.
Under IFRS, investment contracts (excluding those with discretionary participation features) are required to be accounted for as financial liabilities in accordance with IAS 39 and, where relevant, the provisions of IAS 18 in respect of the attaching
146 Prudential plc Annual Report 2008
investment management features of the contracts. The Group’s investment contracts primarily comprise certain unit-linked savings contracts in the UK and Asia and contracts with fixed and guaranteed terms in the US (such as guaranteed investment contracts and annuity-certains).
Incremental, directly attributable acquisition costs relating to the investment management element of these contracts are capitalised and amortised in line with the related revenue. If the contracts involve up-front charges, this income is also deferred and amortised through the income statement in line with contractual service provision.
UK regulated with-profits funds
Prudential’s long-term business written in the UK comprises predominantly life insurance policies under which the policyholders are entitled to participate in the returns of the funds supporting these policies. Business similar to this type is also written in certain of the Group’s Asian operations subject to local market and regulatory conditions. Such policies are called with-profits policies. Prudential maintains with-profits funds within the Group’s long-term business funds, which segregate the assets and liabilities and accumulate the returns related to that with-profits business. The amounts accumulated in these with-profits funds are available to provide for future policyholder benefit provisions and for bonuses to be distributed to with-profits policyholders. The bonuses, both annual and final, reflect the right of the with-profits policyholders to participate in the financial performance of the with-profits funds. Shareholders’ profits with respect to bonuses declared on with-profits business correspond to the shareholders’ share of the cost of bonuses as declared by the board of directors. The shareholders’ share currently represents one-ninth of the cost of bonuses declared for with-profits policies.
Annual bonuses are declared and credited each year to with-profits policies. The annual bonuses increase policy benefits and, once credited, become guaranteed. Annual bonuses are charged to the profit and loss account in the year declared. Final bonuses are declared each year and accrued for all policies scheduled to mature and for death benefits expected to be paid during the next financial year. Final bonuses are not guaranteed and are only paid on policies that result from claims through the death of the policyholder or maturity of the policy within the period of declaration or by concession on surrender. No policyholder benefit provisions are recorded for future annual or final bonus declarations.
The policyholders’ liabilities of the regulated with-profits funds are accounted for under FRS 27. FRS 27 is underpinned by the FSA’s Peak 2 basis of reporting. This Peak 2 basis requires the value of liabilities to be calculated as:
• A with-profits benefits reserve (WPBR); plus • future policy related liabilities (FPRL); plus • the realistic current liabilities of the fund.
The WPBR is primarily based on the retrospective calculation of accumulated asset shares but is adjusted to reflect future policyholder benefits and other outgoings.
The FPRL must include a market consistent valuation of costs of guarantees, options and smoothing, less any related charges, and this amount is determined using either a stochastic approach, hedging costs or a series of deterministic projections with attributed probabilities.
The assumptions used in the stochastic models are calibrated to produce risk-free returns on each asset class. Volatilities of, and correlations between, investment returns from different asset classes are as determined by the Group’s Portfolio Management Group but are also market consistent.
The cost of guarantees, options and smoothing is very sensitive to the bonus, market value reduction (MVR) and investment policies the Group employs and therefore the stochastic modelling incorporates a range of management actions that would help to protect the fund in adverse scenarios. Substantial flexibility has been included in the modelled management actions in order to reflect the discretion that the Group retains in adverse investment conditions, thereby avoiding the creation of unreasonable minimum capital requirements. The management actions assumed are consistent with management’s policy for with-profits funds and the disclosures made in the publicly available Principles and Practices of Financial Management.
Under FRS 27 for the UK with-profits funds:
• No deferred acquisition costs and related deferred tax are recognised; and • adjusted realistic basis liabilities instead of MSB liabilities are recognised.
Adjusted realistic basis liabilities represent the Peak 2 basis realistic liabilities for with-profits business included in Form 19 of the FSA regulatory returns, but after excluding the element for the shareholders’ share of the future bonuses. This latter item is recognised as a liability for the purposes of regulatory returns but, for accounting purposes under FRS 27, consistent with the current basis of financial reporting, shareholder transfers are recognised only on declaration.
Financial statements A
147
Notes on the Group financial statements A: Background and accounting policies continued
A4: Significant accounting policies continued
Unallocated surplus
The unallocated surplus represents the excess of assets over policyholder liabilities for the Group’s with-profits funds. As allowed under IFRS 4, the Group has opted to continue to record unallocated surplus of with-profits funds wholly as a liability. The annual excess (shortfall) of income over expenditure of the with-profits funds, after declaration and attribution of the cost of bonuses to policyholders and shareholders, is transferred to (from) the unallocated surplus each year through a charge (credit) to the income statement. The balance retained in the unallocated surplus represents cumulative income arising on the with-profits business that has not been allocated to policyholders or shareholders. The balance of the unallocated surplus is determined after full provision for deferred tax on unrealised appreciation on investments.
Other insurance contracts (i.e. contracts which contain significant insurance risk as defined under IFRS 4)
For these contracts UK GAAP has been applied, which reflects the MSB. Under this basis the following approach applies:
Other UK insurance contracts
Other UK insurance contracts that contain significant insurance risk include unit-linked, annuity and other non-profit business. For the purposes of local regulations, segregated accounts are established for linked business for which policyholder benefits are wholly or partly determined by reference to specific investments or to an investment-related index. The interest rates used in establishing policyholder benefit provisions for pension annuities in the course of payment are adjusted each year. Mortality rates used in establishing policyholder benefit provisions were based on published mortality tables adjusted to reflect actual experience.
Overseas subsidiaries
The assets and liabilities of insurance contracts of overseas subsidiaries are determined initially using local GAAP bases of accounting with subsequent adjustments where necessary to comply with the Group’s accounting policies.
Jackson
The future policyholder benefit provisions for Jackson’s conventional protection-type policies are determined using the net level premium method under US GAAP principles and assumptions as of the issue date as to mortality, interest, policy lapses and expenses plus provisions for adverse deviations. For non-conventional protection-type policies, the policyholder benefit provision included within policyholder liabilities in the consolidated balance sheet is the policyholder account balance.
For the business of Jackson, the determination of the expected emergence of margins, against which the amortisation profile of the DAC asset is established, is dependent on certain key assumptions. For single premium deferred annuity business, the key assumption is the expected long-term spread between the earned rate and the rate credited to policyholders. For variable annuity business, the key assumption is the expected long-term level of equity market returns which, for 2008 and 2007, was 8.4 per cent per annum implemented using a mean reversion methodology. These returns affect the level of future expected profits through their effects on fee income and the required level of provision for guaranteed minimum death benefit claims.
Jackson accounts for the majority of its investment portfolio on an available-for-sale basis (see investment policies above) whereby unrealised gains and losses are recognised directly in equity. As permitted by IFRS 4, Jackson has used shadow accounting. Under shadow accounting, to the extent that recognition of unrealised gains or losses on available-for-sale securities causes adjustments to the carrying value and amortisation patterns of DAC and deferred income, these adjustments are recognised directly in equity to be consistent with the treatment of the gains or losses on the securities.
Asian operations
Except for the operations in Taiwan, Vietnam and Japan, the future policyholder benefit provisions for Asian businesses are determined in accordance with methods prescribed by local GAAP adjusted to comply, where necessary, with UK GAAP. For the Hong Kong business, which is a branch of the PAC, and the Singapore and Malaysian operations the valuation principles and sensitivities to changes of assumptions of conventional with-profits and other protection-type policies are similar to those described above for equivalent products written by the UK operations.
For the operations in Taiwan, Vietnam and Japan, countries where local GAAP is not appropriate in the context of the previously applied MSB, accounting for insurance contracts is based on US GAAP. For these three operations the business written is primarily non-participating and linked business. The
future policyholder benefit provisions for non-linked business are determined using the net level premium method, with an allowance for surrenders, maintenance and claim expenses. Rates of interest used in establishing the policyholder benefit provisions vary by operation depending on the circumstances attaching to each block of business. Where appropriate, liabilities for participating business for these three operations include provisions for the policyholders’ interest in realised investment gains and other surpluses that have yet to be declared as bonuses.
Although the basis of valuation of Prudential’s overseas operations is in accordance with the requirements of the Companies Act 1985 and ABI SORP, the valuation of policyholder benefit provisions for these businesses may differ from that determined on a UK MSB for UK operations with the same features.
148 Prudential plc Annual Report 2008
Liability adequacy
The Group performs liability adequacy testing on its insurance provisions to ensure that the carrying amounts of provisions (less related DAC and present value of in-force business – see policy on business acquisitions and disposals) is sufficient to cover current estimates of future cash flows. When performing the liability adequacy test, the Group discounts all contractual cash flows and compares this amount to the carrying value of the liability. Any deficiency is immediately charged to the income statement.
Reinsurance
In the normal course of business, the Group seeks to reduce loss exposure by reinsuring certain levels of risk in various areas of exposure with other insurance companies or reinsurers. An asset or liability is recognised in the consolidated balance sheet representing premiums due to or payments due from reinsurers and the share of benefits and claims recoverable from reinsurers. The measurement of reinsurance assets is consistent with the measurement of the underlying direct insurance contracts.
Gains arising on the purchase of reinsurance contracts by Jackson are deferred and amortised over the contract duration. Any loss is recognised in the income statement immediately.
Investment contracts (contracts which do not contain significant insurance risk as defined under IFRS 4)
For investment contracts with discretionary participation features, the accounting basis is consistent with the accounting for similar with-profits insurance contracts. Other investment contracts are accounted for on a basis that reflects the hybrid nature of the arrangements whereby part is accounted for as a financial instrument under IAS 39 and the investment management service component is accounted for under IAS 18.
For those investment contracts in the US with fixed and guaranteed terms, the Group uses the amortised cost model to measure the liability. On contract inception, the liability is measured at fair value less incremental, directly attributable acquisition costs. Remeasurement at future reporting dates is on an amortised cost basis utilising an effective interest rate methodology whereby the interest rate utilised discounts to the net carrying amount of the financial liability.
Those investment contracts without fixed and guaranteed terms are designated at fair value through profit and loss. Fair value is based upon the fair value of the underlying assets of the fund. Where the contract includes a surrender option its carrying value is subject to a minimum carrying value equal to its surrender value.
c Other assets, liabilities, income and expenditure
Basis of consolidation
The Group consolidates those entities it is deemed to control. The degree of control is determined by the ability of the Group to govern the financial and operating policies of an entity in order to obtain benefits. Consideration is given to other factors such as potential voting rights.
The Group has consolidated some special purpose entities (SPEs), such as funds holding collateralised debt obligations (CDOs), where equity investors do
not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. These SPEs are consolidated because the Group is deemed to control them under IFRS.
The Group holds investments in internally and externally managed open-ended investment companies (OEICs) and unit trusts. The Group’s percentage ownership levels in these entities can fluctuate from day to day according to changes in the Group’s and third-party participation in the funds. In instances where the Group’s ownership of internally managed funds declines marginally below 50 per cent and, based on historical analysis and future expectations the decline in ownership is expected to be temporary, the funds continue to be consolidated as subsidiaries under IAS 27.
Where the Group exercises significant influence or has the power to exercise significant influence over an entity, generally through ownership of 20 per cent or more of the entity’s voting rights, but does not control the entity, then this is considered to be an investment in an associate. With the exception of those referred to below, the Group’s investments in associates are recorded at the Group’s share of the associates’ net assets. The carrying value of investments in associates is adjusted each year for the Group’s share of the entities’ profit or loss. This does not apply to investments in associates held by the Group’s insurance or investment funds including the venture capital business or mutual funds and unit trusts, which are carried at fair value through profit and loss.
The Group’s investments in joint ventures are recognised using proportional consolidation whereby the Group’s share of an entity’s individual balances are combined line-by-line with similar items into the Group financial statements.
Other interests in entities, where significant influence is not exercised, are carried as investments at fair value through profit and loss.
The consolidated financial statements of the Group include the assets, liabilities and results of the Company and subsidiary undertakings in which Prudential has a controlling interest, using accounts drawn up to 31 December 2008 except where entities have non-coterminous year ends. In such cases, the information consolidated is based on the accounting period of these entities and is adjusted for material changes up to 31 December. Accordingly, the information consolidated is deemed to cover the same period for all entities throughout the Group. The results of subsidiaries are included in the financial statements from the date acquired to the effective date of disposal. All inter-company transactions are eliminated on consolidation. Results of asset management activities include those for managing internal funds.
149
Financial statements A
Notes on the Group financial statements A: Background and accounting policies continued
A4: Significant accounting policies continued
Investment properties
Investments in leasehold and freehold properties not for occupation by the Group are carried at fair value, with changes in fair value included in the income statement. Properties are valued annually either by the Group’s qualified surveyors or professional external valuers using the Royal Institution of Chartered Surveyors (RICS) guidelines. The RICS guidelines apply separate assumptions to the value of the land, buildings and tenancy associated with each property. Each property is externally valued at least once every three years. The cost of additions and renovations is capitalised and considered when estimating fair value. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific property. If this information is not available, the Group uses alternative valuation methods such as discounted cash flow projections or recent prices in less active markets.
Leases of investment property where the Group has substantially all the risks and rewards of ownership are classified as finance leases (leasehold property). Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. Where a lease has a contingent rent element, the rent is calculated in accordance with individual lease terms and charged as an expense as incurred.
Pension schemes
The Group operates a number of pension schemes around the world. The largest of these schemes is the PSPS, a defined benefit scheme. The Group also operates defined contribution schemes. Defined contribution schemes are schemes where the Company pays contributions into a fund and the Company has no legal or constructive obligation to pay further contributions should the assets of that fund be insufficient to pay the employee benefits relating to employee service in both current and prior periods. Defined benefit schemes are post-employment benefit plans that are not defined contribution schemes.
For the Group’s defined benefit schemes, if the present value of the defined benefit obligation exceeds the fair value of the scheme assets, then a liability is recorded in the Group’s balance sheet. By contrast, if the fair value of the assets exceeds the present value of the defined benefit obligation then the surplus will only be recognised if the nature of the arrangements under the Trust deed, and funding arrangements between the Trustee and the Company support the availability of refunds or recoverability through agreed reductions in future contributions. In addition, if there is a constructive obligation for the Company to pay deficit funding, this is also recognised.
The Group utilises the projected unit credit method to calculate the defined benefit obligation. Estimated future cash flows are then discounted at a high-quality corporate bond rate, adjusted to allow for the difference in duration between the bond index and the pension liabilities where appropriate, to determine its present value. These calculations are performed by independent actuaries.
The plan assets of the Group’s pension schemes exclude several insurance contracts that have been issued by the Group. These assets are excluded from plan assets in determining the pension obligation recognised in the consolidated balance sheet.
The aggregate of the actuarially determined service costs of the currently employed personnel and the unwind of discount on liabilities at the start of the period, less the expected investment return on scheme assets at the start of the period, is charged to the income statement. Actuarial gains and losses as a result of changes in assumptions or experience variances are also charged or credited to the income statement.
Contributions to the Group’s defined contribution schemes are expensed when due. Once paid, the Group has no further payment obligations. Any prepayments are reflected as an asset on the balance sheet.
Share-based payments
The Group offers share award and option plans for certain key employees and a Save As You Earn (SAYE) plan for all UK and certain overseas employees. The arrangements for distribution to employees of shares held in trust relating to share award plans and for entitlement to dividends depend upon the particular terms of each plan. Shares held in trust relating to these plans are conditionally gifted to employees.
The compensation expense charged to the income statement is primarily based upon the fair value of the options granted, the vesting period and the vesting conditions. The Group revises its estimate of
the number of options likely to be exercised at each balance sheet date and adjusts the charge to the income statement accordingly. Where the share-based payment depends upon vesting outcomes attaching to market-based performance conditions, additional modelling is performed to estimate the fair value of the awards. No subsequent adjustment is then made to the fair value charge for awards that do not vest on account of these performance conditions not being met.
The Company has established trusts to facilitate the delivery of Prudential plc shares under employee incentive plans and savings-related share option schemes. None of the trusts that hold shares for employee incentive and savings plans continue to hold these shares once they are issued to employees. The cost to the Company of acquiring these treasury shares held in trusts is shown as a deduction from shareholders’ equity.
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Tax
The Group’s UK subsidiaries each file separate tax returns. Jackson and other foreign subsidiaries, where permitted, file consolidated income tax returns. In accordance with UK tax legislation, where one domestic UK company is a 75 per cent owned subsidiary of another UK company or both are 75 per cent owned subsidiaries of a common parent, the companies are considered to be within the same UK tax group. For companies within the same tax group, trading profits and losses arising in the same accounting period may be offset for purposes of determining current and deferred taxes.
Current tax expense is charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. To the extent that losses of an individual UK company are not offset in any one year, they can be carried back for one year or carried forward indefinitely to be offset against profits arising from the same company.
Deferred taxes are provided under the liability method for all relevant temporary differences, being the difference between the carrying amount of an asset or liability in the balance sheet and its value for tax purposes. IAS 12, ‘Income Taxes’ does not require all temporary differences to be provided for, in particular, the Group does not provide for deferred tax on undistributed earnings of subsidiaries where the Group is able to control the timing of the distribution and the temporary difference created is not expected to reverse in the foreseeable future. The tax effects of losses available for carry forward are recognised as an asset. Deferred tax assets are only recognised when it is probable that future taxable profits will be available against which these losses can be utilised. Deferred tax related to charges or credits taken directly to equity is also credited or charged directly to equity and is subsequently recognised in the income statement together with the deferred gain or loss.
The tax charge for long-term business includes tax expense on with-profits funds attributable to both the policyholders and the shareholders. Different tax rules apply under UK law depending upon whether the business is life insurance or pension business. Tax on the life insurance business is based on investment returns less expenses attributable to that business. Tax on the pension business is based on the shareholders’ profits or losses attributable to that business. The shareholders’ portion of the long-term business is taxed at the shareholders’ rate with the remaining portion taxed at rates applicable to the policyholders.
Basis of presentation of tax charges
Tax charges in the income statement reflect the aggregate of the shareholder tax on the long-term business result and on the Group’s other results.
Under UK Listing Authority rules, profit before tax is required to be presented. This requirement, coupled with the fact that IFRS does not contemplate tax charges which are attributable to policyholders and unallocated surplus of with-profits funds and unit-linked policies, necessitates the reporting of total tax charges within the presented results. The result before all taxes (i.e. ‘profit before tax’ as shown in the income statement) represents income net of post-tax transfers to unallocated surplus of with-profits funds, before tax attributable to policyholders and unallocated surplus of with-profits funds, unit-linked policies
and shareholders. Separately within the income statement, ‘profit before tax attributable to shareholders’ is shown after deduction of taxes attributable to policyholders and unallocated surplus of with-profits funds and unit-linked policies. Tax charges on this measure of profit reflect the tax charges attributable to shareholders. In determining the tax charges attributable to shareholders, the Group has applied a methodology consistent with that previously applied under UK GAAP reflecting the broad principles underlying the tax legislation of life assurance companies.
Property, plant and equipment
All property, plant and equipment such as owner occupied property, computer equipment and furniture and fixtures, are carried at depreciated cost. Costs including expenditure directly attributable to the acquisition of the assets are capitalised. Depreciation is calculated and charged on a straight-line basis over an asset’s estimated useful life. The residual values and useful lives are reviewed at each balance sheet date. If the carrying amount of an asset is greater than its recoverable amount then its carrying value is written down to that recoverable amount.
Leasehold improvements to owner occupied property are depreciated over the life of the lease. Assets held under finance leases are capitalised at their fair value.
Business acquisitions and disposals
Business acquisitions are accounted for by applying the purchase method of accounting, which adjusts the net assets of the acquired company to fair value at the date of purchase. The excess of the costs of acquisition over the fair value of the assets and liabilities of the acquired entity is recorded as goodwill. Should the fair value of the identifiable assets and liabilities of the entity exceed the cost of acquisition then this amount is recognised immediately in the income statement. Income and expenses of acquired entities are included in the income statement from the date of acquisition. Revenues and expenses of entities sold during the period are included in the income statement up to the date of disposal. The gain or loss on disposal is calculated as the difference between sale proceeds, net of selling costs, less the net assets of the entity at the date of disposal.
For life insurance company acquisitions, the adjusted net assets include an identifiable intangible asset for the present value of in-force business which represents the profits that are expected to emerge from the acquired insurance business. The present value of in-force business is calculated using best estimate actuarial assumptions for interest, mortality, persistency and expenses and is amortised over the anticipated lives of the related contracts in the portfolio. An intangible asset may also be recognised in respect of acquired investment management contracts representing the fair value of contractual rights acquired under these contracts.
151
Financial statements A
Notes on the Group financial statements A: Background and accounting policies continued
A4: Significant accounting policies continued
The Company uses the economic entity method to purchase minority interests. Under the economic entity method any difference between consideration and the share of net assets acquired is recorded directly in equity.
Goodwill
Goodwill arising on acquisitions of subsidiaries and businesses is capitalised and carried on the Group balance sheet as an intangible asset at initial value less any accumulated impairment losses. Goodwill impairment testing is conducted annually and when there is an indication of impairment. For the purposes of impairment testing, goodwill is allocated to cash generating units. These cash generating units reflect the smallest group of assets that includes the goodwill and generates cash flows that are largely independent of the cash inflows from other groups of assets. If the carrying amount of the cash generating unit exceeds its recoverable amount then the goodwill is considered impaired. Impairment losses are recognised immediately in the income statement and may not be reversed in future periods.
Acquired intangible assets
Intangible assets acquired on the purchase of a subsidiary or portfolio of contracts are valued at acquisition and carried at cost less amortisation and any accumulated impairment losses. Amortisation calculated is charged on a straight-line basis over the estimated useful life of the assets. The residual values and useful lives are reviewed at each balance sheet date.
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand, deposits held at call with banks, treasury bills and other short-term highly liquid investments with less than 90 days maturity from the date of acquisition.
Rights of offset
Assets and liabilities in the consolidated financial statements are only reported on a net basis when there is a legally enforceable right to offset and there is an intention to settle on a net basis.
Segments
In accordance with IAS 14, ‘Segment Reporting’ the Group reports its results and certain other financial information by primary and secondary segments. The Group’s primary segments are its business segments, namely, insurance operations and asset management. The Group’s secondary segments are its geographical segments, namely, UK, US and Asia.
Shareholders’ dividends
Dividends to shareholders are recognised as a liability in the period in which they are declared. Where scrip dividends are issued, the value of such shares, measured as the amount of the cash dividend alternative, is credited to reserves and the amount in excess of the nominal value of the shares issued is transferred from the share premium account to retained earnings.
Share capital
Where there is no obligation to transfer assets, shares are classified as equity. The difference between the proceeds received on issue of the shares, net of share issue costs, and the nominal value of the shares issued, is credited to share premium. Where the Company purchases shares for the purposes of employee incentive plans, the consideration paid, net of issue costs, is deducted from retained earnings. Upon issue or sale any consideration received is credited to retained earnings net of related costs.
Foreign exchange
The Group’s consolidated financial statements are presented in pounds sterling, the Group’s presentation currency. Accordingly, the results and financial position of foreign subsidiaries must be translated into the presentation currency of the Group from their functional currencies, i.e. the currency of the primary economic environment in which the entity operates. All assets and liabilities of foreign subsidiaries are converted at year end exchange rates whilst all income and expenses are converted at average exchange rates where this is a reasonable approximation of the rates prevailing on transaction dates. The impact of these currency translations is recorded as a separate component of equity.
Foreign currency borrowings that have been used to provide a hedge against Group equity investments in overseas subsidiaries are translated at year end exchange rates and movements taken directly to shareholders’ equity. Other foreign currency monetary items are translated at year end exchange rates with changes recognised in the income statement. Foreign currency transactions are translated at the spot rate prevailing at the time.
d Presentation of supplementary analysis of profit before tax attributable to shareholders
The Group provides supplementary analysis of profit before tax attributable to shareholders that distinguishes operating profit based on longer-term investment returns from other constituent elements of the total profit.
152 Prudential plc Annual Report 2008
Operating profit based on longer-term investment returns
The Group continues to use operating profit based on longer-term investment returns as a supplemental measure of its results. For the purposes of measuring operating profit, investment returns on shareholder-financed business are based on the expected longer-term rates of return. This reflects the particular features of long-term insurance business where assets and liabilities are held for the long term and for which the accounting basis for insurance liabilities under current IFRS is not generally conducive to demonstrating trends in underlying performance for life businesses exclusive of changes in market conditions. In determining profit on this basis the following key elements are applied to the results of the Group’s shareholder-financed operations.
i Debt and equity securities
Longer-term investment returns comprise income and longer-term capital returns. For debt securities the longer-term capital returns comprise two elements. These are a risk margin reserve (RMR) based charge for expected defaults, which is determined by reference to the credit quality of the portfolio, and amortisation of interest-related realised gains and losses to operating results based on longer-term investment returns to the date when sold bonds would have otherwise matured. The shareholder-backed operation for which the risk margin reserve charge is most significant is Jackson National Life. The RMR charge for Jackson is based on long-term average default and recovery data as published by Moody’s. Note B1 provides further detail.
Longer-term equity returns comprise aggregate long-term income and capital returns.
ii Derivative value movements
Value movements for Jackson’s equity-based derivatives and variable annuity product embedded derivatives are included in operating profits based on longer-term investment returns. The inclusion of these movements is so as to broadly match with the results on the Jackson variable annuity book that pertain to equity market movements.
Other derivative value movements are excluded from operating results based on longer-term investment returns. These derivatives are primarily held by Jackson as part of a broadly-based hedging programme for features of Jackson’s bond portfolio (for which value movements are booked directly to shareholders’ equity rather than income statement) and product liabilities (for which US GAAP accounting does not reflect the economic features being hedged).
These key elements are of most importance in determining the operating results based on longer-term investment returns of Jackson.
There are two exceptions to the basis described above for determining operating results based on longer-term investment returns. These are for:
• Unit-linked and US variable annuity business.
For such business the policyholder liabilities are directly reflective of the asset value movements. Accordingly, all asset value movements are recorded in the operating results based on longer-term investment returns.
• Assets covering non-participating business liabilities that are interest rate sensitive.
For UK annuity business policyholder liabilities are determined by reference to current interest rates. The value movements of the assets covering liabilities are closely correlated with the related change in liabilities. Accordingly, asset value movements are recorded within the operating results based on longer-term investment returns. Policyholder liabilities include a margin for asset defaults which, if they occur, are recorded as a component of short-term fluctuations in investment returns.
iii Liabilities to policyholders and embedded derivatives for product guarantees
Under IFRS, the degree to which the carrying values of liabilities to policyholders are sensitive to current market conditions varies between territories depending upon the nature of the ‘grandfathered’ measurement basis. In general, in those instances where the liabilities are particularly sensitive to routine changes in market conditions, the accounting basis is such that the impact of market movements on the assets and liabilities are broadly equivalent in the income statement, and operating profit based on longer-term investment returns is not distorted. In these circumstances there is no need for the movement in the liability to be bifurcated between the element that relates to longer-term market conditions and short-term effects.
However, some types of business movements in liabilities do require bifurcation to ensure that at the net level (i.e. after allocated investment returns and change for policyholder benefits) the operating result reflects longer-term market returns.
Examples where such bifurcation is necessary are:
a Asia
Vietnamese participating business
For the participating business in Vietnam the liabilities include policyholders’ interest in investment appreciation and other surplus. Bonuses paid in a reporting period and accrued policyholder interest in investment appreciation and other surpluses primarily reflect the level of realised investment gains above contract specific hurdle levels. For this business operating profit
153
Financial statements A
Notes on the Group financial statements A: Background and accounting policies continued
A4: Significant accounting policies continued
based on longer-term investment returns includes the aggregate of longer-term returns on the relevant investments, a credit or charge equal to movements on the liability for the policyholders’ interest in realised investment gains (net of any recovery of prior deficits on the participating pool), less amortisation over five years of current and prior movements on such credits or charges.
The overall purpose of these adjustments is to ensure that investment returns included in operating results equal longer-term returns but that in any one reporting period movements on liabilities to policyholders caused by investment returns are substantially matched in the presentation of the supplementary analysis of profit before tax attributable to policyholders.
Non-participating business
Bifurcation for the effect of determining the movement in the carrying value of liabilities to be included in operating results based on longer-term investment returns, and the residual element for the effect of using year end rates in the balance sheet.
Guaranteed Minimum Death Benefit (GMDB) product features
For unhedged GMDB liabilities accounted for under IFRS using ‘grandfathered’ US GAAP, such as in the Japanese business, the change in carrying value is determined under SOP 03-01, which partially reflects changes in market conditions. Under the company’s supplementary basis of reporting the operating profit reflects the change in liability based on longer-term market conditions with the difference between the charge to the operating result and the movement reflected in the total result included in short-term fluctuations in investment returns.
b US operations – embedded derivatives for variable annuity guarantee features
Under IFRS, the Guaranteed Minimum Withdrawal Benefit (GMWB) and Guaranteed Minimum Income Benefit (GMIB) reinsurance are required to be fair valued as embedded derivatives. The movements in carrying values are affected by changes in the level of observed implied equity volatility and changes to the discount rate applied from period to period. For these embedded derivatives, as described in note D3(i), the discount rate applied reflects AA corporate bond curve rates. For the purposes of determining operating profit based on longer-term investment returns the charge for these features is determined using historical longer-term equity volatility levels and long-term average AA corporate bond rate curves.
c UK shareholder-backed annuity business
With one exception, the operating result based on longer-term investment returns reflects the impact of all value movements on policyholder liabilities for annuity business in PRIL and the PAC non-profit sub-fund.
The exception is for the impact on credit risk provisioning of actual downgrades during the year. As this feature arises due to short-term market conditions the effect on the altered valuation rate of interest is included in the category of short-term fluctuations in investment returns as shown in note B1.
The effects of other changes to credit risk provisioning including the introduction of the short-term allowance for credit risk described in note D2(g) and D2(i) are included in the operating result, as in the net effect of changes to the valuation rate of interest applied to portfolio rebalancing to align more closely with management benchmark.
iv Fund management and other non-insurance businesses
For these businesses, where the business model is more conventional than for life assurance, it is inappropriate to include returns in the operating result on the basis described above. Instead it is appropriate to generally include realised gains and losses (including impairments) in the operating result with unrealised gains and losses being included in short-term fluctuations. In some instances it
may also be appropriate to amortise realised gains and losses on derivatives and other financial instruments to operating results over a time period that reflects the underlying substance of the arrangements.
A5: New accounting pronouncements
The following standards, interpretations and amendments have either been effective and adopted in 2008 or have been issued but are not yet effective in 2008, including those which have not yet been adopted in the EU. This is not intended to be a complete list as only those standards, interpretations and amendments that are anticipated to have an impact upon the Group’s financial statements have been discussed.
Accounting pronouncements adopted in 2008
IFRIC 14, ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’
IFRIC 14 provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an asset and clarifies the impact of minimum funding requirements on such assets. It also addresses when a minimum funding requirement might give rise to a liability. IFRIC 14 was adopted by the EU in December 2008 and is effective for accounting periods beginning after 31 December 2008.
154 Prudential plc Annual Report 2008
The Group early adopted IFRIC 14 for its accounting period ended 31 December 2008. As a result of the adoption of this interpretation, in respect of the position at 31 December 2008, the Group has not recognised the underlying PSPS pension surplus, reflecting the difference between the market value of the scheme assets and the discounted value of the liabilities, which would have otherwise been recognised as an asset on its balance sheet under the previous policy. In addition, the Group has recognised a liability for deficit funding to 5 April 2010 in respect of PSPS.
Further details on the impact of adoption are provided in note I1. The 2007 comparatives have been adjusted accordingly for the adoption of IFRIC 14.
Reclassification of Financial Assets: Amendments to IAS 39, ‘Financial Instruments: Recognition and Measurement’ and IFRS 7, ‘Financial Instruments: Disclosures’
In October 2008, the IASB issued these amendments to IAS 39 and IFRS 7. The amendments to IAS 39 permit the reclassification of certain ‘held for trading’ (at fair value through profit and loss but not those voluntarily designated as at fair value through profit and loss under the fair value option) and ‘available-for-sale’ financial assets into the ‘loans and receivables’ category carried at amortised cost if specific conditions are met as follows:
• ‘Held for trading’ financial assets are permitted to be reclassified into the ‘loans and receivables’ category in only rare circumstances or where the ‘held for trading’ financial assets would have met the definition of ‘loans and receivables’ if they had not been required to be classified as ‘held for trading’ at initial recognition and the entity has the intent and ability to hold it for the foreseeable future or until maturity;
• ‘Available-for-sale’ financial assets are permitted to be reclassified into the ‘loans and receivables’ category if they would have met the definition of ‘loans and receivables’ if they had not been designated as ‘available-for-sale’ and the entity has the intent and ability to hold the asset for the foreseeable future or until maturity; and
• ‘Fair value through profit and loss’ financial assets are permitted to be reclassified into the ‘available-for-sale’ category.
The amendments to IFRS 7 result in additional disclosures in accordance with the amendments to IAS 39.
The amendments to IAS 39 and IFRS 7 are effective 1 July 2008 applied on a prospective basis from the date of reclassification. Any reclassification made on or after 1 November 2008 takes effect from the date of the reclassification. Any reclassification made before 1 November 2008 can take effect from 1 July 2008 or a subsequent date.
The adoption of these amendments did not have an impact on the financial statements of the Group as the Group has not reclassified any non-derivative financial assets as permitted by the amendments.
Accounting pronouncements not yet effective
IFRS 8, ‘Operating Segments’
IFRS 8 requires entities to adopt the ‘management approach’ to reporting the financial performance of its operating segments similar to the requirements under the US standard SFAS 131, ‘Disclosures about Segments of an Enterprise and Related Information’. The amount of each operating segment item to be reported is the measure reported to the chief operating decision maker, which in some instances will be non-GAAP. IFRS 8 will require the Group to provide an explanation of the basis on which the segment
information is prepared and a reconciliation to the amount recognised in the Group’s consolidated financial statements. This standard is effective for accounting periods beginning on or after 1 January 2009. The Group is currently assessing the impact of these amendments on its financial statements.
Amendments to IAS 1,’Presentation of Financial Statements: A Revised Presentation’
The revised version of IAS 1 is aimed at improving users’ ability to analyse and compare the information given in the financial statements.
The changes require information in financial statements to be aggregated on the basis of shared characteristics and introduce a statement of comprehensive income. The revisions also include changes to the titles of some of the financial statements to reflect their functions more clearly: for example the balance sheet is renamed a statement of financial position, though the new titles are not mandatory. This revised standard is effective for IASB compliant financial statements for accounting periods beginning on or after 1 January 2009. The Group is currently assessing the impact of these amendments on its financial statements.
Amendment to IFRS 2, ‘Share-based Payment: Vesting Conditions and Cancellations’
The amendment to IFRS 2 clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. This amendment is effective for accounting periods beginning on or after 1 January 2009. The Group is currently assessing the impact of this amendment but it is not expected to have a material impact on the financial statements of the Group.
155
Financial statements A
Notes on the Group financial statements A: Background and accounting policies continued
A5: New accounting pronouncements continued
Revised IFRS 3, ‘Business Combinations’ and Amendments to IAS 27, ‘Consolidated and Separate Financial Statements’
The revised IFRS 3 and amended IAS 27 are the outcomes of the second phase of the IASB’s and the US Financial Accounting Standards Board’s (FASB) joint business combination project. The more significant changes from the revised IFRS 3 include:
• The immediate expensing of acquisition-related costs rather than inclusion in goodwill; and
• recognition and measurement at fair value of contingent consideration at acquisition date with subsequent changes to income.
The amendments to IAS 27 reflect changes to the accounting for non-controlling (minority) interests.
The revised IFRS 3 and amended IAS 27 are effective for business combinations occurring in the accounting period beginning on or after 1 July 2009.
Amendments to IAS 32, ‘Financial instruments: Presentation’ and IAS 1, ‘Presentation of financial statements’ –Puttable Financial Instruments and Obligations Arising on Liquidation
The amendments to IAS 32 and IAS 1 requires entities to classify puttable financial instruments and instruments, or components of instruments, that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation as equity, provided the financial instruments have particular features and meet specific conditions. The amendments may have the effect of altering the accounting for external fund holder investments in consolidated funds from minority interests to liabilities. These amendments also have consequential amendments to IFRS 7 and IAS 39.
These amendments are effective for IASB compliant financial statements for accounting periods beginning on or after
1 January 2009. The Group is currently assessing the impact of these amendments on its financial statements.
Amendment to IAS 39, ‘Financial instruments: Recognition and Measurement’ – Eligible Hedged Items
This amendment to IAS 39 clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations. This amendment is effective for IASB compliant financial statements for accounting periods beginning on or after 1 July 2009. The Group is currently assessing the impact of this amendment but it is not expected to have a material impact on the financial statements of the Group.
Improvements to IFRSs
In May 2008, the IASB published amendments to a number of standards as part if its annual improvements projects.
These amendments are effective for accounting periods beginning on or after 1 January 2009. The Group is currently assessing the impact of these improvements to its financial statements.
IFRIC 16, ‘Hedges of a net investment in a foreign operation’
This interpretation clarifies the accounting treatment in respect of net investment hedging. This includes the fact that net investment hedging relates to differences in functional currency not presentation currency, and hedging instruments may be held anywhere in the Group. This interpretation is effective for IASB compliant financial statements for accounting periods beginning on or after 1 October 2008.
The Group is currently assessing the impact of this interpretation but it is not expected to have a material impact on the financial statements of the Group.
Improving Disclosures about Financial Instruments (Amendments to IFRS 7)
On 5 March 2009, the IASB issued amendments to IFRS 7 which require enhanced disclosures about fair value measurements and liquidity risk. The amendments include the introduction of a three-level hierarchy for fair value measurement disclosures and require additional disclosures about the relative reliability of fair value measurements.
These amendments are effective for accounting periods beginning on or after 1 January 2009. However, an entity will not be required to provide comparative disclosures in the first year of application. The Group is currently assessing the impact of these amendments on the financial statements of the Group.
Apart from IFRS 8, the Amendments to IAS 1 and the Amendment to IFRS 2, all of the other aforementioned pronouncements have not been adopted for use in the EU at 31 December 2008.
Subsequent to the 31 December 2008, the improvements to IFRSs and the amendments to IAS 32 and IAS 1 have also been adopted for use in the EU.
156 Prudential plc Annual Report 2008
B: Summary of results
B1: Supplementary analysis of profit from continuing operations before tax attributable to shareholders
This information is provided as supplementary information under the Group’s accounting policies. It is not required by IFRS standards.
2008 £m 2007 £m
Asian operations
Insurance operationsnote ii 321 189 Asset management 52 72 Development expenses (26) (15) Total 347 246
US operations
Jacksonnotes ii,iii 406 444
Broker dealer and asset management (including Curian losses of £3m (2007: £5m)) 7 8 Total 413 452
UK operations
UK insurance operations:note ii
Long-term business 545 524 General insurance commission 44 4
589 528 M&G 286 254 Total 875 782
Other income and expenditure
Investment return and other income 89 86 Interest payable on core structural borrowings (172) (168) Corporate expenditure: Group Head Office (130) (129) Asia Regional Head Office (41) (38) Charge for share-based payments for Prudential schemesnote vi (6) (11) Total (260) (260) Restructuring costsnote vii (28) (19) Operating profit from continuing operations based on longer-term investment returnsnote i 1,347 1,201 Short-term fluctuations in investment returns on shareholder-backed businessnote iv (1,783) (137) Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemesnote v (14) (1)
(Loss) profit from continuing operations before tax attributable to shareholders (450) 1,063
Notes i Operating profit based on longer-term investment returns
Operating profit based on longer-term investment returns is a supplemental measure of results. For the purposes of measuring operating profit, investment returns on shareholder-financed business and movements in policyholders’ liabilities are based on expected long-term rates of return as discussed in note A4. The expected long-term rates of return are intended to reflect historical real rates of return and, where appropriate, current inflation expectations adjusted for consensus economic and investment forecasts. The significant operations that require adjustment for the difference between actual and long-term investment returns are Jackson and certain businesses of the Group’s Asian operations. The amounts included in operating results for long-term capital returns for debt securities comprise two components. These are a risk margin reserve based charge for expected defaults, which is determined by reference to the credit quality of the portfolio, and amortisation of interest-related gains and losses for operating results based on longer-term results to the date when sold bonds would otherwise have matured. ii Effect of changes to assumptions, estimates and bases of determining life assurance liabilities The results of the Group’s long-term business operations are affected by changes of assumptions and bases of preparation. These are described in notes D2(i), D3(i) and D4(i).
157
Financial statements A/B
Notes on the Group financial statements B: Summary of results continued
B1: Supplementary analysis of profit from continuing operations before tax attributable to shareholders continued
Notes continued iii Jackson operating results based on longer-term investment returns.
IFRS basis operating profits for US operations include the following amounts (net of related change in amortisation of deferred acquisition costs, where applicable) so as to derive longer-term investment returns.
2008 2007
£m £m
Debt securities:
Amortisation of interest related realised gains and losses 24 31 Risk margin reserve charge for longer-term credit related losses (41) (37) Equity type investments: Longer-term returns 62 47
The risk margin reserve (RMR) charge for longer-term credit related losses for 2008 is based on an average annual RMR of 23 basis points (2007: 22 basis points) on average book values for the year as shown below.
2008 2007
Average Annual Average Annual book expected losses book expected losses value RMR value RMR
Moody’s rating category (US $m) (bps) US $m £m (US $m) (bps) US $m £m
A3 or higher 21,098 0.03 (6) (3) 20,231 0.03 (6) (3) Baa1, 2, 3 20,145 0.23 (46) (25) 20,306 0.22 (46) (23) Ba1, 2, 3 1,635 1.11 (18) (10) 1,687 1.13 (19) (9) B1, 2, 3 514 2.80 (14) (8) 530 2.88 (15) (7) Below B3 373 3.98 (15) (8) 240 4.00 (10) (5) Total 43,765 0.23 (99) (54) 42,994 0.22 (96) (47) Related change to amortisation of deferred acquisition costs 23 13 20 10 Risk margin reserve charge for longer-term credit related losses (76) (41) (76) (37)
The longer-term rates of return for equity-type interests ranged from 6.3 per cent to 8.4 per cent for 2008 and 8.1 per cent to 10.1 per cent for 2007 depending on the type of investments. These rates are currently based on spreads over 10 year US treasury rates of 400 to 600 basis points. Market value movements on equity-based derivatives and embedded derivatives are also recorded within operating profits based on longer-term investment returns so as to be consistent with the market related effects on fees and reserve movements for equity-based products. Market value movements on other derivatives are excluded from operating profit, and are included in short-term fluctuations in investment returns. iv Short-term fluctuations in investment returns on shareholder-backed business.
2008 2007
£m £m
Insurance operations:
Asia (200) (71) US (1,058) (18) UK (212) (47) Other operations (313) (1)
(1,783) (137)
General
The short-term fluctuations in investment returns for 2008 primarily reflect temporary market value movements on the portfolio of investments held by the Group’s shareholder-backed operations. Default losses were incurred during 2008 in respect of Lehman Brothers and Washington Mutual, with total losses (including losses on sale) for these in respect of the Group’s shareholder-backed business operations being £110 million and £91 million respectively of which the majority was incurred in Jackson. Excluding Lehman Brothers and Washington Mutual there was only one other default in 2008 which resulted in a loss of £5 million. There were no default losses in 2007.
Asian insurance operations
The fluctuations for Asian operations in 2008 primarily relates to £(81) million for Vietnam, reflecting a significant fall in the Vietnamese bond and equity markets, and £(65) million for Taiwan, which reflects the decrease in Taiwanese equity markets and a £(40) million reduction in the value of an investment in a CDO fund. For 2007, the £(71) million of short-term fluctuations primarily reflect value movements in Taiwan on the value of debt securities arising from increases in interest rates and a £(30) million reduction of the investment in a CDO fund, partially offset by strong equity market movements in Vietnam.
158 Prudential plc Annual Report 2008
US insurance operations
The short-term fluctuations in investment returns for US insurance operations for the year comprise of the following items:
2008 2007
£m £m
Short-term fluctuations related to debt securities Charges in the year*
Defaults (78) 0 Losses on sale of impaired and deteriorating bonds (130) (51) Bond writedowns (419) (35) Recoveries/reversals 3 8
(624) (78) Less: risk margin charge included in operating profit based on longer-term investment returns 54 48
(570) (30) Interest related gains (losses) Arising in the year (25) 31 Less: amortisation gains and losses arising in current and prior years to operating profit based on longer-term investment returns (28) (37)
(53) (6) Related change to amortisation of deferred acquisition costs 88 9 Total short-term fluctuations related to debt securities (535) (27) Derivatives (other than equity related): market value movements (net of related change to amortisation of deferred acquisition costs)† (369) (19) Equity type investments: actual less longer-term return (net of related change to amortisation of deferred acquisition costs) (69) 42 Other items (net of related change to amortisation of deferred acquisition costs)‡ (85) (14) Total (1,058) (18)
*The charges on debt securities incurred in 2008 of £624 million comprise the following:
Losses on sale of impaired and
Bond deteriorating Recoveries/
Defaults write downs bonds reversals Total
£m £m £m £m £m
Residential mortgage-backed securities
Prime – 25 – – 25 Alt-A – 138 – – 138 Sub-prime – 4 – – 4 Total residential mortgage-backed securities – 167 – – 167 Public fixed income 78 233 130 – 441 Other – 19 – (3) 16 Total 78 419 130 (3) 624
Further details on the impairment losses for Jackson are described in note D3(a).
†The £369 million value movement is for freestanding derivatives held to manage the fixed annuity and other general account business. Under IAS 39, unless hedge accounting is applied, value movements on derivatives are recognised in the income statement. Except in respect of variable annuity business, the value movements on derivatives held by Jackson are separately identified within short-term fluctuations in investment returns.
Derivative value movements in respect of variable annuity business are included within the operating profit based on longer-term investment returns to broadly match with the commercial effect to which the variable annuity derivative programme relates.
For the derivatives programme attaching to the fixed annuity and other general account business the Group has continued its approach of not seeking to apply hedge accounting under IAS 39. This decision reflects the inherent constraints for hedge accounting investments and life assurance assets and liabilities under ‘grandfathered’ US GAAP under IFRS 4.
‡The £85 million charge for 2008 for other items shown above comprises £70 million for the difference between the charge for embedded derivatives included in the operating result and the charge to the total result, and £15 million of other
items. For embedded derivatives the operating result reflects the application of 10-year average AA corporate bond rate curves and a static historical equity volatility assumption.
The total result reflects the application of year end AA corporate bond rate curves and current equity volatility levels. Additional details are explained in note D3(i).
In addition, for US insurance operations, included within the statement of changes in equity, is a net reduction (translated at the 2008 year-end exchange rate of 1.44) in the value of debt securities classified as available-for-sale of £2,710 million (2007: £244 million). This reduction reflects the effect of widened credit spreads and global credit concerns partially offset by the effect of reductions in US interest rates and a steepening yield curve. These temporary market value movements do not reflect defaults or impairments. Additional details on the movement in the value of the Jackson portfolio are included in note D3.
159
Financial statements B
Notes on the Group financial statements B: Summary of results continued
B1: Supplementary analysis of profit from continuing operations before tax attributable to shareholders continued
Notes continued
UK insurance operations
The short-term fluctuations charge for UK insurance operations of £212 million for 2008 reflects £170 million for asset value movements, principally for shareholder-backed annuity business, and £42 million for the effect of credit downgrades on the calculation of liabilities for shareholder-backed annuity business in PRIL and the PAC non-profit sub-fund, as discussed in note D2(g)(iii). The short-term fluctuation charge for 2007 arose mostly in PRIL. The fluctuation principally reflected the impact of widened credit spreads on the corporate bond securities backing the shareholders’ equity of the business.
Other
The charge of £313 million for short-term fluctuations of other operations in 2008 arises from:
2008
£m
Sale of investment in India Mutual fund in May 2008 giving rise to a transfer to operating profit of £47 million for the crystallised gain, and value reduction in the period, prior to sale, of £24 million (71) Unrealised value movements on swaps held centrally to manage Group assets and liabilities (38) Unrealised value movements on Prudential Capital’s bond portfolio (190) Unrealised value movements on centrally held investments (14) (313)
v Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes
2008 2007
£m £m
Actuarial gains and losses
Actual less expected return on scheme assets (97) 4 Experience gains (losses) on scheme liabilities 18 (4) Gains (losses) on changes of assumptions for scheme liabilities 71 (7)
(8) (7) Less: amount attributable to the PAC with-profits sub-fund (2) 6
(10) (1)
Other gains and losses
Movement in the provision for deficit funding of PSPS (13) –Less: amount attributable to the PAC with-profits sub-fund 9 –(4) –
Total (14) (1)
The 2008 and 2007 actuarial gains and losses shown in the table above related to the Scottish Amicable, M&G and the small Taiwan defined benefit pension schemes. The amounts did not include actuarial gains and losses for the Prudential Staff Pension Scheme (PSPS). Following the Group’s adoption of IFRIC 14 for pension schemes in 2008, PSPS pension surplus was not recognised in the Group’s financial statements with the 2007 comparatives adjusted accordingly. In addition, as a result of the adoption of IFRIC 14, the Group has recognised a liability for deficit funding to
5 April 2010 in respect of PSPS. The change in the period in relation to this liability is recognised above as other gains and losses on defined benefit pension schemes.
The gains of £71 million on change of assumptions comprises the effect of an increase in the risk discount rate combined with the effect of decreases in inflation rates.
Further details on the Group’s defined benefit pension schemes and the effect of the accounting policy change are shown in note I1.
vi Share-based payments
The charge for share-based payments for Prudential schemes is for the SAYE and Group performance-related schemes.
vii Restructuring costs are allocated as follows:
2008 2007
£m £m
UK insurance operations 10 7 Unallocated corporate 18 12
28 19
160 Prudential plc Annual Report 2008
B2: Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, excluding those held in employee share trusts, which are treated as cancelled.
For diluted earnings per share, the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group’s only class of dilutive potential ordinary shares are those share options granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year.
2008
Net of tax and Basic Diluted Before tax Tax Minority minority earnings earnings note B1 note F5 interests interests per share per share
£m £m £m £m Pence Pence
Based on operating profit based on longer-term investment returns 1,347 (292) (4) 1,051 42.5p 42.5p
Short-term fluctuations in investment returns on shareholder-backed business (1,783) 348 (1) (1,436) (58.1)p (58.1)p
Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes (14) 3 – (11) (0.4)p (0.4)p
Based on loss for the year from continuing operations (450) 59 (5) (396) (16.0)p (16.0)p
There were no earnings from discontinued operations in 2008
2007
Net of tax and Basic Diluted Before tax Tax Minority minority earnings earnings note B1 note F5 interests interests per share per share
£m £m £m £m Pence Pence
Based on operating profit based on longer-term investment returns 1,201 (381) (4) 816 33.3p 33.3p Short-term fluctuations in investment returns on shareholder-backed business (137) 26 1 (110) (4.5)p (4.5)p Shareholders’ share of actuarial gains and losses on defined benefit pension schemes (1) 1 – 0 0.0p 0.0p Based on profit for the year from continuing operations 1,063 (354) (3) 706 28.8p 28.8p Adjustment for post-tax results of discontinued operations* 222 19 – 241 9.9p 9.8p Based on profit for the year 1,285 (335) (3) 947 38.7p 38.6p
*Discontinued operations in 2007 related entirely to UK Banking operations following the sale on 1 May 2007 of Egg Banking plc to Citi. Note I9 provides details of the sale of Egg.
161
Financial statements B
Notes on the Group financial statements B: Summary of results continued
B2: Earnings per share continued
Number of shares
A reconciliation of the weighted average number of ordinary shares used for calculating basic and diluted earnings per share is set out as below:
2008 m 2007 m
Weighted average shares for calculation of basic earnings per share 2,472 2,445 Shares under option at end of year 7 9 Number of shares that would have been issued at fair value on assumed option exercise (6) (6) Weighted average shares for calculation of diluted earnings per share 2,473 2,448
B3: Dividends
2008 £m 2007 £m
Dividends declared and paid in reporting period Parent company:
Interim dividend (2008: 5.99p, 2007: 5.70p per share) 149 140 Final dividend for prior period (2008: 12.30p, 2007: 11.72p per share) 304 286 Subsidiary company payments to minority interests 2 5 Total 455 431
As a result of shares issued in lieu of dividends of £157 million (2007: £176 million), dividends paid in cash, as set out in the consolidated cash flow statement, were £297 million (2007: £255 million).
2008 £m 2007 £m
Parent company dividends relating to reporting period:
Interim dividend (2008: 5.99p, 2007: 5.70p per share) 149 140 Final dividend (2008: 12.91p, 2007: 12.30p per share) 322 304 Total 471 444
A final dividend of 12.91 pence per share was proposed by the directors on 18 March 2009. Subject to shareholders’ approval, the dividend will be paid on 22 May 2009 to shareholders on the register at the close of business on 14 April 2009. The dividend will absorb an estimated £322 million of shareholders’ funds. A scrip dividend alternative will be offered to shareholders.
162 Prudential plc Annual Report 2008
B4: Exchange translation
Exchange movement recorded directly in equity
2008 £m 2007 £m
Asian operations 456 16 US operations 821 (43) Unallocated to a segment (central funds) (646) 38
631 11
The movements for Asian and US operations reflect the application of year end exchange rates to the assets and liabilities and average exchange rates to the income statement on translation of these operations into the presentation currency of the Group. The movement unallocated to a segment mainly reflects the translation of currency borrowings and forward contracts which have been designated as a net investment hedge against the currency risk of the net investment in Jackson.
The exchange rates applied were:
Closing Closing Opening rate at Average rate at Average rate at Local currency: £ 31 Dec 2008 for 2008 31 Dec 2007 for 2007 1 Jan 2007
Hong Kong 11.14 14.42 15.52 15.62 15.22 Japan 130.33 192.09 222.38 235.64 233.20 Malaysia 5.02 6.15 6.58 6.88 6.90 Singapore 2.07 2.61 2.87 3.02 3.00 Taiwan 47.28 58.24 64.56 65.75 63.77 US 1.44 1.85 1.99 2.00 1.96
B5: New business
Insurance products and investment products (note i)
Investment products Insurance products gross inflows gross premiums note ii Total
2007 £m 2008 £m 2007 £m 2008 £m 2007 £m 2008 £m 2007 £m
Asian operations 2,673 2,901 46,957 38,954 49,630 41,855 US operations 6,941 6,534 36 60 6,977 6,594 UK operations 7,183 6,879 16,154 14,745 23,337 21,624 Group total 16,797 16,314 63,147 53,759 79,944 70,073
163
Financial statements B
Notes on the Group financial statements B: Summary of results continued
B5: New business continued
Insurance products – new business premiums and contributions (note i)
Annual premium and Single Regular contribution equivalents 2007 £m 2008 £m 2007 £m 2008 £m 2007 £m 2008 £m 2007 £m
Asian operations
Chinanote iv 63 45 32 24 38 29 Hong Kong 507 501 154 117 205 167 India (Group’s 26% interest) 60 26 202 177 208 180 Indonesia 94 118 167 109 176 121 Japan 115 122 30 22 42 34 Korea 78 179 211 241 219 259 Malaysia 28 41 99 78 102 82 Singapore 341 593 78 67 112 126 Taiwan 153 132 189 218 204 231 Othernote vii 18 36 54 55 56 58
Total Asian operations 1,457 1,793 1,216 1,108 1,362 1,287 US operations
Fixed annuities 1,724 573 – – 172 57 Fixed index annuities 501 446 – – 50 45 Variable annuities 3,491 4,554 – – 349 455 Life 7 7 24 19 25 20 Guaranteed investment contracts 857 408 – – 86 41 GIC – Medium Term Notes 337 527 – – 34 53
Total US operations 6,917 6,515 24 19 716 671 UK operations
Product summary
Internal vesting annuities 1,600 1,399 – – 160 140 Direct and partnership annuities 703 842 – – 70 84 Intermediated annuitiesnote v 497 555 – – 50 56
Total individual annuities 2,800 2,796 – – 280 280 Income drawdownnote v 75 34 – – 8 3 Equity release 242 156 – – 24 16 Individual pensions 115 38 3 1 14 5 Corporate pensions 221 283 88 84 110 112 Unit-linked bonds 109 243 – – 11 24 With-profits bonds 869 297 – – 87 30 Protection – – 6 5 6 5 Offshore products 551 434 4 4 59 47 PruHealthnote vi – – 16 13 16 13
Total retail retirement 4,982 4,281 117 107 615 535 Corporate pensions 227 198 116 115 139 135 Other products 132 190 21 25 34 44 DWP rebates 153 143 – – 15 14
Total mature life and pensions 512 531 137 140 188 193 Total retail 5,494 4,812 254 247 803 728 Wholesale annuitiesnote iii 1,417 1,799 – – 142 180 Credit life 18 21 – – 2 2
Total UK operations 6,929 6,632 254 247 947 910 Channel summary
Direct and partnership 2,352 2,385 215 212 450 451 Intermediated 2,990 2,284 39 35 338 263 Wholesalenote iii 1,434 1,820 – – 144 182
Sub-total 6,776 6,489 254 247 932 896 DWP rebates 153 143 – – 15 14
Total UK operations 6,929 6,632 254 247 947 910 Group total 15,303 14,940 1,494 1,374 3,025 2,868
164 Prudential plc Annual Report 2008
Investment products – funds under management (note ii)
2008 £m
Market Market gross and other
1 Jan 2008 inflows Redemptions movements 31 Dec 2008
Asian operations 17,393 46,957 (46,102) (3,016) 15,232 US operations 55 36 (32) (9) 50 UK operations 51,221 16,154 (12,747) (7,631) 46,997 Group total 68,669 63,147 (58,881) (10,656) 62,279
2007 £m
Market Market gross and other
1 Jan 2007 inflows Redemptions movements 31 Dec 2007
Asian operations 12,253 38,954 (35,993) 2,179 17,393 US operations – 60 (4) (1) 55 UK operations 44,946 14,745 (9,787) 1,317 51,221 Group total 57,199 53,759 (45,784) 3,495 68,669
Notes i The tables shown above are provided as an indicative volume measure of transactions undertaken in the reporting period that have the potential to generate profits for shareholders. The amounts shown are not, and not intended to be, reflective of premium income recorded in the IFRS income statement.
APEs are calculated as the aggregate of regular new business amounts and one-tenth of single new business amounts. New business premiums for regular premium products are shown on an annualised basis. Department of Work and Pensions (DWP) rebate business is classified as single recurrent business. Internal vesting business is classified as new business where the contracts include an open market option.
The format of the tables shown above is consistent with the distinction between insurance and investment products as applied for previous financial reporting periods. With the exception of some US institutional business, products categorised as ‘insurance’ refer to those classified as contracts of long-term insurance business for regulatory reporting purposes, i.e. falling within one of the classes of insurance specified in part II of Schedule 1 to the Regulated Activities Order under FSA regulations.
The details shown above for insurance products include contributions for contracts that are classified under IFRS 4 ‘Insurance Contracts’ as not containing significant insurance risk. These products are described as investment contracts or other financial instruments under IFRS. Contracts included in this category are primarily certain unit-linked and similar contracts written in UK insurance operations and Guaranteed Investment Contracts and similar funding agreements written in US operations. ii Investment products referred to in the table for funds under management above are unit trust, mutual funds and similar types of retail fund management arrangements. These are unrelated to insurance products that are classified as ‘investment contracts’ under IFRS 4, as described in the preceding paragraph, although similar IFRS recognition and measurement principles apply to the acquisition costs and fees attaching to this type of business. iii The tables for 2007 above include the transfer of 62,000 with-profits annuity policies from Equitable Life on 31 December 2007 with assets of approximately £1.7 billion. The transfer represented APE of £174 million. iv Subsequent to 29 September 2007 following expiry of the previous management agreement CITIC–Prudential Life Insurance Company Ltd (CITIC-Prudential), the Group’s life operation in China, has been accounted for as a 50 per cent joint venture. Prior to this date CITIC–Prudential was consolidated as a subsidiary undertaking. All premiums for CITIC–Prudential are shown at 50 per cent on a like for like basis, reflecting the constant economic interest before and after the management changes in line with the original agreement with CITIC. v Income drawdown has been reallocated from the intermediated annuities product line. The APE sales are £8 million for 2008 and £3 million for 2007. vi Sales for PruHealth are included in UK sales. Comparative figures have been restated accordingly. The APE sales are £16 million for 2008 and £13 million for 2007. vii Other operations include Thailand, the Philippines and Vietnam.
165
Financial statements B
Notes on the Group financial statements B: Summary of results continued
B6: Group balance sheet
The Group’s primary reporting segments are insurance operations, asset management and, prior to disposal, banking. The Group’s secondary reporting segments are geographical, namely the UK, the US and Asia. Details of disclosures in accordance with the requirements of IAS 14 for segment assets and liabilities are shown below.
Details of the primary reporting segments are as follows:
Insurance operations
This segment comprises long-term products that contain both significant and insignificant elements of insurance risk. The products are managed together and not classified in this way other than for accounting purposes. This segment also includes activity of the PAC with-profits funds’ venture investments and other investment subsidiaries held for the purpose of supporting the Group’s insurance operations.
Asset management
The asset management segment is comprised of both internal and third-party asset management services, inclusive of portfolio and mutual fund management, where the Group acts as an adviser, and broker-dealer activities. The nature of the products and the managing of the business differ from the risks inherent in the other business segments, and the regulatory environment of the asset management industry differs from that of the other business segments.
2008 £m Unallocated
Insurance Asset to a Intra-group operations management segment eliminations Total
Consolidated total assets 210,694 6,306 4,150 (5,608) 215,542 Consolidated total liabilities (205,120) (4,663) (6,254) 5,608 (210,429)
Segment assets by geographical segment
UK 140,110 US 54,431 Asia 26,609
Intra-group eliminations (5,608) Total assets per balance sheet 215,542
2007 £m Unallocated
Insurance Asset to a Intra-group operations management segment eliminations Total
Consolidated total assets 213,105 7,011 4,765 (5,499) 219,382 Consolidated total liabilities (207,632) (5,282) (5,803) 5,499 (213,218)
Segment assets by geographical segment
UK 161,334 US 42,758 Asia 20,789 Intra-group eliminations (5,499)
Total assets per balance sheet 219,382
To explain more comprehensively the assets, liabilities and capital of the Group’s businesses it is appropriate to provide an analysis of the Group’s balance sheet by a mixture of primary and secondary segments.
166 Prudential plc Annual Report 2008
This analysis is shown below for the Group balance sheet by business segment at 31 December 2008.
2008 £m
Unallocated to a
Total Asset segment Intra-Insurance operations insurance manage- (central group
UK US Asia opera- ment opera- elimina- Group By business segment D2 D3 D4 tions E2 tions) tions total
Assets
Intangible assets attributable to shareholders:
Goodwill – – 111 111 1,230 – – 1,341
Deferred acquisition costs and other intangible assets 134 3,962 1,247 5,343 6 – – 5,349 TotalH1 134 3,962 1,358 5,454 1,236 – – 6,690
Intangible assets attributable to with-profits funds: In respect of acquired subsidiaries for venture fund and other investment purposes 174 – – 174 – – – 174 Deferred acquisition costs and other intangible assets 13 – 113 126 – – – 126
TotalH2 187 – 113 300 – – – 300 Total 321 3,962 1,471 5,754 1,236 – – 6,990 Deferred tax assetsH4 513 1,969 101 2,583 160 143 – 2,886
Other non-investment and non-cash assetsH3-H6 4,962 1,819 1,416 8,197 135 3,553 (5,608) 6,277 Investment of long-term business and other operations: Investment properties 11,959 13 20 11,992 – – – 11,992
Investments accounted for using the equity method – – – – – 10 – 10
Loans 1,902 5,121 1,705 8,728 1,763 – – 10,491
Equity securities and portfolio holdings in unit trusts 38,880 15,142 8,077 62,099 23 – – 62,122 Debt securities 58,871 24,249 11,113 94,233 991 – – 95,224 Other investments 4,160 1,256 144 5,560 462 279 – 6,301 Deposits 6,090 390 750 7,230 64 – – 7,294 Total investmentsnote a, G1,H7,H8 121,862 46,171 21,809 189,842 3,303 289 – 193,434
Held for sale assetsH9 – – – – – – – –
Cash and cash equivalentsH10 2,571 246 1,501 4,318 1,472 165 – 5,955 Total assets 130,229 54,167 26,298 210,694 6,306 4,150 (5,608) 215,542
167
Financial
statements B
Notes on the Group financial statements B: Summary of results continued
B6: Group balance sheet continued
2008 £m
Unallocated to a
Total Asset segment Intra-Insurance operations insurance manage- (central group
UK US Asia opera- ment opera- elimina- Group By business segment D2 D3 D4 tions E2 tions) tions total
Equity and liabilities
Equity
Shareholders’ equityH11 1,655 1,698 2,167 5,520 1,642 (2,104) – 5,058
Minority interests 47 – 7 54 1 – – 55
Total equity 1,702 1,698 2,174 5,574 1,643 (2,104) – 5,113
Liabilities
Policyholder liabilities and unallocated surplus of with-profits funds:
Insurance contract liabilitiesH12 72,756 42,476 20,798 136,030 – – – 136,030
Investment contract liabilities with discretionary participation featuresG1 23,367 – 79 23,446 – – – 23,446
Investment contract liabilities without discretionary participation featuresG1 11,584 2,885 32 14,501 – – – 14,501
Unallocated surplus of with-profits funds (reflecting application of ‘realistic’ basis provisions for UK regulated with-profits funds)D2eii,H12 8,254 – 160 8,414 – – – 8,414
Total policyholder liabilities and unallocated surplus of with-profits fundsnote b 115,961 45,361 21,069 182,391 – – – 182,391
Core structural borrowings of shareholder-financed operations:H13
Subordinated debt – – – – – 1,987 – 1,987
Other – 173 – 173 – 798 – 971 Total – 173 – 173 – 2,785 – 2,958
Operational borrowings attributable to shareholder-financed operationsG1,H13 54 511 130 695 4 1,278 – 1,977 Borrowings attributable to with-profits fundsG1,H13 1,308 – – 1,308 – – – 1,308 Other non-insurance liabilities:G1,H4,H9,H14,H15 Obligations under funding, securities lending and sale and repurchase agreements 2,251 3,321 – 5,572 – – – 5,572 Net asset value attributable to unit holders of consolidated unit trusts and similar funds 1,536 88 1,154 2,778 1,065 – – 3,843 Current tax liabilities 127 – 76 203 40 599 – 842
Deferred tax liabilities 1,421 1,337 441 3,199 11 19 – 3,229
Accruals and deferred income 265 – 130 395 205 30 – 630
Other creditors 1,619 529 796 2,944 2,898 1,262 (5,608) 1,496 Provisions 267 23 37 327 97 37 – 461 Derivative liabilities 3,401 863 32 4,296 292 244 – 4,832 Other liabilities 317 263 259 839 51 – – 890 Total 11,204 6,424 2,925 20,553 4,659 2,191 (5,608) 21,795 Total liabilities 128,527 52,469 24,124 205,120 4,663 6,254 (5,608) 210,429 Total equity and liabilities 130,229 54,167 26,298 210,694 6,306 4,150 (5,608) 215,542
168 Prudential plc Annual Report 2008
This analysis is shown below for the Group balance sheet by business segment at 31 December 2007.
2007 £m
Unallocated to a
Total Asset segment Intra-Insurance operations insurance manage- (central group
UK US Asia opera- ment opera- elimina- Group By business segment D2 D3 D4 tions E2 tions) tions total
Assets
Intangible assets attributable to shareholders:
Goodwill – – 111 111 1,230 – – 1,341 Deferred acquisition costs and other intangible assets 157 1,928 745 2,830 6 – – 2,836 TotalH1 157 1,928 856 2,941 1,236 – – 4,177 Intangible assets attributable to PAC with-profits fund: In respect of acquired subsidiaries for venture fund and other investment purposes 192 – – 192 – – – 192 Deferred acquisition costs 19 – – 19 – – – 19 TotalH2 211 – – 211 – 211 Total 368 1,928 856 3,152 1,236 – – 4,388 Deferred tax assetsH4 105 657 73 835 95 21 – 951 Other non-investment and non-cash assetsH3-H6 4,110 994 689 5,793 426 4,292 (5,499) 5,012 Investment of long-term business and other operations: Investment properties 13,666 8 14 13,688 – – 13,688 Investments accounted for using the equity method – – – – – 12 – 12 Loans 1,245 3,258 1,087 5,590 2,334 – – 7,924 Equity securities and portfolio holdings in unit trusts 60,829 15,507 9,804 86,140 17 – – 86,157 Debt securities 57,180 19,002 6,920 83,102 882 – – 83,984 Other investments 3,391 762 42 4,195 155 46 – 4,396 Deposits 7,228 258 377 7,863 26 – – 7,889 Total investmentsnote a, G1,H7,H8 143,539 38,795 18,244 200,578 3,414 58 – 204,050 Held for sale assetsH9 30 – – 30 – – – 30 Cash and cash equivalentsH10 1,869 169 679 2,717 1,840 394 – 4,951 Total assets 150,021 42,543 20,541 213,105 7,011 4,765 (5,499) 219,382
Financial statements B
169
Notes on the Group financial statements B: Summary of results continued
B6: Group balance sheet continued
2007 £m
Unallocated to a
Total Asset segment Intra-Insurance operations insurance manage- (central group
UK US Asia opera- ment opera- elimina- Group By business segment D2 D3 D4 tions E2 tions) tions total
Equity and liabilities
Equity
Shareholders’ equityH11 1,364 2,690 1,369 5,423 1,677 (1,038) – 6,062 Minority interests 42 1 7 50 52 – – 102 Total equity 1,406 2,691 1,376 5,473 1,729 (1,038) – 6,164
Liabilities
Policyholder liabilities and unallocated surplus of with-profits funds:
Insurance contract liabilitiesH12 82,938 32,926 16,912 132,776 – – – 132,776 Investment contract liabilities with discretionary participation featuresG1 29,466 – 84 29,550 – – – 29,550 Investment contract liabilities without discretionary participation featuresG1 12,073 1,922 37 14,032 – – – 14,032 Unallocated surplus of with-profits funds (reflecting application of ‘realistic’ basis provisions for UK regulated with-profits funds)D2eii,H12 13,813 – 146 13,959 – – – 13,959 Total policyholder liabilities and unallocated surplus of with-profits fundsnote b 138,290 34,848 17,179 190,317 – – – 190,317 Core structural borrowings of shareholder-financed operations:H13 Subordinated debt – – – – – 1,570 – 1,570 Other – 125 – 125 – 797 – 922 Total – 125 – 125 – 2,367 – 2,492 Operational borrowings attributable to shareholder-financed operationsG1,H13 12 591 – 603 1 2,477 – 3,081 Borrowings attributable to with-profits fundsG1,H13 987 – – 987 – – – 987 Other non-insurance liabilities:G1,H4,H9,H14,H15 Obligations under funding, securities lending and sale and repurchase agreements 1,360 2,721 – 4,081 – – – 4,081 Net asset value attributable to unit holders of consolidated unit trusts and similar funds 1,751 65 506 2,322 1,234 – – 3,556 Current tax liabilities 507 – 24 531 36 670 – 1,237 Deferred tax liabilities 2,383 639 362 3,384 11 7 – 3,402 Accruals and deferred income 289 – 111 400 199 – – 599 Other creditors 1,913 333 627 2,873 3,440 206 (5,499) 1,020 Provisions 326 19 33 378 166 31 – 575 Derivative liabilities 699 158 2 859 176 45 – 1,080 Other liabilities 98 353 321 772 19 – – 791 Total 9,326 4,288 1,986 15,600 5,281 959 (5,499) 16,341 Total liabilities 148,615 39,852 19,165 207,632 5,282 5,803 (5,499) 213,218 Total equity and liabilities 150,021 42,543 20,541 213,105 7,011 4,765 (5,499) 219,382
170 Prudential plc Annual Report 2008
This analysis is shown below for the Group balance sheet by business type at 31 December 2008.
2008 £m 2007 £m Shareholder-backed Unallo-Asset cated Unit- manage- to a seg-linked Non- ment ment Intra-Partici- and linked opera- (central group pating variable business tions opera- elimina- Group Group By business type funds annuity D4 E2 tions) tions total total
Assets
Intangible assets attributable to shareholders:
Goodwill – – 111 1,230 – – 1,341 1,341 Deferred acquisition costs and other intangible assets – – 5,343 6 – – 5,349 2,836 TotalH1 – – 5,454 1,236 – – 6,690 4,177 Intangible assets attributable to with-profits funds: In respect of acquired subsidiaries for venture fund and other investment purposes 174 – – – – – 174 192 Deferred acquisition costs and other intangible assets 126 – – – – – 126 19 TotalH2 300 – – – – – 300 211 Total 300 – 5,454 1,236 – – 6,990 4,388 Deferred tax assetsH4 279 – 2,304 160 143 – 2,886 951 Other non-investment and non-cash assetsH3-H6 3,095 579 4,523 135 3,553 (5,608) 6,277 5,012 Investment of long-term business and other operations: Investment properties 9,911 710 1,371 – – – 11,992 13,688 Investments accounted for using the equity method – – – – 10 – 10 12 Loans 2,154 113 6,461 1,763 – – 10,491 7,924 Equity securities and portfolio holdings in unit trusts 31,821 29,211 1,067 23 – – 62,122 86,157 Debt securities 42,965 6,298 44,970 991 – – 95,224 83,984 Other investments 3,768 204 1,588 462 279 – 6,301 4,396 Deposits 4,828 903 1,499 64 – – 7,294 7,889 Total investmentsnote a, G1,H7,H8 95,447 37,439 56,956 3,303 289 – 193,434 204,050 Held for sale assetsH9 – – – – – – – 30 Cash and cash equivalentsH10 1,733 1,148 1,437 1,472 165 – 5,955 4,951
Total assets 100,854 39,166 70,674 6,306 4,150 (5,608) 215,542 219,382
171
Financial statements B
Notes on the Group financial statements B: Summary of results continued
B6: Group balance sheet continued
2008 £m 2007 £m Shareholder-backed Unallo-Asset cated Unit- manage- to a seg-linked Non- ment ment Intra-Partici- and linked opera- (central group pating variable business tions opera- elimina- Group Group By business type funds annuity D4 E2 tions) tions total total
Equity and liabilities
Equity
Shareholders’ equityH11 – – 5,520 1,642 (2,104) – 5,058 6,062 Minority interests 47 – 7 1 – – 55 102 Total equity 47 – 5,527 1,643 (2,104) – 5,113 6,164
Liabilities
Policyholder liabilities and unallocated surplus of with-profits funds:
Insurance contract liabilitiesH12 58,310 27,799 49,921 – – – 136,030 132,776 Investment contract liabilities with discretionary participation featuresG1 23,446 – – – – – 23,446 29,550 Investment contract liabilities without discretionary participation featuresG1 32 10,277 4,192 – – – 14,501 14,032 Unallocated surplus of with-profits funds (reflecting application of ‘realistic’ basis provisions for UK regulated with-profits funds)D2eii,H12 8,414 – – – – – 8,414 13,959 Total policyholder liabilities and unallocated surplus of with-profits fundsnote b 90,202 38,076 54,113 – – – 182,391 190,317 Core structural borrowings of shareholder-financed operations:H13 Subordinated debt – – – – 1,987 – 1,987 1,570 Other – – 173 – 798 – 971 922 Total – – 173 – 2,785 – 2,958 2,492 Operational borrowings attributable to shareholder-financed operationsG1,H13 – – 695 4 1,278 – 1,977 3,081 Borrowings attributable to with-profits fundsG1,H13 1,308 – – – – – 1,308 987 Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements 1,570 – 4,002 – – – 5,572 4,081 Net asset value attributable to unit holders of consolidated unit trusts and similar funds 1,775 877 126 1,065 – – 3,843 3,556 Current tax liabilities 61 – 142 40 599 – 842 1,237 Deferred tax liabilities 1,225 – 1,974 11 19 – 3,229 3,402 Accruals and deferred income 202 – 193 205 30 – 630 599 Other creditors 1,151 – 1,793 2,898 1,262 (5,608) 1,496 1,020 Provisions 76 – 251 97 37 – 461 575 Derivative liabilities 3,027 – 1,269 292 244 – 4,832 1,080 Other liabilities 210 213 416 51 – – 890 791 Total 9,297 1,090 10,166 4,659 2,191 (5,608) 21,795 16,341 Total liabilities 100,807 39,166 65,147 4,663 6,254 (5,608) 210,429 213,218 Total equity and liabilities 100,854 39,166 70,674 6,306 4,150 (5,608) 215,542 219,382
172 Prudential plc Annual Report 2008
a Investments
Reconciliation of movement in investments
A reconciliation of the Group’s directly held investments from the beginning of the year to the end of the year is as follows:
Total Unallo-insurance Asset cated
Insurance operations opera- manage- to a Group UK US Asia tions ment segment total
£m £m £m £m £m £m £m
At 1 January 2007
Total investments (including derivative assets) 138,537 36,129 13,725 188,391 2,963 240 191,594 Less: investments held by consolidated investment funds (1,179) – (547) (1,726) – – (1,726) Less: derivative liabilities (268) (92) (4) (364) (142) (4) (510) Directly held investments, net of derivative liabilities* 137,090 36,037 13,174 186,301 2,821 236 189,358 Net cash inflow from operating activities 3,128 2,612 2,731 8,471 317 (210) 8,578 Realised gains (losses) in the year 4,660 (47) 1,484 6,097 8 (16) 6,089 Unrealised gains (losses) in the year (2,789) 636 (128) (2,281) (22) 3 (2,300) Foreign exchange translation differences 99 (601) 298 (204) 104 – (100) Movement in the year of directly held investments, net of derivative liabilities 5,098 2,600 4,385 12,083 407 (223) 12,267 At 31 December 2007/1 January 2008 Total investments (including derivative assets) 143,539 38,795 18,244 200,578 3,414 58 204,050 Less: investments held by consolidated investment funds (662) – (683) (1,345) – – (1,345) Less: derivative liabilitiesG3 (689) (158) (2) (849) (186) (45) (1,080) Directly held investments, net of derivative liabilities 142,188 38,637 17,559 198,384 3,228 13 201,625 Net cash inflow from operating activities 887 2,862 2,596 6,345 (615) 85 5,815 Realised gains (losses) in the year 73 (385) (273) (585) 9 (36) (612) Unrealised gains (losses) in the year (26,932) (8,825) (4,199) (39,956) (156) (19) (40,131) Foreign exchange translation differences 1,636 13,019 4,993 19,648 545 2 20,195 Movement in the year of directly held investments, net of derivative liabilities (24,336) 6,671 3,117 (14,548) (217) 32 (14,733) At 31 December 2008 Total investments (including derivative assets) 121,862 46,171 21,809 189,842 3,303 289 193,434 Less: investments held by consolidated investment funds (609) – (1,101) (1,710) – – (1,710) Less: derivative liabilitiesG3 (3,401) (863) (32) (4,296) (292) (244) (4,832) Directly held investments, net of derivative liabilities 117,852 45,308 20,676 183,836 3,011 45 186,892
*The above reconciliation analyses the movement of directly held investments net of derivative liabilities. The deduction of derivative liabilities reflects the fact that these are considered an integral part of the Group’s investment portfolio and the exclusion from investments is merely a matter of required balance sheet presentation. The analysis excludes investments held in the balance sheet as a result the consolidation of Open-Ended Investment Companies (OEICS) and unit trusts, as the Group’s exposure is merely to its share of the value of the fund as a whole rather than to the underlying investments and other assets and liabilities.
173
Financial statements B
Notes on the Group financial statements B: Summary of results continued
B6: Group balance sheet continued
i Information on the credit risks of debt securities
2008 2007 Total Asset Insurance operations insurance manage- Group Group UK US Asia operations ment total total
£m £m £m £m £m £m £m
S&P – AAA 18,981 5,321 2,632 26,934 342 27,276 28,014 S&P – AA+ to AA- 6,012 853 3,746 10,611 274 10,885 9,673 S&P – A+ to A- 15,929 5,244 808 21,981 319 22,300 17,087 S&P – BBB+ to BBB- 7,413 7,077 902 15,392 – 15,392 11,017 S&P – Other 1,033 1,321 253 2,607 – 2,607 2,204 49,368 19,816 8,341 77,525 935 78,460 67,995 Moody’s – Aaa 681 458 494 1,633 24 1,657 1,817 Moody’s – Aa1 to Aa3 833 100 108 1,041 15 1,056 750 Moody’s – A1 to A3 678 111 398 1,187 – 1,187 1,019 Moody’s – Baa1 to Baa3 454 100 60 614 – 614 588 Moody’s – Other 162 95 50 307 – 307 546 2,808 864 1,110 4,782 39 4,821 4,720 Fitch 560 464 41 1,065 – 1,065 1,062 Other 6,135 3,105 1,621 10,861 17 10,878 10,207 Total debt securities 58,871 24,249 11,113 94,233 991 95,224 83,984
In the table above, Standard & Poor’s (S&P) ratings have been used where available. For securities where S&P ratings are not immediately available, those produced by Moody’s and then Fitch have been used as an alternative. Notes D2(d), D3(d), D4(d) and E2 provide further details on the credit risks of debt securities by segment.
ii Group exposure to holdings in asset-backed securities and monoline insurers
a Asset-backed securities
The Group’s exposure to holdings in asset-backed securities which comprise residential mortgage-backed securities (RMBS), CDO funds and other asset-backed securities (ABS), at 31 December 2008 is as follows:
2008 £m
Shareholder-backed operations:
UK insurance operationsnote i 1,075 US insurance operationsnote ii 7,464 Asian insurance operationsnote iii 15 Other operationsnote iv 407 8,961 With-profits operations:
UK insurance operationsnote i 4,977 Asian insurance operationsnote iii 328 5,305 Total 14,266
i UK insurance operations
The UK insurance operations’ exposure to asset-backed securities at 31 December 2008 is analysed as follows:
2008 £m
Shareholder-backed business (70% AAA, 19% AA) 1,075 With-profits operations (74% AAA, 10% AA) 4,977 6,052
The UK insurance operations’ exposure to asset-backed securities is mainly made up of exposure to AAA rated securities as shown in the table above.
174 Prudential plc Annual Report 2008
All of the £1,075 million exposure of the shareholder-backed business relates to the UK market and primarily relate to investments held by PRIL. £2,721 million of the £4,977 million exposure of the with-profits operations relates to exposure to the UK market while the remaining £2,256 million relates to exposure to the US market.
ii US insurance operations
US insurance operations’ exposure to asset-backed securities at 31 December 2008 comprises:
2008 £m
RMBS:
Sub-prime (91% AAA, 3% AA) 291 Alt-A (60% AAA, 15% AA) 646 Prime (87% AAA, 5% AA) 3,572 CMBS (85% AAA, 9% AA) 1,869 CDO funds (34% AAA, 14% AA)* , including £6 million exposure to sub-prime 320 ABS (31% AAA, 16% AA), including £51 million exposure to sub-prime 766 Total 7,464
*Including the Group’s economic interest in Piedmont and other consolidated CDO funds. Further details on Jackson’s RMBS sub-prime and Alt-A securities are given in note D3(d).
iii Asian insurance operations
The Asian insurance operations’ exposure to asset-backed securities is primarily held by the with-profits operations. The £328 million asset-backed securities exposure of the Asian with-profits operations comprises:
2008 £m
RMBS – all without sub-prime exposure 46 CMBS 88 CDO funds and ABS 194 Total 328
The £328 million includes £259 million held by investment funds consolidated under IFRS in recognition of the control arrangements for those funds and included an amount not owned by the Group with a corresponding liability of £32 million on the balance sheet for net asset value attributable to external unit-holders in respect of these funds, which are non-recourse to the Group. Of the £328 million, 70% are investment graded by Standard & Poor’s.
iv Other operations
Other operations’ exposure to asset-backed securities at 31 December 2008 is held by Prudential Capital and comprises:
2008 £m
RMBS: Prime (75% AAA, 10% AA) 106 CMBS (68% AAA, 20% AA) 230 CDO funds – all without sub-prime exposure (AAA) 38 ABS (92% AAA) 33 Total 407
b Direct holdings in monoline insurers
The Group has no significant exposure to direct holdings in monoline insurers at 31 December 2008.
175
Financial statements B
Notes on the Group financial statements B: Summary of results continued
B6: Group balance sheet continued
b Reconciliation of movement in policyholder liabilities and unallocated surplus of with-profits funds
A reconciliation of the total policyholder liabilities and unallocated surplus of with-profits funds of the Group from the beginning of the year to the end of the year is as follows:
Total Insurance operations insurance UK US Asia operations
£m £m £m £m
At 1 January 2007 133,904 31,746 12,889 178,539 Premiums 8,853 6,352 3,958 19,163 Surrenders (4,528) (3,476) (1,032) (9,036) Maturities/Deaths (6,787) (490) (395) (7,672)
Shareholders’ transfers post tax (279) – (21) (300) Investment-related items and other movements 7,194 1,225 1,458 9,877 Foreign exchange translation differences (67) (509) 322 (254) At 31 December 2007/1 January 2008 138,290 34,848 17,179 190,317
Premiums 9,372 6,728 4,162 20,262 Surrenders (4,281) (3,852) (1,191) (9,324) Maturities/Deaths (8,324) (564) (354) (9,242)
Shareholders’ transfers post tax (284) – (23) (307) Investment-related items and other movements (16,331) (4,552) (4,293) (25,176) Foreign exchange translation differences (2,481) 12,753 5,589 15,861 At 31 December 2008 115,961 45,361 21,069 182,391
The items above represent the amount attributable to changes in policyholder liabilities and unallocated surplus of with-profits funds as a result of each of the components listed.
176 Prudential plc Annual Report 2008
C: Group risk management
a Overview
As a provider of financial services, including insurance, the Group’s business is the managed acceptance of risk. The control procedures and systems established within the Group are designed to manage, rather than eliminate, the risk of failure to meet business objectives. They can only provide reasonable and not absolute assurance against material misstatement or loss, and focus on aligning the levels of risk-taking with the achievement of business objectives.
The Group’s internal control processes are detailed in the Group Governance Manual. This is supported by the Group risk framework, which provides an overview of the Group-wide philosophy and approach to risk management. Where appropriate, more detailed policies and procedures have been developed at Group and/or business unit levels. These include Group-wide mandatory policies on certain operational risks, including: health, safety, fraud, money laundering, bribery, business continuity, information security and operational security. Additional guidelines are provided for some aspects of actuarial and finance activity.
Prudential’s risk governance framework requires that all of the Group’s businesses and functions establish processes for identifying, evaluating and managing the key risks faced by the Group. The risk governance framework is based on the concept of ‘three lines of defence’: Risk management, risk oversight and independent assurance. Primary responsibility for strategy, performance management and risk control lies with the Board, the Group Chief Executive and the chief executives of each business unit. Risk oversight is provided by Group-level risk committees, chaired by the Chief Financial Officer with representation from business units and Group Head Office functions. The committees’ oversight is supported by the Group Chief Risk Officer. Independent assurance on the Group’s and business unit internal control and risk management systems is provided by Group-wide Internal Audit reporting to the Group and business unit audit committees.
The Group’s risk reporting framework forms an important part of the Group’s business planning process. Business units review their risks as part of the annual preparation of their business plans and review opportunities and risks against business objectives regularly with Group executive management.
Additional information on the Group’s risk framework is included in the risk and capital management section of the Group’s business review.
The management of the risk attached to the Group’s financial instruments and insurance liabilities, together with the inter-relationship with the management of capital may be summarised in the following sections.
b Group risk appetite
The Group risk appetite framework sets out the Group’s tolerance to risk management and return optimisation. The Group defines and monitors aggregate risk limits for its earnings volatility and its capital requirements.
i Earnings volatility:
The objectives of the limits are to ensure that (a) the volatility of earnings is consistent with stakeholder expectations, (b) the Group has adequate earnings (and cash flows) to service debt and expected dividends and (c) that earnings (and cash flows) are managed properly across geographies and are consistent with the Group’s funding strategies. The two measures used currently are European Embedded Value (EEV) operating profit based on longer-term investment returns and International Financial Reporting Standards (IFRS) operating profit based on longer-term investment returns.
ii Capital requirements:
The objectives of the limits are to ensure that (a) the Group meets the economic capital requirements at all times, (b) the Group achieves its desired target rating to meet its business objectives and (c) supervisory intervention is avoided. The two measures used are EU Insurance Groups Directive (IGD) capital requirements and economic capital requirements.
Business units must establish suitable market, credit, underwriting and liquidity limits that maintain financial risk exposures within the defined Group risk appetite.
The Group’s risk appetite framework forms an integral part of its annual business planning cycle. Throughout the year, the Group risk function monitors the Group’s risk profile against the agreed limits. Using submissions from business units, Group risk function calculates the Group position (allowing for diversification effects between business units) relative to the limits implied by the risk appetite statements.
The current market dislocation and increased risk of default led the Group to place an increased emphasis on the management of market and credit risk in the course of 2008. Market risk is managed such that as conditions evolve the risk profile is maintained within risk appetite in addition to business
unit operational limits on credit risk, the Group sets counterparty risk limits at Group level. Limits on the total Group-wide exposures to a single counterparty are specified within different credit rating ‘categories’. Actual exposures are monitored against these limits on a monthly basis.
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Financial statements B/C
Notes on the Group financial statements C: Group risk management continued
c Risk mitigation and hedging
The Group manages its actual risk profile against our tolerance of risk. To do this, the Group maintains risk registers that include details of the identified risks and of the controls and mitigating actions employed in managing them. Any mitigation strategies involving large transactions, such as a material derivative transaction, are subject to scrutiny at Group level before implementation.
The Group uses a range of risk management and mitigation strategies. The most important of these include: adjusting asset portfolios to reduce investment risks (such as duration mismatches or overweight counterparty exposures); using derivatives to hedge market risks; implementing reinsurance programmes to limit insurance risk; implementing corporate insurance programmes to limit the impact of operational risks; and revising business plans where appropriate.
i Use of derivatives
In the UK and Asia, Prudential uses derivatives to reduce equity and credit risk, interest rate and currency exposures, and to facilitate efficient investment management. In the US, Prudential uses derivatives to reduce interest rate risk, to facilitate efficient portfolio management and to match liabilities under annuity policies, and for certain equity-based product management activities.
Further details of the Group’s use of derivatives are explained in note G3.
ii Asset/liability management
Prudential manages its assets and liabilities locally, in accordance with local regulatory requirements and reflecting the differing types of liabilities of each business unit. Stochastic asset/liability modelling is carried out locally by business units to perform dynamic solvency testing and assess capital requirements. Reserve adequacy testing under a range of scenarios and dynamic solvency analysis is carried out, including under certain scenarios mandated by the US, the UK and Asian regulators.
A stochastic approach models the inter-relationship between asset and liability movements, taking into account asset correlation and policyholder behaviour, under a large number of possible scenarios. These scenarios are projected forward over a period of time, typically 25 years, and the liabilities and solvency position of the fund are calculated in each scenario in each future year. This allows the identification of which extreme scenarios will have the most adverse effects and what the best estimate outcome may be. The fund’s policy on management actions, including bonus and investment policy, are then set in order that they are consistent with the available capital and the targeted risk of default. This differs from a deterministic model, which would only consider the results from one carefully selected scenario.
For businesses that are most sensitive to interest rate changes, such as immediate annuity business, Prudential uses cash flow analysis to create a portfolio of fixed income securities whose value changes in line with the value of liabilities when interest rates change. This type of analysis helps protect profits and the capital position from changing interest rates. In the UK, the cash flow analysis is used in Prudential’s annuity business while, in the US, it is used for its interest-sensitive and fixed index annuities and stable value products such as Guaranteed Investment Contracts (GICs). Perfect matching is not possible, for example because of the nature of the liabilities (which might include guaranteed surrender values) and options for prepayment contained in the assets or the unavailability of assets with a sufficiently long duration.
For businesses that are most sensitive to equity price changes, Prudential uses stochastic modelling and scenario testing to look at the expected future returns on its investments under different scenarios that best reflect the large diversity in returns that equities can produce. This allows Prudential to devise an investment and with-profits policyholder bonus strategy that, on the model assumptions, allows it to optimise returns to its policyholders and shareholders over time, while maintaining appropriate financial strength. Prudential uses this method extensively in connection with its UK with-profits business.
All of Prudential’s investments are held either for risk management or investment purposes. This is because almost all of the investments support policyholder or customer liabilities of one form or another. Any assets that Prudential holds centrally that are not supporting customer liabilities are predominantly invested in short-term fixed income and fixed maturity securities.
The Group has contingency plans in place for a range of operational risk scenarios, including incident management and business continuity plans. As a contingency plan for liquidity risk, the Group has arranged access to committed revolving credit facilities and committed securities lending facilities.
d Risk exposures
The Group publishes separately within ‘Additional Information’ of its Group Annual Report a section on key risk factors, which discusses inherent risks in the business and trading environment.
i Market risks
Market risk is the risk that arises from adverse changes in the value of, or income from, assets and changes in interest rates or exchange rates.
Equity and interest rate risk
Prudential faces equity risk and interest rate risk because most of its assets are investments that are either equity type investments and subject to equity price risk, or bonds, mortgages or cash deposits, the values of which are subject to interest rate risk. The amount of risk borne by Prudential’s shareholders depends on the extent to which its customers share the investment risk through the structure of Prudential’s products.
178 Prudential plc Annual Report 2008
The split of Prudential’s investments between equity investments and interest-sensitive instruments depends principally on the type of liabilities supported by those investments and the amount of capital Prudential has available. The nature of some liabilities allows Prudential to invest a substantial portion of its investment funds in equity and property investments that Prudential believes produce greater returns over the long term. On the other hand Prudential has some liabilities that contain guaranteed returns and allow instant access (for example, interest-sensitive fixed annuities and immediate annuities), which generally will be supported by fixed income investments.
Foreign exchange risk
Prudential faces foreign exchange risk, primarily because its presentation currency is pounds sterling, whereas approximately 53 per cent of Prudential’s operating profit from continuing operations based on longer-term investment returns, as described in note B1, for the year ended 31 December 2008, came from Prudential’s US and Asian operations. The exposure relating to the translation of reported earnings is not separately managed although its impact is reduced by interest payments on foreign currency borrowings and by the adoption of average exchange rates for the translation of foreign currency revenues.
Approximately 83 per cent of the Group’s IFRS basis shareholders’ equity at 31 December 2008 arose in Prudential’s US and Asian operations (2007: approximately 70 per cent). To mitigate the exposure of the US component there are US$1.55 billion of borrowings held centrally. The Group has also entered into a US$2 billion net investment hedge which was reduced to US$600 million in December 2008 (see note G3). Net of the currency position arising from these instruments some 49 per cent of the Group’s shareholders’ funds are represented by net assets in currencies other than sterling.
Additional details on the market risks’ exposures of the UK, US and Asian insurance operations are provided in notes D2, D3 and D4, respectively.
ii Credit risk
Credit risk is the risk of loss to the Group if another party fails to perform its obligations, or fails to perform them in a timely manner. Credit risk is the Group’s most significant financial risk.
Some of Prudential’s businesses, in particular Jackson, the PAC with-profits fund and Prudential’s UK pension annuity business hold large amounts of interest-sensitive investments that contain credit risk on which a certain level of defaults is expected. These expected losses are considered when Prudential determines the crediting rates, deposit rates and premium rates for the products that will be supported by these assets. The key shareholder business exposed to credit risks is Jackson. Certain over-the-counter derivatives contain a credit risk element that is controlled through evaluation of collateral agreements and master netting agreements on interest rate and currency swaps. Prudential is also exposed to credit-related losses in the event of non-performance by counterparties.
Further analysis of the credit quality for the Group is shown in note B6. Additional details on the credit quality of the debt security portfolios of UK, US and Asian insurance operations are shown in notes D2, D3 and D4, respectively.
iii Liquidity risk
Liquidity risk is the risk that Prudential, though solvent on a balance sheet basis, either does not have the financial resources to meet its obligations as they fall due or can secure the resources only at excessive cost.The parent company has significant internal
resources of liquidity which are sufficient to meet all of its foreseeable future without having to utilise external funding. The Group maintains committed borrowing and securities lending facilities. In aggregate the Group has £2.1 billion of undrawn committed facilities of which it has recently renewed its £1.4 billion of the undrawn syndicated committed banking facility for a further three years as well as renewing the £500 million securities lending back-up facility.
iv Insurance risk
Insurance risk is the inherent uncertainty as to the occurrence, amount and timing of insurance liabilities. This includes adverse mortality, morbidity and persistency experience.
Prudential needs to make assumptions about a number of factors in determining the pricing of its products and for reporting the results of its long-term business operations. In common with other industry participants, the profitability of the Group’s businesses depends on a mix of factors including mortality and morbidity trends, voluntary discontinuance rates, investment performance, unit cost of administration and new business acquisition expenses.
For example, the assumption that Prudential makes about future expected levels of mortality is particularly relevant for its UK annuity business where, in exchange for their accumulated pension fund, pension annuity policyholders receive a guaranteed payment, for as long as they live. Prudential conducts rigorous research into longevity risk using data from its substantial annuitant portfolio. As part of its pension annuity pricing and reserving policy, Prudential UK assumes that current rates of mortality continuously improve over time at levels based on adjusted data from the Continuous Mortality Investigations (CMI) projections as published by the Institute and Faculty of Actuaries.
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Financial statements C
Notes on the Group financial statements C: Group risk management continued
d Risk exposures continued
Prudential’s voluntary discontinuance (persistency) assumptions reflect recent past experience for each relevant line of business, and any expectations of future persistency. Where appropriate, allowance is also made for the relationship, which is either assumed or historically observed, between persistency and investment returns and the resulting additional risk is allowed for.
v Non-financial risks – operational, business environment and strategic risk
Operational risk is the risk of direct or indirect loss resulting from inadequate or failed internal processes, people, systems or from external events. Business environment risk may arise from exposure to forces in the external environment that could significantly change the fundamentals that drive the business’s overall objectives and strategy. Strategic risk may arise from ineffective, inefficient or inadequate senior management processes for the development and implementation of business strategy in relation to the business environment and the Group’s capabilities.
Prudential is exposed to operational, business environment and strategic risk in the course of running its businesses.
Prudential processes a large number of complex transactions across numerous and diverse products, and is subject to a number of different legal and regulatory regimes. Prudential has a significant number of third-party relationships that are important to the distribution and processing of its products, as market counterparties and as business partners.
Quantitative analysis of operational risk exposures material to the Group is used to inform decisions on the overall amount of capital held and the adequacy of the corporate insurance programme.
e Regulatory capital requirements
Regulatory capital requirements apply at an individual company level for the Group’s life assurance and asset management business. These are described in sections D5 and E3 respectively.
In addition, the Group as a whole is subject to the capital adequacy requirements of the Insurance Groups Directive (IGD) as implemented by the FSA. The IGD pertains to groups whose activities are primarily concentrated in the insurance sector. Under this test the surplus capital held in each of the regulated subsidiaries is aggregated with the free assets of non-regulated subsidiaries. From this total Group borrowings are deducted, other than subordinated debt issues which qualify as capital. No credit for the benefit of diversification is allowed for under this approach. The test is passed when this aggregate number is positive: a negative result at any point in time is a notifiable breach of UK regulatory requirements.
Due to the geographically diverse nature of Prudential’s operations, the application of these requirements to Prudential is complex. In particular, for many of the Group’s Asian operations the assets, liabilities and capital requirements have to be recalculated based on FSA regulations as if the companies were directly subject to FSA regulation.
The FSA has established a structure for determining how much hybrid debt can count as capital which is similar to that used for banks. It categorises capital as Tier 1 (equity and preference shares), Upper Tier 2 and Lower Tier 2. Up to 15 per cent of Tier 1 capital can be in the form of hybrid debt and is called ‘Innovative Tier 1’. At 31 December 2008 the Group held £1,059 million (31 December 2007: £763 million) of Innovative Tier 1 capital in the form of perpetual securities, £nil (£nil) of Upper Tier 2 and £1,101 million (£932 million) of Lower Tier 2 capital. The increase in these amounts reflects exchange rate movements in 2008. Further details on these amounts and other Group borrowings are shown in note H13.
At 31 December 2007, Prudential met the requirements of the IGD. In addition, during 2008, Prudential met the ‘hard test’ of the FSA under the IGD. The IGD position as at 31 December 2008 will be submitted to the FSA by 30 April 2009 and at the time of preparation of these financial statements the surplus capital under the test was estimated to be around £1.7 billion before allowing for the 2008 final dividend giving a solvency ratio of 160 per cent. This is composed of the Group’s IGD surplus at
31 December 2008 which is estimated at £1.4 billion and of an additional £0.3 billion which the FSA has allowed the Group to include in the Group’s IGD surplus going forward as a result of an innovative structure the Group has developed. The £0.3 billion additional capital reflects the Group’s ability to realise a portion of the shareholders’ economic interest in the future transfers from the PAC with-profits fund. The intended sale of the Taiwan agency business announced on 20 February 2009, as discussed in note I10, will when completed increase the IGD surplus capital by approximately £0.8 billion, further strengthening IGD surplus capital to £2.5 billion.
Prudential’s approach to capital allocation takes into account a range of factors, especially risk adjusted returns on capital, the impact of alternative capital measurement bases (accounting, regulatory, economic and ratings agency assessments), tax efficiency and wider strategic objectives.
Prudential optimises capital allocation across the Group by using a consistent set of capital performance metrics across all business units to ensure meaningful comparison. Capital utilisation, return on capital and new business value creation are measured at a product level. The use of these capital performance metrics is embedded into our decision-making processes for product launches, product design and product pricing.
Prudential’s capital performance metrics are based on economic capital, which provides a realistic and consistent view of our capital requirements across the Group, allowing for diversification benefits. Economic capital also provides valuable insights into our risk profile and is used both for risk measurement and capital management.
Prudential’s detailed understanding of risk adjusted performance allows to manage proactively its allocation of capital to write new business to maximise risk adjusted value creation.
180 Prudential plc Annual Report 2008
D: Life assurance businesses
D1: Group overview
a Products and classification for IFRS reporting
The measurement basis of assets and liabilities of long-term business contracts is dependent upon the classification of the contracts under IFRS. Under IFRS 4, contracts are initially classified as being either ‘insurance’ contracts, if the level of insurance risk in the contracts is significant, or investment contracts, if the risk is insignificant.
Insurance contracts
Insurance contracts are permitted to be accounted for under previously applied GAAP. The Group has chosen to adopt this approach. However, as an improvement to accounting policy, permitted by IFRS 4, the Group has applied the measurement principles for with-profits contracts of UK regulated entities and disclosures of the UK Standard FRS 27 from 1 January 2005. An explanation of the provisions under FRS 27 is provided in note D2.
Under the previously applied GAAP, UK GAAP, the assets and liabilities of contracts are reported in accordance with the MSB of reporting as set out in the ABI SORP.
The insurance contracts of the Group’s shareholder-backed business fall broadly into the following categories:
• UK insurance operations
– bulk and individual annuity business, written primarily by Prudential Retirement Income Limited and other categories of non-participating UK business;
• Jackson
– fixed and variable annuity business and life insurance; and
• Prudential Corporation Asia
– non-participating term, whole life, and unit-linked policies, together with accident and health policies.
Investment contracts
Investment contracts are further delineated under IFRS 4 between those with and without discretionary participation features. For those contracts with discretionary participation features, IFRS 4 also permits the continued application of previously applied GAAP. The Group has adopted this approach, again subject to the FRS 27 improvement.
For investment contracts that do not contain discretionary participation features, IAS 39 and, where the contract includes an investment management element, IAS 18, apply measurement principles to assets and liabilities attaching to the contract that may diverge from those previously applied.
Contracts of the Group, which are classified as investment contracts that do not contain discretionary participation features, can be summarised as:
• UK
– certain unit-linked savings and similar contracts;
• Jackson
– GICs and funding agreements
– minor amounts of ‘annuity certain’ contracts; and
• Prudential Corporation Asia
– minor amounts for a number of small categories of business.
The accounting for the contracts of UK insurance operations and Jackson’s GICs and funding agreements are considered in turn below:
i Certain UK unit-linked savings and similar contracts
Deferred acquisition costs
Acquisition costs are deferred to the extent that it is appropriate to recognise an asset that represents the entity’s contractual right to benefit from providing investment management services and are amortised as the entity recognises the related revenue. IAS 18 further reduces the costs potentially capable of deferral to incremental costs only. Deferred acquisition costs are amortised to the income statement in line with service provision.
Deferred income reserves
These are required to be established under IAS 18 with amortisation over the expected life of the contract. The majority of the relevant UK contracts are single premium with the initial deferred income reflecting the ‘front-end load’ i.e. the difference between the premium paid and the amount credited to the unit fund. Deferred income is amortised to the income statement in line with service provision. The amortisation profile is either on a straight-line basis or, if more appropriate, a further deferral of income recognition is applied.
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Financial statements C/D
Notes on the Group financial statements D: Life assurance businesses continued
D1: Group overview continued
Sterling reserves
Prudent provisions established for possible future expenses not covered by future margins at a policy level reflecting the regulatory approach in the UK are not permitted for those contracts with insignificant insurance risk that are classified as investment contracts.
ii Jackson – GICs and funding arrangements
Under a traditional GIC, the policyholder makes a lump sum deposit. The interest rate paid is fixed and established when the contract is issued. Funding agreements are of a similar nature but the interest rate may be floating, based on a rate linked to an external index. The US GAAP accounting requirements for such contracts are very similar to those under IFRS on the amortised cost model for liability measurement.
b Concentration of risk i Business accepted
The Group’s exposure to life assurance risks is well-diversified. This is achieved through the geographical spread of the Group’s operations and, within those operations, through a broad mix of product types.
As part of the risk management framework, the Group regularly monitors concentration of risk using a variety of risk monitoring tools. Scenario testing and sensitivity analysis for the Group capital and profitability metrics involving IGD, Group economic capital, EEV and IFRS help identify concentrations of risks by risk types, products and business units, as well as the benefits of diversification of risks.
Credit risk remains one of the largest risk exposures. This reflects the relative size of exposure in Jackson and the UK shareholder annuities business. An example of the diversification benefits for Prudential is that adverse scenarios do not affect all business units in the same way, providing natural hedges within the Group. For example, the Group’s US business is sensitive to increasing interest rates, whereas, in contrast, several business units in Asia benefit from increasing rates. Conversely, these Asian business units are sensitive towards low interest rates, whereas for certain products in the US benefits from falling interest rates. The economic capital framework also takes into account situations where factors are correlated, for example the extent of correlation between UK and US economies.
The Group manages concentration of credit risks by setting limits on the maximum exposure to each counterparty based on their credit ratings. Business units are also required to disclose to the Group risk function all material risks, along with information on their severity and likelihood, and mitigating actions taken or planned.
ii Ceded business
The Group cedes certain business to other insurance companies. Although the ceding of insurance does not relieve the Group of liability to its policyholders, the Group participates in such agreements for the purpose of managing its loss exposure. The Group evaluates the financial condition of its reinsurers and monitors concentration of credit risk from similar geographic regions, activities or economic characteristics of the reinsurers to minimise its exposure from reinsurer insolvencies. There are no significant concentrations of reinsurance risk. At 31 December 2008, 98 per cent (2007: 98 per cent) of the reinsurance recoverable insurance assets were ceded by the Group’s UK and US operations, of which 91 per cent (2007: 88 per cent) of the balance were from reinsurers with Standard & Poor’s rating AA- and above. As a result of downgrading subsequent to the year end based on the ratings at the time of signing these consolidated financial statements, 93 per cent of the reinsurance recoverable insurance assets ceded by the Group UK and US operations were rated A and above with 39 per cent were rated AA- and above.
c Guarantees
Notes D2(e), D3(e), D4(e) and D4(j) provide details of guarantee features of the Group’s life assurance products. In the UK, guarantees of the with-profits products are valued for accounting purposes on a market consistent basis for 2008 as described in section D2(g)(ii). The UK business also has products with guaranteed annuity option features, mostly within SAIF, as described in section D2(e). There is little exposure to financial options and guarantees in the shareholder-backed business of the UK operations. The US business annuity products have a variety of option and guarantee features as described in section D3(e). Jackson’s derivative programme seeks to manage the exposures as described in section D3(f). The most significant exposure for the Group arises on Taiwan whole of life policies as described in section D4(j)(iii).
182 Prudential plc Annual Report 2008
d Amount, timing and uncertainty of future cash flows from insurance contracts
The factors that affect the amount, timing and uncertainty of future cash flows from insurance contracts depend upon the businesses concerned as described in subsequent sections. In general terms, the Group is managed by reference to a combination of measures. These measures include IFRS basis earnings, net shareholder cash flow to or from business units from or to central funds, and movements in the present value of future expected distributable earnings of in-force long-term insurance business. The latter item when added to the net assets is commonly referred to as Embedded Value.
The Group prepares and publishes supplementary information in accordance with the European Embedded Value (EEV) principles issued by the CFO Forum of European Insurance Companies in May 2004 and expanded by the addition of Additional Guidance on EEV Disclosures published in October 2005. Key elements of the EEV principles are the approach applied to allowing for risk and the use of best estimate assumptions to project future cash flows arising from the contracts.
The business covered by the EEV basis results includes both investment contracts as well as insurance contracts (as defined under IFRS 4). Investment contracts form a relatively small part of the Group’s long-term business as demonstrated by the carrying value of policyholder liabilities shown in the Group balance sheet.
The projected cash flows are those expected to arise under the contracts such as those arising from premiums, claims and expenses after appropriate allowance for future lapse behaviour and mortality and morbidity experience. The cash flows also include the expected future cash flows on assets covering liabilities and encumbered capital.
Encumbered capital is based on the Group’s internal target for economic capital subject to it meeting at least the local statutory minimum requirements. Economic capital is assessed using internal models but does not take credit for the significant diversification benefits that exist within the Group.
The valuation of the future cash flows also takes account of the ‘time value’ of option and guarantee features of the Group’s long-term business contracts. The time value reflects the variability of economic outcomes in the future. Where appropriate, a full stochastic valuation is undertaken to determine the value of the in-force business. Common principles are adopted across the Group for the stochastic asset model classes, for example, separate modelling of individual asset classes but with allowance for correlation between the various asset classes. In deriving the time value of financial options and guarantees, management actions in response to emerging investment and fund solvency conditions are modelled. In all instances, the modelled actions are in accordance with approved local practice and therefore reflect the options actually available to management. For the PAC with-profits sub-fund, the actions are consistent with those set out in the Principles and Practices of Financial Management.
The present value of the future distributable earnings is calculated using a risk discount rate which reflects both the time value of money and the risks
associated with the cash flows that are not otherwise allowed for. The risk allowance covers market and non-market risks.
Under Capital Asset Pricing Methodology (CAPM), the discount rate is determined as the aggregate of the risk-free rate and the risk margin for market risk. The latter is calculated as the ‘beta’ multiplied by the equity risk premium. Under CAPM, the beta of a portfolio or product measures its relative market risk. The risk discount rates reflect the market risk inherent in each product group and hence the volatility of product cash flows. They are determined by considering how the profits from each product are impacted by changes in expected returns on various asset classes, and by converting this into a relative rate of return, it is possible to derive a product specific beta.
Product specific discount rates are used in order to reflect the risk profile of each major territory and product group. No allowance is required for non-market risks where these are assumed to be fully diversifiable. The majority of non-market risks are considered to be diversifiable. Finance theory cannot be used to determine the appropriate component of beta for non-diversifiable non-market risks since there is no observable risk premium associated with it that is akin to the equity risk premium. Recognising this, a pragmatic approach has been used. A constant margin of 50 basis points (2007: 50 basis points) has been added to the risk margin derived for market risk to cover the non-diversifiable non-market risks associated with the business. For the UK shareholder-backed annuity business an additional margin of 100 basis points was used (2007: 100 basis points).
Product level betas are calculated each year. They are combined with the most recent product mix to produce appropriate betas and risk discount rates for each major product grouping.
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Financial statements D
Notes on the Group financial statements D: Life assurance businesses continued
D1: Group overview continued
e Sensitivity of IFRS basis profit or loss and equity to market and other risks i Overview of risks by business unit
The financial assets and liabilities attaching to the Group’s life assurance business are, to varying degrees, subject to market and insurance risk and other changes of experience assumptions that may have a material effect on IFRS basis profit or loss and equity.
Market risk is the risk that the fair value or future cash flows of a financial instrument or, in the case of liabilities of insurance contracts, their carrying value will fluctuate because of changes in market prices. Market risk comprises three types of risk, namely:
• Currency risk: due to changes in foreign exchange rates; • interest rate risk: due to changes in market interest rates; and
• other price risk: due to fluctuations in market prices (other than those arising from interest rate risk or currency risk).
Policyholder liabilities relating to the Group’s life assurance businesses are also sensitive to the effects of other changes in experience, or expected future experience, such as for mortality, other insurance risk and lapse risk.
In addition, the profitability of the Group’s life assurance businesses and, as described in Section E, Asset management business, is indirectly affected by the performance of the assets covering policyholder liabilities and related capital.
Three key points are to be noted, namely:
• The Group’s with-profit and unit-linked funds absorb most market risk attaching to the fund’s investments. Except for second order effects, for example on asset management fees and shareholders’ share of cost of bonuses for with-profits business, shareholder results are not directly affected by market value movements on the assets of these funds; • the Group’s shareholder results are most sensitive to market risks for assets of shareholder-backed business; and • the main exposures of the Group’s IFRS basis results to market risk for life assurance operations on investments of shareholder-backed business are for debt securities.
The most significant items for which the IFRS basis profit or loss and equity for the Group’s life assurance business is sensitive to these variables are shown in the following tables. The distinction between direct and indirect exposure is not intended to indicate the relative size of the sensitivity.
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Market and credit risk
Type of business Investments/derivatives Liabilities/unallocated Other exposure Insurance and lapse risk
UK insurance operations (see also section D2(j))
With-profits business Net neutral direct exposure (Indirect exposure only) Investment performance Persistency risk to (including Prudential subject to smoothing future shareholder Annuities Limited) through declared bonuses transfers SAIF sub-fund Net neutral direct exposure (Indirect exposure only) Asset management fees earned by M&G
Unit-linked business Net neutral direct exposure (Indirect exposure only) Investment performance Persistency risk through asset management fees Asset/liability mismatch risk Shareholder-backed Credit risk Mortality experience annuity business and assumptions for Interest rate risk for assets longevity in excess of liabilities i.e. representing shareholder capital
US insurance operations (see also section D3(j))
All business Currency risk Persistency risk Variable annuity Net effect of market risk arising from incidence of business guarantee features and variability of asset management fees offset by derivative hedging programme Fixed indexed Derivative hedge Incidence of equity annuity business programme to the participation features extent not fully hedged against liability and fund performance Fixed indexed annuity, Credit risk Spread difference Lapse risk but the Fixed annuity and Interest rate risk between earned rate effects of extreme GIC business and rate credited to events are mitigated policyholders by the use of swaption contracts These risks are reflected in volatile profit or loss and shareholders’ equity for derivative value movements and impairment losses, and, in addition, for shareholders’ equity for value movements on fixed income securities classified as ‘available for sale’ under IAS 39
Asian insurance operations (see also section D4(j))
Mortality and morbidity risk All business Currency risk Persistency risk With-profits business Net neutral direct exposure (Indirect exposure only) Investment performance subject to smoothing through declared bonuses Unit-linked business Net neutral direct exposure (Indirect exposure only) Investment performance through asset management fees Non-participating business (in particular Taiwan) Interest rate and price risk Long-term interest rates
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Financial statements D
Notes on the Group financial statements D: Life assurance businesses continued
D1: Group overview continued
ii IFRS shareholder results – Exposures for market and other risk
Key Group exposures
The IFRS operating profit based on longer-term investment returns for UK insurance operations has high potential sensitivity for changes to longevity assumptions affecting the carrying value of liabilities to policyholders for shareholder-backed annuity business. In addition, at the total IFRS profit level the result is sensitive to temporary value movements on assets backing IFRS equity.
For Jackson at the level of operating profit based on longer-term investment returns, the results are sensitive to market conditions to the extent of income earned on spread-based products and equity-based exposure (excluding movement in market implied volatility and based on average Corporate AA interest rates) not mitigated by the equity and interest derivative programmes. Jackson’s total profit and equity are exposed to similar market movements (including the effects of movements in market implied volatility and actual Corporate AA interest rates). In each case, IFRS profit or loss and equity movements arise from the accounting rather than economic effect of market value movements on assets and derivatives attaching to fixed annuity, term and institutional business.
Jackson’s derivative programme is used to substantially mitigate equity market risk attaching to its equity-based products and interest rate risk associated with its spread-based products. Movements in interest rates and credit spreads materially affect the carrying value of derivatives which are used to manage the liabilities to policyholders and backing investment assets of fixed annuity and other general account business. Combined with the use of US GAAP measurement for the asset and liabilities for the insurance contracts, which is largely insensitive to current period market movements, the Jackson total profit (i.e. including short-term fluctuations in investment returns) is very sensitive to market movements. In addition to these effects the Jackson IFRS equity is sensitive to the impact of interest rate and credit spread movements on the value of fixed income securities. Movements in unrealised appreciation on these securities are included as movement in equity (i.e. outside the income statement).
For Asian operations, other than possibly for the impact of any alteration to assumed long-term interest rates in Taiwan, the operating profit based on longer-term investment returns is mainly affected by the impact of market levels on unit-linked business persistency, and other insurance risk.
At the total IFRS profit level the Asian result is affected by short-term value movements on the asset portfolio for non-linked shareholder-backed business.
M&G profits are affected primarily by movements in the growth in funds under management and of the effect any impairment on the loan book and fair value movements on debt securities held by Prudential Capital.
Market and credit risk
UK insurance operations
With-profits business
• With-profits business
Shareholder results of UK with-profits business are sensitive to market risk only through the indirect effect of investment performance on declared policyholder bonuses.
The investment assets of the PAC with-profits fund are subject to market risk. However, changes in their carrying value, net of related changes to asset-share liabilities of with-profit contracts, affect the level of unallocated surplus of the fund. As unallocated surplus is accounted for as a liability under IFRS, movements in its value do not affect shareholders’ profit or equity.
The shareholder results of the UK with-profits fund correspond to the shareholders’ share of the cost of bonuses declared on the with-profits business. This currently corresponds to one-ninth of the cost of bonuses declared.
Investment performance is a key driver of bonuses, and hence the shareholders’ share of cost of bonuses. Due to the ‘smoothed’ basis of bonus declaration the sensitivity to investment performance in a single year is low. However, over multiple periods it is important.
• Prudential Annuities Limited (PAL)
PAL’s business is not with-profit, it writes annuity business. However, as PAL is owned by the PAC with-profits sub-fund, changes in the carrying value of PAL’s assets and liabilities are reflected in the liability for unallocated surplus which as described above, changes to which do not affect shareholder results.
• Scottish Amicable Insurance Fund (SAIF)
SAIF is a ring-fenced fund in which, apart from asset management fees, shareholders have no interest. Accordingly, the Group’s IFRS profit and equity are insensitive to the direct effects of market risk attaching to SAIF’s assets and liabilities.
186 Prudential plc Annual Report 2008
Shareholder-backed business
The factors that may significantly affect the IFRS results of UK shareholder-backed business are the mortality experience and assumptions and credit risk attaching to the annuity business of Prudential Retirement Income Limited and the PAC non-profit sub-fund.
• Prudential Retirement Income Limited (PRIL)
The assets covering PRIL’s liabilities are principally debt securities and other investments that are held to match the expected duration and payment characteristics of the policyholder liabilities. These liabilities are valued for IFRS reporting purposes by applying discount rates that reflect the market rates of return attaching to the covering assets.
Except mainly to the extent of any minor asset/liability duration mismatch and exposure to credit risk, the sensitivity of the Group’s results to market risk for movements in the carrying value of PRIL’s liabilities and covering assets is broadly neutral on a net basis.
The main market risk sensitivity for PRIL arises from interest rate risk on the debt securities which substantially represent IFRS equity. This equity comprises the net assets held within the long-term fund of the company that cover regulatory basis liabilities that are not recognised for IFRS reporting purposes, for example contingency reserves, and shareholder capital held outside the long-term fund.
The principal items affecting the IFRS results for PRIL are mortality experience and assumptions and credit risk.
• PAC non-profit sub-fund
The PAC non-profit sub-fund principally comprises annuity business previously written by Scottish Amicable Life, credit life, unit-linked and other non-participating business.
The financial assets covering the liabilities for those types of business are subject to market risk. However, for the annuity business the same considerations as described above for PRIL apply, whilst the liabilities of the unit-linked business change in line with the matching linked assets. Other liabilities of the PAC non-profit sub-fund are broadly insensitive to market risk.
• Other shareholder-backed unit-linked business
Due to the matching of policyholder liabilities to attaching asset value movements the UK unit-linked business is not directly affected by market or credit risk. The principal factor affecting the IFRS results is investment performance through asset management fees.
Jackson
The IFRS basis results of Jackson are highly sensitive to market risk on the assets covering liabilities other than variable annuity business segregated in the separate accounts.
Invested assets covering liabilities for these types of business and related capital comprise principally debt securities classified as available-for-sale. Value movements for these securities are reflected as movements in shareholders’ equity. Other invested assets and derivatives are carried at fair value with the value movements reflected in the income statement.
By contrast, the IFRS insurance liabilities for these types of business of Jackson, by the application of grandfathered GAAP under IFRS 4, are measured on US GAAP bases which with the exception of certain items covered by the equity hedging programme, are generally insensitive to temporary changes in market conditions or the short-term returns on the attaching asset portfolios.
These differences in carrying value of debt securities, other invested assets, derivatives and insurance liabilities give rise to potentially significant volatility in the IFRS income statement and shareholders’ equity. As with other shareholder-backed business the profit or loss for Jackson is presented in the Group’s supplementary basis of reporting as described in note B1, by distinguishing the result for the year between an operating result based on longer-term investment returns and short-term fluctuations in investment returns. In this way the most significant direct effect of market changes that have taken place to the Jackson result are separately identified.
Excluding these short-term effects, the factors that most significantly affect the Jackson IFRS operating result based on long-term investment returns are:
• Variable annuity business – net effect of market risk arising from the incidence and valuation guarantee features and variability of asset management fees offset by derivative hedging performance. The net effect of market risk in Jackson’s guarantees and derivatives included in operating result excludes the impact of changes in market implied volatility. Further movements in reserves for guarantees reflected in operating result are also based on a long-term average Corporate AA credit curve instead of the actual Corporate AA credit curve at the valuation date; • fixed annuity business – the spread differential between the earned rate and the rate credited to policyholders; and • fixed index annuity business – the spread differential between the earned rate and the rate credited to policyholders and incidence of equity index participation features, net of the related hedging performance.
In addition, the total profit for Jackson is affected by the level of impairment losses on the debt securities portfolios, short-term value movements on derivatives held to manage the fixed annuity and other general account business, other temporary value movements on portfolio investments, and those arising on revaluing the embedded derivative components of variable annuity liabilities for the effects of short-term movements in AA corporate bond rate curves and equity volatility levels.
187
Financial statements D
Notes on the Group financial statements D: Life assurance businesses continued
D1: Group overview continued
Asian operations
For Asian with-profits business the same features apply as described above for UK with-profits business. Similarly, as for other parts of the Group, for unit-linked business the main factor affecting IFRS basis results is investment performance through asset management fees.
The sensitivity of the IFRS basis results of the Group’s Asian operations to market risk is primarily restricted to the non-participating business.
This sensitivity is primarily reflected through the volatility of asset returns coupled with the fact that the accounting carrying value of liabilities to policyholders are only partially sensitive to changed market conditions. As for UK shareholder-backed operations and Jackson, the IFRS profit is distinguished in the Group’s supplementary analysis so as to distinguish operating profits based on longer-term investment return and short-term fluctuations in investment returns.
In addition to these features the overriding factor that affects IFRS basis results for Asian non-participating business is the return on the assets covering the Taiwan whole of life policies. This factor directly affects the actual return in any given reporting period. In addition though, the measurement of the liabilities to policyholders and the carrying value of deferred acquisition costs for this business is dependant upon an assessment of longer-term interest rates. This key feature is described in more detail in notes D4(g) and (j)(iii).
Insurance and lapse risk
The features described above cover the main sensitivities of IFRS profit and loss and equity for market, insurance and credit risk. Lapse and longevity risk may also be a key determination of IFRS basis results with variable impacts.
In the UK, adverse persistency experience can affect the level of profitability from with-profits and unit-linked business. For with-profits business in any given year, the amount represented by the shareholders’ share of cost of bonus may be only marginally affected. However, altered persistency trends may affect future expected shareholder transfers.
By contrast, Group IFRS operating profit is particularly sensitive to longevity shocks that result in changes of assumption for the UK shareholder-backed annuity business.
Jackson is sensitive to lapse risk. However, Jackson uses swaption derivatives to ameliorate the effect of a sharp rise in interest rates, which would be the most likely cause of a sudden change in policyholder behaviour.
iii Impact of diversification on risk exposure
The Group enjoys significant diversification benefits. This arises because not all risk scenarios will happen at the same time and across all geographic regions. The Group tests the sensitivities of results to different correlation factors such as:
Correlation across geographic regions
• Financial risk factors
• Non-financial risk factors.
Correlation across risk factors
• Longevity risk
• Expenses
• Persistency
• Other risks.
The effect of Group diversification is to significantly reduce the aggregate standalone volatility risk to IFRS operating profit based on longer-term investment returns. The effect is almost wholly explained by the correlations across risk types, in particular longevity risk.
f Duration of liabilities
Under the terms of the Group’s contracts, as for life assurance contracts generally, the contractual maturity date is the earlier of the end of the contract term, death, other insurable events or surrender. The Group has therefore chosen to provide details of liability duration that reflect the actuarially determined best estimate of the likely incidence of these factors on contract duration. Details are shown in sections D2(k), D3(k) and D4(k).
In the years 2004 to 2008, claims paid on the Group’s life assurance contracts including those classified as investment contracts under IFRS 4 ranged from £13 billion to £19 billion. Indicatively, it is to be expected that, of the Group’s policyholder liabilities (excluding unallocated surplus) at 31 December 2008 of £174 billion, the amounts likely to be paid in 2009 will be of a similar magnitude.
188 Prudential plc Annual Report 2008
D2: UK insurance operations
a Summary balance sheet
In order to explain the different types of UK business and fund structure, the balance sheet of the UK insurance operations may be analysed by the assets and liabilities of the Scottish Amicable Insurance Fund (SAIF), the PAC with-profits sub-fund, unit-linked, annuity (principally PRIL) and other business. The assets and liabilities of these funds and subsidiaries are shown in the table below.
PAC with-profits sub-fund note i Other funds and subsidiaries
Scottish Unit- UK insurance Amicable Excluding Prudential linked Annuity operations Insurance Prudential Annuities assets and other 2008 2007 Fund Annuities Limited Total and long-term note ii Limited note iii note iv liabilities business Total Total Total
£m £m £m £m £m £m £m £m £m
Assets
Intangible assets attributable to shareholders: Deferred acquisition costs and other intangible assets 134 134 134 157 134 134 134 157 Intangible assets attributable to PAC with-profits fund: In respect of acquired subsidiaries for venture fund and other investment purposes – 174 – 174 – – – 174 192 Deferred acquisition costs 3 10 – 10 – – – 13 19
3 184 – 184 – – – 187 211 Total 3 184 – 184 – 134 134 321 368 Deferred tax assets 7 174 98 272 – 234 234 513 105 Other non-investment and non-cash assets 244 2,246 380 2,626 443 1,649 2,092 4,962 4,110 Investments of long-term business and other operations: Investment properties 882 8,365 664 9,029 710 1,338 2,048 11,959 13,666 Financial investments: Loans note v 194 1,000 151 1,151 – 557 557 1,902 1,245 Equity securities and portfolio holdings in unit trusts 3,718 25,056 247 25,303 9,827 32 9,859 38,880 60,829 Debt securities note vi 4,218 21,658 11,888 33,546 4,409 16,698 21,107 58,871 57,180 Other investments note vii 777 2,761 219 2,980 136 267 403 4,160 3,391 Deposits 649 3,974 160 4,134 489 818 1,307 6,090 7,228 Total investments 10,438 62,814 13,329 76,143 15,571 19,710 35,281 121,862 143,539 Held for sale assets – – – – – – – – 30 Cash and cash equivalents 196 707 184 891 979 505 1,484 2,571 1,869
Total assets 10,888 66,125 13,991 80,116 16,993 22,232 39,225 130,229 150,021
189
Financial statements D
Notes on the Group financial statements D: Life assurance businesses continued
D2: UK insurance operations continued
PAC with-profits sub-fund note i Other funds and subsidiaries
Scottish Unit- UK insurance Amicable Excluding Prudential linked Annuity operations Insurance Prudential Annuities assets and other 2008 2007 Fund Annuities Limited Total and long-term note ii Limited note iii note iv liabilities business Total Total Total
£m £m £m £m £m £m £m £m £m
Equity and liabilities
Equity
Shareholders’ equity – – – – – 1,655 1,655 1,655 1,364 Minority interests 16 31 – 31 – – – 47 42 Total equity 16 31 – 31 – 1,655 1,655 1,702 1,406
Liabilities
Policyholder liabilities and unallocated surplus of with-profits funds:
Insurance contract liabilities 9,524 29,486 11,477 40,963 6,041 16,228 22,269 72,756 82,938 Investment contract liabilities with discretionary participation features 494 22,873 – 22,873 – – – 23,367 29,466 Investment contract liabilities without discretionary participation features – – – – 10,277 1,307 11,584 11,584 12,073 Unallocated surplus of with-profits funds (reflecting application of ‘realistic’ provisions for UK regulated with-profits funds) – 6,705 1,549 8,254 – – – 8,254 13,813 Total 10,018 59,064 13,026 72,090 16,318 17,535 33,853 115,961 138,290 Operational borrowings attributable to shareholder-financed operations – – – – – 54 54 54 12 Borrowings attributable to with-profits funds 112 1,196 – 1,196 – – – 1,308 987 Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements 260 997 313 1,310 – 681 681 2,251 1,360 Net asset value attributable to unit holders of consolidated unit trusts and similar funds – 924 19 943 555 38 593 1,536 1,751 Current tax liabilities 3 35 19 54 – 70 70 127 507 Deferred tax liabilities 28 663 295 958 – 435 435 1,421 2,383 Accruals and deferred income 17 185 – 185 – 63 63 265 289 Other creditors 20 567 8 575 – 1,024 1,024 1,619 1,913 Provisions – 67 – 67 – 200 200 267 326 Derivative liabilities 414 2,303 280 2,583 – 404 404 3,401 699 Other liabilities – 93 31 124 120 73 193 317 98 Total 742 5,834 965 6,799 675 2,988 3,663 11,204 9,326 Total liabilities 10,872 66,094 13,991 80,085 16,993 20,577 37,570 128,527 148,615
Total equity and liabilities 10,888 66,125 13,991 80,116 16,993 22,232 39,225 130,229 150,021
190 Prudential plc Annual Report 2008
Notes i For the purposes of this table and subsequent explanation, references to the WPSF also include, for convenience, the amounts attaching to the Defined Charges Participating Sub-fund. ii SAIF is a separate sub-fund within the PAC long-term business fund. iii Wholly-owned subsidiary of the PAC WPSF that writes annuity business. iv Excluding policyholder liabilities of the Hong Kong branch of PAC. v The loans of the Group’s UK insurance operations of £1,902 million (2007: £1,245 million) comprise mortgage loans of £701 million (2007: £449 million), policy loans of £29 million (2007: £35 million) and other loans of £1,172 million (2007: £761 million). The mortgage loans are collateralised by properties. Other loans are all commercial loans and comprise mainly syndicated loans held by the PAC with-profits fund. vi Included in debt securities above are £13,026 million (2007: £11,149 million) of securities which are not quoted on active markets and for which fair value is determined using internal valuation techniques, or is provided by brokers or pricing services, where the specific securities have been valued using valuation techniques by these third-party providers. Of this amount, £12,341 million (2007: £10,640 million) related to securities held by with-profit operations and £685 million (2007: £509 million) related to securities held by the UK shareholder-backed business. See note G1 for additional details. vii Other investments comprise:
2008 2007
£m £m
Derivative assets note G3 1,326 571 Partnerships in investment pools and other 2,834 2,820
4,160 3,391
Partnerships in investment pools and other comprise mainly investments held by the PAC with-profits fund. These investments are primarily venture fund investments and investment in property funds and limited partnerships.
191
Financial statements D
Notes on the Group financial statements D: Life assurance businesses continued
D2: UK insurance operations continued
b Reconciliation of movement in investments
A reconciliation of the total investments of UK insurance operations from the beginning of the year to the end of the year is as follows:
PAC with-profits sub-fund Other funds and subsidiaries
Scottish Excluding Annuity UK Amicable Prudential Prudential Unit-linked and other insurance Insurance Annuities Annuities assets and long-term operations Fund Limited Limited Total liabilities business Total
£m £m £m £m £m £m £m
At 1 January 2007
Total investments 14,201 74,463 15,305 89,768 17,237 17,331 138,537 Less: Investments held by consolidated investment funds – – – – – (1,179) (1,179) Less: Derivative liabilities (36) (169) (44) (213) – (19) (268) Directly held investments, net of derivative liabilities 14,165 74,294 15,261 89,555 17,237 16,133 137,090 Net cash inflow from operating activities (829) 1,100 (216) 884 595 2,478 3,128 Realised gains (losses) in the year 637 3,364 73 3,437 693 (107) 4,660 Unrealised gains (losses) in the year (420) (847) (650) (1,497) (478) (394) (2,789) Foreign exchange translation differences – 99 – 99 – – 99 Movement in the year of directly held investments, net of derivative liabilities (612) 3,716 (793) 2,923 810 1,977 5,098 At 31 December 2007/1 January 2008 Total investments 13,665 78,487 14,515 93,002 18,047 18,825 143,539 Less: Investments held by consolidated investment funds – – – – – (662) (662) Less: Derivative liabilities note G3 (112) (477) (47) (524) – (53) (689) Directly held investments, net of derivative liabilities 13,553 78,010 14,468 92,478 18,047 18,110 142,188 Net cash inflow from operating activities (1,245) (1,396) (211) (1,607) 811 2,928 887 Realised gains (losses) in the year 276 84 25 109 (156) (156) 73 Unrealised gains (losses) in the year (2,560) (17,991) (1,236) (19,227) (3,568) (1,577) (26,932) Foreign exchange translation differences – 1,631 3 1,634 (1) 3 1,636 Movement in the year of directly held investments, net of derivative liabilities (3,529) (17,672) (1,419) (19,091) (2,914) 1,198 (24,336) At 31 December 2008 Total investments 10,438 62,814 13,329 76,143 15,571 19,710 121,862 Less: Investments held by consolidated investment funds – (145) – (145) (424) (40) (609) Less: Derivative liabilities note G3 (414) (2,331) (280) (2,611) (14) (362) (3,401) Directly held investments, net of derivative liabilities 10,024 60,338 13,049 73,387 15,133 19,308 117,852
192 Prudential plc Annual Report 2008
c Reconciliation of movement in policyholder liabilities and unallocated surplus of with-profits funds
A reconciliation of the total policyholder liabilities and unallocated surplus of with-profits funds of UK insurance operations from the beginning of the year to the end of the year is as follows:
Other funds and subsidiaries SAIF Annuity and PAC and other UK insurance with-profits Unit-linked long-term operations sub-fund liabilities business Total
£m £m £m £m
At 1 January 2007 101,616 18,187 14,101 133,904 Premiums 4,459 2,115 2,279 8,853 Surrenders (2,879) (1,636) (13) (4,528) Maturities/Deaths (4,987) (790) (1,010) (6,787) Shareholders transfers post tax (279) – – (279) Switches (352) 352 – –Assumption changes (shareholder-backed business) note D2(i) – – (34) (34) Investment-related items and other movements 6,256 749 223 7,228 Foreign exchange translation differences (62) – (5) (67) At 31 December 2007/1 January 2008 103,772 18,977 15,541 138,290 Premiums 3,157 2,435 3,780 9,372 Surrenders (2,336) (1,838) (107) (4,281) Maturities/Deaths (6,309) (666) (1,349) (8,324) Shareholders transfers post tax (284) – – (284) Switches (360) 360 – –Assumption changes (shareholder-backed business) note D2(i) – – 447 447 Investment-related items and other movements (13,049) (2,952) (777) (16,778) Foreign exchange translation differences (2,483) 2 – (2,481) At 31 December 2008 82,108 16,318 17,535 115,961
193
Financial statements D
Notes on the Group financial statements D: Life assurance businesses continued
D2: UK insurance operations continued
d Information on credit risk of debt securities
The following table summarises by rating the securities held by UK insurance operations as at 31 December 2008 and 2007:
Other funds and PAC with-profits sub-fund subsidiaries
Unit- UK insurance Scottish Excluding linked Annuity operations Amicable Prudential Prudential assets and other 2008 2007 Insurance Annuities Annuities and long-term Fund Limited Limited Total liabilities business Total Total
£m £m £m £m £m £m £m £m
S&P – AAA 1,139 5,765 3,176 8,941 2,866 6,035 18,981 21,556 S&P – AA+ to AA- 318 1,817 1,389 3,206 423 2,065 6,012 6,173 S&P – A+ to A- 1,058 5,804 3,295 9,099 815 4,957 15,929 12,557 S&P – BBB+ to BBB- 789 3,875 919 4,794 210 1,620 7,413 5,409 S&P – Other 152 794 16 810 71 – 1,033 942 3,456 18,055 8,795 26,850 4,385 14,677 49,368 46,637 Moody’s – Aaa 111 344 89 433 9 128 681 1,021 Moody’s – Aa1 to Aa3 66 353 255 608 – 159 833 587 Moody’s – A1 to A3 43 222 232 454 – 181 678 944 Moody’s – Baa1 to Baa3 35 146 138 284 – 135 454 490 Moody’s – Other 4 136 12 148 – 10 162 410 259 1,201 726 1,927 9 613 2,808 3,452 Fitch 34 181 188 369 – 157 560 682 Other 469 2,221 2,179 4,400 15 1,251 6,135 6,409 Total debt securities 4,218 21,658 11,888 33,546 4,409 16,698 58,871 57,180
In the table above S&P ratings have been used where available. For securities where S&P ratings are not available those produced by Moody’s and then Fitch have been used as an alternative.
Where no external ratings are available internal ratings produced by the Group’s asset management operations, which are prepared on the Company’s assessment of a comparable basis to external ratings, are used where possible. Of the total debt securities held at 31 December 2008 which are not externally rated, £2,325 million (2007: £2,972 million) were internally rated AAA to A-, £3,149 million (2007: £2,844 million) were internally rated BBB+ to B- and £661 million (2007: £593 million) were unrated. The majority of unrated debt security investments were held in SAIF and the PAC with-profits fund and relate to convertible debt and other investments which are not covered by ratings analysts nor have an internal rating attributed to them.
As detailed in note D2(j) below, the primary sensitivity of IFRS basis profit or loss and shareholders’ equity relates to non-linked shareholder-backed business which covers other funds and subsidiaries in the table above.
e Products and guarantees
Prudential’s long-term products in the UK consist of life insurance, pension products and pension annuities. These products are written primarily in:
• One of three separate sub-funds of the PAC long-term fund, namely the with-profits sub-fund, SAIF, and the non-profit sub-fund;
• Prudential Annuities Limited, which is owned by the PAC with-profits sub-fund;
• Prudential Retirement Income Limited, a shareholder-owned subsidiary; or
• Other shareholder-backed subsidiaries writing mainly non-profit unit-linked business.
i With-profits products and PAC with-profits sub-fund
Within the balance sheet of UK insurance operations at 31 December 2008, as shown in note D2(a), there are policyholder liabilities and unallocated surplus of £72.1 billion (2007: £90.5 billion) that relate to the WPSF. These amounts include the liabilities and capital of Prudential Annuities Limited, a wholly owned subsidiary of the fund. The WPSF mainly contains with-profits business but it also contains some non-profit business (unit-linked, term assurances and annuities). The WPSF’s profits are apportioned 90 per cent to its policyholders and 10 per cent to shareholders as surplus for distribution is determined via the annual actuarial valuation.
194 Prudential plc Annual Report 2008
With-profits products provide returns to policyholders through bonuses that are ‘smoothed’. There are two types of bonuses: ‘annual’ and ‘final’. Annual bonuses are declared once a year, and once credited, are guaranteed in accordance with the terms of the particular product. Unlike annual bonuses, final bonuses are guaranteed only until the next bonus declaration.
When determining policy payouts, including final bonuses, Prudential considers policyholders’ reasonable expectations, the need to smooth claim values and payments from year to year and competitive considerations, together with ‘asset shares’ for specimen policies. Asset shares broadly reflect the value of premiums paid plus the investment return on the assets notionally attributed to the policy, less the other items to be charged such as expenses and the cost of the life insurance cover.
For many years, UK with-profits product providers, such as Prudential, have been required by law and regulation to consider the reasonable expectations of policyholders in setting bonus levels. This concept is established by statute but is not defined. However, it is defined within the regulatory framework, which also more recently contains an explicit requirement to treat customers fairly.
The WPSF held a provision of £42 million at 31 December 2008 (2007: £45 million) to honour guarantees on a small amount of guaranteed annuity products. SAIF’s exposure to guaranteed annuities is described below.
Beyond the generic guarantees described above, there are very few explicit options or guarantees such as minimum investment returns, surrender values or annuities at retirement and any granted have generally been at very low levels.
ii Annuity business
Prudential’s conventional annuities include level, fixed increase and retail price index (RPI) annuities. They are mainly written within the subsidiaries PAL, PRIL, Prudential Pensions Limited and the PAC with-profits sub-fund, but there are some annuity liabilities in the non-profit sub-fund and SAIF.
Prudential’s fixed-increase annuities incorporate automatic increases in annuity payments by fixed amounts over the policyholder’s life. The RPI annuities that Prudential offers provide for a regular annuity payment to which an additional amount is added periodically based on the increase in the UK RPI.
Prudential’s with-profits annuities, which are written in the WPSF, combine the income features of annuity products with the investment smoothing features of with-profits products and enable policyholders to obtain exposure to investment return on the WPSF’s equity shares, property and other investment categories over time. Policyholders select an ‘anticipated bonus’ from the specific range Prudential offers for the particular product. The amount of the annuity payment each year depends upon the relationship between the anticipated bonus rate selected by the policyholder when the product is purchased and the bonus rates Prudential subsequently declares each year during the term of the product. If the total bonus rates fall below the anticipated rate, then the annuity income falls.
On 31 December 2007, Prudential completed the transfer of 62,000 with-profits annuity policies from Equitable Life, with assets of approximately £1.7 billion. The policies transferred form part of the Defined Charge Participating Sub-Fund of Prudential’s with-profit fund. Profits to shareholders will emerge on a ‘charges less expenses’ basis and policyholders will be entitled to 100 per cent of the investment earnings.
At 31 December 2008, £29.4 billion (2007: £29.5 billion) of investments relate to annuity business of PAL and PRIL. These investments are predominantly in debt securities (including retail price index-linked bonds to match retail price index-linked annuities), loans and deposits and are duration matched with the estimated duration of the liabilities they support.
iii SAIF
SAIF is a ring-fenced sub-fund of the PAC long-term fund formed following the acquisition of the mutually owned Scottish Amicable Life Assurance Society in 1997. No new business may be written in SAIF, although regular premiums are still being paid on policies in force at the time of the acquisition and incremental premiums are permitted on these policies.
The fund is solely for the benefit of policyholders of SAIF. Shareholders have no interest in the profits of this fund although they are entitled to asset management fees on this business.
The process for determining policyholder bonuses of SAIF with-profits policies, which constitute the vast majority of obligations of the funds, is similar to that for the with-profits policies of the WPSF. However, in addition, the surplus assets in SAIF are allocated to policies in an orderly and equitable distribution over time as enhancements to policyholder benefits i.e. in excess of those based on asset share.
Provision is made for the risks attaching to some SAIF unitised with-profits policies that have MVR-free dates and for those SAIF products which have a guaranteed minimum benefit on death or maturity of premiums accumulated at four per cent per annum.
The Group’s main exposure to guaranteed annuities in the UK is through SAIF and a provision of £391 million was held in SAIF at 31 December 2008 (2007: £563 million) to honour the guarantees. As SAIF is a separate sub-fund solely for the benefit of policyholders of SAIF this provision has no impact on the financial position of the Group’s shareholders’ equity.
195
Financial statements D
Notes on the Group financial statements D: Life assurance businesses continued
D2: UK insurance operations continued
iv Unit-linked (non-annuity) and other non-profit business
Prudential UK insurance operations also have an extensive book of unit-linked policies of varying types and provide a range of other non-profit business such as credit life and protection contracts. These contracts do not contain significant financial guarantees.
There are no guaranteed maturity values or guaranteed annuity options on unit-linked policies except for minor amounts for certain policies linked to cash units within SAIF.
f Exposure to market risk i Non-linked life and pension business
For with-profits business, the absence of guaranteed surrender values and the flexibility given by the operation of the bonus system means that the majority of the investments backing the with-profits business are in equities and real estate with the balance in debt securities, deposits and loans.
The investments supporting the protection business are small in value and tend to be fixed maturities reflecting the guaranteed nature of the liabilities.
ii Pension annuity business
Prudential’s UK annuity business mainly employs fixed income investments (including UK retail price index-linked assets) because the liabilities consist of guaranteed payments for as long as each annuitant or surviving partner is alive. Retail price index-linked assets are used to back pension annuities where the payments are linked to the RPI.
iii Unit-linked business
Except through the second order effect on asset management fees, the unit-linked business of the UK insurance operations is not exposed to market risk. The lack of exposure arises from the contract nature whereby policyholder benefits reflect asset value movements of the unit-linked funds.
g Process for setting assumptions and determining contract liabilities i Overview
The calculation of the contract liabilities involves the setting of assumptions for future experience. This is done following detailed review of the relevant experience including, in particular, mortality, expenses, tax, economic assumptions and where applicable, persistency.
For with-profits business written in the WPSF or SAIF, a market consistent valuation is performed (as described in section (ii) below). Additional assumptions required are for persistency and the management actions under which the fund is managed. Assumptions used for a market consistent valuation typically do not contain margins, whereas those used for the valuation of other classes of business do.
Mortality assumptions are set based on the results of the most recent experience analysis looking at the experience over recent years of the relevant business. For non-profit business, a margin for adverse deviation is added. Different assumptions are applied for different product groups. For annuitant mortality, assumptions for current mortality rates are based on recent experience investigations and expected future improvements in mortality. The expected future improvements are based on recent experience and projections of the business and industry experience generally.
Maintenance and, for some classes of business, termination expense assumptions are expressed as per policy amounts. They are set based on the expenses incurred during the year, including an allowance for ongoing investment expenditure and allocated between entities and product groups in accordance with the operation’s internal cost allocation model. For non-profit business a margin for adverse deviation is added to this amount. Expense inflation assumptions are set consistent with the economic basis and based on the difference between yields on nominal gilts and index-linked gilts.
The actual renewal expenses charged to SAIF continued to be based on the tariff arrangement specified in the Scottish Amicable Life Assurance Society Scheme up to 31 December 2007, when the tariff arrangement terminated. This provided an additional margin in SAIF as the unit costs derived from actual expenses (and used to derive the recommended assumptions) were generally significantly greater than the tariff costs. From 1 January 2008 the full expenses incurred are being charged to SAIF.
The assumptions for asset management expenses are based on the charges specified in agreements with the Group’s asset management operations, plus a margin for adverse deviation for non-profit business.
Tax assumptions are set equal to current rates of taxation.
For non-profit business excluding unit-linked business, the valuation interest rates used to discount the liabilities are based on the yields as at the valuation date on the assets backing the technical provisions. For fixed interest securities the gross redemption yield is used except for the PAL and PRIL annuity business where the internal rate of return of the assets backing the liabilities is used. For property it is the rental yield, and for equities it is the greater of the dividend yield and the average of the dividend yield and the earnings yield. An adjustment is made to the yield on non risk-free fixed interest securities and property to reflect credit risk. To calculate the non-unit reserves for linked business, assumptions have been set for the gross unit growth rate and the rate of inflation of maintenance expenses, as well as for the valuation interest rate as described above.
196 Prudential plc Annual Report 2008
ii WPSF and SAIF
The policyholder liabilities reported for the WPSF are primarily for two broad types of business. These are accumulating and conventional with-profits contracts. The policyholder liabilities of the WPSF are accounted for under FRS 27.
The provisions have been determined on a basis consistent with the detailed methodology included in regulations contained in the FSA’s rules for the determination of reserves on the FSA’s ‘realistic’ Peak 2 basis. In aggregate, the regime has the effect of placing a value on the liabilities of UK with-profits contracts, which reflects the amounts expected to be paid based on the current value of investments held by the with-profits funds and current circumstances. These contracts are a combination of insurance and investment contracts with discretionary participation features, as defined by IFRS 4.
The FSA’s Peak 2 calculation under the realistic regime requires the value of liabilities to be calculated as:
• The with-profits benefits reserve (WPBR); plus • future policy related liabilities (FPRL); plus • the realistic current liabilities of the fund.
The WPBR is primarily based on the retrospective calculation of accumulated asset shares but is adjusted to reflect future expected policyholder benefits and other outgoings. Asset shares are calculated as the accumulation of all items of income and outgo that are relevant to each policy type. Income comprises credits for premiums, investment returns (including unrealised gains), and miscellaneous profits. Outgo comprises charges for tax (including an allowance for tax on unrealised gains), guarantees and smoothing, mortality and morbidity, shareholders’ profit transfers, miscellaneous losses, and expenses and commission (net of any tax relief).
The FPRL must include a market consistent valuation of costs of guarantees, options and smoothing, less any related charges, and this amount must be determined using either a stochastic approach, hedging costs or a series of deterministic projections with attributed probabilities.
The assumptions used in the stochastic models are calibrated to produce risk-free returns on each asset class. Volatilities of, and correlations between, investment returns from different asset classes are as determined by the Group’s Portfolio Management Group and aim to be market consistent.
The cost of guarantees, options and smoothing is very sensitive to the bonus, market value reduction (MVR), and investment policy employed and therefore the stochastic modelling incorporates a range of management actions that would help to protect the fund in adverse investment scenarios. Substantial flexibility has been included in the modelled management actions in order to reflect the discretion that is retained in adverse investment conditions, thereby avoiding the creation of unreasonable minimum capital requirements. The management actions assumed are consistent with the Group’s management policy for with-profits funds and the Group’s disclosures in the publicly available Principles and Practices of Financial Management.
The contract liabilities for with-profits business also require assumptions for persistency. These are set based on the results of recent experience analysis.
iii Annuity business
Credit risk provisions
For IFRS reporting, the results for UK shareholder-backed annuity business are particularly sensitive to the allowances made for credit risk. The allowance is reflected in the deduction from the valuation rate of interest for discounting projected future annuity payments to policyholders that would have otherwise applied. The valuation rate that is applied includes a liquidity premium that reflects the residual element of current bond spreads over swap rates after providing for the credit risk allowance.
Financial statements D
197
Notes on the Group financial statements
D: Life assurance businesses
continued
D2: UK insurance operations continued
The weighted components of the bond spread over swap rates for shareholder-backed fixed and linked annuity business for PRIL
on the IFRS basis at 31 December 2008 based on the asset mix at that date are as follows:
2008
Adjustment
Pillar I from
Regulatory regulatory
basis to IFRS basis IFRS
(bps) (bps) (bps)
Bond spread over swap rates note i 323 – 323
Credit risk allowance
Long-term expected defaults note ii 15 – 15
Long-term credit risk premium note iii 11 – 11
Short-term allowance for credit risk note iv 54(25) 29
Total credit risk allowance 80(25) 55
Liquidity premium 243 25 268
By comparison, for 2007, the weighted components of the bond spread over swap rates for shareholder-backed fixed and linked
annuity business on the IFRS basis at 31 December 2007 based on the asset mix of the portfolio at that date were as follows:
2007
Adjustment
Pillar I from
Regulatory regulatory
basis to IFRS basis IFRS
(bps) (bps) (bps)
Bond spread over swap rates note i 76 – 76
Credit risk allowance
Long-term expected defaults note ii 13 – 13
Long-term credit risk premium note iii 10(3) 7
Short-term allowance for credit risk note iv 10(10) –
Total credit risk allowance 33(13) 20
Liquidity premium 43 13 56
Notes
i Bond spread over swap rates reflect market observed data to credit spreads.
ii Long-term expected defaults; this is derived by applying Moody’s data from 1970 to 2004 uplifted by between 100 per cent (B) and 200 per cent
(AAA) according to credit rating on the annuity asset portfolio. The credit rating assigned to each asset held is based on external credit rating and for
this purpose the credit rating assigned to each asset held is the lowest credit rating published by Moody’s, Standard and Poors and Fitch.
iii Long-term credit risk premium; this provides compensation against the risk of potential volatility in the level of defaults and is derived by applying the
95th percentile from Moody’s data from 1970 to 2004 to the annuity asset portfolio.
iv During the second half of 2007, corporate bond spreads widened significantly and the methodology was reviewed to ensure that it still made
appropriate allowance for credit risk. As a result of this review a short-term allowance for credit risk was established to allow for the concern that
credit ratings applied by rating agencies to individual bonds might be over optimistic.
The short-term allowance for credit risk assumed in the Pillar I solvency valuation has been determined as 25 per cent of the increase in corporate
bond spreads (as estimated from the movements in published corporate bond indices) since 31 December 2006.
The approach for IFRS, however, aims to establish liabilities that are closer to ‘best estimate’. The very prudent Pillar I regulatory basis reflects the
overriding objective of ensuring sufficient provisions and capital to ensure payments to policyholders can be made. In previous years long-term IFRS
default assumptions were set mid-way between the EEV and Pillar I assumptions. At 31 December 2008, in light of the increase uncertainty
surrounding future credit default experience, the IFRS long-term assumptions have been strengthened to bring them into line with the long-term
Pillar I default assumptions. In addition a short-term allowance for credit risk has been established but at a lower level than allowed for in the Pillar I
regulatory basis.
198 Prudential plc Annual Report 2008
Mortality
The mortality assumptions are set in light of recent population and internal experience. The assumptions used are percentages of standard actuarial mortality tables with an allowance for future mortality improvements. Where annuities have been sold on an enhanced basis to impaired lives an additional age adjustment is made. The percentages of the standard table used are selected according to the source of business. The range of percentages used is set out in the following tables:
PAL PRIL 2008 Males Females Males Females
In payment 102% – 126% PNMA00 84% – 117% PNFA00 97% – 102% PNMA00 88% – 98% PNFA00
(C = 2000) with medium (C = 2000) with 75% (C = 2000) with medium (C = 2000) with 75% cohort improvement of medium cohort cohort improvement of medium cohort table with a minimum improvement table table with a minimum improvement table annual improvement with a minimum annual annual improvement with a minimum annual of 2.25% up to age 90, improvement of 1.25% of 2.25% up to age 90, improvement of 1.25% tapering to zero at up to age 90, tapering tapering to zero at up to age 90, tapering age 120 to zero at age 120 age 120 to zero at age 120
In deferment AM92 minus 4 years AF92 minus 4 years AM92 minus 4 years AF92 minus 4 years
PAL PRIL 2007 Males Females Males Females
In payment 106% – 126% PNMA00 84% – 117% PNFA00 99% – 114% PNMA00 85% – 103% PNFA00
(C = 2000) with medium (C = 2000) with 75% (C = 2000) with medium (C = 2000) with 75% cohort improvement of medium cohort cohort improvement of medium cohort table with a minimum improvement table table with a minimum improvement table annual improvement with a minimum annual annual improvement with a minimum annual of 2.25% up to age 90, improvement of 1.25% of 2.25% up to age 90, improvement of 1.25% tapering to zero at up to age 90, tapering tapering to zero at up to age 90, tapering age 120 to zero at age 120 age 120 to zero at age 120
In deferment AM92 minus 4 years AF92 minus 4 years AM92 minus 4 years AF92 minus 4 years
PAL PRIL statements Financial
2006 Males Females Males Females
In payment 106% – 126% PNMA00 84% – 117% PNFA00 99% – 114% PNMA00 85% – 103% PNFA00
(C = 2000) with medium (C = 2000) with 75% (C = 2000) with medium (C = 2000) with 75% cohort improvement of medium cohort cohort improvement of medium cohort table with a minimum improvement table table with a minimum improvement table annual improvement with a minimum annual annual improvement with a minimum annual of 1.25% improvement of 0.75% of 1.25% improvement of 0.75%
In deferment AM92 minus 4 years AF92 minus 4 years AM92 minus 4 years AF92 minus 4 years
iv Unit-linked (non-annuity) and other non-profit business
The majority of other long-term business written in the UK insurance operations is unit-linked business or other business with similar features. For these contracts the attaching liability reflects the unit value obligation and provision for expenses and mortality risk. The latter component is determined by applying mortality assumptions on a basis that is appropriate for the policyholder profile.
For unit-linked business, the assets covering unit liabilities are exposed to market risk, but the residual risk when considering the unit-linked liabilities and assets together is limited to the effect on fund-based charges.
For those contracts where the level of insurance risk is insignificant the assets and liabilities arising under the contracts are distinguished between those that relate to the financial instrument liability and acquisition costs and deferred income that relate to the component of the contract that
relates to investment management. Acquisition costs and deferred income are recognised D consistent with the level of service provision in line with the requirements of IAS 18.
199
Notes on the Group financial statements D: Life assurance businesses continued
D2: UK insurance operations continued
h Reinsurance
The Group’s UK insurance business cedes only minor amounts of business outside the Group. During 2008, reinsurance premiums for externally ceded business were £61 million (2007: £59 million) and reinsurance recoverable insurance assets were £416 million (2007: £335 million) in aggregate. The gains and losses recognised in profit and loss for these contracts were immaterial.
i Effect of changes in assumptions used to measure insurance assets and liabilities
2008
Mortality
Recent mortality experience has been in line with expectations and no change is therefore required to the overall strength of mortality assumptions at 31 December 2008. However, current mortality assumptions have been rebalanced across different categories of business so that they are more closely aligned to the actual experience of each product category. The overall effect of rebalancing the assumptions between different product groups is financially neutral.
Credit risk
In total, for 2008, the effect of changes to the allowance for credit risk and the effect of portfolio rebalancing gives rise to a charge of £23 million. For shareholder-backed annuity and lifetime mortgage business, the operating profit based on longer-term investment returns includes a charge of £413 million for the additional credit risk allowance in line with the assumptions shown above in D2(g), for the annuity portfolio as a whole. Partially offsetting this is a credit of £390 million for the effect of
£2.8 billion of portfolio rebalancing to more closely align with management benchmark. The credit reflects the additional yield expected after allowing for additional credit risk arising from the rebalancing.
Aggregate effect of assumptions changes
For UK insurance operations, the effects of assumptions changes were as follows:
2008 £m 2008 £m
Shareholder-With-profits
backed sub-fund business
Effect of (strengthening) weakening of mortality assumptions (60) (4) Modelling of management actionsnote a 421 –(Strengthening) weakening of other assumptions 75 –436 (4)
Release of other margins:
Projected benefit related 10 10 Investment related: Additional credit default margins (369) note b(413) Deflation risk margins (30) (32) Expense related 36 (8) Net credit to unallocated surplus 83 Net charge to shareholder result (447)
Notes a The £421 million credit for modelling of management actions relates primarily to enhancements for actions in the event of solvency distress scenarios. b Net of additional credit risk allowance attaching to effect of portfolio balancing described above. c In 2008, no changes to mortality assumptions were made or necessary.
200 Prudential plc Annual Report 2008
2007
The 2007 results for shareholder-backed annuity business were determined after making changes to mortality assumptions with a resulting charge of £276 million and releasing excess margins in the aggregate liabilities that had previously been set aside as an indirect extra allowance for longevity related risks of £310 million as shown in the table below.
For UK insurance operations, the 2007 results were determined after making changes to mortality assumptions for the annuity business and other assumptions for the WPSF and releasing excess margins in the aggregate liabilities that had previously been set aside as an indirect extra allowance for longevity related risks, as shown below.
2008 £m 2007 £m
Shareholder-With-profits backed sub-fund business
Effect of strengthening of mortality assumptionsnote a (435) (276) Modelling of management actionsnote b (167) –Strengthening of other assumptionsnote c (62) –(664) (276) Release of other margins: Projected benefit relatednote d 13 104 Investment related:note e Default margins 199 48 Asset management fees 60 –259 48 Expense relatednotes c,f – 68
Othernotes c,g – 90
Net charge to unallocated surplus 272 310 Net credit to shareholder result (392) 34
Notes a The mortality assumptions have been strengthened by increasing the minimum level of future improvement rate. b Given the continuing strong financial position of the fund, the assumed management actions relating to with-profits business have been revised in order to better reflect the benefits to policyholders that can be supported by the fund. c The effects of the strengthening of other assumptions for the WPSF of £62 million is net of a release of PAL’s expense reserve of £11 million and other additional margins in PAL’s liabilities of £40 million. d The release of projected benefit related margins primarily relates to modelling improvements that have been made during 2007. Financial e The release of investment-related margins includes £48 million in respect of default margins for shareholder-backed business and £199 million for statements PAL. The resulting assumptions for expected defaults, after allowing for the release of margins, remain appropriate given economic conditions at
31 December 2007. In addition, for PAL, there is a release of £60 million in respect of asset management fees. f A release of expense reserves has been made following recent expense reductions. g This amount reflects the release of other additional margins in the liabilities that are no longer appropriate in light of the explicit strengthening of the mortality assumptions.
j Sensitivity of IFRS basis profit or loss and equity to market and other risks
The risks to which the IFRS basis results of the UK insurance operations are sensitive are asset/liability matching, mortality experience and payment assumptions for shareholder-backed annuity business. Further details are described below.
i With-profits business
SAIF
Shareholders have no interest in the profits of SAIF but are entitled to the asset management fees paid on the assets of the fund.
With-profits sub-fund business
For with-profits business (including non-participating business of PAL which is owned by the WPSF) adjustments to liabilities and any related tax effects are recognised in the income statement. However, except for any impact on the annual declaration of bonuses, shareholders’ profit for with-profits business is unaffected. This is because IFRS basis profits for with-profits business, which are determined on the same basis as on preceding UK GAAP, solely reflect one-ninth of the cost of bonuses declared for the year.
The main factors that influence the determination of bonus rates are the return on the investments of the fund, the effect of inflation, taxation, the expenses of the fund chargeable to policyholders and the degree to which investment returns are
D smoothed. Mortality and other insurance risk are relatively minor factors.
Unallocated surplus represents the excess of assets over policyholder liabilities of the fund. As unallocated surplus of the WPSF is recorded as a liability, movements in its value do not affect shareholders’ profits or equity.
The level of unallocated surplus is particularly sensitive to the level of investment returns on the portion of the life fund assets that represents the surplus. The effects for 2008 and 2007 are demonstrated in note D5.
201
Notes on the Group financial statements D: Life assurance businesses continued
D2: UK insurance operations continued
ii Shareholder-backed annuity business
Profits from shareholder-backed annuity business are most sensitive to:
• The extent to which the duration of the assets held closely matches the expected duration of the liabilities under the contracts. Assuming close matching, the impact of short-term asset value movements as a result of interest rate movements will broadly offset changes in the value of liabilities caused by movements in valuation rates of interest; • actual versus expected default rates on assets held; • the difference between long-term rates of return on corporate bonds and risk-free rates; • the variance between actual and expected mortality experience; • the extent to which expected future mortality experience gives rise to changes in the measurement of liabilities; and • changes in renewal expense levels.
A decrease in assumed mortality rates of one per cent would decrease gross profits by approximately £35 million (2007: £35 million). A decrease in credit default assumptions of five basis points would increase gross profits by
£71 million (2007: £72 million). A decrease in renewal expenses (excluding asset management expenses) of five per cent would increase gross profits by £15 million (2007: £13 million). The effect on profits would be approximately symmetrical for changes in assumptions that are directionally opposite to those explained above.
iii Unit-linked and other business
Unit-linked and other business represents a comparatively small proportion of the in-force business of the UK insurance operations.
Profits from unit-linked and similar contracts primarily arise from the excess of charges to policyholders, for management of assets under the Company’s stewardship, over expenses incurred. The former is most sensitive to the net accretion of funds under management as a function of new business and lapse and mortality experience. The accounting impact of the latter is dependent upon the amortisation of acquisition costs in line with the emergence of margins (for insurance contracts) and amortisation in line with service provision (for the investment management component of investment contracts). By virtue of the design features of most of the contracts which provide low levels of mortality cover, the profits are relatively insensitive to changes in mortality experience.
iv Shareholder exposure to interest rate risk and other market risk
By virtue of the fund structure, product features and basis of accounting described in note D2(e) and (g), the policyholder liabilities of the UK insurance operations are, except for pension annuity business, not generally exposed to interest rate risk. For pension annuity business, liabilities are exposed to fair value interest rate risk. However, the net exposure to the PAC WPSF (for PAL) and shareholders (for liabilities of PRIL and the non-profit sub-fund) is very substantially ameliorated by virtue of the close matching of assets with appropriate duration.
The close matching by the Group of assets of appropriate duration to annuity liabilities is based on maintaining economic and regulatory capital. The measurement of liabilities under capital reporting requirements and IFRS is not the same as detailed in note D2(g)(iii), with contingency reserves and some other margins for prudence within the assumptions required under the FSA regulatory solvency basis not included for IFRS reporting purposes. As a result IFRS equity is higher than regulatory capital and therefore more sensitive to interest rate risk.
202 Prudential plc Annual Report 2008
In light of the recent market conditions, the Group has extended the range of the movements in interest rates that are reasonably possible to occur at 31 December 2008 in its interest rate sensitivity analysis. Consequently, in addition to the movement in interest rates of one per cent as applied at 31 December 2007, for 2008, the Group has also estimated the sensitivity to movement in interest rates of two per cent. The estimated sensitivity of the UK non-linked shareholder-backed business (principally pension annuities business) to a movement in interest rates of one per cent as at 31 December 2008 and 2007 and of a movement in interest rates of two per cent as at 31 December 2008 are as follows.
2008 £m 2007 £m
A decrease A decrease An increase An increase A decrease An increase of 2% of 1% of 1% of 2% of 1% of 1%
Carrying value of debt securities and derivatives 4,362 1,983 (1,676) (3,108) 1,930 (1,634) Policyholder liabilities (3,974) (1,798) 1,503 2,773 (1,777) 1,467 Related deferred tax effects (109) (52) 48 94 (43) 47 Net sensitivity of profit after tax and shareholders’ equity 279 133 (125) (241) 110 (120)
In addition the shareholder-backed portfolio of UK non-linked insurance operations covering liabilities and shareholders’ equity includes equity securities and investment property. Similar to the sensitivity analysis to interest rate movement above, the Group has also extended the range of reasonably possible movements in the value of equity securities and investment property at
31 December 2008. In addition to the movement of 10 per cent as applied at 31 December 2007, for 2008, the Group has also estimated the sensitivity to movements of 20 and 40 per cent. Excluding any second order effects on the measurement of the liabilities for future cash flow to the policyholder, a 10 per cent fall in their value at 31 December 2008 and 2007 and a 20 and 40 per cent fall in their value at 31 December 2008 would have given rise to the following effects on pre-tax profit, profit after tax, and shareholders’ equity.
2008 £m 2007 £m A decrease A decrease A decrease A decrease of 40% of 20% of 10% of 10%
Pre-tax profit (508) (254) (127) (86) Related deferred tax effects 142 71 35 24 Net sensitivity of profit after tax and shareholders’ equity (366) (183) (92) (62)
A 10, 20 or 40 per cent increase in their value would have an approximately equal and opposite effect on profit and shareholders’ equity to the sensitivities shown above. The market risk sensitivities shown above reflect the impact of temporary market Financial movements and, therefore, the primary effect of such movements would, in the Group’s supplementary analysis of profits, statements be included within the short-term fluctuations in investment returns.
D
203
Notes on the Group financial statements D: Life assurance businesses continued
D2: UK insurance operations continued
k Duration of liabilities
With the exception of most unitised with-profits bonds and other whole of life contracts the majority of the contracts of the UK insurance operations have a contract term. However, in effect, the maturity term of contracts reflects the earlier of death, maturity, or lapsation. In addition, with-profit contract liabilities as noted in note D2(g) above include projected future bonuses based on current investment values. The actual amounts payable will vary with future investment performance of SAIF and the WPSF.
The tables below show the carrying value of the policyholder liabilities. Separately, the Group uses cash flow projections of expected benefit payments as part of the determination of the value of in-force business when preparing EEV basis results. The tables below also show the maturity profile of the cash flows used for 2008 and 2007 for that purpose for insurance contracts, as defined by IFRS, i.e. those containing significant insurance risk, and investment contracts, which do not.
2008 £m
Annuity business
With-profits business (Insurance contracts) Other Insurance Investment Insurance Investment contracts contracts Total PAL PRIL Total contracts contracts Total
Policyholder liabilities 39,010 23,367 62,377 11,477 12,513 23,990 9,756 11,584 21,340
2008 %
Expected maturity:
0 to 5 years 47 26 38 30 29 29 31 32 32 5 to 10 years 26 23 25 24 23 23 23 22 23 10 to 15 years 13 19 15 18 17 18 18 18 18 15 to 20 years 7 15 10 12 13 13 12 12 12 20 to 25 years 4 11 7 8 8 8 8 7 7 Over 25 years 3 6 5 8 10 9 8 9 8
2007 £m
Annuity business
With-profits business (Insurance contracts) Other Insurance Investment Insurance Investment contracts contracts Total PAL PRIL Total contracts contracts Total
Policyholder liabilities 47,915 29,480 77,395 12,564 13,402 25,966 9,057 12,059 21,116
2007 %
Expected maturity:
0 to 5 years 47 25 38 32 31 32 32 31 31 5 to 10 years 27 23 26 24 23 24 23 22 23 10 to 15 years 13 19 16 18 17 17 18 20 19 15 to 20 years 7 15 10 12 12 12 12 13 12 20 to 25 years 4 11 6 7 8 7 8 6 7 Over 25 years 2 7 4 7 9 8 7 8 8
Notes i The cash flow projections of expected benefit payments used in the maturity profile table above are from value of in-force business and exclude the value of future new business, including vesting of internal pension contracts. ii Benefit payments do not reflect the pattern of bonuses and shareholder transfers in respect of the with-profits business. iii Investment contracts under Other comprise certain unit-linked and similar contracts accounted for under IAS 39 and IAS 18. iv For business with no maturity term included within the contracts, for example with-profits investment bonds such as Prudence Bond, an assumption is made as to likely duration based on prior experience. v The maturity tables shown above have been prepared on a discounted basis. Details of undiscounted cash flow for investment contracts are shown in note G2.
204 Prudential plc Annual Report 2008
D3: US insurance operations
a Summary results and balance sheet i Results and movements on shareholders’ equity
2008 £m 2007 £m
Operating profit based on longer-term investment returns 406 444 Short-term fluctuations in investment returns (1,058) (18) (Loss) profit before shareholder tax (652) 426 Tax 72 (126) (Loss) profit for the year (580) 300
2008 £m 2007 £m
(Loss) profit for the year (580) 300 Items recognised directly in equity: Exchange movements 785 (42) Unrealised valuation movements on securities classified as available-for-sale: Unrealised holding losses arising during the year (3,197) (231) Less losses included in the income statement 487 (13)
(2,710) (244) Related change in amortisation of deferred income and acquisition costs 1,070 88 Related tax 569 54 Total items of income and expense recognised directly in equity (286) (144) Total income and expense for the year (866) 156 Transfers to Central companies (126) (122) Net (decrease) increase in equity (992) 34 Shareholders’ equity at beginning of year 2,690 2,656
Shareholders’ equity at end of year 1,698 2,690
Included within the movements in shareholders’ equity is a net reduction in value of Jackson’s debt securities classified as ‘available-for-sale’ under IAS 39 of £2,710 million (2007: £244 million). This reduction reflects the effects of widening of global credit spreads partially offset by the effect of reduced risk-free interest rates and a steepening yield curve.These temporary Financial market movements do not reflect defaults or impairments. statements With the exception of debt securities for US insurance operations classified as ‘available-for-sale’ under IAS 39, unrealised value movements on the Group’s investments are booked within the income statement. For debt securities classified as ‘available–for-sale’, unless impaired, fair value movements are recorded as a movement in shareholder reserves direct to equity.
Realised gains and losses, including impairments, are recorded in the income statement. In 2008, Jackson recorded £497 million (2007: £35 million) of impairment losses arising from:
2008 £m 2007 £m
Residential mortgage-backed securities 167 –Public fixed income 311 21 Other 19 14
497 35
D
205
Notes on the Group financial statements D: Life assurance businesses continued
D3: US insurance operations continued
Further details on the impairment losses recognised in the year are shown in note B1. Jackson’s portfolio of debt securities is managed proactively with credit analysts closely monitoring and reporting on the credit quality of its holdings. Jackson continues to review its investments on a case-by-case basis to determine whether any decline in fair value represents an impairment. In addition, investment in structured securities where market prices are depressed are subject to a rigorous review of their future estimated cash flows, including expected and stress case scenarios, to identify potential shortfalls in contractual payments. Impairment charges are generally recorded on structured securities when the Company forecasts a contractual payment shortfall. The impairment loss reflects the difference between the fair value and book value.
A portion of the impairment losses arising in 2008 arose on residential mortgage-backed securities (RMBS). The impairment testing for RMBS was determined using a cash flow modelling approach designed to estimate future principal losses on underlying collateral mortgage loans supporting the investments in the structures. Principal loss estimates were based on the current delinquency/foreclosure statistics for the underlying pools. In aggregate, the more severe the current delinquency/foreclosure statistics for an underlying pool, the higher the principal losses projected. Projected underlying losses for each collateral pool are then run through a model of the bond structure to calculate the expected future cash flows of the bond. This cash flow simulation will indicate the extent of estimated future principal losses on securitisation tranches held by Jackson. In 2008, the collateral performance of these RMBS has deteriorated coupled with the deterioration of the market price of these securities.
Note D3(d) below shows fair value of certain structured debt securities of Jackson when the markets are not active due to market illiquidity.
In general, the debt securities of the Group’s US insurance operations are purchased with the intention and the ability to hold them for the longer term. In 2008, there was a movement in the balance sheet value for debt securities classified as available-for-sale from a net unrealised loss of £136 million to a net unrealised loss of £2,897 million (2007: net unrealised gain of £110 million to a net unrealised loss of £136 million). During 2008, as a result of these factors, the gross unrealised gain in the balance sheet decreased from £303 million at 31 December 2007 to £281 million at 31 December 2008 while the gross unrealised loss increased from £439 million at 31 December 2007 to £3,178 million at 31 December 2008. Details of the securities in an unrealised loss position are shown in D3(d) below.
These features are included in the table shown below of the movements in the values of available-for-sale securities:
2008 2007 Changes in Foreign unrealised† exchange appreciation translation
£m £m £m £m
Assets fair valued at below book value
Book value 20,600 10,730 Unrealised loss (3,178) (2,572) (167) (439) Fair value (as included in balance sheet) 17,422 10,291 Assets fair valued at or above book value Book value 6,296 8,041 Unrealised gain 281 (138) 116 303 Fair value (as included in balance sheet) 6,577 8,344
Total
Book value 26,896 18,771 Net unrealised (loss) gain (2,897) (2,710) (51) (136) Fair value (as included in balance sheet)* 23,999 18,635
Reflected as part of movement in shareholders’ equity
Movement in unrealised appreciation (2,710) (244) Exchange movements (51) (2)
(2,761) (246)
*Debt securities for US operations as included in the balance sheet of £24,249 million (2007: £19,002 million) comprise £23,999 million
(2007: £18,635 million) in respect of securities classified as ‘available-for-sale’ and £250 million (2007: £367 million) for securities of consolidated investment funds classified as ‘fair value through profit and loss’.
†Translated at the closing rate of US$1.44: £1
Included within the movement in unrealised losses for the debt securities of Jackson of £2,572 million (2007: £183 million) as shown above was a value reduction of £134 million (2007: £55 million) relating to the sub-prime and Alt-A securities as referred to in section B6.
206 Prudential plc Annual Report 2008
ii Balance sheet
Variable annuity Fixed US insurance operations separate account annuity, GIC assets and and other 2008 2007 liabilities business note i note i Total Total
£m £m £m £m
Assets
Intangible assets attributable to shareholders:
Deferred acquisition costs and other intangible assets – 3,962 3,962 1,928 Total – 3,962 3,962 1,928 Deferred tax assets – 1,969 1,969 657 Other non-investment and non-cash assets – 1,819 1,819 994 Investments of long-term business and other operations: Investment properties – 13 13 8 Financial investments: Loansnote ii – 5,121 5,121 3,258 Equity securities and portfolio holdings in unit trusts 14,538 604 15,142 15,507 Debt securitiesD3d – 24,249 24,249 19,002 Other investmentsnote iii – 1,256 1,256 762 Deposits – 390 390 258 Total investments 14,538 31,633 46,171 38,795 Cash and cash equivalents – 246 246 169
Total assets 14,538 39,629 54,167 42,543 Equity and liabilities
Equity
Shareholders’ equity – 1,698 1,698 2,690 Minority interests – – – 1 Total equity – 1,698 1,698 2,691
Liabilities
Policyholder liabilities:note iv
Insurance contract liabilities 14,538 27,938 42,476 32,926 Investment contract liabilities without discretionary participation features (GIC and annuity certain) – 2,885 2,885 1,922 Financial Total 14,538 30,823 45,361 34,848 statements Core structural borrowings of shareholder-financed operations – 173 173 125 Operational borrowings attributable to shareholder-financed operations – 511 511 591 Other non-insurance liabilities: Obligations under funding, securities lending and sale and repurchase agreements – 3,321 3,321 2,721 Net asset value attributable to unit holders of consolidated unit trusts and similar funds – 88 88 65 Deferred tax liabilities – 1,337 1,337 639 Other creditors – 529 529 333 Provisions – 23 23 19 Derivative liabilities – 863 863 158 Other liabilities – 263 263 353 Total – 6,424 6,424 4,288 Total liabilities 14,538 37,931 52,469 39,852
Total equity and liabilities 14,538 39,629 54,167 42,543
Notes i Assets and liabilities attaching to variable annuity business that are not held in the separate account are shown within other business. ii Loans
The loans of Jackson of £5,121 million (2007: £3,258 million) comprise mortgage loans of £4,534 million (2007: £2,841 million) and policy loans of
D
£587 million (2007: £417 million). All of the mortgage loans are commercial mortgage loans which are collateralised by properties. The property types are mainly industrial, multi-family residential, suburban office, retail and hotel.
Jackson’s mortgage loan portfolio does not include any single-family residential mortgage loans and is therefore not exposed to the risk of defaults associated with residential sub-prime mortgage loans.
The policy loans are fully secured by individual life insurance policies or annuity policies. These loans are accounted for at amortised cost, less any impairment.
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Notes on the Group financial statements D: Life assurance businesses continued
D3: US insurance operations continued
Notes continued iii Other investments comprise:
2008 2007
£m £m
Derivative assetsnote G3 675 390 Partnerships in investment pools and other 581 372
1,256 762
Partnerships in investment pools and other comprise primarily investments in limited partnerships. These include interest in the PPM America Private Equity Fund and diversified investments in 157 (2007: 164) other partnerships by independent money managers that generally invest in various equities and fixed income loans and securities. iv Summary policyholder liabilities (net of reinsurance) and reserves at 31 December 2008 The policyholder liabilities, net of reinsurers’ share of £800 million (2007: £436 million), reflect balances in respect of the following:
2008 2007
£m £m
Policy reserves and liabilities on non-linked business:
Reserves for future policyholder benefits and claims payable 2,518 916 Deposits on investment contracts (as defined under US GAAP) 24,962 16,784 Guaranteed investment contracts 2,543 1,685 Unit-linked (variable annuity) business 14,538 15,027
44,561 34,412
In addition to the policyholder liabilities above, Jackson has entered into a programme of funding arrangements under contracts which, in substance, are almost identical to GICs. The liabilities under these funding arrangements totalled £3,233 million (2007: £2,607 million) and are included in ‘other non-insurance liabilities’ in the balance sheet above.
b Reconciliation of movement in investments
A reconciliation of the total investments of US insurance operations from the beginning of the year to the end of the year is as follows:
Variable annuity separate account Fixed annuity, US insurance assets and GIC and other operations liabilities business Total
£m £m £m
At 1 January 2007
Total investments 11,367 24,762 36,129 Less: Derivative liabilities – (92) (92) Directly held investments, net of derivative liabilities 11,367 24,670 36,037
Net cash inflow (outflow) from operating activities 3,227 (615) 2,612 Realised gains (losses) in the year – (47) (47) Unrealised gains (losses) in the year 620 16 636 Foreign exchange translation differences (187) (414) (601) Movement in the year of directly held investments, net of derivative liabilities 3,660 (1,060) 2,600
At 31 December 2007/1 January 2008
Total investments 15,027 23,768 38,795 Less: Derivative liabilitiesnote G3 – (158) (158) Directly held investments, net of derivative liabilities 15,027 23,610 38,637
Net cash inflow from operating activities 1,363 1,499 2,862 Realised gains (losses) in the year – (385) (385) Unrealised gains (losses) in the year (5,924) (2,901) (8,825) Foreign exchange translation differences 4,072 8,947 13,019 Movement in the year of directly held investments, net of derivative liabilities (489) 7,160 6,671
At 31 December 2008
Total investments 14,538 31,633 46,171 Less: Derivative liabilitiesnote G3 – (863) (863) Directly held investments, net of derivative liabilities 14,538 30,770 45,308
208 Prudential plc Annual Report 2008
c Reconciliation of movement in policyholder liabilities
A reconciliation of the total policyholder liabilities of US insurance operations from the beginning of the year to the end of the year is as follows:
Variable annuity Fixed annuity, US insurance separate account GIC and other operations liabilities business Total
£m £m £m
At 1 January 2007 11,367 20,379 31,746
Premiums 3,970 2,382 6,352 Surrenders (960) (2,516) (3,476) Maturities/Deaths (92) (398) (490)
Investment-related items and other movements 914 311 1,225 Foreign exchange translation differences (172) (337) (509)
At 31 December 2007/1 January 2008 15,027 19,821 34,848
Premiums 2,637 4,091 6,728 Surrenders (1,053) (2,799) (3,852) Maturities/Deaths (161) (403) (564) Investment-related items and other movements (6,288) 1,736 (4,552) Foreign exchange translation differences 4,376 8,377 12,753
At 31 December 2008 14,538 30,823 45,361
The positive investment-related and other movement during 2008 within fixed annuity, GIC and other business principally represents interest credited to the policyholder account and increases in reserves for variable annuity guarantees. Variable annuity separate account liabilities are mainly impacted by market movements.
d Information on credit risks of debt securities
2008 £m 2007 £m Summary Carrying Carrying value value Financial
Corporate security and commercial loans: statements Publicly traded and SEC Rule 144A traded 13,198 10,345 Non-SEC Rule 144A traded 3,273 2,613
16,471 12,958 Residential mortgage-backed securities 4,509 3,177 Commercial mortgage-backed securities 1,869 1,532 Other debt securities 1,400 1,335 Total debt securities 24,249 19,002
i Credit quality
For statutory reporting in the US, debt securities are classified into six quality categories specified by the Securities Valuation Office of the National Association of Insurance Commissioners (NAIC). The categories range from Class 1 (the highest) to Class 6 (the lowest). Performing securities are designated as Classes 1 to 5. Securities in or near default are designated Class 6. Securities designated as Class 3, 4, 5 and 6 are non-investment grade securities. Generally, securities rated AAA to A by nationally recognised statistical ratings organisations are reflected in Class 1, BBB in Class 2, BB in Class 3 and B and below in Classes 4 to 6. If a designation is not currently available from the NAIC, Jackson’s investment adviser, PPM America, provides the designation for the purposes of disclosure below.
D
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Notes on the Group financial statements D: Life assurance businesses continued
D3: US insurance operations continued
The following table shows the quality of publicly traded and SEC Rule 144A traded debt securities held by the US operations as at
31 December 2008 and 2007 by NAIC classifications:
2008 2008 2007
Carrying value Carrying value
£m % of total £m % of total
NAIC designation:
1 5,380 41 4,338 42
2 6,849 52 5,194 50
3 690 5 542 5
4 200 1 231 2
5 75 1 40 1
6 4 – – –
13,198 100 10,345 100
The following table shows the quality of the non-SEC Rule 144A traded private placement portfolio by NAIC classifications:
2008 2008 2007
Carrying value Carrying value
£m % of total £m % of total
NAIC designation:
1 1,268 39 1,011 39
2 1,655 50 1,351 52
3 285 9 206 8
4 54 2 45 1
5 11 0 – –3,273 100 2,613 100
The following table shows the quality of residential and commercial mortgage-backed securities:
2008 2007 Carrying Carrying value value
£m £m (unless (unless otherwise otherwise stated) stated)
Residential mortgage-backed securities (included within debt securities)
Total residential mortgage-backed securities 4,509 3,177 Residential mortgage-backed securities rated AAA or equivalent by a nationally recognised statistical ratings organisation (including Standard & Poor’s, Moody’s and Fitch): Amount 3,754 2,724 Percentage of total 83.3% 85.7% Residential mortgage-backed securities rated NAIC 1: Amount 4,241 3,170 Percentage of total 94.1% 99.8%
Commercial mortgage-backed securities (included within debt securities)
Total commercial mortgage-backed securities 1,869 1,532 Commercial mortgage-backed securities rated AAA or equivalent by a nationally recognised statistical ratings organisation (including Standard & Poor’s, Moody’s and Fitch): Amount 1,586 1,264 Percentage of total 84.9% 82.5% Commercial mortgage-backed securities rated NAIC 1: Amount 1,815 1,462 Percentage of total 97.1% 95.4%
210 Prudential plc Annual Report 2008
Included within other debt securities of £1,400 million (2007: £1,335 million) in the summary shown above are £893 million (2007: £706 million) of asset-backed securities held directly by Jackson, of which £663 million (2007: £579 million) were NAIC designation 1 and £159 million (2007: £127 million) NAIC designation 2. In addition, other debt securities includes £257 million (2007: £316 million) in respect of securities held by the Piedmont trust entity and £250 million (2007: £313 million) from the consolidation of investment funds managed by PPM America.
In addition to the ratings disclosed above, the following table summarises by rating the debt securities held by US insurance operations as at 31 December 2008 using Standard and Poor’s (S&P), Moody’s and Fitch ratings:
2008 £m 2007 £m Carrying Carrying value value
S&P – AAA 5,321 3,896 S&P – AA+ to AA- 853 1,187 S&P – A+ to A- 5,244 3,657 S&P – BBB+ to BBB- 7,077 5,415 S&P – Other 1,321 1,113
19,816 15,268 Moody’s – Aaa 458 549 Moody’s – Aa1 to Aa3 100 118 Moody’s – A1 to A3 111 47 Moody’s – Baa1 to Baa3 100 79 Moody’s – Other 95 78
864 871 Fitch 464 380 Other 3,105 2,483 Total debt securities 24,249 19,002
In the table above, S&P ratings have been used where available. For securities where S&P ratings are not immediately available, those produced by Moody’s and then Fitch have been used as an alternative.
The amounts within Other which are not rated by S&P, Moody’s or Fitch have the following NAIC classifications:
2008 £m 2007 £m statements Financial
NAIC 1 1,334 1,079 NAIC 2 1,650 1,311 NAIC 3-6 121 93
3,105 2,483
ii Determining the fair value of debt securities when the markets are not active
Under IAS 39, unless categorised as ‘held to maturity’ debt securities are required to be fair valued. Where available, quoted market prices are used. However, where securities are in inactive markets, IAS 39 requires that valuation techniques be applied. Included in debt securities are debt securities with a fair value of £24,246 million (2007: £18,996 million) which are not quoted on active markets and for which fair value is determined using internal valuation techniques, or is provided by brokers or pricing services, where the specific securities have been valued using valuation techniques by these third-party providers. Jackson selects the source of pricing and/or the valuation technique with the objective of arriving at a fair value measurement which reflects the price at which an orderly transaction would take place between market participants on the measurement date. Jackson performs quantitative and qualitative analysis of prices received from third-parties e.g. independent brokers or pricing services to consider whether these prices represent fair value, particularly when the markets are not active for the securities concerned.
Debt securities of US insurance operations valued using internally derived valuation techniques in 2008 include certain asset-backed securities which had previously been valued using prices provided by a pricing service or brokers in the context of active markets. The use of such pricing sources has historically generated reliable fair values for these assets. The current market dislocations have caused a reassessment of the valuation process for these asset-backed securities. In particular, beginning at the end of the third quarter of 2008, the external prices obtained for certain asset-backed securities were deemed to be inappropriate D in the current market conditions.
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Notes on the Group financial statements D: Life assurance businesses continued
D3: US insurance operations continued
For the valuations at 31 December 2008, Jackson has therefore utilised internal valuation models, provided by PPM America, to derive fair values of all non agency residential mortgage-backed securities and asset-backed securities and certain commercial mortgage-backed securities. The use of internal valuation models has resulted in a fair value of these securities that was higher than those provided from pricing services and brokers of £760 million on a total amortised cost of £3.5 billion.
See note G1 for further details on the fair value measurement using valuation techniques when the markets are not active.
iii Sub-prime, Alt-A and CDO funds exposures
Included within the debt securities of Jackson at 31 December 2008 are exposures to sub-prime and Alt-A mortgages and CDO funds as follows:
2008 £m 2007 £m Carrying Carrying value value
Sub-prime mortgages (91% S&P rated AAA, 3% AA (2007: 100% S&P rated AAA)) 291 237 Alt-A mortgages (60% AAA, 15% AA (2007: 77% AAA, 17% AA)) 646 660
937 897 CDO funds* 320 260
1,257 1,157
* Including Group’s economic interest in Piedmont and other consolidated CDO portfolios.
Jackson defines its exposure to sub-prime mortgages as investments in residential mortgage-backed securities in which the underlying borrowers have a US Fair Isaac Credit Organisation (FICO) credit score of 659 or lower. With an average FICO score of 610-620, Jackson’s sub-prime collateral could be categorised as ‘near prime’ with a score close to a prime score of 660.
iv Debt securities classified as available-for-sale in an unrealised loss position
Debt securities above are shown net of cumulative impairment losses on retained securities of £846 million (2007: £246 million). The unrealised losses in the US insurance operations balance sheet on unimpaired securities are £(3,178) million (2007: £(439) million). This reflects assets with fair market value and book value of £17,422 million (2007: £10,291 million) and £20,600 million (2007: £10,730 million) respectively.
The following table shows the fair value of the debt securities in a gross unrealised loss position for various percentages of book value and by maturity of security at 31 December 2008:
2008 £m 2007 £m
Fair Unrealised Fair Unrealised Fair value of securities as a percentage of book value value loss value loss
Between 90% and 100% 8,757 (431) 9,370 (274) Between 80% and 90% 4,581 (809) 784 (122) Below 80% 4,084 (1,938) 137 (43)
17,422 (3,178) 10,291 (439)
2008 £m 2007 £m Unrealised Unrealised By maturity of security loss loss
Less than 1 year (21) (1) 1 to 5 years (537) (54) 5 to 10 years (1,236) (164) More than 10 years (395) (60) Mortgage-backed securities (989) (160) Total (3,178) (439)
As shown in the table above, £1,938 million of the £3,178 million of gross unrealised losses at 31 December 2008 related to securities whose fair value were below 80 per cent of the book value. The analysis of the £1,938 million, by category of debt securities and by age analysis indicating the length of time for which their fair value was below 80 per cent of the book value, are as follows:
212 Prudential plc Annual Report 2008
2008 £m 2007 £m
Fair Unrealised Fair Unrealised Category analysis value loss value loss
Residential mortgage-backed securities
Prime 287 (115) 2 (1) Alt-A 144 (127) 27 (10) Sub-prime 48 (39) – –
479 (281) 29 (11) Commercial mortgage-backed securities 198 (86) 4 (1) Other asset-backed securities 811 (375) 4 (1) Total structured securities 1,488 (742) 37 (13) Corporates 2,596 (1,196) 100 (30) Total 4,084 (1,938) 137 (43)
2008 £m 2007 £m
Fair Unrealised Fair Unrealised Age analysis value loss value loss
Less than 3 months 3,118 (1,364) 137 (43) 3 months to 6 months 696 (403) – –More than 6 months 270 (171) – –4,084 (1,938) 137 (43)
The following table shows the aged analysis for all the unrealised losses in the portfolio by reference to the length of time the securities have been in an unrealised loss position:
2008 £m 2007 £m Non- NonAged analysis of unrealised investment Investment investment Investment losses for the periods indicated grade grade Total grade grade Total
Less than 6 months (108) (362) (470) (9) (58) (67) 6 months to 1 year (125) (1,164) (1,289) (21) (115) (136) 1 year to 2 years (154) (622) (776) (2) (21) (23) 2 years to 3 years (15) (91) (106) (34) (140) (174)
3 years to 4 years (56) (418) (474) (1) (8) (9) statements Financial 4 years to 5 years (5) (31) (36) – (27) (27) 5 years to 6 years – (27) (27) – – –6 years to 7 years – – – (1) (2) (3)
(463) (2,715) (3,178) (68) (371) (439)
Included within the table above are amounts relating to sub-prime and Alt-A securities of:
2008 £m 2007 £m
Fair Unrealised Fair Unrealised Fair value of securities as a percentage of book value value loss value loss
Between 90% and 100% 479 (27) 572 (24) Between 80% and 90% 120 (19) 132 (22) Below 80% 192 (166) 28 (10)
791 (212) 732 (56)
Sub-prime and Alt-A securities with unrealised losses of £91 million (2007: £37 million) in the balance sheet at 31 December 2008 have been in an unrealised loss position for less than one year with the remaining securities with unrealised losses of £121 million (2007: £19 million) being in an unrealised loss position for more than one year.
D
213
Notes on the Group financial statements
D: Life assurance businesses continued
D3: US insurance operations continued
e Products and guarantees
Jackson provides long-term savings and retirement products to retail and institutional customers throughout the US. Jackson offers fixed annuities (interest-sensitive, fixed indexed and immediate annuities), variable annuities (VA), life insurance and institutional products.
i Fixed annuities
Interest-sensitive annuities
At 31 December 2008, interest-sensitive fixed annuities accounted for 29 per cent (2007: 25 per cent) of policy and contract liabilities of Jackson. Interest-sensitive fixed annuities are primarily deferred annuity products that are used for retirement planning and for providing income in retirement. They permit tax-deferred accumulation of funds and flexible payout options.
The policyholder of an interest-sensitive fixed annuity pays Jackson a premium, which is credited to the policyholder’s account. Periodically, interest is credited to the policyholder’s account and in some cases administrative charges are deducted from the policyholder’s account. Jackson makes benefit payments at a future date as specified in the policy based on the value of the policyholder’s account at that date.
The policy provides that at Jackson’s discretion it may reset the interest rate, subject to a guaranteed minimum. The minimum guarantee varies from 1.5 per cent to 5.5 per cent (2007: 1.5 per cent to 5.5 per cent) depending on the jurisdiction of issue and the date of issue, with 83 per cent (2007: 80 per cent) of the fund at three per cent or less. The average guarantee rate is 3.1 per cent (2007: 3.1 per cent).
Approximately 34 per cent (2007: 30 per cent) of the interest-sensitive fixed annuities Jackson wrote in 2008 provide for a market value adjustment, that could be positive or negative, on surrenders in the surrender period of the policy. This formula-based adjustment approximates the change in value that assets supporting the product would realise as interest rates move up or down. The minimum guaranteed rate is not affected by this adjustment.
Fixed indexed annuities
Fixed indexed annuities accounted for eight per cent (2007: seven per cent) of Jackson’s policy and contract liabilities at
31 December 2008. Fixed indexed annuities vary in structure, but generally are deferred annuities that enable policyholders to obtain a portion of an equity-linked return (based on participation rates and caps) but provide a guaranteed minimum return. These guaranteed minimum rates are generally set at three per cent.
Jackson hedges the equity return risk on fixed indexed products using futures and options linked to the relevant index. The cost of these hedges is taken into account in setting the index participation rates or caps. Jackson bears the investment and surrender risk on these products.
Immediate annuities
At 31 December 2008, immediate annuities accounted for two per cent (2007: two per cent) of Jackson’s policy and contract liabilities. Immediate annuities guarantee a series of payments beginning within a year of purchase and continuing over either a fixed period of years and/or the life of the policyholder. If the term is for the life of the policyholder, then Jackson’s primary risk is mortality risk. The implicit interest rate on these products is based on the market conditions that exist at the time the policy is issued and is guaranteed for the term of the annuity.
ii Variable annuities
At 31 December 2008, VAs accounted for 39 per cent (2007: 45 per cent) of Jackson’s policy and contract liabilities. VAs are deferred annuities that have the same tax advantages and payout options as interest-sensitive and fixed indexed annuities.
The primary differences between VAs and interest-sensitive or fixed indexed annuities are investment risk and return. If a policyholder chooses a VA, the rate of return depends upon the performance of the selected fund portfolio. Policyholders may allocate their investment to either the fixed or variable account. Investment risk on the variable account is borne by the policyholder, while investment risk on the fixed account is borne by Jackson through guaranteed minimum fixed rates of return. At 31 December 2008, approximately 18 per cent (2007: approximately nine per cent) of VA funds were in fixed accounts.
Jackson issues VA contracts where it contractually guarantees to the contractholder either a) return of no less than total deposits made to the contract adjusted for any partial withdrawals, b) total deposits made to the contract adjusted for any partial withdrawals plus a minimum return, or c) the highest contract value on a specified anniversary date adjusted for any withdrawals following the contract anniversary. These guarantees include benefits that are payable in the event of death (guaranteed minimum death benefit (GMDB)), annuitisation (guaranteed minimum income benefit (GMIB)), or at specified dates during the accumulation period (guaranteed minimum withdrawal benefit (GMWB)) and guaranteed minimum accumulation benefit (GMAB). Jackson hedges these risks using equity options and futures contracts as described in note D3(f).
The GMIB is reinsured.
214 Prudential plc Annual Report 2008
iii Life insurance
Jackson’s life insurance products accounted for 10 per cent (2007: nine per cent) of Jackson’s policy and contract liabilities at
31 December 2008. The products offered include variable universal life insurance, term life insurance and interest-sensitive life insurance.
iv Institutional products
Jackson’s institutional products consist of GICs, funding agreements (including agreements issued in conjunction with Jackson’s participation in the US Federal Home Loan Bank programme) and medium-term note funding agreements. At 31 December 2008, institutional products accounted for 12 per cent of policy and contract liabilities (2007: 12 per cent). Under a traditional GIC, the policyholder makes a lump sum deposit. The interest rate paid is fixed and established when the contract is issued. If deposited funds are withdrawn earlier than the specified term of the contract, an adjustment is made that approximates a market value adjustment.
Under a funding agreement, the policyholder either makes a lump sum deposit or makes specified periodic deposits. Jackson agrees to pay a rate of interest, which may be fixed but which is usually a floating short-term interest rate linked to an external index. The average term of the funding arrangements is one to two years. Funding agreements terminable by the policyholder with less than 90 days’ notice account for one per cent (2007: less than one per cent) of total policyholder reserves.
Medium-term note funding agreements are generally issued to support trust instruments issued on non-US exchanges or to qualified investors (as defined by SEC Rule 144A). Through the funding agreements, Jackson agrees to pay a rate of interest, which may be fixed or floating, to the holders of the trust instruments.
f Exposure to market risk and risk management
Jackson’s main exposures are to market risk through its exposure to interest rate risk and equity risk. Approximately 90 per cent (2007: 90 per cent) of its general account investments support interest-sensitive and fixed indexed annuities, life business and surplus and 10 per cent (2007: 10 per cent) support institutional business. All of these types of business contain considerable interest rate guarantee features and, consequently, require that the assets that support them are primarily fixed income or fixed maturity.
Prudential is exposed primarily to the following risks in the US arising from fluctuations in interest rates:
• The risk of loss related to meeting guaranteed rates of accumulation following a sharp and sustained fall in interest rates; • the risk of loss related to policyholder withdrawals following a sharp and sustained increase in interest rates; and • the risk of mismatch between the expected duration of certain annuity liabilities and prepayment risk and extension risk inherent in mortgage-backed securities.
Prudential is also exposed to the following risks in the US arising from equity market movements: statements Financial
• The risk of loss related to the incidence of benefits related to guarantees issued in conjunction with its VA contracts; • the risk of loss related to meeting contractual accumulation requirements in FIA contracts; and • the risk that the hedge programme is not effective in mitigation of periodic accounting risk.
Jackson enters into financial derivative transactions, including those noted below to reduce and manage business risks. These transactions manage the risk of a change in the value, yield, price, cash flows, or quantity of, or a degree of exposure with respect to assets, liabilities or future cash flows, which Jackson has acquired or incurred.
Jackson uses free-standing derivative instruments for hedging purposes. Additionally, certain liabilities, primarily trust instruments supported by funding agreements, fixed indexed annuities, certain GMWB variable annuity features and reinsured GMIB variable annuity features contain embedded derivatives as defined by IAS 39, ‘Financial Instruments: Recognition and Measurement’. Jackson does not account for such derivatives as either fair value or cash flow hedges as might be permitted if the specific hedge documentation requirements of IAS 39 were followed. Financial derivatives, including derivatives embedded in certain host liabilities that have been separated for accounting and financial reporting purposes are carried at fair value.
Value movements on the derivatives are reported within the income statement. Under the Group’s accounting policies supplementary analysis of the profit before taxes attributable to shareholders is provided as shown in note B1. In preparing this analysis, value movements on Jackson’s derivative contracts, other than for certain equity-based product management activities, are included within short-term fluctuations in investment returns and excluded from operating results based on longer-term investment returns. Value movements on derivative instruments used for certain equity-based product management activities, based on a static long-term volatility assumption and, for embedded liabilities, average Corporate AA interest rates, are included within operating results based on longer-term investment returns, as the value movements broadly offset the economic impact
D of changed levels of benefit payments and reserves as equity markets fluctuate. Any differences in value movements on these derivatives between the static long-term volatility assumption and implied volatility or average Corporate AA interest rates and ending Corporate AA interest rates is reflected as a component of short-term fluctuations. The types of derivatives used by Jackson and their purpose are as follows:
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Notes on the Group financial statements D: Life assurance businesses continued
D3: US insurance operations continued
• Interest rate swaps generally involve the exchange of fixed and floating payments over the life of the agreement without an exchange of the underlying principal amount. These agreements are used for hedging purposes; • put-swaption contracts provide the purchaser with the right, but not the obligation, to require the writer to pay the present value of a long-duration interest rate swap at future exercise dates. Jackson purchases and writes put-swaptions with maturities up to 10 years. On a net basis, put-swaptions hedge against significant upward movements in interest rates; • equity index futures contracts and equity index call and put options are used to hedge Jackson’s obligations associated with its issuance of fixed indexed immediate and deferred annuities and certain VA guarantees. These annuities and guarantees contain embedded options which are fair valued for financial reporting purposes; • total return swaps in which Jackson receives equity returns or returns based on reference pools of assets in exchange for short-term floating rate payments based on notional amounts, are held for both hedging and investment purposes; • cross-currency swaps, which embody spot and forward currency swaps and additionally, in some cases, interest rate swaps and equity index swaps, are entered into for the purpose of hedging Jackson’s foreign currency denominated funding agreements supporting trust instrument obligations; • spread cap options are used as a macro-economic hedge against declining interest rates. Jackson receives quarterly settlements based on the spread between the two-year and the 10-year constant maturity swap rates in excess of a specified spread; and • credit default swaps, represent agreements under which Jackson has purchased default protection on certain underlying corporate bonds held in its portfolio. These contracts allow Jackson to sell the protected bonds at par value to the counterparty in the event of their default in exchange for periodic payments made by Jackson for the life of the agreement.
Note D3(j) parts (iii) and (iv) show the sensitivities of Jackson’s results through its exposure to equity risk and interest rate risk.
g Process for setting assumptions and determining contract liabilities
Under the MSB of reporting applied under IFRS 4 for insurance contracts, providing the requirements of the Companies Act, UK GAAP standards and the ABI SORP are met, it is permissible to reflect the previously applied UK GAAP basis. Accordingly, and consistent with the basis explained in note A4, in the case of Jackson the carrying values of insurance assets and liabilities are consolidated into the Group accounts based on US GAAP.
Under US GAAP, investment contracts (as defined for US GAAP purposes) are accounted for by applying in the first instance a retrospective deposit method to determine the liability for policyholder benefits. This is then augmented by potentially three additional amounts. These amounts are for:
• Any amounts that have been assessed to compensate the insurer for services to be performed over future periods (i.e. deferred income); • any amounts previously assessed against policyholders that are refundable on termination of the contract; and • any probable future loss on the contract (i.e. premium deficiency).
Capitalised acquisition costs and deferred income for these contracts are amortised over the life of the book of contracts. The present value of the estimated gross profits is generally computed using the rate of interest that accrues to policyholder balances (sometimes referred to as the contract rate). Estimated gross profits include estimates of the following elements, each of which will be determined based on the best estimate of amounts of the following individual elements over the life of the book of contracts without provision for adverse deviation for:
• Amounts expected to be assessed for mortality less benefit claims in excess of related policyholder balances; • amounts expected to be assessed for contract administration less costs incurred for contract administration;
• amounts expected to be earned from the investment of policyholder balances less interest credited to policyholder balances; • amounts expected to be assessed against policyholder balances upon termination of contracts (sometimes referred to as surrender charges); and • other expected assessments and credits.
VA contracts written by Jackson may, as described above, provide for GMDB, GMIB, GMWB and GMAB features. In general terms, liabilities for these benefits are accounted for under US GAAP by using estimates of future benefits and fees under best estimate persistency assumptions.
The GMDB liability is determined each period end by estimating the expected value of death benefits in excess of the projected account balance and recognising the excess ratably over the life of the contract based on total expected assessments. At 31 December 2008, the GMDB liability was valued using a series of deterministic investment performance scenarios, a mean investment return of 8.4 per cent (2007: 8.4 per cent) and assumptions for lapse, mortality and expense that are the same as those used in amortising the capitalised acquisition costs.
The direct GMIB liability is determined by estimating the expected value of the annuitisation benefits in excess of the projected account balance at the date of annuitisation and recognising the excess ratably over the accumulation period based on total expected assessments.
216 Prudential plc Annual Report 2008
The assumptions used for calculating the direct GMIB liability at 31 December 2008 and 2007 are consistent with those used for calculating the GMDB liability.
Jackson regularly evaluates estimates used and adjusts the additional GMDB and GMIB liability balances, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised.
GMIB benefits are essentially fully reinsured, subject to annual claim limits. As this reinsurance benefit is net settled, it is considered to be a derivative under IAS 39 and is, therefore, recognised at fair value with the change in fair value included as a component of short-term derivative fluctuations.
Most GMWB features are considered to be embedded derivatives under IAS 39. Therefore, provisions for these benefits are recognised at fair value, with the change in fair value included in operating profit based on longer-term investment returns. Certain GMWB features guarantee payments over a lifetime and, therefore, include mortality risk. Provisions for these GMWB amounts are valued consistent with the GMDB valuation method discussed above.
For periods prior to 2008, the fair values of Jackson’s GMWB reserves and GMIB reinsurance were calculated based on actuarial and capital market assumptions related to projected cash flows, including benefits and related contract charges, over the lives of the contracts, incorporating expectations concerning policyholder behaviour such as lapses, fund selection, resets and withdrawal utilisation. Because of the dynamic and complex nature of these cash flows, best estimate assumptions and a stochastic process involving the generation of thousands of scenarios that assume risk neutral returns consistent with swap rates and incorporating implied volatility data and evaluations of historical volatilities for various indices were used. Estimating these cash flows involved numerous estimates and subjective judgements including those regarding expected market rates of return, market volatility, correlations of market index returns to funds, fund performance, discount rates, utilisation of the benefit by policyholders under varying conditions and policyholder lapsation.
At each valuation date, Jackson assumed expected returns based on risk-adjusted spot rates as represented by the LIBOR forward curve as of that date and market volatility as determined with reference to implied volatility and evaluations of historical volatilities for various indices. The risk-adjusted spot rates as represented by the LIBOR spot curve as of the valuation date were used to determine the present value of expected future cash flows produced in the stochastic process. As GMWB obligations are relatively new in the marketplace, actual policyholder behaviour experience is limited. As a result, estimates of future policyholder behaviour are subjective and based on internal and external data. As markets change, mature and evolve and actual policyholder behaviour emerges, management continually evaluates the appropriateness of its assumptions for this component of the fair value model.
Effective 1 January 2008, Jackson re-evaluated certain assumptions used in the calculation of the reserves related to GMWB and GMIB reinsurance. As a result, Jackson now bases its volatility assumptions solely on implied market volatility with no reference to historical volatility levels and explicitly incorporates Jackson’s own credit risk in place of the risk-adjusted rates referenced above. Volatility assumptions are now based on a weighting of available market data on implied volatility for durations up to 12 years, at which point the projected volatility is held constant. Non-performance risk is incorporated into the calculation through the use of interest rates sourced from a AA corporate credit curve. Other risk margins, particularly for market illiquidity and policyholder behaviour are also incorporated into the model through the use of explicitly conservative assumptions. On a Financial periodic basis, Jackson rationalises the resulting fair values based on comparisons to other models and market movements. statements With the exception of the GMDB, GMIB, GMWB and GMAB features of VA contracts, the financial guarantee features of Jackson’s contracts are in most circumstances not explicitly valued, but the impact of any interest guarantees would be reflected as they are earned in the current account value (i.e. the US GAAP liability).
For traditional life insurance contracts, provisions for future policy benefits are determined under US GAAP standards SFAS 60, ‘Accounting and Reporting by Insurance Enterprises’ using the net level premium method and assumptions as of the issue date as to mortality, interest, policy lapses and expenses plus provisions for adverse deviation.
Institutional products are accounted for as investment contracts under IFRS with the liability classified as being in respect of financial instruments rather than insurance contracts, as defined by IFRS 4. In practice, there is no material difference between the IFRS and US GAAP basis of recognition and measurement for these contracts.
Certain institutional products representing obligations issued in currencies other than US dollars have been hedged for changes in exchange rates using cross-currency swaps. The fair value of derivatives embedded in funding agreements, as well as foreign currency transaction gains and losses, are included in the carrying value of the trust instruments supported by funding agreements recorded in other non-insurance liabilities.
h Reinsurance
The principal reinsurance ceded by Jackson outside the Group is on term life insurance, direct and assumed accident and health business and GMIB variable annuity guarantees. In 2008, the premiums for such ceded business amounted to £68 million (2007: £60 million). Net commissions received on ceded business and claims incurred ceded to external reinsurers totalled £10 million and £49 million, respectively, during 2008 (2007: £10 million and £47 million respectively). There were no deferred gains or losses on reinsurance contracts in either 2008 or 2007. The reinsurance asset for business ceded outside the Group was £800 million (2007: £436 million). D
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Notes on the Group financial statements D: Life assurance businesses continued
D3: US insurance operations continued
i Assumptions used to measure insurance assets and liabilities
2008 a Measurement basis for embedded derivatives of variable annuity business
There were no changes of assumptions that had a material effect on the Jackson results. However, there has been a significant change of estimation technique for two aspects of the basis of measuring ‘embedded derivatives’ for Guaranteed Minimum Withdrawal Benefit (GMWB) features of Jackson’s variable annuity products and the reinsurance of the Guaranteed Minimum Income Benefit (GMIB). The two aspects are for the application of:
i Implied current equity volatility levels rather than historic long-term average levels, which had been applied previously, and
ii The reference basis for determining the discount rate to apply to future cash flows in the projection of the effect of the guarantees.
The change is to apply AA corporate bond rates based off appropriate Merrill Lynch indices, rather than LIBOR based swap rates that, in 2008, had become both anomalously low and distorted by comparison to US Treasury bond curve rates. In broad terms, corporate AA rates were approximately 400 basis points higher than the LIBOR based swap rates at the end of 2008. Similarly, at the beginning of 2008 corporate AA rates were approximately 100 basis points higher than the LIBOR based swap rate.
The effect of the change in respect of equity volatility is to increase the total loss for 2008 for Jackson by £126 million. The effect of the change for the reference basis for discounting is to reduce the total loss by £173 million.
b Deferred acquisition costs
Income statement – amortisation for variable annuity business
Under IFRS 4, the Group applies US GAAP to the insurance assets and liabilities of Jackson. Under the US GAAP standard FAS 97, acquisition costs for Jackson’s fixed and variable annuity business are deferred and then amortised in line with the expected emergence of margins. The amortisation profile is dependant on assumptions which, for variable annuity business, the key assumption is the expected level of equity market returns. For 2008 and recent previous years a rate of 8.4 per cent has been applied using, as is industry practice, a mean reversion methodology.
The mean reversion methodology is applied with the objective of adjusting the amortisation of deferred acquisition costs that would otherwise be highly volatile for the fact that the expected level of future gross profits fluctuates for altered variable annuity asset values arising from changes in equity market levels at the end of each reporting period.
The mean reversion methodology achieves this objective by dynamic adjustment to the level of expectations of short-term future investment returns. Under the methodology the projected returns for the next five years are, for the purposes of determining the amortisation profile, set so that normally combined with the actual returns for the current and preceding two years the average rate of return is 8.4 per cent. The mean reversion methodology does, however, include a cap of 15 per cent per annum on the project return for each of the next five years. For 2008 this capping effect applied to restrict the projected returns below the rate of approximately 20 per cent per annum level that would have otherwise applied. Projected returns after the next five years are set at 8.4 per cent.
In 2008, US equity market indices fell by some 38.5 per cent. If there had been no mean reversion methodology in place there would have been an increased amortisation charge of approximately £250 million.
However, as noted above, the mean reversion methodology allows for a substantial, but not complete, recovery of the lost fund value. As a result, DAC amortisation, reflected in the 2008 results after incorporating the mean reversion has instead increased by some £140 million, of which £40 million arises due to the capping feature.
Statement of changes in equity – ‘shadow DAC adjustments’
Consequent upon the negative unrealised valuation movement in 2008 of £(2,710) million (2007: £(244) million) there is a credit of £1,070 million (2007: £88 million) for altered ‘shadow’ amortisation booked within the statement of changes in equity. These adjustments reflect the changes to the pattern of reported gross profits that would have happened if the assets had been sold, crystallising the loss, and the proceeds reinvested at correspondingly higher current yields. In the event of further unrealised losses, this dynamic would be constrained under two circumstances. Firstly, the DAC asset would not be written up any further beyond the original deferral plus a provision for interest accrual on the asset. Secondly, and more generally, the write up of DAC would be constrained if not supported by expectations of future profitability.
2007
The operating profit based on longer-term investment returns of £444 million for US insurance operations for 2007 has been determined after taking account of several changes of assumptions during the year. Generally, assumptions were modified in 2007 to conform to more recent experience. These changes included revisions to the assumptions regarding mortality rates, resulting in an increase in operating profits of £14 million, and utilisation of free partial withdrawal options, resulting in a decrease to operating profits of £4 million. In addition, several smaller changes relating to lapse rates and other assumptions resulted in a decrease of £2 million in operating profits. Combined with other minor modifications, the resulting net impact of all changes during the year was an increase in pre-tax profits of £8 million.
218 Prudential plc Annual Report 2008
j Sensitivity of IFRS basis profit and equity to market and other risks i Currency fluctuations
Consistent with the Group’s accounting policies, the profits of the Group’s US operations are translated at average exchange rates and shareholders’ equity at the closing rate for the reporting period. For 2008, the rates were US$1.85 (2007: US$2.00) and US$1.44 (2007: US$1.99) to £1 sterling, respectively. A 10 per cent increase or decrease in these rates would reduce or increase profit before tax attributable to shareholders, profit for the year and shareholders’ equity attributable to US insurance operations respectively as follows:
A 10% increase in A 10% decrease in exchange rates exchange rates 2008 £m 2007 £m 2008 £m 2007 £m
(Loss) profit before tax attributable to shareholders* 59 (39) (72) 48 (Loss) profit for the year 51 (29) (62) 35 Shareholders’ equity attributable to US insurance operations (158) (242) 193 296
*Sensitivity on (loss) profit before tax i.e. aggregate of the operating profit based on longer-term investment returns and short-term fluctuations, as discussed in note B1.
The opposite effect of a 10 per cent increase and decrease of exchange rates on (loss) profit for 2008 compared to 2007 is due to a loss before and after tax for 2008 compared to a profit before and after tax for 2007.
ii Other sensitivities
The principal determinants of variations in operating profit based on longer-term returns are:
• Growth in the size of assets under management covering the liabilities for the contracts in force; • incidence of guarantees and the effectiveness of the related hedge programme; and • spread returns for the difference between investment returns and rates credited to policyholders.
For the purpose of determining longer-term returns, adjustment is necessary for the normalisation of investment returns to remove the effects of short-term volatility in investment returns.
• Amortisation of deferred acquisition costs.
For term business, acquisition costs are deferred and amortised in line with expected premiums. For annuity business, acquisition costs are deferred and amortised in line with expected gross profits on the relevant contracts. For interest-sensitive business, the key assumption is the expected long-term spread between the earned rate and the rate credited to policyholders, which is based on an annual spread analysis. In addition, expected gross profits depend on mortality assumptions, assumed unit costs and statementsFinancial terminations other than deaths (including the related charges) all of which are based on a combination of actual experience of Jackson, industry experience and future expectations.
A detailed analysis of actual experience is measured by internally developed mortality and persistency studies. For variable annuity business, the key assumption is the expected long-term level of equity market returns, which for 2008 and 2007 was 8.4 per cent per annum implemented using a mean reversion methodology. These returns affect the level of future expected profits through their effects on the fee income and the required level of provision for guaranteed minimum death benefit claims. The mean reversion methodology dampens the impact of equity market movements during a particular year, but does not fully eliminate the effects of movements in the equity markets.
In addition, the mean reversion methodology includes both a cap and a floor that determine the maximum impact that the methodology may have. Due to the significant market movements during 2008, Jackson exceeded the cap on future equity market returns, resulting in a higher level of DAC amortisation than would have been recognised had the cap not been met.
• Variations in fees and other income, offset by variations in market value adjustment payments and, where necessary, strengthening of liabilities.
Except to the extent of mortality experience, which primarily affects profits through variations in claim payments and GMDB reserves, the profits of Jackson are relatively insensitive to changes in insurance risk.
D
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Notes on the Group financial statements D: Life assurance businesses continued
D3: US insurance operations continued
iii Exposure to equity risk
As noted in note D3(f), Jackson is exposed to equity risk through the options embedded in the fixed indexed liabilities and GMDB and GMWB guarantees included in certain VA benefits. This risk is managed using a comprehensive equity hedging programme to minimise the risk of a significant economic impact as a result of increases or decreases in equity market levels while taking advantage of naturally offsetting exposures in Jackson’s operations. Jackson purchases external futures and options that hedge the risks inherent in these products, while also considering the impact of rising and falling separate account fees.
As a result of this hedging programme, if the equity markets were to increase, Jackson’s free-standing derivatives would decrease in value. However, over time, this movement would be broadly offset by increased separate account fees and reserve decreases, net of the related changes to amortisation of deferred acquisition costs. Due to the nature of the free-standing and embedded derivatives, this hedge, while highly effective on an economic basis, may not completely mute the immediate impact of the market movements as the free-standing derivatives reset immediately while the hedged liabilities reset more slowly (see note D3(g) for further details on the valuation of the guarantees) and fees are recognised prospectively.
At 31 December 2008 based on the hedges in place at that time, it is estimated that an immediate decrease in the equity markets of 10 per cent would result in an accounting charge, net of related DAC amortisation, before tax of up to £20 million, excluding the impact on future separate account fees. After related deferred tax there would have been an estimated reduction in shareholders’ equity at 31 December 2008 of up to £15 million. An immediate decrease in the equity markets of 20 and 40 per cent would result in an accounting charge, net of related DAC amortisation, before tax of up to £40 million and £ 90 million respectively, excluding the impact on future separate account fees. After related deferred tax there would have been an estimated reduction in shareholders’ equity at 31 December 2008 of up to £30 million and £60 million respectively. Since the year-end we have implemented additional equity hedging to reduce the exposure to further falls in the level of the S&P index.
An immediate increase in the equity markets of the percentages above would result in an approximately equal and opposite estimated effect on profit and shareholders’ equity. At 31 December 2007, it was estimated that an immediate decrease in the equity markets at 10 per cent would result in an accounting benefit, net of related DAC amortisation, before tax of up to £30 million, excluding the impact on future separate account fees. After related deferred tax, it was estimated that there would have been an increase in shareholders’ equity of up to £20 million. The difference in the effects of a decrease in the equity markets at
31 December 2008 and 2007 was due to an increased number of GMDB and GMWB guarantees being ‘in the money’. As a result of this changed position, the adverse effects from a decreasing equity market at 31 December 2008 more than offsets the benefits from the hedging instruments.
The actual impact on financial results would vary contingent upon the volume of new product sales and lapses, changes to the derivative portfolio, correlation of market returns and various other factors including volatility, interest rates and elapsed time.
In addition, Jackson is also exposed to equity risk from its holding of equity securities, partnerships in investment pools and other financial derivatives.
Jackson has extended the range of reasonably possible movements in the value of equity securities, partnerships in investment pools and other financial derivatives at 31 December 2008. Consequently, in addition to the movement of 10 per cent as applied at 31 December 2007, for 2008, Jackson has also estimated the sensitivity to movements of 20 and 40 per cent. A 10 per cent fall in their value at 31 December 2008 and 2007 and a 20 and 40 per cent fall in their value at 31 December 2008 would have given rise to the following effects on pre-tax profit, net of related changes in amortisation of DAC, profit after tax and shareholders’ equity.
2008 £m 2007 £m A decrease A decrease A decrease A decrease of 40% of 20% of 10% of 10%
Pre-tax profit, net of related changes in amortisation of DAC (255) (141) (98) (76) Related deferred tax effects 89 49 34 26 Net sensitivity of profit after tax and shareholders’ equity (166) (92) (64) (50)
iv Exposure to interest rate risk
Notwithstanding the market risk exposure described in note D3(f), except in the circumstances of interest rate scenarios where the guarantee rates included in contract terms are higher than crediting rates that can be supported from assets held to cover liabilities, the accounting measurement of fixed annuity liabilities of Jackson products is not generally sensitive to interest rate risk. This position derives from the nature of the products and the US GAAP basis of measurement described in notes D3(e) and D3(g). The GMWB features attaching to variable annuity business represents embedded derivatives which are fair valued and so will be sensitive to changes in interest rate.
220 Prudential plc Annual Report 2008
Debt securities and related derivatives are marked to fair value. Value movements on derivatives, again net of related changes to amortisation of DAC and deferred tax, are recorded within profit and loss. Fair value movements on debt securities, net of related changes to amortisation of DAC and deferred tax, are recorded within the statement of changes in equity. Similar to the sensitivity analysis to equity prices movement above, Jackson has extended the range of the movements in interest rates that are reasonably possible to occur at 31 December 2008 in its sensitivity analysis. In addition to the movement in interest rates of one per cent as applied at 31 December 2007, for 2008, Jackson has also estimated the sensitivity to movement in interest rates of two per cent. The estimated sensitivity of these items and policyholder liabilities to a one per cent decrease and increase in interest rates at
31 December 2008 and 2007 and to a two per cent decrease and increase in interest rates at 31 December 2008 is as follows:
2008 £m 2007 £m
A 2% A 1% A 1% A 2% A 1% A 1% decrease decrease increase increase decrease increase
Profit and loss Direct effect
Derivatives value change (575) (268) 283 639 (116) 163 Policyholder liabilities (517) (218) 182 350 (38) 29 Related effect on amortisation of DAC 498 215 (193) (395) 52 (58) Pre-tax profit effect Operating profit based on longer-term investment returns (128) (59) 64 146 (15) 11 Short-term fluctuations in investment returns (466) (212) 208 448 (87) 123
(594) (271) 272 594 (102) 134 Related effect on charge for deferred tax 206 94 (95) (207) 36 (47) Net profit effect (388) (177) 177 387 (66) 87
Statement of changes in equity
Direct effect on carrying value of debt securities 2,476 1,238 (1,238) (2,476) 848 (848) Related effect on amortisation of DAC (619) (310) 310 619 (212) 212 Related effect on movement in deferred tax (650) (325) 325 650 (223) 223 Net effect 1,207 603 (603) (1,207) 413 (413)
Total net effect on IFRS equity 819 426 (426) (820) 347 (326) Financial k Duration of liabilities statements
The Group uses cash flow projections of expected benefit payments as part of the determination of the value of in-force business when preparing EEV basis results. The maturity profile of the cash flows used for that purpose for 2008 and 2007 is as follows:
2008 £m 2007 £m Fixed Fixed annuity annuity and other and other business business (including (including GICs and GICs and similar Variable similar Variable contracts) annuity contracts) annuity
Policyholder liabilities 30,823 14,538 19,821 15,027
% % % %
Expected maturity:
0 to 5 years 49 46 51 48 5 to 10 years 26 28 26 30 10 to 15 years 11 14 11 13 15 to 20 years 6 7 5 6 20 to 25 years 3 3 3 2 Over 25 years 5 2 4 1
D
The maturity tables shown above have been prepared on a discounted basis. Details of undiscounted cash flows for investment contracts are shown in note G2.
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Notes on the Group financial statements D: Life assurance businesses continued
D4: Asian insurance operations
a Summary balance sheet
Asian insurance operations With-profits Unit-linked 2008 2007 business assets and note i liabilities Other Total Total
£m £m £m £m £m
Assets
Intangible assets attributable to shareholders:
Goodwill – – 111 111 111 Deferred acquisition costs and other intangible assets – – 1,247 1,247 745 Total – – 1,358 1,358 856 Intangible assets attributable to with-profit funds: Deferred acquisition costs and other intangible assets 113 – – 113 –Deferred tax assets – – 101 101 73 Other non-investment and non-cash assets 225 136 1,055 1,416 689 Investments of long-term business and other operations: Investment properties – – 20 20 14 Financial investments: Loansnote ii 809 113 783 1,705 1,087 Equity securities and portfolio holdings in unit trusts 2,800 4,846 431 8,077 9,804 Debt securitiesnote d 5,201 1,889 4,023 11,113 6,920 Other investments 11 68 65 144 42 Deposits 45 414 291 750 377 Total investments 8,866 7,330 5,613 21,809 18,244 Cash and cash equivalents 646 169 686 1,501 679
Total assets 9,850 7,635 8,813 26,298 20,541
222 Prudential plc Annual Report 2008
Asian insurance operations With-profits Unit-linked 2008 2007 business assets and note i liabilities Other Total Total
£m £m £m £m £m
Equity and liabilities
Equity
Shareholders’ equity – – 2,167 2,167 1,369 Minority interests – – 7 7 7 Total equity – – 2,174 2,174 1,376
Liabilities
Policyholder liabilities and unallocated surplus of with-profits funds:
Insurance contract liabilities 7,823 7,220 5,755 20,798 16,912 Investment contract liabilities with discretionary participation features 79 – – 79 84 Investment contract liabilities without discretionary participation features 32 – – 32 37 Unallocated surplus of with-profits funds 160 – – 160 146 Total 8,094 7,220 5,755 21,069 17,179 Other non-insurance liabilities: Operational borrowings attributable to shareholders-financed operations – – 130 130 –Net asset value attributable to unit holders of consolidated unit trusts and similar funds 832 322 – 1,154 506 Current tax liabilities 4 – 72 76 24 Deferred tax liabilities 239 – 202 441 362 Accruals and deferred income – – 130 130 111 Other creditors 556 – 240 796 627 Provisions 9 – 28 37 33 Derivative liabilities 30 – 2 32 2 Other liabilities 86 93 80 259 321 Total 1,756 415 754 2,925 1,986 Total liabilities 9,850 7,635 6,639 24,124 19,165
Total equity and liabilities 9,850 7,635 8,813 26,298 20,541 statementsFinancial Notes i The balance sheet for with-profits business comprises the with-profits assets and liabilities of the Hong Kong, Malaysia and Singapore with-profits operations. Assets and liabilities of other participating business are included in the column for ‘other business’. ii The loans of the Group’s Asian insurance operations of £1,705 million (2007: £1,087 million) comprise mortgage loans of £238 million (2007: £132 million), policy loans of £675 million (2007: £430 million) and other loans of £792 million (2007: £525 million). The mortgage and policy loans are secured by properties and life insurance policies respectively. The majority of the other loans are commercial loans held by the Malaysian operation and which are all investment graded by two local rating agencies.
D
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Notes on the Group financial statements D: Life assurance businesses continued
D4: Asian insurance operations continued
Summary policyholder liabilities (net of reinsurance) and unallocated surplus
The policyholder liabilities (net of reinsurance of £24 million (2007: £12 million)) and unallocated surplus shown in the table above reflect the following balances:
2008 £m 2007 £m
With-profits business 7,934 6,397 Unallocated surplus of Asian with-profits operations 160 146 Unit-linked business 7,220 6,971 Other business 5,731 3,653
21,045 17,167
At 31 December 2008, the policyholder liabilities (net of reinsurance) and unallocated surplus for Asian operations of £21.0 billion (2007: £17.2 billion) comprised the following:
2008 £m 2007 £m
Singapore 5,426 5,462 Hong Kong 5,100 3,901 Taiwan 4,024 2,781 Malaysia 1,587 1,201 Japan 1,100 695 Other countries 3,808 3,127 Total Asian operations 21,045 17,167
b Reconciliation of movement in investments
A reconciliation of the total investments of Asian insurance operations from the beginning of the year to the end of the year is as follows:
Asian Unit-linked insurance With-profits assets and operations business liabilities Other Total
£m £m £m £m
At 1 January 2007
Total investments 5,945 4,066 3,714 13,725 Less: Investments held by consolidated investment funds (242) 0 (305) (547) Less: Derivative liabilities 0 0 (4) (4) Directly held investments, net of derivative liabilities 5,703 4,066 3,405 13,174 Net cash inflow from operating activities 858 1,965 (92) 2,731 Realised gains (losses) in the year 783 327 374 1,484 Unrealised gains (losses) in the year (255) 286 (159) (128) Foreign exchange translation differences 111 146 41 298 Movement in the year of directly held investments, net of derivative liabilities 1,497 2,724 164 4,385 At 31 December 2007/1 January 2008 Total investments 7,418 6,790 4,036 18,244 Less: Investments held by consolidated investment funds (218) 0 (465) (683) Less: Derivative liabilitiesnote G3 0 0 (2) (2) Directly held investments, net of derivative liabilities 7,200 6,790 3,569 17,559 Net cash inflow from operating activities 342 1,786 468 2,596 Realised gains (losses) in the year (236) (99) 62 (273) Unrealised gains (losses) in the year (1,362) (2,685) (152) (4,199) Foreign exchange translation differences 2,217 1,385 1,391 4,993 Movement in the year of directly held investments, net of derivative liabilities 961 387 1,769 3,117 At 31 December 2008 Total investments 8,866 7,330 5,613 21,809 Less: Investments held by consolidated investment funds (705) (153) (243) (1,101) Less: Derivative liabilitiesnote G3 – – (32) (32) Directly held investments, net of derivative liabilities 8,161 7,177 5,338 20,676
224 Prudential plc Annual Report 2008
c Reconciliation of movement in policyholder liabilities and unallocated surplus of with-profits funds
A reconciliation of the total policyholder liabilities and unallocated surplus of with-profits funds of Asian insurance operations from the beginning of the year to the end of the year is as follows:
Asian Unit-linked insurance With-profits assets and operations business liabilit
ies Other Total
£m £m £m £m
At 1 January 2007 5,500 4,134 3,255 12,889
Premiums 860 2,457 641 3,958 Surrenders (146) (689) (197) (1,032) Maturities/Deaths (183) (52) (160) (395)
Shareholders transfer post tax (21) – – (21) Investment-related items and other movements 441 914 103 1,458 Foreign exchange translation differences 96 207 19 322
At 31 December 2007/1 January 2008 6,547 6,971 3,661 17,179
Premiums 1,038 2,261 863 4,162 Surrenders (354) (614) (223) (1,191) Maturities/Deaths (181) (14) (159) (354) Shareholders’ transfers post tax (23) – – (23) Investment-related items and other movements (1,320) (3,158) 185 (4,293) Foreign exchange translation differences 2,387 1,774 1,428 5,589 At 31 December 2008 8,094 7,220 5,755 21,069
The positive investment related items and other movements seen within Other during 2008 are principally driven from unwinding the discounted liabilities using the valuation interest rate. Variable annuity separate account liabilities are mainly impacted by market movements.
d Information on credit risks of debt securities
The following table summarises the credit quality of the debt securities of the Asian insurance operations as at 31 December 2008 by rating agency rating:
2008 £m 2007 £m Financial With- Unit- statements profits linked Other business business business Total Total
S&P – AAA 2,085 341 206 2,632 2,284 S&P – AA+ to AA- 997 303 2,446 3,746 1,994 S&P – A+ to A- 640 96 72 808 675 S&P – BBB+ to BBB- 198 184 520 902 193 S&P – Other 77 63 113 253 149
3,997 987 3,357 8,341 5,295 Moody’s – Aaa 382 54 58 494 201 Moody’s – Aa1 to Aa3 77 20 11 108 45 Moody’s – A1 to A3 80 287 31 398 28 Moody’s – Baa1 to Baa3 50 6 4 60 19 Moody’s – Other 8 39 3 50 58
597 406 107 1,110 351 Fitch 7 30 4 41 1 Other 600 466 555 1,621 1,273 Total debt securities 5,201 1,889 4,023 11,113 6,920
The increase in holdings of debt securities for Asian operations was principally due to exchange rate movements, a rise in the D number of unit trusts and similar funds requiring consolidation, and portfolio change for equities to bonds.
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Notes on the Group financial statements D: Life assurance businesses continued
D4: Asian insurance operations continued
Of the £555 million (2007: £598 million) debt securities for other business which are not rated in the table above, £231 million (2007: £317 million) are in respect of government bonds, £221 million (2007: £83 million) corporate bonds rated as investment grade by local external ratings agencies, and nil (2007: £71 million) structured deposits issued by banks which are themselves rated but where the specific deposits have not been.
e Products and guarantees
The life insurance products offered by the Group’s Asian operations include a range of with-profits and non-participating term, whole life, endowment and unit-linked policies. The Asian operations also offer health, disability, critical illness and accident coverage to supplement its core life products.
The terms and conditions of the contracts written by the Asian operations and, in particular, the products’ options and guarantees, vary from territory to territory depending upon local market circumstances.
In general terms, the Asian participating products provide savings and protection where the basic sum assured can be enhanced by a profit share (or bonus) from the underlying fund as determined at the discretion of the insurers. The Asian operations’ non-participating term, whole life and endowment products offer savings and/or protection where the benefits are guaranteed or determined by a set of defined market-related parameters. Unit-linked products combine savings with protection, the cash value of the policy depends on the value of the underlying unitised funds. Accident and Health (A&H) policies provide mortality or morbidity benefits and include health, disability, critical illness and accident coverage. A&H products are commonly offered as supplements to main life policies but can be sold separately.
Subject to local market circumstances and regulatory requirements, the guarantee features described in note D2(e) in respect of UK business broadly apply to similar types of participating contracts written in the Hong Kong branch, Singapore and Malaysia. Participating products have both guaranteed and non-guaranteed elements.
Non-participating long-term products are the only ones where the insurer is contractually obliged to provide guarantees on all benefits. Investment-linked products have the lowest level of guarantee if indeed they have any.
Product guarantees in Asia can be broadly classified into four main categories, namely premium rate, cash value and interest rate guarantees, policy renewability, and convertibility options.
The risks on death coverage through premium rate guarantees are low due to appropriate product pricing.
Cash value and interest rate guarantees are of three types:
• Maturity values
Maturity values are guaranteed for non-participating products and on the guaranteed portion of participating products. Declared annual bonuses are also guaranteed once vested. Future bonus rates and cash dividends are not guaranteed on participating products.
• Surrender values
Surrender values are guaranteed for non-participating products and on the guaranteed portion of participating products. The surrender value of declared reversionary bonuses are also guaranteed once vested. Market value adjustments and surrender penalties are used where the law permits such adjustments in cash values.
• Interest rate guarantees
It is common in Asia for regulations or market-driven demand and competition to provide some form of capital value protection and minimum crediting interest rate guarantees. This would be reflected within the guaranteed maturity and surrender values.
The guarantees are borne by shareholders for non-participating and investment-linked (non-investment guarantees only) products. Participating product guarantees are predominantly supported by the segregated life funds and their estates.
The most significant book of non-participating business in the Asian operations is Taiwan’s whole of life contracts. For these contracts there are floor levels of policyholder benefits that accrue at rates set at inception which are set by reference to minimum terms established by local regulation also at the time of inception. These rates do not vary subsequently with market conditions.
Under these contracts, the cost of premiums are also fixed at inception based on a number of assumptions at that time, including long-term interest rates, mortality assumptions and expenses. The guaranteed maturity and surrender values reflect the pricing basis. The main variable that determines the amounts payable under the contracts is the duration of the contracts, which is determined by death or surrender. The sensitivity of the IFRS result for these contracts is shown in note (j) below.
Whole of life contracts with floor levels of policyholder benefits that accrue at rates set at inception are also written in the Korean life operations, though to a much less significant extent than in Taiwan. The Korean business has non-linked liabilities and linked liabilities at 31 December 2008 of £312 million and £742 million respectively (2007: £261 million and £728 million respectively). The business is much less sensitive to returns than Taiwan with a higher proportion of linked and health business.
226 Prudential plc Annual Report 2008
The other area of note in respect of guarantees is the Japanese business where pricing rates are higher than current bond yields. Lapse risk is a feature in that policyholders could potentially surrender their policies on guaranteed terms if interest rates significantly increased leaving the potential for losses if bond values had depreciated significantly. However, the business is matched to a relatively short realistic liability duration.
The method for determining liabilities of insurance contracts for UK GAAP, and hence IFRS, purposes for some Asian operations is based on US GAAP principles and this method applies to contracts with cash value and interest rate guarantees. Following standard US GAAP procedure, premium deficiency reserve calculations are performed each year to establish whether the carrying values of the liabilities are sufficient.
On the US GAAP basis the calculations are deterministic, that is to say based on a single set of projections, and expected long-term rates of return are applied.
f Exposure to market risk
The Asian operations sell with-profits and unit-linked policies and, although the with-profits business generally has a lower terminal bonus element than in the UK, the investment portfolio still contains a proportion of equities and, to a lesser extent, property. Non-participating business is largely backed by debt securities or deposits. With the principal exception of Taiwan’s whole of life policy book, as described in note (j) below, the exposure to market risk of the Group arising from its Asian operations is at modest levels. This arises from the fact that the Asian operations have a balanced portfolio of with-profits, unit-linked and other types of business.
g Process for setting assumptions and determining liabilities
The future policyholder benefit provisions for Asian businesses in the Group’s IFRS accounts and previously under the MSB, are determined in accordance with methods prescribed by local GAAP adjusted to comply, where necessary, with UK GAAP.
For Asian operations in countries where local GAAP is not well established and in which the business written is primarily non-participating and linked business, US GAAP is used as the most appropriate reporting basis. Of the more significant Asian operations, this basis is applied in Taiwan, Japan and Vietnam. The future policyholder benefit provisions for non-linked business are determined under FAS 60 using the net level premium method, with an allowance for surrenders, maintenance and claims expenses. Rates of interest used in establishing the policyholder benefit provisions vary by operation depending on the circumstances attaching to each block of business.
For the traditional business in Taiwan, the economic scenarios used to calculate the IFRS results reflect the assumption of a phased progression of bond yields from current rates to long-term expected rates. The projections assume that the current bond yields of around 1.4 per cent (2007: 2.5 per cent) trend towards 5.5 per cent (2007: 5.5 per cent) at 31 December 2018 (2007: 2013).
h Reinsurance
The Asian businesses cede only minor amounts of business outside the Group with immaterial effects on reported profit. Financial During 2008, reinsurance premiums for externally ceded business were £76 million (2007: £52 million) and the reinsurance statements assets were £24 million (2007: £12 million) in aggregate.
i Effect of changes in bases and assumptions used to measure insurance assets and liabilities a Changes in key assumptions
For 2008, the result for Asian operations was reduced by the effect of a number of individually small assumptions changes of, in aggregate, £21 million. There were no changes of assumptions that had a material impact on the 2007 results for Asian operations.
For the Taiwanese life operation the profits attaching to legacy interest rate guaranteed products are particularly affected by the rates of return earned, and estimated to be earned on the assets held to cover liabilities and on future investment income and contract cash flows. Under IFRS, the insurance contract liabilities of the Taiwan business are determined on the US GAAP basis previously applied under UK GAAP. Under this basis, the policy liabilities are calculated on sets of assumptions, which are locked in at the point of policy inceptions, and a deferred acquisition cost is held in the balance sheet.
The adequacy of the insurance contract liabilities is tested by reference to best estimates of expected investment returns on policy cash flows and reinvestment income. The assumed earned rates are used to discount the future cash flows. For 2008 the projection assumes that the current
bond yields at 31 December 2008 of 1.4 per cent trend towards 5.5 per cent at 31 December 2018. This compares to the 2007 results for which the projections assume the current bond yields of around 2.5 per cent trend towards 5.5 per cent at 31 December 2013. Under the liability adequacy testing applied for IFRS the change of progression period had no effect on the carrying value of the deferred acquisition costs or liability to policyholders.
The liability adequacy test is more sensitive to changes in the expected long-term rate, further delays in the assumed progression period, or a combination thereof. However, as explained in note I10, on 20 February 2009 the Company announced the intended sale of the legacy agency book and agency force in Taiwan to China Life Insurance of Taiwan.
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Notes on the Group financial statements D: Life assurance businesses continued
D4: Asian insurance operations continued
b Deferral and amortisation of acquisition costs
Under IFRS, the basis of accounting for insurance assets and liabilities reflects ‘grandfathered’ GAAP under the Modified Statutory Basis. In general, this requires the deferral and amortisation of acquisition costs in line with the emergence of margins. In 2008, the basis of deferral and amortisation has been adjusted for a number of territories to better reflect the MSB requirement as follows: For the India life operation, reflecting the initial development stage of the business, acquisition costs had previously not been deferred. In 2008, £19 million of deferred acquisition costs, net of amortisation in the year, has been established.
For the Korea life business, the deferral of acquisition costs had previously followed the local regulatory basis as being an appropriate proxy for the MSB basis. The regulatory basis is subject to constraints in respect of assumptions for expense loadings, the amortisation period, and the DAC balance not being higher than the cash surrender value. This basis is no longer appropriate and on adjusting the basis £9 million of DAC has been established that reflects a revised estimate of the 1 January 2008 balance and a charge of £26 million for current year acquisition costs (net of amortisation) for applying the more appropriate basis.
For Singapore, refinements have been made with a £21 million benefit (of which £7 million relates to the 1 January 2008 position) where the local risk based capital approach does not provide an appropriate basis of implicit allowance for acquisition costs for certain products.
In Hong Kong, adjustments have been made with a net overall effect of £10 million.
j Sensitivity of IFRS basis profit and equity to market and other risks
Currency translation
Consistent with the Group’s accounting policies, the profits of the Asian operations are translated at average exchange rates and shareholders’ equity at the closing rate for the reporting period. For 2008, the rates for the most significant operations are given in note B4.
A 10 per cent increase or decrease in these rates and those of other Asian operations would have reduced or increased profit before tax attributable to shareholders, profit for the year and shareholders’ equity, excluding goodwill, attributable to Asian operations respectively as follows:
A 10% increase in A 10% decrease in exchange rates exchange rates 2008 £m 2007 £m 2008 £m 2007 £m
Profit before tax attributable to shareholders* (14) (16) 18 20 Profit for the year (6) (10) 8 13 Shareholders’ equity, excluding goodwill, attributable to Asian operations (202) (124) 246 151
*Sensitivity on profit before tax i.e. aggregate of the operating profit based on longer-term investment returns, short-term fluctuations in investment returns, and actuarial gains and losses on defined benefit pension schemes, as discussed in note B1.
Other risks i With-profits business
Similar principles to those explained for UK with-profits business apply to profit emergence for the Asian with-profits business. Correspondingly, the profit emergence reflects bonus declaration and is relatively insensitive to period by period fluctuations in insurance risk or interest rate movements.
ii Unit-linked business
As for the UK insurance operations, the profits and shareholders’ equity related to the Asian operations is primarily driven by charges related to invested funds. For the Asian operations, substantially all of the contracts are classified as insurance contracts under IFRS 4, i.e. containing significant insurance risk. The sensitivity of profits and equity to changes in insurance risk is minor and, to interest rate risk, not material.
iii Other business
Taiwan whole of life business – interest rate risk on deferred acquisition costs and policyholders’ liabilities
The principal other business of Asian operations which is most sensitive to interest rates is the traditional whole of life business written in Taiwan.
The in-force business of the Taiwan life operation includes traditional whole of life policies where the premium rates have been set by the regulator at different points for the industry as a whole. Premium rates were set to give a guaranteed minimum sum assured on death and a guaranteed surrender value on early surrender based on prevailing interest rates at the time of policy issue. Premium rates also included allowance for mortality and expenses. The required rates of guarantee have fallen over time as interest rates have reduced from a high of eight per cent to current levels of around 1.4 per cent. The current low level of bond rates in Taiwan gives rise to a negative spread for the majority of these policies. The current cash cost of funding in-force negative spread in Taiwan is around £50 million a year.
228 Prudential plc Annual Report 2008
The profits attaching to these contracts are particularly affected by the rates of return earned, and estimated to be earned, on the assets held to cover liabilities and on future investment income and contract cash flows. Under IFRS, the insurance contract liabilities of the Taiwan business are determined on the US GAAP basis as applied previously under UK GAAP. Under this basis, the policy liabilities are calculated on sets of assumptions, which are locked in at the point of policy inception, and a deferred acquisition cost is held in the balance sheet.
The adequacy of the insurance contract liabilities is tested by reference to best estimates of expected investment returns on policy cash flows and reinvested income. The assumed earned rates are used to discount the future cash flows. The assumed earned rates consist of a long-term best estimate determined by consideration of long-term market conditions and rates assumed to be earned in the trending period. For 2008 and 2007, it has been projected that rates of return for Taiwanese bond yields will trend from the current levels of some 1.4 per cent (2.5 per cent) to 5.5 per cent by 31 December 2018 (2007: 5.5 per cent by 2013).
The liability adequacy test results are sensitive to the attainment of the trended rates during the trending period. Based on the current asset mix, margins in other contracts that are used in the assessment of the liability adequacy tests and currently assumed future rates of return, if interest rates were to remain at current levels in 2009 and 2010 and the target date for attainment of the long-term bond yield deferred to 31 December 2020, the premium reserve, net of deferred acquisition costs, would be sufficient. If interest rates were to remain at current levels beyond the end of 2009 with the date of the attainment of the long-term rate further delayed, the margin within the net GAAP reserve will reduce further.
However, the need to write off deferred acquisition costs or increase the liabilities, and by how much, would be affected by the impact of new business written between 31 December 2008 and the future reporting dates to the extent that the business is taken into account as part of the liability adequacy testing calculations for the portfolio of contracts.
The adequacy of the liability is also sensitive to the level of the projected long-term rate on bonds. The current long-term assumption of 5.5 per cent has been determined on a best estimate basis by reference to detailed assessments of the financial dynamics of the Taiwanese economy. In the event that the rate applied was altered, the carrying value of the deferred acquisition costs and policyholder liabilities would potentially be affected.
At 31 December 2008, if the assumed long-term bond yield applied had been reduced by both 0.5 and 1.0 per cent from 5.5 per cent to 4.5 per cent and continued to apply the same progression period to 31 December 2018, by assuming bond yields increase from current levels in equal annual instalments to the long-term rate, the premium reserve, net of deferred acquisition costs, would have been sufficient. An additional 0.5 per cent reduction in the assumed long-term rate from 4.5 per cent to 4.0 per cent would lead to a charge of some £150 million.
The adequacy of the Taiwan insurance contract liabilities is also sensitive to movements in short-term movements in market interest rates. This is because a reduction in the current interest rates would alter the progression rate to the long-term rate and the assumed timing of attainment of the rate may be insufficient and they would have been deferred. Based on the in-force business at 31 December 2008, a delay of one to two years in the attainment of the long-term rate of 5.5 per cent would not give rise to an additional charge. Based on the in-force business at 31 December 2008, a delay of three to four years in the attainment of the long-term rate of 5.5 per cent would not give rise to a significant charge. A delay of five years would give rise to a charge of some £60 million. Financial For the Korean and Japanese life business exposures described in note (e) above, the results are comparatively unaffected by statements changes of assumption.
Interest rate risk for other business excluding Taiwan
In addition to the sensitivity of the Taiwan results to the impact of current period and longer-term interest rates on liability adequacy tests, as described above, the other business and solvency capital of Asian operations are also sensitive to the vagaries of routine movements in interest rates.
Asian operations offer a range of insurance and investment products, predominantly with-profits and non-participating term, whole life endowment and unit linked.
Excluding with-profit and unit-linked business along with Taiwan, which is detailed above, 71 per cent (2007: 72 per cent) of the bond portfolio for other business of Asian operations at 31 December 2008 was held in Japan, Singapore and Vietnam with corporate bond rates varying from territory to territory and ranging from 1.17 per cent to 10.18 per cent at 31 December 2008 (1.5 per cent to 9.1 per cent at 31 December 2007)
for these three countries. An analysis of movements in bond rates during previous periods and its impact on IFRS basis profit or loss and shareholders’ equity has been undertaken, with reasonably possible movements for these countries being considered to be 0.5 per cent for Japan, 1.0 per cent for Singapore and 1.5 per cent for Vietnam.
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Notes on the Group financial statements D: Life assurance businesses continued
D4: Asian insurance operations continued
Based on these movements, plus indicative changes for bonds held in other Asian operations within the region, the impact on IFRS basis profit or loss and shareholders’ equity from a reasonably possible change in interest rates for Asian operations excluding Taiwan at 31 December 2008 has been assessed, with rate movements ranging from 0.5 per cent to 1.5 per cent (2007: 0.25 per cent to 1.0 per cent) dependent on country. Looking at the region in aggregate and noting that interest rates are unlikely to move consistently by the same degree from period to period, the range of movements considered to be reasonably possible would result in a change in IFRS profit or loss of plus or minus £56 million (2007: £30 million). These amounts, if they arose, would be recorded within the category short-term fluctuations in investment returns in the Group’s supplementary analysis of profit before tax. After adjusting for deferred tax the reasonably possible effect on shareholders’ equity is plus or minus £45 million (2007: £22 million).
Equity price risk
The principal holders of equity securities are the Taiwan, Singapore and Vietnam businesses. For the Taiwan and Singapore operations market changes have a direct effect on profit and loss with no matching effect on the carrying value of policyholder liabilities. This is also true for the Vietnam business. However, to the extent that equity investment appreciation is realised through sales of securities then policyholders’ liabilities are adjusted to the extent that policyholders’ participate.
In light of the recent market conditions, the Group has extended the range of reasonably possible movements in the value of equity prices at 31 December 2008. Consequently, in addition to the movement of 10 per cent as applied at 31 December 2007, for 2008, the Group has also estimated the sensitivity to movements of 20 and 40 per cent. The estimated sensitivity to a 10 per cent change in equity prices for shareholder-backed Asian other business, which would be reflected in the short-term fluctuation component of the Group’s supplementary analysis of profit before tax, at 31 December 2008 and 2007 and to a 20 and 40 per cent change in equity prices at 31 December 2008 would be as follows:
2008 £m 2007 £m A decrease A decrease A decrease A decrease of 40% of 20% of 10% of 10%
Pre-tax (176) (88) (44) (73) Related deferred tax (where applicable) 5 3 1 5
Net effect on profit and equity (171) (85) (43) (68)
A 10, 20 or 40 per cent increase in their value would have an approximately equal and opposite effect on profit and shareholders’ equity to the sensitivities shown above. The low tax rate effect relates to the availability of losses in some of the territories.
k Duration of liabilities
The Group uses cash flow projections of expected benefit payments as part of the determination of the value of in-force business when preparing EEV basis results. The maturity profile of the cash flows, taking account of expected future premiums and investment returns, is as follows:
2008 £m 2007 £m
Policyholder liabilities 20,909 17,033
% %
Expected maturity:
0 to 5 years 23 22 5 to 10 years 21 22 10 to 15 years 15 16 15 to 20 years 13 13 20 to 25 years 10 9 Over 25 years 18 18
230 Prudential plc Annual Report 2008
D5: Capital position statement for life assurance businesses
a Summary statement
The Group’s estimated capital position for life assurance businesses with reconciliations to shareholders’ equity is shown below. Available capital for each fund or group of companies is determined by reference to local regulation at 31 December 2008 and 2007.
2008 £m
Parent company and Other share-UK life holders’ assurance Asian Total equity of Total subs
idi- life life M&G other PAC with- aries and assurance assurance (including subsidi-
WPSF profits funds subsidi- opera- Prudential aries and Group
31 December 2008 SAIF note i fund note ii Jackson aries tions Capital) funds total
Group shareholders’ equity
Held outside long-term funds:
Net assets 735 1,698 2,056 4,489 147 (1,839) 2,797 Goodwill – – – – – 111 111 1,153 77 1,341 Total 735 1,698 2,167 4,600 1,300 (1,762) 4,138
Held in long-term funds note iii 920 – – 920 – 920
Total Group shareholders’ equity – – – 1,655 1,698 2,167 5,520 1,300 (1,762) 5,058
Adjustments to regulatory basis
Unallocated surplus of with-profits funds note v 8,254 8,254 – – 160 8,414
Shareholders’ share of realistic liabilities (2,028) (2,028) – – (2,028) Deferred acquisition costs of non-participating business not recognised for regulatory reporting purposes (3) (10) (13) (128) (3,962) (876) (4,979)
Jackson surplus notes note iv – – – – 173 – 173 Investment and policyholder liabilities valuation differences between Financial IFRS and regulatory basis for statements
Jackson note ix 4,819 4,819
Adjustment from IAS 19 basis pension deficit attributable to WPSF to pension liability for regulatory purposes note vii (147) (147) – – (147)
Valuation difference on PAL between
IFRS basis and regulatory basis (1,350) (1,350) – – (1,350) Other adjustments to restate these amounts to a regulatory basis (with SAIF and the WPSF on a Peak 2 realistic basis) note v 3 643 646 (474) 30 (41) 161
Total adjustments – 5,362 5,362 (602) 1,060 (757) 5,063 Total available capital resources of life assurance businesses on local regulatory bases – 5,362 5,362 1,053 2,758 1,410 10,583
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Notes on the Group financial statements D: Life assurance businesses continued
D5: Capital position statement for life assurance businesses continued
2008 £m Other UK life assurance
Total subsidiaries Asian life Total life WPSF PAC with- and funds assurance assurance
31 December 2008 SAIF note i profits fund note ii Jackson subsidiaries operations
Policyholder liabilities
With-profits liabilities of UK regulated with-profits funds:
Insurance contracts 9,260 26,466 35,726 – 4,416 40,142
Investment contracts (with discretionary participating features) 494 22,873 23,367 – 79 23,446 Total 9,754 49,339 59,093 – 4,495 63,588
Other liabilities:
Insurance contracts: With-profits liabilities of non-UK regulated funds 3,407 3,407
Unit-linked, including variable annuity – 1,872 1,872 6,041 14,538 7,220 29,671
Other life assurance business 264 12,625 12,889 16,228 27,938 5,755 62,810
Investment contracts without discretionary participation features (principally unit-linked and similar contracts in the UK and GIC liabilities of Jackson) note vi – – – 11,584 2,885 32 14,501 Total 264 14,497 14,761 33,853 45,361 16,414 110,389 Total policyholder liabilities shown in the consolidated balance sheet 10,018 63,836 73,854 33,853 45,361 20,909 173,977
232 Prudential plc Annual Report 2008
2007 £m
Parent company and Other share-UK life holders’ assurance Asian Total equity of Total subsidi- life life
M&G other PAC with- aries and assurance assurance (including subsidi-
WPSF profits funds subsidi- opera- Prudential aries and Group
31 December 2007 SAIF note i fund note ii Jackson aries tions Capital) funds total
Group shareholders’ equity Held outside long-term funds:
Net assets – – – 550 2,690 1,258 4,498 271 (862) 3,907 Goodwill – – – – – 111 111 1,153 77 1,341 Total – – – 550 2,690 1,369 4,609 1,424 (785) 5,248 Held in long-term funds note iii – – – 814 – – 814 – – 814 Total Group shareholders’ equity – – – 1,364 2,690 1,369 5,423 1,424 (785) 6,062
Adjustments to regulatory basis
Unallocated surplus of with-profits funds note v – 13,813 13,813 – – 146 13,959 Shareholders’ share of realistic liabilities – (4,178) (4,178) – – – (4,178) Deferred acquisition costs of non-participating business and goodwill not recognised for regulatory reporting purposes (4) (15) (19) (143) (1,928) (790) (2,880) Jackson surplus notes note iv – – – – 125 – 125 Adjustment from IAS 19 basis pension deficit attributable to WPSF to pension liability for regulatory purposes note vii – (138) (138) – – – (138) Valuation difference on PAL between IFRS basis and regulatory basis – (1,117) (1,117) – – – (1,117) Other adjustments to restate these amounts to a regulatory basis
(with SAIF and the WPSF on Financial a Peak 2 realistic basis) note v 4 355 359 (239) 1,364 149 1,633 statements Total adjustments – 8,720 8,720 (382) (439) (495) 7,404
Total available capital resources of life assurance businesses on local regulatory bases – 8,720 8,720 982 2,251 874 12,827
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Notes on the Group financial statements D: Life assurance businesses continued
D5: Capital position statement for life assurance businesses continued
2007 £m Other UK life assurance
Total subsidiaries Asian life Total life WPSF PAC with- and funds assurance assurance
31 December 2007 SAIF note i profits fund note ii Jackson subsidiaries operations
Policyholder liabilities With-profits liabilities of UK regulated with-profits funds:
Insurance contracts 12,672 34,029 46,701 – – 3,307 50,008 Investment contracts (with discretionary participating features) 693 28,773 29,466 – – 84 29,550 Total 13,365 62,802 76,167 – – 3,391 79,558 Other liabilities: Insurance contracts: With-profits liabilities of non-UK regulated funds 2,973 2,973 Unit-linked, including variable annuity 2,029 2,029 8,338 15,027 6,971 32,365 Other life assurance business 255 11,494 11,749 14,121 17,899 3,661 47,430 Investment contracts without discretionary participation features (principally unit-linked and similar contracts in the UK and GIC liabilities of Jackson) note vi 14 14 12,059 1,922 37 14,032 Total 255 13,537 13,792 34,518 34,848 13,642 96,800 Total policyholder liabilities shown in the consolidated balance sheet 13,620 76,339 89,959 34,518 34,848 17,033 176,358
Notes i WPSF unallocated surplus includes amounts related to the Hong Kong branch. Policyholder liabilities of the Hong Kong branch are included in the amounts of Asian life assurance subsidiaries. ii Excluding PAC shareholders’ equity that are included in ‘parent company and shareholders’ equity of other subsidiaries and funds’. iii The term shareholders’ equity held in long-term funds refers to the excess of assets over liabilities attributable to shareholders of funds which are required by law to be maintained with segregated assets and liabilities. iv For regulatory purposes the Jackson surplus notes are accounted for as capital. v Other adjustments to shareholders’ equity and unallocated surplus include amounts for the value of non-participating business for UK regulated with-profits funds, deferred tax, admissibility and other items measured differently on the regulatory basis. For Jackson the principal reconciling item is deferred tax related to the differences between IFRS and regulatory basis as shown in the table above and other methodology differences. vi Insurance business accounted for as financial instruments under IAS 39. vii In determining the IAS 19 adjustment for the purposes of this table the deficit in the Group’s main pension scheme used for the calculation includes amounts for investments in Prudential insurance policies (see note I1). viii Asia 2007 comparative adjustments reflect adjustments for intra-group balances that are recognised on a local regulatory basis. ix The investment and policyholder liabilities valuation difference between IFRS and regulatory bases for Jackson is mainly due to not all investments being carried at fair value under the regulatory basis and also for the valuation difference on annuity reserves.
234 Prudential plc Annual Report 2008
b Basis of preparation, capital requirements and management
Each of the Group’s long-term business operations is capitalised to a sufficiently strong level for its individual circumstances. Details by the Group’s major operations are shown below.
i UK insurance operations
The FSA rules which govern the Prudential regulation of insurance form part of the Prudential Sourcebook for Insurers, the General Prudential Sourcebook and Interim Prudential Sourcebook for Insurers. Overall, the net requirements of the General Prudential Sourcebook are intended to align the capital adequacy requirements for insurance business more closely with those of banking and investment firms and building societies, for example, by addressing tiers of capital, rather than looking at net admissible assets. An insurer must hold capital resources equal at least to the Minimum Capital Requirement (MCR).
The Prudential Sourcebook for Insurers also contains rules on Individual Capital Assessments. Under these rules and the rules of the General Prudential Sourcebook all insurers must assess for themselves the amount of capital needed to back their business. If the FSA views the results of this assessment as insufficient, it may draw up its own Individual Capital Guidance for a firm, which can be superimposed as a requirement.
PAC WPSF and SAIF
Under FSA rules, insurers with with-profits liabilities of more than £500 million must hold capital equal to the higher of the MCR and the Enhanced Capital Requirement (ECR). The ECR is intended to provide a more risk responsive and ‘realistic’ measure of a with-profit insurer’s capital requirements, whereas the MCR is broadly speaking equivalent to the previous required minimum margin under the Interim Prudential Sourcebook and satisfies the minimum EU Standards.
Determination of the ECR involves the comparison of two separate measurements of the firm’s resources requirement, which the FSA refers to as the ‘twin peaks’ approach.
The two separate peaks are:
i The requirement comprised by the mathematical reserves plus the ‘Long-Term Insurance Capital Requirement’ (LTICR), together known as the ‘regulatory peak’; and
ii a calculation of the ‘realistic’ present value of the insurer’s expected future contractual liabilities together with projected ‘fair’ discretionary bonuses to policyholders, plus a risk capital margin, together known as the ‘realistic peak’.
Available capital of the WPSF and SAIF of £5.4 billion (2007: £8.7 billion) represents the excess of assets over liabilities on the FSA realistic basis. Unlike the previously discussed FRS 27 basis, realistic liabilities on the regulatory basis include the shareholders’ share of future bonuses. These amounts are shown before deduction of the risk capital margin (RCM) which is estimated to be £2.1 billion at 31 December 2008 (2007: £2.0 billion). Financial The FSA’s basis of setting the RCM is to target a level broadly equivalent to a Standard & Poor’s credit rating of BBB and to statements judge this by ensuring there are sufficient assets to absorb a 1 in 200 year event. The RCM calculation achieves this by setting rules for the determination of margins to cover defined stress changes in asset values and yields for market risk, credit risk and termination risk for with-profits policies.
As noted in section D2(g)(ii), PAC has discretion in its management actions in the case of adverse investment conditions. Management actions encompass, but are not confined to, investment allocation decisions, levels of reversionary bonuses, crediting rates and total claim values. To illustrate the flexibility of management actions, rates of regular bonus are determined for each type of policy primarily by targeting them at a prudent proportion of the long-term expected future investment return on the underlying assets. The expected future investment return is reduced as appropriate for each type of policy to allow for items such as expenses, charges, tax and shareholders’ transfers. However, the rates declared may differ by product type, or by date of payment of the premiums or date of issue of the policy, if the accumulated annual bonuses are particularly high or low relative to a prudent proportion of the achieved investment return.
When target bonus levels change, the PAC board has regard to the overall financial strength of the long-term fund when determining the length of time over which it will seek to achieve the amended product target bonus level.
In normal investment conditions, PAC expects changes to regular bonus rates to be gradual over time and changes are not expected to exceed one per cent per annum over
any year. However, discretion is retained as to whether or not a regular bonus is declared each year, and there is no limit on the amount by which regular bonus rates can be changed.
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Notes on the Group financial statements D: Life assurance businesses continued
D5: Capital position statement for life assurance businesses continued
As regards smoothing of maturity and death benefits, in normal circumstances PAC does not expect most pay-out values on policies of the same duration to change by more than 10 per cent up or down from one year to the next, although some larger changes may occur to balance pay-out values between different policies. Greater flexibility may be required in certain circumstances, for example following a significant rise or fall in market values (either sudden or over a period of years) and in such situations the PAC board may decide to vary the standard bonus smoothing limits to protect the overall interests of policyholders.
For surrender benefits, any substantial fall in the market value of the assets of the with-profits sub-fund would lead to immediate changes in the application of MVRs for accumulating with-profits policies, firstly to increase the size of MVRs already being applied and, secondly, to extend the range of policies for which an MVR is applied.
Other UK life assurance subsidiaries and funds
The available capital of £1,053 million (2007: £982 million) reflects the excess of regulatory basis assets over liabilities of the subsidiaries and funds, before deduction of the capital resources requirement of £884 million (2007: £841 million).
The capital resources requirement for these companies broadly reflects a formula which, for active funds, equates to a percentage of regulatory reserves plus a percentage of death strains.
ii Jackson
The regulatory framework for Jackson is governed by the requirements of the US NAIC approved risk-based capital standards. Under these requirements life insurance companies report on a formula-based capital standard that they calculate by applying factors to various asset, premium and reserve items. The formula takes into account the risk characteristics of a company, including asset risk, insurance risk, interest rate risk and business risk.
The available capital of Jackson shown above of £2,758 million (2007: £2,251 million) reflects US regulatory basis assets less liabilities including asset valuation reserves. The asset valuation reserve is designed to provide for future credit-related losses on debt securities and losses on equity investments. Available capital includes a reduction for the effect of the interest maintenance reserve, which is designed by state regulators to defer recognition of non-credit related realised capital gains and losses and to recognise them rateably in the future.
Jackson’s risk-based capital ratio is significantly in excess of regulatory requirements. Effective for 2008 reporting, the local regulator granted Jackson three permitted practices, which expire 1 October 2009, unless extended by the local regulator. One permitted practice allows Jackson to carry interest rate swaps at book value, as if statutory hedge accounting were in place, instead of at fair value as would have been otherwise required. Jackson must also demonstrate the effectiveness of its interest rate swap programme pursuant to the Michigan Insurance Code. The local regulator also granted a permitted practice to allow Jackson to recognise book to tax differences that will reverse within the next three years (instead of one year as required by the NAIC) in determining the admissible tax asset (subject to a limitation of 15 per cent of capital and surplus versus the 10 per cent limitation imposed by the NAIC guidance). Finally, the local regulator granted a permitted practice to allow Jackson to use an average interest rate in calculating certain regulatory requirements. The permitted practice requires that Jackson maintain certain minimum capital levels excluding the effect of the permitted practices. The total effect of these permitted practices was to increase statutory surplus by £588 million and reduce authorised control level required capital by £57 million at 31 December 2008.
iii Asian operations
The available capital shown above of £1,410 million (2007: £874 million) represents the excess of local regulatory basis assets over liabilities before deduction of required capital of £407 million (2007: £265 million). These amounts have been determined applying the local regulations in each of the operations.
The businesses in Asia are subject to local capital requirements in the jurisdictions in which they operate. The Hong Kong business branch of PAC and its capital requirements are subsumed within those of the PAC long-term fund. For the other material Asian operations, the details of the basis of determining regulatory capital and regulatory capital requirements are as follows:
Singapore
In Singapore a risk-based regulatory framework applies rather than one based on a net premium approach.
For participating business, a gross premium reserve, determined using prudent best estimate assumptions and which makes allowance for future bonus, is held. The amount held is subject to a minimum of the higher of the assets attributed to participating business and a gross premium reserve calculated on specified assumptions, but without allowance for future bonus, that include prescribed provisions for adverse deviations (PADs).
For non-participating business, gross premium reserves are held. For linked business the value of units is held together with a non-unit reserve calculated in accordance with standard actuarial methodology.
236 Prudential plc Annual Report 2008
Taiwan
Basic policy reserves are determined using a net premium method. Both mortality and interest rates are specified. For more recent issues, the valuation rate of interest has been linked to the prevailing market rate on 10-year government bonds.
Solvency capital is determined using a risk-based capital approach. In 2008, due to the financial crisis, the local regulator provided relief to ease certain of the requirements in determining the risk-based capital surplus. This relief applies to 2008 and 2009.
Japan
Mathematical reserves for traditional business are determined on a net premium basis using prescribed mortality and interest rates. Interest rates reflect the original pricing assumptions.
For linked business the value of units is held together with a non-unit reserve calculated in accordance with standard actuarial methodology.
With regard to solvency, the adjusted solvency capital assets of the Company must exceed 200 per cent of the risk related capital requirement value at risk. It is thus a risk-based capital approach.
Malaysia
Mathematical reserves for traditional business are determined on a modified net premium basis using prescribed mortality and interest rates (no higher than four per cent).
For linked business the value of units is held together with a non-unit reserve calculated in accordance with standard actuarial methodology.
The capital requirement is determined as four per cent of reserves plus a specified percentage of sums at risk. There is an overriding minimum capital requirement of 100 million Malaysian Ringgit.
Malaysia is adopting a risk-based capital framework from 2009, which has not been reflected in the tables presented.
Vietnam
Mathematical reserves are calculated using a modified net premium approach, using a stable set of assumptions agreed with the regulator.
The capital requirement is determined as four per cent of reserves plus a specified percentage of 0.1 per cent of sums at risk for policies with original term less than or equal to five years or 0.3 per cent of sums at risk for policies with original term of more than five years. An additional capital requirement of Vietnamese Dong 200 billion is also required for companies transacting unit-linked business.
Korea
Policy reserves for traditional business are determined on net premium reserve basis using pricing mortality and prescribed standard interest rates. Financial For linked business, the value of units is held together with the non-unit reserves calculated in accordance with regulatory statements standard actuarial methodology.
The capital requirement in Korea is determined as four per cent of the policy reserves and expected claims after reinsurance. Insurance companies in Korea are expected to maintain a level of free surplus in excess of the capital requirements with the usual level of solvency margin being around 200 per cent of the required capital.
iv Group capital requirements
In addition to the requirements at individual company level, FSA requirements under the IGD apply additional prudential requirements for the Group as a whole. Discussion of the Group’s estimated IGD position at 31 December 2008 is provided in the business review section of the Group’s 2008 Annual Report and in section C.
D
237
Notes on the Group financial statements D: Life assurance businesses continued
D5: Capital position statement for life assurance businesses continued
c Movements in total available capital
Total available capital for the Group’s life assurance operations has changed during 2008 as follows:
2008 £m Other UK life assurance Asian life subsidiaries assurance
WPSF and funds Jackson subsidiaries Group note i note iii note ii note iv total
Available capital at 31 December 2007 8,720 982 2,251 874 12,827
Changes in assumptions (149) (624) – (7) (780) Changes in management policy – 372 – 60 432 Changes in regulatory requirements – – (57) 134 77 New business and other factors (3,209) 323 564 349 (1,973) Available capital at 31 December 2008 5,362 1,053 2,758 1,410 10,583
Detail on the movement for 2007 is as follows:
2007 £m Other UK life assurance Asian life subsidiaries assurance
WPSF and funds Jackson subsidiaries Group note i note iii note ii note iv total
Available capital at 31 December 2006 8,688 903 2,083 745 12,419 Changes in assumptions (335) (33) – 4 (364) Changes in management policy – – – 12 12 Changes in regulatory requirements – – (7) – (7) New business and other factors 367 112 175 113 767 Available capital at 31 December 2007 8,720 982 2,251 874 12,827
Notes i WPSF
The decrease in 2008 reflects primarily the negative investment returns earned on the opening available capital and £149 million negative effect of changes in assumptions on a regulatory basis compares to the £83 million effect of change in assumptions on an IFRS basis as shown in note D2(i). The increase in 2007 reflects investment return earned on the opening available capital partially offset by the £335 million effect of assumption changes and a £214 million impact from a change in the risk-free yield curve which affects the outlook for future investment returns.
The £335 million effect of assumption changes on a regulatory basis compares to the £392 million effect of change in assumptions on an IFRS basis as shown in note D2(i). ii Jackson The increase of £507 million reflects an underlying decrease of £358 million (applying the 2008 year end exchange rate of 1.44) and £865 million of exchange translation gain.
The increase of £168 million in 2007 reflects an underlying increase of £203 million (applying the 2007 year end exchange rate of 1.99) and £35 million of exchange translation loss. iii Other UK life assurance subsidiaries and funds The effect from the changes in assumptions of valuation interest rates on insurance liabilities is broadly matched by the corresponding effect on assets leaving no significant impact on the available capital. iv Asian life assurance subsidiaries Asia’s 2006 and 2007 comparative adjustments reflect the intra-group balances that are recognised on a local regulatory basis.
238 Prudential plc Annual Report 2008
d Transferability of available capital
For PAC and all other UK long-term insurers, long-term business assets and liabilities must, by law, be maintained in funds separate from those for the assets and liabilities attributable to non-life insurance business or to shareholders. Only the ‘established surplus’ – the excess of assets over liabilities in the long-term fund determined through a formal valuation – may be transferred so as to be available for other purposes. Distributions from the with-profits sub-fund to shareholders reflect the shareholders’ one-ninth share of the cost of declared policyholders’ bonuses.
Accordingly, the excess of assets over liabilities of the PAC long-term fund is retained within that company. The retention of the capital enables it to support with-profits and other business of the fund by, for example, providing the benefits associated with smoothing and guarantees. It also provides investment flexibility for the fund’s assets by meeting the regulatory capital requirements that demonstrate solvency and by absorbing the costs of significant events or fundamental changes in its long-term business without affecting the bonus and investment policies.
For other UK long-term business subsidiaries, the amounts retained within the companies are at levels which provide an appropriate level of capital strength in excess of the regulatory minimum.
For Jackson, capital retention is maintained at a level consistent with an appropriate rating by Standard & Poor’s. Currently Jackson is rated AA. Jackson can pay dividends on its capital stock only out of earned surplus unless prior regulatory approval is obtained. Furthermore, dividends which exceed the greater of 10 per cent of Jackson’s statutory surplus or statutory net gain from operations for the prior year require prior regulatory approval.
For Asian subsidiaries, the amounts retained within the companies are at levels that provide an appropriate level of capital strength in excess of the local regulatory minimum. For ring-fenced with-profits funds, the excess of assets over liabilities is retained with distribution tied to the shareholders’ share of bonuses through declaration of actuarially determined surplus. The Singapore and Malaysian businesses may, in general, remit dividends to the UK, provided the statutory insurance fund meets the capital adequacy standard required under local statutory regulations.
Available capital of the non-insurance business units is transferable to the life assurance businesses after taking account of an appropriate level of operating capital, based on local regulatory solvency targets, over and above basis liabilities. The economic capital model described in section D1 (concentration of risks) takes into account restrictions on mobility of capital across the Group with capital transfers to and from business units triggered at a solvency level consistent with these targets. The model takes into account restrictions on the availability to the Group of the estate of the various with-profits funds throughout the Group.
e Sensitivity of liabilities and total capital to changed market conditions and capital management policies
Prudential manages its assets, liabilities and capital locally, in accordance with local regulatory requirements and reflecting the different types of liabilities Prudential has in each business. As a result of the diversity of products offered by Prudential and the different regulatory requirements in which it operates, Prudential employs differing methods of asset/liability and capital management, depending on the business concerned.
Stochastic modelling of assets and liabilities is undertaken in the UK, Jackson and Asia to assess the economic capital requirements under different confidence intervals and time horizons. In addition, reserve adequacy testing under a range of scenarios and dynamic Financial solvency testing is carried out, including under certain scenarios mandated by the UK, the US and Asian regulators. statements A stochastic approach models the inter-relationship between asset and liability movements, taking into account asset correlation, management actions and policyholder behaviour under a large number of alternative economic scenarios. These scenarios are projected forward over a period of time, typically 25 years or longer, and the liabilities and solvency position of the fund are calculated in each scenario in each future year. The fund’s policy on management actions, including bonus and investment policy, continue to be set in order that they are consistent with the available capital and the targeted risk of default.
The sensitivity of liabilities and other components of total capital vary depending upon the type of business concerned and this conditions the approach to asset/liability management.
For example, for businesses that are most sensitive to interest rate changes, such as immediate annuity business, Prudential uses cash flow analysis to create a portfolio of debt securities whose value changes in line with the value of liabilities when interest rates change. This type of analysis helps protect profits from changing interest rates. This type of analysis is used in the UK for annuity
business and by Jackson for its interest-sensitive and fixed indexed annuities and stable value products.
For businesses that are most sensitive to equity price changes, Prudential uses stochastic modelling and scenario testing to look at the future returns on its investments under different scenarios which best reflect the large diversity in returns that equities can produce. This allows Prudential to devise an investment and with-profits policyholder bonus strategy that, on the model assumptions, allows it to optimise returns to its policyholders and shareholders over time while maintaining appropriate financial strength. Prudential uses this methodology extensively in connection with its UK with-profits business.
f Intra-group arrangements in respect of SAIF
Should the assets of SAIF be inadequate to meet the guaranteed benefit obligations to the policyholders of SAIF, the PAC long-term fund would be liable to cover any such deficiency.
D
Due to the quality and diversity of the assets in SAIF and the ability of SAIF to revise guaranteed benefits in the event of an asset shortfall, the directors believe that the probability of either the PAC long-term fund or the Group’s shareholders’ funds, under their obligation to maintain the capital position of long-term funds generally, having to contribute to SAIF is remote.
239
Notes on the Group financial statements
E: Asset management (including US broker-dealer) and other operations
The Group’s asset management operations are based in the UK, Asia and the US where they operate different models and under different brands tailored to their markets.
Asset management in the UK is undertaken through M&G which is made up of three distinct businesses, being Retail, Wholesale and Finance, and whose operations include retail asset management, institutional fixed income, pooled life and pension funds, property and private finance.
Asset management in Asia serves both the life companies in Asia by managing the life funds and funds underlying the investment linked products and third-party customers through mutual fund business. Asia offers mutual fund investment products in a number of countries within the region, allowing customers to participate in debt, equity and money market investments.
Asset management in the US is undertaken through PPM America which manages assets for the Group’s US, UK and Asian affiliates plus also provides investment services to other affiliated and unaffiliated institutional clients including CDOs, private investment funds, institutional accounts and mutual funds. In addition, broker-dealer activities are undertaken in the US where trades in securities are carried out for both third-party customers and for its own account.
Other operations covers unallocated corporate activities and includes the head office functions.
E1: Income statement for asset management operations
The profit included in the income statement in respect of asset management operations for the year is as follows:
Asset management operations 2008 £m 2007 £m M&G US Asia Total Total
Revenue* 53 409 202 664 1,397 Charges 28 (402) (150) (524) (1,053)
Profit before tax 81 7 52 140 344
Profit before tax for asset management operations comprise:
Operating profit based on longer-term investment returns† 286 7 52 345 334 Short-term fluctuations in investment returns‡ (195) – – (195) 5 Shareholders’ share of actuarial gains and losses on defined benefit schemes (10) – – (10) 5
Profit before tax 81 7 52 140 344
*Included within revenue for M&G are realised and unrealised net losses of £673 million in respect of consolidated investment funds and Prudential Capital. The investment funds are managed on behalf of third-parties and are consolidated under IFRS in recognition of the control arrangements for the funds. The investment losses in respect of the investment funds are non-recourse to M&G and the Group and are added back through charges and consequently there is no impact on the profit before tax. Excluding the anomaly in respect of the consolidated investment funds the revenue for M&G would be £494 million and the charges, £413 million.
† Operating profit based on longer-term investment returns includes a £28 million charge for an impairment loss on a holding in Lehman Brothers.
‡ Short-term fluctuations for M&G are primarily in respect of unrealised value movements, on Prudential Capital’s bond portfolio.
240 Prudential plc Annual Report 2008
E2: Balance sheet for asset management operations
Assets, liabilities and shareholders’ funds included in the Group consolidated balance sheet in respect of asset management operations are as follows:
Asset management operations 2008 £m 2007 £m M&G US Asia Total Total
Assets
Intangible assets:
Goodwill 1,153 16 61 1,230 1,230 Deferred acquisition costs 6 – – 6 6 Total 1,159 16 61 1,236 1,236 Other non-investment and non-cash assets 27 169 99 295 521 Financial investments: Loansnote i 1,763 – – 1,763 2,334 Equity securities and portfolio holdings in unit trusts 11 – 12 23 17 Debt securitiesnote ii 975 – 16 991 882 Other investmentsnote v 432 24 6 462 155 Deposits 35 16 13 64 26 Total investments 3,216 40 47 3,303 3,414 Cash and cash equivalentsnote v 1,329 39 104 1,472 1,840
Total assets 5,731 264 311 6,306 7,011
Equity and liabilities Equity
Shareholders’ equitynote iii 1,300 114 228 1,642 1,677 Minority interests 1 – – 1 52 Total equity 1,301 114 228 1,643 1,729
Liabilities
Intra Group debt represented by operational borrowings at Group levelnote iv 1,278 – – 1,278 2,477
Net asset value attributable to external holders Financial of consolidated fundsnote v 1,065 – – 1,065 1,234 statements Other liabilities 2,087 150 83 2,320 1,571 Total liabilities 4,430 150 83 4,663 5,282
Total equity and liabilities 5,731 264 311 6,306 7,011
Notes i Loans
The M&G loans of £1,763 million relates to bridging loan finance managed by Prudential Capital. The bridging loan finance assets generally have no external credit ratings available, with internal ratings prepared by the Group’s asset management operations as part of the risk management process rating £1,100 million BBB+ to BBB- and £663 million BB+ to BB-. ii Debt securities Of the debt securities of £975 million for M&G at 31 December 2008, £959 million were rated AAA to A– by Standard and Poor’s or Aaa rated by Moody’s. iii M&G shareholder funds include those in respect of Prudential Capital, with the net reduction in the year primarily due to unrealised value movements of £190 million, on Prudential Capital’s bond portfolio. iv Intra Group debt represented by operational borrowings at Group level Operational borrowings for M&G are in respect of Prudential Capital’s short-term fixed income security programme and comprise £1,269 million of commercial paper and £9 million of medium-term notes. v Consolidated investment funds The M&G balance sheet shown above includes Prudential Capital together with investment funds which are managed on behalf of third-parties.
In respect of the consolidated investment funds, the balance sheet includes cash and cash equivalents of £835 million, £345 million of other investments, £(115) million of other net assets and liabilities and the net asset value attributable to external unit holders of £1,065 million in respect
E of these funds, which are non-recourse to M&G and the Group.
241
Notes on the Group financial statements
E: Asset management (including US broker-dealer) and other operations continued
E2: Balance sheet for asset management operations continued
Reconciliation of movement in investments
A reconciliation of the total investments of asset management operations from the beginning of the year to the end of the year is as follows:
Asset management operations M&G US Asia Total
£m £m £m £m
At 1 January 2007
Total investments 2,903 35 25 2,963 Less: Derivative liabilities (142) – – (142) Directly held investments, net of derivative liabilities 2,761 35 25 2,821
Net cash inflow from operating activities 296 – 21 317 Realised gains in the year 8 – – 8 Unrealised (losses) in the year (22) – – (22) Foreign exchange translation differences 105 (1) – 104 Movement in the year of directly held investments, net of derivative liabilities 387 (1) 21 407
At 31 December 2007/1 January 2008
Total investments 3,334 34 46 3,414 Less: Derivative liabilities (186) – – (186) Directly held investments, net of derivative liabilities 3,148 34 46 3,228
Net cash outflow from operating activities (601) – (14) (615) Realised gains in the year 9 – – 9 Unrealised (losses) in the year (148) (7) (1) (156) Foreign exchange translation differences 516 13 16 545 Movement in the year of directly held investments, net of derivative liabilities (224) 6 1 (217)
At 31 December 2008
Total investments 3,216 40 47 3,303 Less: Derivative liabilities (292) – – (292) Directly held investments, net of derivative liabilities 2,924 40 47 3,011
242 Prudential plc Annual Report 2008
E3: Regulatory capital positions
Asset management operations in the UK, Hong Kong, Singapore, Vietnam and China are subject to regulatory requirements based on fixed operating expenses and other operating considerations. The movement in the year of the surplus regulatory capital position of these operations, combined with the movement in the IFRS basis shareholders’ funds for other asset management operations, is as follows:
Asset management operations 2008 £m 2007 £m M&G US Asia Total Total
Capital surplus position
Beginning of year 99 81 92 272 243 Exchange movement (3) 39 31 67 (1) Movement in capital requirement (28) – 25 (3) (9) Gains during the year 89 1 46 136 189 Distributions made – (8) (34) (42) (150) End of year 157 113 160 430 272
The movement in the year reflects changes in regulatory requirements whilst gains are driven by profits generated during the year. Distributions consist of dividends paid up to the parent company.
The M&G figures include those for Prudential Capital.
E4: Sensitivity of profit and equity to market and other financial risk
i Currency translation
Consistent with the Group’s accounting policies, the profits of the Asia and PPM America asset management operations are translated at average exchange rates and shareholders’ equity at the closing rate for the reporting period. For 2008, the rates for the most significant operations are given in note B4.
A 10 per cent increase in these rates and those of other Asian operations would have reduced reported profit before tax attributable to shareholders and shareholders’ equity, excluding goodwill attributable to Asia and PPM America asset management operations, by £5 million (2007: £7 million) and £26 million (2007: £18 million) respectively.
ii Other sensitivities to other financial risks for asset management operations
The principal sensitivities to other financial risk of asset management operations are credit risk on the bridging loan portfolio
(as described in note E2) of M&G’s Prudential Capital operation and the indirect effect of changes to market values of funds under Financial management. Due to the nature of the asset management operations there is limited direct sensitivity to movements in interest statements rates. Total debt securities held at 31 December 2008 by asset management operations were £991 million (2007: £882 million), the majority of which are held by the Prudential Capital operation of M&G. Debt securities held by M&G are in general variable rate bonds and so market value is limited in sensitivity to interest rate movements and consequently any change in interest rates would not have a material impact on profit or shareholder’s equity. Asset management operations do not hold significant investments in property or equities.
E5: Other operations
Other operations consist of unallocated corporate activities relating to Group Head Office and the Asia regional head office, with net income and expenditure for the year of negative £260 million (2007: negative £260 million) as detailed in note B1. An analysis of the assets and liabilities of other operations is shown in note B6.
E
243
Notes on the Group financial statements F: Income statement notes
F1: Segmental information
The Group’s primary and secondary segments are described in detail in note B6.
Primary segment information
The segment results for the years ended 31 December 2008 and 2007 are as follows:
2008 £m 2007 £m
Revenue
Insurance operations (10,798) 31,555 Asset management 664 1,397 Unallocated corporate 157 186 Intra group revenue eliminated on consolidation (290) (268)
Total revenue, net of reinsurance, per income statementnote i (10,267) 32,870
Analysed as:
Investment returnsnote iii (30,202) 12,225 Other items 19,935 20,645
(10,267) 32,870 Charges (before income tax attributable to policyholders and unallocated surplus of long-term insurance funds)
Insurance operations, including post-tax transfers from (to) unallocated surplus of with-profits funds 8,980 (30,533) Asset management (524) (1,053) Unallocated corporate (553) (494) Intra group charges eliminated on consolidation 290 268
Total charges, net of reinsurance, per income statementnote i 8,193 (31,812) Segment results – revenue less charges (continuing operations)
Insurance operations (1,818) 1,022 Asset management 140 344 Unallocated corporate (396) (308) (Loss) profit before tax (being tax attributable to shareholders’ and policyholders’ returns)note ii (2,074) 1,058 Tax attributable to policyholders’ returns 1,624 5 (Loss) profit before tax attributable to shareholdersB1 (450) 1,063 Tax attributable to shareholders’ (loss) profit 59 (354) (Loss) profit from continuing operations after tax (391) 709
Segment results – discontinued operations
BankingI9 – 241
(Loss) profit for the year (391) 950
Notes i Total revenue for 2008 is negative £10,267 million whilst charges are a credit of £8,193 million. These abnormal effects arise from the basis of preparation whereby revenue includes investment appreciation, which is negative in 2008, and charges reflect the allocation, where appropriate, of investment return to policyholder benefits. ii The measure is the formal (loss) profit before tax measure under IFRS but is not the result attributable to shareholders. iii Investment return principally comprises
– Interest and dividends;
– Realised and unrealised gains and losses on securities and derivatives classified as fair value through profit and loss under IAS 39; and
– Realised gains and losses, including impairment losses, on securities classified as available-for-sale under IAS 39.
In its capacity as fund manager to fellow Prudential plc subsidiaries, M&G earns fees for asset management and related services. These services are charged at appropriate arm’s length prices, typically priced as a percentage of funds under management.
Total charges include a credit of £25,419 million (2007: charge of £11,295 million) for non-cash expenses other than depreciation and amortisation mainly due to the impact of negative market returns experienced during the year on benefit claims and movement in unallocated surplus of with-profits funds.
244 Prudential plc Annual Report 2008
Secondary segment information
Although the Company is UK registered, the Group manages its business on a global basis. The operations are based in three main geographical areas: UK, US and Asia.
2008 £m 2007 £m
Revenue
UK (12,213) 17,890 US 915 8,271 Asia 1,321 6,977 Intra group revenue (290) (268)
Total revenue per income statement (10,267) 32,870
F2: Revenue
2008 £m 2007 £m
Long-term business premiums
Insurance contract premiums 17,573 17,308 Investment contracts with discretionary participation feature premiums 964 874 Inwards reinsurance premiums 454 177 Less: reinsurance premiums ceded (202) (171) Earned premiums, net of reinsurance 18,789 18,188 Realised and unrealised gains and losses on securities at fair value through profit and loss (34,157) 2,634 Realised and unrealised gains and losses on derivatives at fair value through profit and loss (5,261) 270 Realised gains and losses on available-for-sale securities, previously recognised directly in equity (487) 13 Realised gains and losses on loans 210 47 Interestnote i 6,739 5,857 Dividends 2,023 2,730 Other investment income 731 674 Investment income (30,202) 12,225 Fee income from investment contract business and asset managementnote ii 1,109 1,039 Income from venture investments of the PAC with-profits fundsnote iii 37 1,418
Other income 1,146 2,457 Financial
Total revenue (10,267) 32,870 statements Notes i Interest income includes £11 million (2007: £2 million) accrued in respect of impaired securities. ii Fee income includes £7 million (2007: £31 million) relating to financial instruments that are not held at fair value through profit and loss.
These fees primarily related to prepayment fees, late fees and syndication fees. iii In November 2007 the Group sold PPM Capital and as a result the Group no longer controls venture fund investments managed by the sold entity and consequently has ceased to consolidate these operations from that date.
F
245
Notes on the Group financial statements F: Income statement notes continued
F3: Acquisition costs and other operating expenditure
2008 £m 2007 £m
Acquisition costsnotes i,ii 1,185 1,030 Staff and pension costsI1 913 1,402 Administrative and operating costsnote iv 361 2,427 Total acquisition costs and other operating expenditurenotes iii,iv 2,459 4,859
Notes i Acquisition costs in 2008 comprise amounts related to insurance contracts of £1,048 million (2007: £939 million), and investment contracts and asset management contracts of £137 million (2007: £91 million). These costs include amortisation of £520 million (2007: £410 million) and £15 million (2007: £3 million) respectively. ii Acquisition costs also include fee expenses relating to financial liabilities held at amortised costs of £nil (2007: £1 million). iii The total depreciation and amortisation expense is £618 million (2007: £523 million). Of this amount, £535 million (2007: £413 million) relates to amortisation of deferred acquisition costs of insurance contracts and asset management contracts, which is primarily borne by the long-term business segment. Of the remainder of the depreciation and amortisation charge of £83 million (2007: £110 million), £57 million (2007: £98 million) relates to long-term business, £10 million (2007: £8 million) to asset management and £16 million (2007: £4 million) to other operations. iv In November 2007, the Group sold PPM Capital and as a result, the Group no longer controls venture fund investments managed by the sold entity and consequently has ceased to consolidate these operations from that date with this resulting in a reduction of associated operating expenditure.
F4: Finance costs: Interest on core structural borrowings of shareholder-financed operations
Finance costs consist of £161 million (2007: £158 million) interest on core debt of central companies and £11 million (2007: £10 million) on US operations’ surplus notes.
F5: Tax
a Total tax credit (charge) by nature of expense
An analysis of the total tax benefit (expense) of continuing operations recognised in the income statement by nature of benefit (expense) is as follows:
2008 £m 2007 £m
Current tax benefit (expense):
Corporation tax (225) (806) Adjustments in respect of prior years 359 185 Total current tax 134 (621) Deferred tax arising from: Origination and reversal of temporary differences 1,629 222 (Expense) benefit in respect of a previously unrecognised tax loss, tax credit or temporary difference from a prior period (77) 50 Write down or reversal of a previous write down of a deferred tax asset (3) –Total deferred tax credit 1,549 272 Total tax credit (charge) 1,683 (349)
The total tax benefit (expense) arises as follows:
2008 £m 2007 £m
Current tax benefit (expense):
UK 280 (377) Foreign (146) (244) 134 (621) Deferred tax credit: UK 1,478 349 Foreign 71 (77)
1,549 272 Total 1,683 (349)
246 Prudential plc Annual Report 2008
The total tax credit of £1,683 million for 2008 (2007: charge of £349 million) comprises a credit of £1,758 million (2007: charge of £28 million) for UK tax and a charge of £75 million (2007: £321 million) for overseas tax. This tax credit comprises tax attributable to policyholders and unallocated surplus of with-profits funds, unit-linked policies and shareholders. The tax credit attributable to shareholders of £59 million for 2008 (2007: charge of £354 million) comprises a credit of £95 million (2007: charge of £148 million) for UK tax and a charge of £36 million (2007: £206 million) for overseas tax.
The prior year adjustments primarily relate to the settlement of issues with HM Revenue Customs (HMRC) at an amount below previously provided, the reduction in amounts previously provided on outstanding issues with HMRC and the routine revision of tax returns.
The total deferred tax credit (charge) arises as follows:
2008 £m 2007 £m
Unrealised gains and losses on investments 1,521 225
Short-term timing differences(29)(10)
Capital allowances 2 4
Balances relating to investment and insurance contracts(239) 41
Unused tax losses 294 12
Deferred tax credit (charge) 1,549 272
In April 2008 the standard corporation tax rate for the UK changed from 30% to 28%. Deferred tax at the end of 2007 for UK operations had been provided at the new rate of 28 per cent on the basis that materially all of the temporary differences are expected to reverse once the new rate took effect. The effect on the deferred tax assets and liabilities at 31 December 2007 was £20 million.
In 2008, a deferred tax credit of £637 million (2007: £54 million) has been taken directly to reserves. Other movements in deferred tax totalling a £21 million credit is mainly comprised of foreign exchange movements. When these amounts are taken with the deferred tax credit shown above the result is a decrease of £2.2 billion (or £2.1 billion taking into account the restated 2007 comparative deferred tax as a result of the interpretation of IFRIC 14) in the Group’s net deferred tax liability (2007 decrease of £419 million).
The tax credit related to discontinued banking operations in 2007 which was all attributable to shareholders, amounted to £19 million.
b Reconciliation of effective tax rate
The total tax expense is attributable to shareholders and policyholders as summarised in the income statement.
i Summary of pre-tax (loss) profit and tax credit (charge)
The income statement includes the following items:
2008 £m 2007 £m
(Loss) profit before tax(2,074) 1,058
Tax attributable to policyholders’ returns 1,624 5
(Loss) profit before tax attributable to shareholders(450) 1,063
Tax attributable to shareholders’ (losses) profits:
Tax credit (charge) 1,683(349)
Less: tax attributable to policyholders’ returns(1,624)(5)
Tax attributable to shareholders’ (losses) profits 59(354)
(Loss) profit from continuing operations after tax(391) 709
247
Notes on the Group financial statements F: Income statement notes continued
F5: Tax continued
ii Overview
For the purposes of explaining the relationship between tax expense and accounting profit, it is appropriate to consider the sources of profit and tax by reference to those that are attributable to shareholders and policyholders, as follows:
2008 £m 2007 £m
Attributable to Attributable to Attributable to Attributable to
shareholders policyholders* Total shareholders policyholders* Total
(Loss) profit before tax(450)(1,624)(2,074) 1,063(5) 1,058
Taxation charge:
Expected tax rate 41% 100% 87% 31% 100% 30%
Expected tax charge 187 1,624 1,811(327) 5(322)
Variance from expected tax charge (note v(ii))(128) –(128)(27) –(27)
Actual tax credit (charge) 59 1,624 1,683(354) 5(349)
Average effective tax rate 13% 100% 81% 33% 100% 33%
*For the column entitled ‘Attributable to policyholders’, the profit before tax represents income, net of post-tax transfers to unallocated surplus of with-profits funds, before tax attributable to policyholders and unallocated surplus of with-profits funds and unit-linked policies.
Due to the requirements of the financial reporting standards IAS 1 and IAS 12, the profit before tax and tax charge reflect the aggregate of amounts that are attributable to shareholders and policyholders.
Profit before tax comprises profit attributable to shareholders and pre-tax profit attributable to policyholders of linked and with-profits funds and unallocated surplus of with-profits funds.
The total tax charge for linked and with-profits business includes tax expense on unit-linked and with-profits funds attributable to policyholders, the unallocated surplus of with-profits funds and the shareholders’ profits. This feature arises from the basis of taxation applied to life and pension business, principally in the UK, but with similar bases applying in certain Asian operations, and is explained in note (iii) below.
Furthermore, the basis of preparation of Prudential’s financial statements incorporates the additional feature that, as permitted under IFRS 4, the residual equity of the Group’s with-profits funds, i.e. unallocated surplus, is recorded as a liability with transfers to and from that liability reflected in pre-tax profits. This gives rise to anomalous effective tax rates for profits attributable to policyholders (as described in note (iv) below).
In meeting the reconciliation requirements set out in paragraph 81I of IAS 12, the presentation shown in this disclosure note seeks to ensure that the explanation of the relationship between tax expense and accounting profit draw properly the distinction between the elements of the profit and tax charge that are attributable to policyholders and shareholders as explained below in notes (iv) and (v) respectively. Due to the nature of the basis of taxation of UK life and pension business (as described in note (iii) below), and the significance of the results of the business to the Group, it is inappropriate to seek to explain the effective tax rate on profit before tax by traditional approach that would apply for other industries.
The shareholder elements are the components of the profit and tax charge that are of most direct relevance to investors, and it is this aspect that the IAS 12 requirement is seeking to explain for companies that do not need to account for both with-profits and unit-linked funds, where tax is borne by the Company on the policyholders’ behalf and which is not contemplated by IFRS requirement.
iii Basis of taxation for UK life and pension business
Different rules apply under UK tax law for taxing pension business and life insurance business and there are detailed rules for apportioning the investment return and profits of the fund between the types of business.
The investment return referable to pension business, and some other less significant classes of business, is exempt from taxation, but tax is charged on the profit that shareholders derive from writing such business at the corporate rate of tax. The rules for taxing life insurance business are more complex. Initially, the UK regime seeks to tax the regulatory basis investment return less management expenses (I-E) on this business as it arises. However, in determining the actual tax charge, a calculation of the shareholder profits for taxation purposes from writing life insurance business also has to be made and compared with the I-E profit.
If the shareholder profit is higher than the I-E amount, extra income is attributable to the I-E calculation until the I-E profit equals the shareholder profit. If on the other hand, the I-E profit is the greater, then an amount equal to the shareholder profit is taxed at the corporate rate of tax, with the remainder of the I-E profit being taxed at the lower policyholder rate of tax.
The purpose of this approach is to ensure that the Company is always as a minimum taxed on the profit, as defined for taxation purposes by reference to the Company’s regulatory returns (rather than IFRS basis results), that it has earned. The shareholders’ portion of the long-term business is taxed at the shareholders’ rate, with the remaining portion taxed at rates applicable to the policyholders.
It is to be noted that the calculations described are determined using data from the regulatory basis returns rather than the IFRS basis results. The differences between the regulatory and accounting bases are very significant and extremely complex rendering any explanation in general purpose financial statements to be of little if any use to users.
248 Prudential plc Annual Report 2008
iv Profits attributable to policyholders and related tax
As noted above, it is necessary under IFRS requirements to include the total tax charge of the Company (both policyholder and shareholder elements) in the tax charge disclosed in the income statement.
For with-profits business, total pre-tax profits reflect the aggregate of profits attributable to policyholders and shareholders. However, amounts attributable to the equity of with-profits funds are carried in the liability for unallocated surplus. Also, as described in note (iii), UK with-profits business is taxed on a basis that affects policyholders’ unallocated surplus of with-profits funds and shareholders. For the PAC with-profits sub-fund, transfers to and from unallocated surplus are recorded in the income statement, so that after charging the total tax borne by the fund, the net balance reflects the statutory transfer from the fund for the year. The statutory transfer represents 10 per cent of the actuarially determined surplus for the year that is attributable to shareholders.
For SAIF similar transfers are made. However, in the case of SAIF, a net nil balance is derived, reflecting the lack of shareholder interest in the financial performance of the fund (other than through asset management arrangements).
The accounting anomaly that arises under IFRS is that due to the fact that the net of tax profit attributable to with-profits policyholders is zero, the Company’s presentation of pre-tax profit attributable to policyholders reflects an amount that is the mirror image of the tax charge attributable to policyholders.
For unit-linked business, pre-tax profits also reflect the aggregate of profits attributable to policyholders and shareholders. The pre-tax profits attributable to policyholders represent fees earned that are used to pay tax borne by the Company on policyholders’ behalf. The net of tax profit attributable to policyholders for unit-linked business is thus zero.
The combined effect of these features is such that providing a reconciliation of the tax charge attributable to policyholders to an expected charge based on the standard corporate rate of tax on IFRS basis profits attributable to policyholders is not relevant.
In summary, for accounting purposes, in all cases and for all reporting periods, the apparent effective rate for profit attributable to policyholders and unallocated surplus is 100 per cent. However, it is to be noted that the 100 per cent rate does not reflect a rate paid on the profits attributable to policyholders. It instead reflects the basis of accounting for unallocated surplus coupled with the distinction made for performance reporting between sources of profit attributable to shareholders, policyholders and unallocated surplus and IFRS requirements in respect of reporting of all pre-tax profits and all tax charges irrespective of policyholder or shareholder economic interest.
249
Notes on the Group financial statements F: Income statement notes continued
F5: Tax continued
v Reconciliation of tax charge on profits attributable to shareholders
2008 £m
Asian US UK
insurance insurance insurance Other
operations operations operations operations Total
Profit before tax attributable to shareholders:
Operating profit based on longer-term
investment returnsnote iii 295 406 535 111 1,347
Short-term fluctuations in investment returns(200)(1,058)(212)(313)(1,783)
Shareholders’ share of actuarial gains and
losses on defined benefit pension schemes(3) – –(11)(14)
Total 92(652) 323(213)(450)
Expected tax rate:note i
Operating profit based on longer-term
investment returnsnote iii 24% 35% 28% 23% 29%
Short-term fluctuations in investment returns 27% 35% 28% 28% 32%
Shareholders’ share of actuarial gains and losses
on defined benefit pension schemes 25% – – 28% 27%
Expected tax credit (charge) based on expected tax rates:
Operating profit based on longer-term
investment returnsnote iii(70)(142)(150)(26)(388)
Short-term fluctuations in investment returns 54 370 59 88 571
Shareholders’ share of actuarial gains and
losses on defined benefit pension schemes 1 – – 3 4
Total(15) 228(91) 65 187
Variance from expected tax charge:note ii
Operating profit based on longer-term
investment returnsnote iii(35) 17 57 57 96
Short-term fluctuations in investment returns(23)(173)(8)(19)(223)
Shareholders’ share of actuarial gains and
losses on defined benefit pension schemes – – –(1)(1)
Total(58)(156) 49 37(128)
Actual tax credit (charge):
Operating profit based on longer-term
investment returnsnote iii(105)(125)(93) 31(292)
Short-term fluctuations in investment returns 31 197 51 69 348
Shareholders’ share of actuarial gains and
losses on defined benefit pension schemes 1 – – 2 3
Total(73) 72(42) 102 59
Actual tax rate: Operating profit based on
longer-term investment returns 36% 31% 17%(28%) 22%
Total 79% 11% 13% 48% 13%
Notes i Expected tax rates for profit attributable to shareholders:
The expected tax rate for Other operations is lower than 2007. The tax rate of 23% reflects the mix of business between UK and overseas operations, which are taxed at a variety of rates. The rate will fluctuate from year to year dependent on the mix of profits between jurisdictions. ii For 2008, the principal variances arise from differences between the standard corporation tax rate and actual rates due to a number of factors, including: a For Asian long-term operations, tax losses in several jurisdictions which are not expected to be available for relief against future profits, and losses on investments in jurisdictions which do not provide corresponding tax relief; b For Jackson, the inability to fully recognise deferred tax assets on losses being carried forward which has partially been offset by the benefit of a deduction from taxable income of a proportion of dividends received attributable to the variable annuity business; c For UK insurance operations, prior year adjustments arising from the routine revisions of tax returns, the settlement of outstanding issues with HMRC at an amount below that previously provided and the different tax bases of UK life business; and d For Other operations, the settlement of issues with HMRC at amounts below those previously provided and a reduction in amounts previously provided on outstanding issues with HMRC which has been partially offset by the inability to recognise a deferred tax asset on various tax losses. iii Operating profit based on longer-term investment returns is net of attributable restructuring costs and development expenses.
250 Prudential plc Annual Report 2008
2007 £m
Asian US UK
insurance insurance insurance Other
operations operations operations operations Total
Profit before tax attributable to shareholders:
Operating profit based on longer-term investment returnsnote iii 174 444 521 62 1,201
Short-term fluctuations in investment returns(71)(18)(47)(1)(137)
Shareholders’ share of actuarial and other gains
and losses on defined benefit pension schemes – – –(1)(1)
Total 103 426 474 60 1,063
Expected tax rate:note i
Operating profit based on longer-term investment returnsnote iii 21% 35% 30% 28% 30%
Short-term fluctuations in investment returns 25% 35% 30% 28% 28%
Shareholders’ share of actuarial and other gains
and losses on defined benefit pension schemes 20% 35% 30% 28% 28%
Total 18% 35% 30% 28% 31%
Expected tax credit (charge) based on expected tax rates:
Operating profit based on longer-term investment returnsnote iii(37)(155)(156)(17)(365)
Short-term fluctuations in investment returns 18 6 14 – 38
Shareholders’ share of actuarial and other gains
and losses on defined benefit pension schemes – – – – –
Total(19)(149)(142)(17)(327)
Variance from expected tax charge:note ii
Operating profit based on longer-term investment returnsnote iii(12) 22(25)(1)(16)
Short-term fluctuations in investment returns(17) 1(2) 6(12)
Shareholders’ share of actuarial and other gains
and losses on defined benefit pension schemes – – – 1 1
Total(29) 23(27) 6(27)
Actual tax charge:
Operating profit based on longer-term investment returnsnote iii(49)(133)(181)(18)(381)
Short-term fluctuations in investment returns 1 7 12 6 26
Shareholders’ share of actuarial and other gains
and losses on defined benefit pension schemes – – – 1 1
Total(48)(126)(169)(11)(354)
Actual tax rate: Operating profit based on
longer-term investment returns 28% 30% 35% 29% 32%
Total 47% 30% 36% 18% 33%
Notes
i Expected tax rates for profit attributable to shareholders:
Expected tax rates shown in the table above reflect the corporate tax rates generally applied to taxable profits of the relevant country jurisdictions.
For Asian operations the expected tax rates reflect the corporate tax rates weighted by reference to the source of profits of the operations contributing
to the aggregate business result.
Expected rates for 2007 for Asia are lower than 2006 due to an increased proportion of profits in low tax jurisdictions. The expected rate for other
operations is lower than 2006.The tax rate of 28 per cent reflects the mix of business between UK and overseas operations which are taxed at a
variety of rates. The rates will fluctuate year on year dependent on the mix of profits between jurisdictions.
ii Variances from expected tax charge for results attributable to shareholders:
For 2007, the principal variances arise from differences between the standard corporation tax rate and actual rates due to a number of factors,
including:
a For UK insurance operations, disallowed expenses and prior year adjustments arising from routine revisions of tax returns;
b For Jackson, the benefit of a deduction from taxable income of a proportion of dividends received attributable to the variable annuity business;
c For Asian long-term operations, tax losses in several jurisdictions which are not expected to be available for relief against future profits, and losses
on investments in jurisdictions which do not provide corresponding tax relief; and
d For other operations, the availability of capital losses brought forward on which no deferred tax had previously been recognised, which have been
used against capital gains in the period.
iii Operating profit based on longer-term investment returns is net of attributable restructuring costs and development expenses.
Notes on the Group financial statements G: Financial assets and liabilities
G1: Financial instruments – designation and fair values
The Group designates all financial assets as either fair value through profit and loss, available-for-sale, or as loans and receivables. Financial liabilities are designated as either fair value through profit and loss or amortised cost, or as investment contracts with discretionary participating features accounted for under IFRS 4 as described in note A4.
2008 £m
Fair value
through Total
profit Available- Loans and carrying
and loss for-sale receivables value Fair value
Financial assets
Cash and cash equivalents – – 5,955 5,955 5,955
Deposits – – 7,294 7,294 7,294
Equity securities and portfolio holdings in unit trusts 62,122 – – 62,122 62,122
Debt securitiesnote i 71,225 23,999 – 95,224 95,224
Loansnote ii – – 10,491 10,491 10,043
Other investmentsnote iii 6,301 – – 6,301 6,301
Accrued investment income – – 2,513 2,513 2,513
Other debtors – – 1,232 1,232 1,232
139,648 23,999 27,485 191,132
2008 £m
Fair value
through Total
profit Amortised IFRS 4 carrying
and loss cost basis value value Fair value
Financial liabilities
Core structural borrowings of shareholder-financed
operationsnotes i,H13 – 2,958 – 2,958 2,137
Operational borrowings attributable to
shareholder-financed operationsH13 – 1,977 – 1,977 1,977
Borrowings attributable to with-profits fundsH13 158 1,150 – 1,308 1,320
Obligations under funding, securities lending and
sale and repurchase agreements – 5,572 – 5,572 5,676
Net asset value attributable to unit holders of
consolidated unit trust and similar funds 3,843 – – 3,843 3,843
Investment contracts with discretionary participating
featuresnote iv – – 23,446 23,446 –
Investment contracts without discretionary
participating features 11,616 2,885 – 14,501 14,568
Other creditors – 1,496 – 1,496 1,496
Derivative liabilities 4,832 – – 4,832 4,832
Other liabilities – 890 – 890 890
20,449 16,928 23,446 60,823
2007 £m
Fair value
through Total
profit Available- Loans and carrying
and loss for-sale receivables value Fair value
Financial assets
Cash and cash equivalents – – 4,951 4,951 4,951
Deposits – – 7,889 7,889 7,889
Equity securities and portfolio holdings in unit trusts 86,157 – – 86,157 86,157
Debt securitiesnote i 65,349 18,635 – 83,984 83,984
Loansnote ii – – 7,924 7,924 8,105
Other investmentsnote iii 4,396 – – 4,396 4,396
Accrued investment income – – 2,023 2,023 2,023
Other debtors – – 909 909 909
155,902 18,635 23,696 198,233
2007 £m
Fair value
through Total
profit Amortised IFRS 4 carrying
and loss cost basis value value Fair value
Financial liabilities
Core structural borrowings of shareholder-financed
operationsnotes i,H13 – 2,492 – 2,492 2,476
Operational borrowings attributable to
shareholder-financed operationsH13 – 3,081 – 3,081 3,081
Borrowings attributable to with-profits fundsH13 204 783 – 987 1,006
Obligations under funding, securities lending and
sale and repurchase agreements – 4,081 – 4,081 4,100
Net asset value attributable to unit holders of
consolidated unit trust and similar funds 3,556 – – 3,556 3,556
Investment contracts with discretionary participating
featuresnote iv – – 29,550 29,550 –
Investment contracts without discretionary
participating features 12,110 1,922 – 14,032 14,034
Other creditors – 1,020 – 1,020 1,020
Derivative liabilities 1,080 – – 1,080 1,080
Other liabilities 1 790 – 791 791
16,951 14,169 29,550 60,670
Notes i As at 31 December 2008, £620 million (2007: £722 million) of convertible bonds were included in debt securities and £363 million (2007: £278 million) were included in borrowings. ii Loans and receivables are reported net of allowance for loan losses of £27 million (2007: £13 million). iii See note G3 for details of the derivative assets included. The balance also contains the PAC with-profits fund’s participation in various investment funds and limited liability property partnerships. iv It is impractical to determine the fair value of investment contracts with discretionary participation features due to the lack of a reliable basis to measure such features. v For financial liabilities designated as fair value through profit and loss there was no impact on profit from movements in credit risk during 2008 and 2007.
Determination of fair value
The fair values of the financial assets and liabilities as shown on the table above have been determined on the following bases. The fair values of the financial instruments for which fair valuation is required under IFRS and which are in an active market are determined by the use of current market bid prices for quoted investments, or by using quotations from independent third-parties, such as brokers and pricing services. If the market for a financial investment of the Group is not active, the fair values of the financial instruments are established by using valuation techniques. These include financial investments which are not quoted on active markets and financial investments for which markets are no longer active as a result of market conditions e.g. market illiquidity. The valuation techniques used include comparison to recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option adjusted spread models and, if applicable, enterprise valuation. These techniques may include a number of assumptions relating to variables such as credit risk and interest rates. Changes in assumptions relating to these variables could positively or negatively impact the reported fair value of these
Notes on the Group financial statements G: Financial assets and liabilities continued
G1: Financial instruments – designation and fair values continued
instruments. The source of pricing for the financial investments valued using valuation techniques could be from using quotations from independent third-parties, such as brokers and pricing services or by using valuation techniques modelled internally by the Group. Priority is given to publicly available prices from independent sources, when available but overall, the source of pricing is chosen with the objective of arriving at a fair value measurement which reflects the price at which an orderly transaction would take place between market participants on the measurement date.
The fair value estimates are made at a specific point in time, based upon available market information and judgements about the financial instruments, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Group’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realisation of unrealised gains or losses. In some cases the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realised in immediate settlement of the financial instrument. Illiquid market conditions have resulted in inactive markets for certain of the Group’s financial instruments. As a result, there is generally no or limited observable market information for these instruments. Fair value estimates for financial instruments deemed to be in an illiquid market are based on judgements regarding current economic conditions, liquidity discounts, currency, credit and interest rate risks, loss experience and other factors. These fair values are estimates and involve considerable uncertainty and variability as a result of the inputs selected and may differ significantly from the values that would have been used had the ready market existed, and the differences could be material.
The loans and receivables have been shown net of provisions for impairment. The fair value of loans has been estimated from discounted cash flows expected to be received. The rate of discount used was the market rate of interest.
The estimated fair value of derivative financial instruments reflects the estimated amount the Group would receive or pay in an arm’s length transaction. This amount is determined using quotations from independent third-parties or valued internally using standard market practices. In accordance with the Group’s risk management framework, all internally generated valuations are subject to independent assessment against external counterparties’ valuations.
The fair value of borrowings is based on quoted market prices, where available.
Section A4 provides details of the determination of fair value for investment contracts without fixed and guaranteed terms (notably UK unit-linked policies). For investment contracts in the US with fixed and guaranteed terms the fair value is determined based on the present value of future cash flows discounted at current interest rates.
The fair value of other financial liabilities is determined using discounted cash flows of the amounts expected to be paid.
Use of valuation techniques
The carrying value of financial investments (including derivative liabilities) on the balance sheet of the Group which are not quoted on active markets and for which fair value is determined using internal valuation techniques, or is provided by brokers or pricing services, where the specific securities have been valued using valuation techniques by these third-party providers are as follows:
2008 £m
Shareholder-backed business
UK UK US
with-profits insurance insurance Other
fund* operations operations operations Total
Debt securities 12,341 685 24,246 47 37,319
Equity securities 661 – 235 – 896
Other investments (including derivative assets) 2,189 257 1,215 324 3,985
15,191 942 25,696 371 42,200
Derivative liabilities (496) (238) (863) (351) (1,948)
Net of derivative liabilities 14,695 704 24,833 20 40,252
2007 £m
Shareholder-backed business
UK UK US
with-profits insurance insurance Other
fund* operations operations operations Total
Debt securities 10,640 509 18,996 – 30,145
Equity securities 683 – 166 – 849
Other investments (including derivative assets) 2,425 103 744 73 3,345
13,748 612 19,906 73 34,339
Derivative liabilities (168) (53) (158) (138) (517)
Net of derivative liabilities 13,580 559 19,748 (65) 33,822
*Including SAIF
254 Prudential plc Annual Report 2008
The majority of the financial investments valued using valuation techniques were debt securities.
The debt securities shown above include private debt securities such as private placements, project finance, asset securitisations and local authority securities. The securities are mainly long-dated and not regularly traded and are valued internally using market standard practices. The majority of the debt securities above are valued using matrix pricing, which is based on assessing credit quality of the underlying borrower to derive a suitable discount rate relative to government securities. Under matrix pricing, the debt securities are priced by taking the credit spreads on comparable quoted public debt securities and applied to the equivalent debt instruments factoring a specified liquidity premium. The majority of the parameters used in this valuation technique are readily observable in the market and, therefore, are not subject to interpretation.
Debt securities valued using valuation techniques held for UK insurance operations were £13,026 million (2007:
£11,149 million) and of this amount £12,341 million (2007: £10,640 million) related to securities held by with-profits operations and £685 million (2007: £509 million) related to securities held by the UK shareholder-backed business.
Of the debt securities valued using valuation techniques held by the UK with-profits fund of £12,341 million at 31 December 2008 (2007: £10,640 million), £8,647 million (2007: £7,638 million) have been priced by independent third-parties and £3,694 million (2007: £3,002 million) determined using internal valuation techniques.
The debt securities held by the UK with-profits fund at 31 December 2008 of £12,341 million include US securities managed by PPM America with a value of £8,773 million. This amount comprises £8,738 million in respect of securities for which the fair value has been measured using valuation techniques for which all inputs significant to the measurement are based on observable market data. This categorisation corresponds to ‘Level 2’ assets under amendments to IFRS 7. £35 million is in respect of securities for which the fair value has been measured using valuation techniques that include any input significant to the measurement that is not based on observable market data i.e. ‘Level 3’ securities.
For the UK operations, in accordance with the Group’s Risk Management Framework, all internally generated calculations are subject to independent assessment by the Group’s Fair Value Committees which comprise members who are independent of the fund managers involved in the day-to-day trading in these assets.
Of the debt securities valued using valuation techniques of £37,319 million (2007: £30,145 million) at 31 December 2008, debt securities with a fair value of £24,246 million (2007: £18,996 million) were held by the US insurance operations.
The £24,246 million value at 31 December 2008 comprises ‘Level 2’ and ‘Level 3’ securities with values of £20,564 million and £3,681 million, respectively. Typical inputs used in pricing these debt securities include, but are not limited to, reported trades, benchmark yields, credit spreads, liquidity premiums, and/or estimated cash flows based on default and prepayment assumptions.
The majority of the debt securities of the US insurance operations are priced by independent pricing services and included as ‘Level 2’ securities. As a result of typical trading volumes and the lack of quoted market prices for most debt securities, independent pricing services will normally derive the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable information. If there are no reported trades, the independent pricing services and brokers may use matrix or pricing model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at relevant market rates.
Debt securities of US insurance operations valued using internally derived valuation techniques in 2008 include certain asset-backed securities which had previously been valued using prices provided by a pricing service or brokers in the context of active markets. The current market dislocations have caused a reassessment of the valuation process for these asset-backed securities. In particular, beginning at the end of the third-quarter of 2008, the external prices obtained for certain asset-backed securities were deemed to be inappropriate in the current market conditions. For the valuations at 31 December 2008, the US operations have therefore utilised internal valuation models, provided by PPM America, to derive fair values for all non-agency residential mortgage-backed securities and asset-backed securities and certain commercial mortgage-backed securities. Details of these asset-backed securities are provided in notes B6 and D3. The techniques used by PPM America include cash flow models based on spreads and, when available, market indices. The models used begin with current spread levels of similarly-rated securities to determine the market discount rate for the security. Additional risk premiums for illiquidity and non-performance are incorporated, if warranted, and included in the discount rate. Cash flows, as estimated by PPM America using issuer-specific default statistics and prepayment assumptions, are discounted to determine an estimated fair value. The use of internal valuation models has resulted in a fair value of these securities that was higher than those provided from pricing services and brokers of £760 million on a total amortised cost of £3.5 billion.
The equity securities and other investments which included property and other partnerships in investment pools, venture investments and derivative assets and derivative liabilities as shown on the table above are valued using valuation techniques which apply less readily observable market factors and more non-observable factors than the matrix pricing technique as used for the majority of the debt securities.
The total amount of the change in fair value estimation using valuation techniques, including valuation techniques based on assumptions not wholly supported by observable market prices or rates, recognised in the income statement in 2008 was a gain of £355 million (2007: gain of £288 million) for the with-profits fund investments. The gain in 2008 reflects an underlying loss which is more than offset by the exchange gains of the foreign currency denominated investments of the with-profits fund. Changes in values of assets of the with-profits funds are reflected in policyholder liabilities and unallocated surplus. Due to the liability accounting treatment of unallocated surplus, changes in values of securities held by with-profits funds have no direct effect on the profit or loss attributable to shareholders or shareholders’ equity.
Notes on the Group financial statements G: Financial assets and liabilities continued
G1: Financial instruments – designation and fair values continued
The total amount of the change in fair value estimation using valuation techniques, including those based on assumptions not wholly supported by observable market prices or rates, recognised in the income statement in 2008 and which was attributable to shareholders, was a loss of £685 million (2007: gain of £116 million).
The 2007 comparatives shown above differ from the previously published information for the inclusion of the financial investments for which prices have been provided by independent third-parties, such as pricing services and brokers, and for which the prices have been derived using valuation techniques by these providers. The previously published 2007 information included only the financial investments valued internally using valuation techniques.
Interest income and expense
The interest income on financial assets not at fair value through profit and loss for the year ended 31 December 2008 from continuing operations was £2,532 million (2007: £2,016 million).
The interest expense on financial liabilities not at fair value through profit and loss for the year ended 31 December 2008 from continuing operations was £645 million (2007: £699 million).
G2: Market risk
Interest rate risk
The following table shows an analysis of the classes of financial assets and liabilities and their direct exposure to interest rate risk. Each applicable class of the Group’s financial assets or liabilities is analysed between those exposed to fair value interest rate risk, cash flow interest rate risk and those with no direct interest rate risk exposure:
2008 £m
Not directly
Fair value Cash flow exposed to
interest interest interest
rate risk rate risk rate risk Total
Financial assets
Cash and cash equivalents – – 5,955 5,955
Deposits 1,126 6,084 84 7,294
Debt securities 89,353 5,532 339 95,224
Loans 6,979 3,485 27 10,491
Other investments (including derivatives) 1,539 686 4,076 6,301
98,997 15,787 10,481 125,265
Financial liabilities
Core structural borrowings of shareholder-financed operations 2,958 – – 2,958
Operational borrowings attributable to shareholder-financed operations 1,520 454 3 1,977
Borrowings attributable to with-profits funds 729 482 97 1,308
Obligations under funding, securities lending and sale and
repurchase agreements 889 4,683 – 5,572
Investment contracts without discretionary participation features 2,885 – 11,616 14,501
Derivative liabilities 1,185 785 2,862 4,832
Other liabilities 218 105 567 890
10,384 6,509 15,145 32,038
256 Prudential plc Annual Report 2008
2007 £m
Not directly
Fair value Cash flow exposed to
interest interest interest
rate risk rate risk rate risk Total
Financial assets
Cash and cash equivalents – – 4,951 4,951
Deposits 678 7,211 – 7,889
Debt securities 76,481 7,503 – 83,984
Loans 4,319 3,605 – 7,924
Other investments (including derivatives) 664 285 3,447 4,396
82,142 18,604 8,398 109,144
Financial liabilities
Core structural borrowings of shareholder-financed operations 2,492 – – 2,492
Operational borrowings attributable to shareholder-financed operations 2,743 331 7 3,081
Borrowings attributable to with-profits funds 451 441 95 987
Obligations under funding, securities lending and sale and
repurchase agreements 594 3,487 – 4,081
Investment contracts without discretionary participation features 1,922 – 12,110 14,032
Derivative liabilities 244 145 691 1,080
Other liabilities 178 98 515 791
8,624 4,502 13,418 26,544
Liquidity analysis
2008 £m
After 1 After 5 After 10 After 15 Total
1 year year to years to years to years to Over No stated carrying
or less 5 years 10 years 15 years 20 years 20 years maturity value
Financial liabilities
Core structural borrowings of
shareholder-financed operationsH13 249 – – 801 – 849 1,059 2,958
Operational borrowings attributable to
shareholder-financed operationsH13 1,584 339 – – – 54 – 1,977
Borrowings attributable to with-profits
funds H13 272 580 278 – – 78 100 1,308
Obligations under funding, securities lending and
sale and repurchase agreements 5,572 – – – – – – 5,572
Derivative liabilities 3,066 448 266 408 156 488 – 4,832
Other liabilities 646 11 5 – – – 228 890
11,389 1,378 549 1,209 156 1,469 1,387 17,537
2007 £m
After 1 After 5 After 10 After 15 Total
1 year year to years to years to years to Over No stated carrying
or less 5 years 10 years 15 years 20 years 20 years maturity value
Financial liabilities
Core structural borrowings of
shareholder-financed operationsH13 – 248 – 366 315 801 762 2,492
Operational borrowings attributable to
shareholder-financed operationsH13 2,618 51 355 – – 57 – 3,081
Borrowings attributable to with-profits
fundsH13 103 232 265 – – 83 304 987
Obligations under funding, securities lending and
sale and repurchase agreements 4,081 – – – – – – 4,081
Derivative liabilities 684 174 10 33 6 173 – 1,080
Other liabilities (including derivatives) 630 7 2 – – – 152 791
8,116 712 632 399 321 1,114 1,218 12,512
257
Notes on the Group financial statements G: Financial assets and liabilities continued
G2: Market risk continued
The table below shows the maturity profile for investment contracts on an undiscounted basis to the nearest billion. This maturity profile has been based on the cash flow projections of expected benefit payments as part of the determination of the value of in-force business when preparing EEV basis results.
2008 £bn
Total
After 1 After 5 After 10 After 15 undiscounted
1 year year to years to years to years to Over
or less 5 years 10 years 15 years 20 years 20 years value
Life assurance investment contracts 3 18 12 12 9 13 67
2007 £bn
Total
After 1 After 5 After 10 After 15 undiscounted
1 year year to years to years to years to Over
or less 5 years 10 years 15 years 20 years 20 years value
Life assurance investment contracts 3 12 16 16 15 25 87
The maturity profile above excludes certain corporate unit-linked business with gross policyholder liabilities of £8 billion (2007: £8 billion) which has no stated maturity.
This table has been prepared on an undiscounted basis and accordingly the amounts shown for life assurance investment contracts differ from those disclosed on the balance sheet. Durations of long-term business contracts, covering insurance and investment contracts, on a discounted basis are included in section D.
Credit risk
Of the total loans and receivables held £21 million (2007: £5 million) are past their due date but have not been impaired. Of the total past due but not impaired, £21 million (2007: £5 million) are less than one year past their due date. The Group expects full recovery of these loans and receivables. Financial assets that would have been past due or impaired had the terms not been renegotiated amounted to £1 million (2007: £nil).
There was no collateral held against loans that are past due and impaired or that are past due but not impaired at
31 December 2008 (2007: £nil).
In addition, during the year the Group took possession of £66 million (2007: £7 million) of other collateral held as security, which mainly consists of assets that could be readily convertible into cash.
Currency risk
As at 31 December 2008, the Group held 20 per cent (2007: 19 per cent) and 13 per cent (2007: 13 per cent) of its financial assets and financial liabilities respectively, in currencies, mainly US dollar and Euro, other than the functional currency of the relevant business unit.
The financial assets, of which 77 per cent (2007: 86 per cent) are held by the PAC with-profits fund, allow the PAC with-profits fund to obtain exposure to foreign equity markets.
The financial liabilities, of which 38 per cent (2007: 19 per cent) are held by the PAC with-profits fund, mainly relate to foreign currency borrowings.
The exchange risks inherent in these exposures are mitigated through the use of derivatives, mainly forward currency contracts (note G3 below).
The amount of exchange gains recognised in the income statement in 2008, except for those arising on financial instruments measured at fair value through profit and loss, is £638 million (2007: £102 million). This constitutes £32 million (2007: £109 million) gains on Medium Term Notes (MTN) liabilities and £606 million of net gains (2007: £7 million net losses), mainly arising on investments of the PAC with-profits fund. The gains on MTN liabilities are fully offset by value movements on cross-currency swaps, which are measured at fair value through profit and loss.
258 Prudential plc Annual Report 2008
G3: Derivatives and hedging
Derivatives
The Group enters into a variety of exchange traded and over-the-counter derivative financial instruments, including futures, options, forward currency contracts and swaps such as interest rate swaps, cross-currency swaps, swaptions and credit default swaps.
All over-the-counter derivative transactions are conducted under standardised ISDA (International Swaps and Derivatives Association Inc) master agreements and the Group has collateral agreements between the individual Group entities and relevant counterparties in place under each of these market master agreements.
The total fair value balances of derivative assets and liabilities as at 31 December 2008 were as follows:
2008 £m
UK US Asian
insurance insurance insurance Asset Unallocated Group
operations operations operations management to a segment total
Derivative assets 1,326 675 15 74 280 2,370
Derivative liabilities (3,401) (863) (32) (292) (244) (4,832)
(2,075)(188)(17)(218) 36(2,462)
2007 £m
UK US Asian
insurance insurance insurance Asset Unallocated Group
operations operations operations management to a segment total
Derivative assets 571 390 15 118 3 1,097
Derivative liabilities (689) (158) (2) (186) (45) (1,080)
(118) 232 13(68)(42) 17
The above derivative assets are included in ‘other investments’ in the primary statements.
The notional amount of the derivatives, distinguishing between UK insurance and US operations, was as follows:
2008 £m
UK insurance operations US insurance operations
Notional amount on which Notional amount on which future payments are based future payments are based
As at 31 December 2008 Asset Liability Asset Liability
Cross-currency swaps* 838 1,014 448 218
Equity index call options 17 32 – –
Swaptions 980 980 28,863 –
Futures 3,286 4,055 – 460
Forwards* 14,315 16,489 – –
Inflation swaps 2,559 2,482 – –
Credit default swaps 123 14 – –
Single stock options 1 1 – –
Credit derivatives – – 31 177
Put options – – 6,573 –
Equity options 2 4 3,785 5
Total return swaps 479 514 – 313
Interest rate swaps* 5,074 5,245 1,704 4,514
* In addition, the other operations, including the Group Treasury function and the Asian operations, have cross-currency swap assets and liabilities with notional amounts of £1,503 million (2007: £730 million) and £605 million (2007: £1,401 million) respectively, forward currency contracts assets and liabilities with notional amounts of £1,419 million (2007: £983 million) and £2,310 million (2007: £773 million) respectively, interest rate swaps assets and liabilities of £1,407 million (2007: £2,799 million) and of £2,316 million (2007: £1,563 million), respectively, and cliquet options assets of £1,525 million (2007: £nil).
259
Notes on the Group financial statements G: Financial assets and liabilities continued
G3: Derivatives and hedging continued
2007 £m
UK insurance operations US insurance operations
Notional amount on which Notional amount on which
future payments are based future payments are based
As at 31 December 2007 Asset Liability Asset Liability
Cross-currency swaps* 658 648 602 –
Equity index call options – 23 – –
Swaptions 1,125 – 25,620 1,005
Futures 1,905 2,176 – 371
Forwards* 17,243 17,635 – –
Inflation swaps 1,758 1,319 – –
Credit default swaps 4,181 59 – –
Single stock options – – – –
Credit derivatives – – 3 20
Put options – – 3,642 –
Equity options – – 5,545 11
Total return swaps 956 955 226 –
Interest rate swaps* 4,335 4,663 1,708 3,587
* In addition, the other operations, including the Group Treasury function and the Asian operations, have cross-currency swap assets and liabilities with notional amounts of £1,503 million (2007: £730 million) and £605 million (2007: £1,401 million) respectively, forward currency contracts assets and liabilities with notional amounts of £1,419 million (2007: £983 million) and £2,310 million (2007: £773 million) respectively, interest rate swaps assets and liabilities of £1,407 million (2007: £2,799 million) and of £2,316 million (2007: £1,563 million), respectively, and cliquet options assets of £1,525 million (2007: £nil).
These derivatives are used for efficient portfolio management to obtain cost effective and efficient exposure to various markets in accordance with the Group’s investment strategies and to manage exposure to interest rate, currency, credit and other business risks. See also note D3 for use of derivatives by the Group’s US operations.
The Group uses various interest rate derivative instruments such as interest rate swaps to reduce exposure to interest rate volatility. The UK insurance operations use various currency derivatives in order to limit volatility due to foreign currency exchange rate fluctuations arising on securities denominated in currencies other than sterling. See also note G2 above. In addition, total return swaps and interest rate swaps are held for efficient portfolio management.
As part of the efficient portfolio management of the PAC with-profits fund, the fund may, from time to time, invest in cash-settled forward contracts over Prudential plc shares, which are accounted for consistently with other derivatives. This is in order to avoid a mismatch of the with-profits investment portfolio with the investment benchmarks set for its equity-based investment funds. The contracts will form part of the long-term investments of the with-profits fund. These contracts are subject to a number of limitations for legal and regulatory reasons.
Some of the Group’s products, especially those sold in the US, have certain guarantee features linked to equity indexes. A mismatch between product liabilities and the performance of the underlying assets backing them, exposes the Group to equity index risk. In order to mitigate this risk, the relevant business units purchase swaptions, equity options and futures to match asset performance with liabilities under equity-indexed products.
The US operations and some of the UK operations hold large amounts of interest-rate sensitive investments that contain credit risks on which a certain level of defaults is expected.
These entities have purchased some swaptions in order to manage the default risk on certain underlying assets and hence reduce the amount of regulatory capital held to support the assets.
Hedging
The Group has formally assessed and documented the effectiveness of the following hedges under IAS 39.
260 Prudential plc Annual Report 2008
Fair value hedges
The Group uses interest rate derivatives to hedge the interest exposures on its US$1 billion, 6.5 per cent perpetual subordinated capital securities and US$300 million, 6.5 per cent perpetual subordinated capital securities. Where the hedge relationship is de-designated and re-designated, the fair value adjustment to the hedged item up to the point of de-designation continues to be reported as part of the basis of the hedged item and is amortised to the income statement based on a recalculated effective interest rate over the residual period to the first break clause date of the perpetual subordinated capital securities.
In addition, Jackson had a common stock equity collar hedge entered into in March 2005. This was to protect Jackson’s unrealised gain of US$5.9 million on an equity investment. The hedge expired in March 2008.
The fair value of the derivatives designated as fair value hedges above at 31 December 2008, were an asset of £17 million and liabilities of £nil (2007: asset of £5 million and liabilities of £25 million). Movements in the fair value of the hedging instruments of a net loss of £4 million (2007: net gain of £6 million) and the hedged items of a net gain of £7 million (2007: net loss of £4 million) are recorded in the income statement in respect of the fair value hedges above.
Cash flow hedges
Following the sale of Egg in 2007, the Group has no cash flow hedges in place.
Net investment hedges
The Group has entered into a series of one to three-month period forward currency transactions which together form a
US$2 billion net investment hedge of the currency exposure of the net investments in the US operations. The forward currency contracts were renewed throughout 2008 and 2007. The forward currency contracts in place at 31 December 2008 expire in January 2009. In December 2008, the Group de-designated the US$2 billion forward currency contract and re-designated only US$600 million of the forward currency contract as a partial net investment hedge of the currency exposure of the net investments in the US operations. The change reflected consideration of the direct US dollar exposure for accounting purposes, and the indirect offsetting exposure within the Group’s IGD solvency reporting. The fair value of the forward currency contracts at 31 December 2008 was a liability of £56 million (2007: a liability of £44 million), of which £17 million (2007: a liability of £44 million) was designated as a net investment hedge of the currency exposure of the net investments in the US operations.
In addition, the Group has designated perpetual subordinated capital securities totalling US$1.55 billion as a net investment hedge to hedge the currency risks related to the net investment in Jackson. The carrying value of the subordinated capital securities was £1,059 million (2007: £763 million) as at 31 December 2008. The foreign exchange loss of £299 million (2007: gain of £13 million) on translation of the borrowings to pounds sterling at the balance sheet date is recognised in the translation reserve in shareholders’ equity.
The net investment hedges were 100 per cent effective.
G4: Derecognition and collateral
Securities lending and reverse repurchase agreements
The Group has entered into securities lending (including repurchase agreements) whereby blocks of securities are loaned to third-parties, primarily major brokerage firms. The amounts above the fair
value of the loaned securities required to be held as collateral by the agreements depend on the quality of the collateral, calculated on a daily basis. The loaned securities are not removed from the Group’s consolidated balance sheet, rather they are retained within the appropriate investment classification. Collateral typically consists of cash, debt securities, equity securities and letters of credit. At 31 December 2008, the Group had lent £12,617 million (2007: £17,172 million) (of which £9,701 million (2007: £11,461 million) was lent by the PAC with-profits fund) of securities and held collateral under such agreements of £13,497 million (2007: £18,125 million) (of which £9,924 million (2007: £12,105 million) was held by the PAC with-profits fund).
At 31 December 2008, the Group had entered into reverse repurchase transactions under which it purchased securities and had taken on the obligation to resell the securities for the purchase price of £588 million (2007: £1,361 million), together with accrued interest.
Collateral and pledges under derivative transactions
At 31 December 2008, the Group had pledged £1,154 million (2007: £260 million) for liabilities and held collateral of £829 million (2007: £292 million) in respect of over-the-counter derivative transactions.
261
Notes on the Group financial statements G: Financial assets and liabilities continued
G5: Impairment of financial assets
In accordance with the Group’s accounting policy set out in note A4, impairment reviews were performed for available-for-sale securities and loans and receivables. In addition, impairment reviews were undertaken for the reinsurers’ share of insurance contract liabilities.
During the year ended 31 December 2008, impairment losses of £525 million (2007: £184 million) were recognised for available-for-sale securities and loans and receivables. These were £497 million (2007: £35 million) in respect of available-for-sale securities held by Jackson and £28 million (2007: £149 million) in respect of loans and receivables. The 2008 impairment charge for loans and receivables of £28 million relates primarily to loans held by the UK with-profits fund. The 2007 impairment charge of £149 million related to loans and advances to customers in the discontinued banking operations during the period of ownership.
Impairment losses recognised on available-for-sale securities amounted to £497 million (2007: £35 million). Of this amount, 8 per cent (2007: 14 per cent) has been recorded on structured asset-backed securities, primarily due to reduced cash flow expectations on such securities that are collateralised by diversified pools of primarily below investment grade securities. Of the losses related to the impairment of fixed maturity securities the top five individual corporate issuers made up 27 per cent (2007: 57 per cent), reflecting a deteriorating business outlook of the companies concerned.
The impairment losses have been recorded in ‘investment income’ in the income statement.
In 2008, the Group realised gross losses on sales of available-for-sale securities of £184 million (2007: £86 million) with 55 per cent (2007: 46 per cent) of these losses related to the disposal of fixed maturity securities of six (2007: six) individual issuers, which were disposed of to rebalance the portfolio in the US operations in response to the unstable mortgage lending The effect of those reasonably likely changes in the key assumptions underlying the estimates that underpin the assessment of whether impairment has taken place depends on the factors described in note A3. A key indicator of whether such impairment may arise in future, and the potential amounts at risk, is the profile of gross unrealised losses for fixed maturity securities accounted for on an available-for-sale basis by reference to the time periods by which the securities have been held continuously in an unrealised loss position and by reference to the maturity date of the securities concerned.
For 2008 the amounts of gross unrealised losses for fixed maturity securities classified as available-for-sale under IFRS in an unrealised loss position was £3,178 million (2007: £439 million). Notes B1 and D3 provide further details on the impairment charges and unrealised losses of Jackson’s available-for-sale securities.
262 Prudential plc Annual Report 2008
H: Other information on balance sheet items
H1: Intangible assets attributable to shareholders
a Goodwill
2008 £m 2007 £m
Cost
At 1 January and 31 December 1,461 1,461
Aggregate impairment
At 1 January and 31 December (120) (120)
Net book amount at 31 December 1,341 1,341
Impairment testing
Goodwill does not generate cash flows independently of other groups of assets and thus is assigned to cash generating units (CGUs) for the purposes of impairment testing. These CGUs are based upon how management monitors the business and represent the lowest level to which goodwill can be allocated on a reasonable basis. An allocation to CGUs of the Group’s goodwill attributable to shareholders is shown below:
2008 £m
2007 £m
M&G
1,153
1,153
Other
188
188
1,341
1,341
‘Other’ represents goodwill amounts allocated across CGUs in Asia and US operations. These goodwill amounts are not individually material.
Assessment of whether goodwill may be impaired
With the exception of M&G, the goodwill attributable to shareholders in the balance sheet mainly relates to acquired life businesses. The Company routinely compares the aggregate of net asset value and acquired goodwill on an IFRS basis of acquired life business with the value of the business as determined using the EEV methodology, as described in note D1. Any excess of IFRS over EEV carrying value is then compared with EEV basis value of current and projected future new business to determine whether there is any indication that the goodwill in the IFRS balance sheet may be impaired.
Goodwill is tested for impairment by comparing the CGUs carrying amount, excluding any goodwill, with its recoverable amount.
M&G
The recoverable amount for the M&G CGU has been determined by calculating its value in use. This has been calculated by aggregating the present value of future cash flows expected to be derived from the component businesses of M&G (based upon management projections).
The discounted cash flow valuation has been based on a five-year plan prepared by M&G, and approved by management, and cash flow projections for later years.
The value in use is particularly sensitive to a number of key assumptions as follows:
i The set of economic, market and business assumptions used to derive the five-year plan. The direct and secondary effects of recent developments, e.g. the fall in global equity markets, are considered in arriving at the expectations for the financial projections for the plan.
ii The assumed growth rate on forecast cash flows beyond the terminal year of the budget. A growth rate of 2.5 per cent has been used to extrapolate beyond the plan period.
iii The risk discount rate. Differing discount rates have been applied in accordance with the nature of the individual component businesses. For retail and institutional business a risk discount rate of 12 per cent has been applied to post-tax cash flows.
This represents an average implied discount rate for comparable UK listed asset managers calculated by reference to risk-free rates, equity risk premiums of five per cent and an average ‘beta’ factor for relative market risk of comparable UK listed asset managers. A similar approach has been applied for the other component businesses of M&G.
iv That asset management contracts continue on similar terms.
Management believes that any reasonable change in the key assumptions would not cause the carrying amount of M&G to exceed its recoverable amount.
263
Notes on the Group financial statements H: Other information on balance sheet items continued
H1: Intangible assets attributable to shareholders continued
Japanese life company
The aggregate goodwill impairment of £120 million at 31 December 2008 and 2007 relates to the goodwill held in relation to the Japanese life operation which was impaired in 2005.
b Deferred acquisition costs and other intangible assets
Deferred acquisition costs and other intangible assets in the Group consolidated balance sheet attributable to shareholders consist of:
2008 £m 2007 £m
Deferred acquisition costs (DAC) related to insurance contracts as classified under IFRS 4 5,097 2,644
Deferred acquisition costs related to investment management contracts, including life assurance contracts classified as financial instruments and investment management contracts under IFRS 4 108 113
5,205 2,757
Present value of acquired in-force policies for insurance contracts as classified under IFRS 4 64 59
Present value of future profits of acquired investment management contracts, including life assurance contracts classified as financial instruments and investment management contracts under IFRS 4 1 4
Distribution rights 79 16 144 79
Total of deferred acquisition costs and other intangible assets 5,349 2,836
Arising in:
UK insurance operations 134 157
US insurance operations 3,962 1,928
Asian insurance operations 1,247 745
Asset management operations 6 6 5,349 2,836
The movement in the year comprises:
2008 £m 2007 £m
Balance at 1 January 2,836 2,497
Additions 959 717
Amortisation to income statement (551) (424)
Exchange differences 1,035 (42)
Change in shadow DAC (note D3 (i)) 1,070 88
Balance at 31 December 5,349 2,836
Deferred acquisition costs related to insurance contracts attributable to shareholders
The movement in deferred acquisition costs relating to insurance contracts attributable to shareholders is as follows:
2008 £m 2007 £m
Deferred acquisition costs at 1 January 2,644 2,315
Additions 887 694
Amortisation (520) (410)
Exchange differences 1,016 (44)
Change in shadow DAC 1,070 89
Deferred acquisition costs at 31 December 5,097 2,644
264 Prudential plc Annual Report 2008
Deferred acquisition costs related to investment management contracts attributable to shareholders
Incremental costs associated with the origination of investment management contracts written by the Group’s insurance and asset management businesses are capitalised and amortised as the related revenue is recognised. Deferred acquisition costs related to investment management contracts are all internally generated.
Amortisation of this intangible asset is included in the ‘acquisition costs and other operating expenditure’ line in the income statement.
2008 £m 2007 £m
At 1 January
Gross amount 136 130
Accumulated amortisation (23) (20)
Net book amount 113 110
Additions (through internal development) 12 7
Amortisation (17) (3)
Other charges – (1)
At 31 December 108 113
Comprising:
Gross amount 148 136
Accumulated amortisation (40) (23)
Net book amount 108 113
Present value of acquired in-force business of long-term business contracts attributable to shareholders
Prior to the adoption of IFRS 4, the present value of acquired in-force business (PVAIF) was accounted for under UK GAAP. On 1 January 2005, following the adoption of IFRS 4, PVAIF relating to investment contracts without discretionary participation features, which was previously included within long-term business, is removed and replaced by an asset representing the present value of the future profits of the asset management component of these contracts, where applicable. These contracts are accounted for under the provisions of IAS 18. The remainder of the PVAIF balance relates to insurance contracts and is accounted for under UK GAAP as permitted by IFRS 4.
The present value of future profits of acquired asset management contracts relates to unit-linked contracts acquired as part of the M&G acquisition in 1999.
Amortisation is charged to the ‘acquisition costs and other operating expenditure’ line in the income statement over the period of provision of asset management services as those profits emerge.
2008 £m 2007 £m
Insurance Investment Insurance Investment
contracts management contracts management
At 1 January
Cost 161 12 220 12
Accumulated amortisation (102) (8) (154) (6)
Net book amount 59 4 66 6
Exchange differences 14 – 2 –
Amortisation charge (9) (3) (9) (2)
At 31 December 64 1 59 4
Comprising:
Cost 184 12 161 12
Accumulated amortisation (120) (11) (102) (8)
Net book amount 64 1 59 4
265
Notes on the Group financial statements H: Other information on balance sheet items continued
H1: Intangible assets attributable to shareholders continued
Distribution rights attributable to the Asian insurance operations
Distribution rights relate to facilitation fees paid in respect of the banc assurance partnership arrangements in Asia for the bank distribution of Prudential’s insurance products for a fixed period of time. The distribution rights amounts are amortised over the term of the distribution contracts.
2008 £m 2007 £m
At 1 January
Gross amount 16 –
Accumulated amortisation 0 –
16 –
Additions 62 16
Amortisation charge (4) –
Exchange differences 5 –
At 31 December 79 16
Comprising:
Gross amount 84 16
Accumulated amortisation (5) –
79 16
H2: Intangible assets attributable to with-profits funds
a Goodwill in respect of acquired investment subsidiaries for venture fund and other investment purposes
2008 £m
Goodwill
Carrying value at 1 January 2008 192
Amortisation charge –
Impairment (18)
At 31 December 2008 174
All the goodwill relates to the UK and the insurance operations segments.
Following the sale by the Group of PPM Capital in November 2007, the only venture fund investment consolidated by the Group relates to an investment by PAC with-profits fund managed by M&G. The goodwill shown in the table above relates to this venture fund investment. Goodwill is tested for impairment for this investment by comparing the investment’s carrying value with its recoverable amount. The recoverable amount of the investment was determined by calculating its fair value less costs to sell. At 31 December 2008, following the impairment testing carried out, £18 million of the goodwill was deemed to be impaired and written off accordingly.
The impairment charge of £18 million is recorded under ‘acquisition costs and other operating expenditure’ but is also taken account of in determining the charge/credit in the income statement for the transfer to the liability for unallocated surplus of with-profits funds.
b Deferred acquisition costs and other intangible assets
Other intangible assets in the Group consolidated balance sheet attributable to with-profit funds consist of:
2008 £m 2007 £m
Deferred acquisition costs related to insurance contracts attributable to the PAC with-profit fund 13 19
Distribution rights attributable to with-profit funds of the Asian insurance operations 113 –
126 19
266 Prudential plc Annual Report 2008
Deferred acquisition costs related to insurance contracts attributable to the PAC with-profit fund
The movement in deferred acquisition costs relating to insurance contracts attributable to the PAC with-profit fund is as follows:
2008 £m 2007 £m
At 1 January 19 31
Additions – 1
Amortisation charge (6) (13)
At 31 December 13 19
The above costs relate to non-participating business written by the PAC with-profits sub-fund. No deferred acquisition costs are established for the participating business.
Distribution rights attributable to with-profit funds of the Asian insurance operations
Distribution rights relate to facilitation fees paid in relation to the banc assurance partnership arrangements in Asia for the bank distribution of Prudential’s insurance products for a fixed period of time. The distribution rights amounts are amortised over the term of the distribution contracts.
2008 £m
Gross amount –
Accumulated amortisation – –
Additions 115
Amortisation charge (2)
Exchange differences –
At 31 December 113
Comprising:
Gross amount 115
Accumulated amortisation (2)
113
H3: Reinsurers’ share of insurance contract liabilities
2008 £m 2007 £m
Insurance contract liabilities 1,176 724
Claims outstanding 64 59
1,240 783
The movement on reinsurers’ share of insurance contract liabilities is as follows:
2008 £m 2007 £m
At 1 January 724 878
Movement in the year 243 (147)
Foreign exchange translation differences 209 (7)
At 31 December 1,176 724
Notes on the Group financial statements H: Other information on balance sheet items continued
H4: Tax assets and liabilities
Assets
Of the £657 million (2007: £285 million) current tax recoverable, the majority is expected to be recovered in one year or less.
Deferred tax asset
2008 £m 2007 £m
Unrealised losses on investments 1,267 129
Balances relating to investment and insurance contracts 12 2
Short-term timing differences 1,282 770
Capital allowances 16 20
Unused deferred tax losses 309 30
Total 2,886 951
The deferred tax asset at 31 December 2008 and 2007 arises in the following parts of the Group.
2008 £m 2007 £m
UK insurance operations:
SAIF 7 1
PAC with-profits fund (including PAL) 272 93
Other 234 11
US insurance operations 1,969 657
Asian insurance operations 101 73
Other operations 303 116
2,886 951
Deferred tax assets are recognised to the extent that they are regarded as recoverable, that is to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying temporary differences can be deducted. The significant increases in 2008 reflect the incidence of unrealised losses on the fixed income securities of US insurance operations, for which there is the intent and ability to hold for the longer term. In addition, deferred tax balances to UK shareholder-backed insurance business has increased reflecting losses carried forward on the tax basis which reflects the regulatory basis.
The UK taxation regime applies separate rules to trading and capital profits and losses. The distinction between temporary differences that arise from items of either a trading or capital nature may affect the recognition of deferred tax assets. Accordingly, for the 2008 results and balance sheet position at 31 December 2008, the possible tax benefit of approximately £211 million (2007: £280 million), which may arise from capital losses valued at approximately £1 billion (2007: £1.4 billion), is sufficiently uncertain that it has not been recognised. In addition, a potential deferred tax asset of £678 million (2007: £112 million), which may arise from tax losses and other potential temporary differences totalling £2.2 billion (2007: £350 million) is sufficiently uncertain that it has not been recognised. Forecasts as to when the tax losses and other temporary differences are likely to be utilised indicate that they may not be utilised in the short term.
268 Prudential plc Annual Report 2008
Liabilities
Of the £842 million (2007: £1,237 million) current tax liability, it is not practicable to estimate how much is expected to be settled in one year or less due to the uncertainty over when outstanding issues will be agreed with HM Revenue & Customs.
Deferred tax liability
2008 £m 2007 £m
Unrealised gains on investments 765 2,098
Balances relating to investment and insurance contracts 968 599
Short-term timing differences 1,490 693
Capital allowances 6 12
3,229 3,402
Unprovided deferred income tax liabilities on temporary differences associated with investments in subsidiaries, associates and interests in joint ventures are considered to be insignificant due to the availability of various UK tax exemptions and reliefs.
Discounting
Deferred tax asset and liability balances have not been discounted.
H5: Accrued investment income and other debtors
2008 £m 2007 £m
Accrued investment income
Interest receivable 1,775 1,434
Other 738 589
Total 2,513 2,023
Other debtors
Premiums receivable:
From policyholders 194 154
From intermediaries 17 13
From reinsurers 253 104
Other 768 638
Total 1,232 909
Total accrued investment income and other debtors 3,745 2,932
Of the £3,745 million (2007: £2,932 million) of accrued investment income and other debtors, £114 million (2007: £64 million)
is expected to be settled after one year or more.
269
Notes on the Group financial statements H: Other information on balance sheet items continued
H6: Property, plant and equipment
Property, plant and equipment comprise Group occupied properties, development property and tangible assets. A reconciliation of the carrying amount of these items from the beginning of the year to the end of the year is as follows:
Group occupied Development Tangible Continuing Discontinued
property property assets operations operations Total
£m £m £m £m £m £m
At 1 January 2007
Cost 225 479 917 1,621 226 1,847
Accumulated depreciation (33) –(518)(551)(163)(714)
Net book amount 192 479 399 1,070 63 1,133
Year ended 31 December 2007
Opening net book amount 192 479 399 1,070 63 1,133
Exchange differences 2 – 1 3 – 3
Depreciation charge (48) –(50) (98) (9) (107)
Additions 71 48 109 228 3 231
Arising on acquisition of subsidiaries 5 – 33 38 – 38
Disposal of subsidiaries – – – –(57) (57)
Deconsolidated venture fund investmentsI6 (69) –(261)(330) –(330)
Disposals (2) – (25) (27) – (27)
Reclassification from held for investment – 120 – 120 – 120
Reclassification from held for sale – 8 – 8 – 8
Closing net book amount 151 655 206 1,012 – 1,012
At 1 January 2008
Cost 172 655 612 1,439 – 1,439
Accumulated depreciation (21) –(406) (427) –(427)
Net book amount 151 655 206 1,012 – 1,012
Year ended 31 December 2008
Opening net book amount 151 655 206 1,012 1,012
Exchange differences 45 – 40 85 85
Depreciation charge (3) –(67) (70) (70)
Additions 3 152 85 240 240
Disposals (1) –(23) (24) (24)
Reclassification from (to) held for investment 68 (676) – (608) (608)
Closing net book amount 263 131 241 635 635
At 31 December 2008
Cost 292 131 717 1,140 1,140
Accumulated depreciation (29) –(476) (505) (505)
Net book amount 263 131 241 635 635
All additions arising on acquisition of subsidiaries in 2007 related to acquisitions of venture investment subsidiaries of the PAC with-profits fund.
270 Prudential plc Annual Report 2008
Capital expenditure: property, plant and equipment by primary segment
2008 £m 2007 £m
Insurance operations 212 206
Asset management 13 11
Unallocated corporate 16 11
Continuing operations 241 228
Discontinued banking operations – 3
Total 241 231
Capital expenditure: property, plant and equipment by secondary segment
2008 £m 2007 £m
UK 173 145
US 20 33
Asia 48 50
Continuing operations 241 228
Discontinued banking operations – 3
Total 241 231
H7: Investment properties
Investment properties principally relate to the PAC with-profits fund and are carried at fair value. A reconciliation of the carrying amount of investment properties at the beginning and end of the year is set out below:
2008 £m 2007 £m
At 1 January 13,688 14,491
Additions:
Resulting from acquisitions 1,414 1,707
Resulting from expenditure capitalised 218 128
Resulting from acquisitions through business combinations 463 –
Disposals (1,010) (1,378)
Net loss from fair value adjustments (3,784) (1,128)
Net foreign exchange differences 395 14
Transfers to held for sale assets –(25)
Transfers from (to) development properties 676(121)
Transfers to owner occupied properties (68) –
At 31 December 11,992 13,688
The income statement includes the following items in respect of investment properties:
2008 £m 2007 £m
Rental income from investment properties 726 670
Direct operating expenses (including repairs and maintenance expenses)
arising from investment properties:
That generated rental income during the year 109 117
That did not generate rental income during the year 1 –
Total direct operating expenses 110 117
Notes on the Group financial statements H: Other information on balance sheet items continued
H7: Investment properties continued
Investment properties of £3,559 million (2007: £3,665 million) are held under finance leases. A reconciliation between the total of future minimum lease payments at the balance sheet date, and their present value is shown below:
2008 £m 2007 £m
Future minimum lease payments at 31 December 963 979
Future finance charges on finance leases (863)(877)
Present value of minimum lease payments 100 102
Future minimum lease payments are due as follows:
Less than 1 year 5 5
1 to 5 years 22 22
Over 5 years 936 952
Total 963 979
The present values of these minimum lease payments are:
Less than 1 year 5 5
1 to 5 years 22 22
Over 5 years 73 75
Total 100 102
Contingent rent is that portion of the lease payments that is not fixed in amount but is based on the future value of a factor that changes other than with the passage of time. Contingent rent recognised as an expense in 2008 amounted to £nil (2007: £14 million). Contingent rents recognised as income in the year amounted to £nil (2007: £26 million).
The Group’s policy is to rent investment properties to tenants through operating leases. Minimum future rentals to be received on non-cancellable operating leases are receivable in the following periods:
2008 £m 2007 £m
Less than 1 year 742 679
1 to 5 years 2,599 2,464
Over 5 years 9,106 8,266
Total 12,447 11,409
The total minimum future rentals to be received on non-cancellable sub-leases for land and buildings at 31 December 2008 are £3,730 million (2007: £2,746 million).
272 Prudential plc Annual Report 2008
H8: Investments in associates and joint ventures
Investments in associates
The Group had four associates at 31 December 2008 (2007: four) that are accounted for using the equity method. The Group’s associates are a 30 per cent interest in The Nam Khang, a Vietnamese property developer, a 30 per cent interest in Apollo Education and Training Organisation Vietnam, a 25 per cent interest in OYO Developments Limited, and a 26.8 per cent interest in IFonline Group Limited (IFonline).
The Group also has investments in associates which meet the IAS 28 criteria for measurement at fair value through profit and loss in accordance with IAS 39.
Associates accounted for using the equity method
Equity accounting is applied to IFonline based on its reporting period of the year to 30 November and is adjusted for material changes up to 31 December. Accordingly, the information is deemed to cover the same period as that of the Group.
A summary of the movements in investments in associates accounted for using the equity method in 2008 and 2007 is set out below:
Total
Share of Share of Share of carrying
capital reserves net assets Goodwill value
£m £m £m £m £m
Balance at 1 January 2007 4(5)(1) 7 6
Acquisitions 5 – 5 1 6
Share of profit for the year after tax – – – – –
Balance at 31 December 2007 9(5) 4 8 12
Impairment of goodwill – – –(6)(6)
Exchange translation and other movements 3 1 4 – 4
Share of loss for the year after tax – – – – –
Balance at 31 December 2008 12(4) 8 2 10
There have been no changes recognised directly in the equity of associates that would also be recognised directly in equity by the Group.
The Group’s share of the assets, liabilities, revenues and profit and loss of associates accounted for using the equity method at 31 December 2008 and 2007 is as follows:
2008 £m 2007 £m
Financial position
Total assets (excluding goodwill) 12 7
Total liabilities (4) (3)
Net assets 8 4
Results of operations
Revenue 3 5
Profit in the year – –
Associates carried at fair value through profit and loss
The Group’s associates that are carried at fair value through profit and loss comprise investments in OEICs, unit trusts, funds holding collateralised debt obligations, property unit trusts, and venture capital investments of the PAC with-profits fund where the Group has significant influence. These investments are incorporated both in the UK and overseas, and some have year ends which are non-coterminous with that of the Group. In these instances, the investments are recorded at fair value at
31 December 2008 based on valuations or pricing information at that specific date. The aggregate fair value of associates carried at fair value through profit and loss where there are published price quotations is approximately £4 billion (2007: £2 billion) at
31 December 2008.
The aggregate assets of these associates are approximately £8 billion (2007: £9 billion). Aggregate liabilities, excluding liabilities to unit holders and shareholders for unit trusts and OEICs, are approximately £2 billion (2007: £2 billion). Fund revenues, with revenue arising in unit trusts and OEICs deemed to constitute the investment return for these vehicles, were approximately £0.8 billion (2007: £0.5 billion) and net loss in the year, excluding unit trusts and OEICs where all investment returns accrue to unit holders or shareholders respectively, was approximately £0.3 billion (2007: profit of £0.2 billion).
Notes on the Group financial statements H: Other information on balance sheet items continued
H8: Investments in associates and joint ventures continued
Investments in joint ventures
Joint ventures represent activities over which the Group exercises joint control through contractual agreement with one or more parties. The Group’s significant joint ventures, which are accounted for
using proportionate consolidation, comprise various
joint ventures relating to property investments where the Group has a 50 per cent interest as well as the following interests:
Investment % held Principal activity Country
ICICI Prudential Life Insurance Company Limited 26 Life assurance India
BOCI – Prudential Asset Management Limited 36 Pensions China
PruHealth 50 Private medical insurance UK
CITIC – Prudential Life Insurance Company Limited 50 Life assurance China
CITIC Prudential Fund Management Company Limited 49 Asset management China
Prudential ICICI Asset Management Company Limited 49 Asset management India
Prudential BSN Takaful Berhad 49 General and life insurance Malaysia
In August 2007, the Group increased its stake in CITIC Prudential Fund Management Company Limited from 33 per cent to 49 per cent.
On 29 September 2007, following expiry of the previous management agreement, a revised arrangement was put in place in respect of CITIC – Prudential Life Insurance Company Limited following which the Group’s investment has been accounted for as a joint venture. Prior to the change in management agreement CITIC – Prudential Life Insurance Company Limited was accounted for as a subsidiary undertaking. Whilst the management agreement has been revised there has been no change in the Group’s level of holding.
The investments noted in the table above have the same accounting year end as the Group, except for ICICI Prudential Life Insurance Company Limited and Prudential ICICI Asset Management Company Limited. Although these investments have reporting periods ending 31 March, 12 months of financial information up to 31 December is recorded. Accordingly, the information is deemed to cover the same period as that of the Group.
The summarised financial data for the Group’s share of investments in joint ventures is as follows:
2008 £m 2007 £m
Financial position
Current assets 250 1,277
Non-current assets 1,212 173
Total assets 1,462 1,450
Current liabilities (159) (115)
Non-current liabilities (1,063) (1,121)
Total liabilities (1,222) (1,236)
Net equity 240 214
Results of operations
Revenues 656 500
Expenses (649) (546)
Net profit (loss) 7 (46)
There are several minor service agreements in place between the joint ventures and the Group. During 2008, the aggregate amount of the transactions was £15.9 million (2007: £5.4 million) and the balance outstanding as at 31 December 2008 was £22.5 million (2007: £4.7 million).
The joint ventures have no significant contingent liabilities to which the Group is exposed nor does the Group have any significant contingent liabilities in relation to its interest in the joint ventures.
274 Prudential plc Annual Report 2008
H9: Assets held for sale
Assets held for sale in 2007 of £30 million comprised investment property of the PAC with-profits fund.
Investment properties are classified as held for sale when contracts have been exchanged but the sale has not been completed at the period end. There were no assets held for sale at 31 December 2008.
Gains on disposal of held for sale assets are recorded in ‘investment income’ within the income statement.
H10: Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand, deposits held at call with banks, treasury bills and other short-term highly liquid investments with less than 90 days maturity from the date of acquisition. Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:
2008 £m 2007 £m
Cash 5,362 4,528
Cash equivalents 593 423
Total cash and cash equivalents 5,955 4,951
Cash and cash equivalents held centrally are considered to be available for general use by the Group. These funds amount to £165 million and £394 million at 31 December 2008 and 2007, respectively. The remaining funds are considered not to be available for general use by the Group, and include funds held for the benefit of policyholders.
H11: Shareholders’ equity: Share capital, share premium and reserves
2008 £m 2007 £m
Share capital and share premium
Share capital 125 123
Share premium 1,840 1,828
Reserves
Retained earnings 3,604 4,301
Translation reserve 638 (112)
Available-for-sale reserve (1,149) (78)
Total shareholders’ equity 5,058 6,062
The authorised share capital of the Company is £220 million (2007: £220 million) (divided into 4,000,000,000 (2007: 4,000,000,000) ordinary shares of 5 pence each and 2,000,000,000 sterling preference shares of 1 pence each) and US$20 million (divided into 2,000,000,000 US dollar preference shares of 1 cent each) and Euros 20 million (divided into 2,000,000,000 Euro preference shares of 1 cent each). None of the preference shares have been issued. A summary of the ordinary shares in issue is set out below:
275
Financial statements H
Notes on the Group financial statements H: Other information on balance sheet items continued
H11: Shareholders’ equity: share capital, share premium and reserves continued
Share capital and share premium
2007
Number of Share Share
ordinary capital premium
shares £m £m
Issued shares of 5p each fully paid:
At the beginning of the year 2,444,312,425 122 1,822
Shares issued under share option schemes 803,818 – 6
Shares issued in lieu of cash dividends 24,900,997 1 175
Transfer to retained earnings in respect of shares issued
in lieu of cash dividends – –(175)
At end of the year 2,470,017,240 123 1,828
2008
Issued shares of 5p each fully paid:
At the beginning of the year 2,470,017,240 123 1,828
Shares issued under share option schemes 2,307,469 – 12
Shares issued in lieu of cash dividends 24,622,979 2 156
Transfer to retained earnings in respect of shares issued
in lieu of cash dividends – – (156)
At end of the year 2,496,947,688 125 1,840
Amounts recorded in share capital represent the nominal value of the shares issued. The difference between the proceeds received on issue of shares, net of issue costs, and the nominal value of shares issued is credited to the share premium account.
At 31 December 2008, there were options outstanding under Save As You Earn schemes to subscribe for 6,825,343 (2007: 9,017,442) shares at prices ranging from 266 pence to 617 pence (2007: 266 pence to 695 pence) and exercisable by the year 2015 (2014). In addition, there are 967,652 (2007: 2,037,220) conditional options outstanding under the RSP and 4,906,234 (2007: 3,485,617) under the GPSP exercisable at nil cost within a 10-year period.
The cost of own shares of £75 million as at 31 December 2008 (2007: £60 million) is deducted from retained earnings. The Company has established trusts to facilitate the delivery of shares under employee incentive plans and savings-related share option schemes. At 31 December 2008, 6.4 million (2007: 6.6 million) Prudential plc shares with a market value of £27 million (2007: £47 million) were held in such trusts. Of this total, 6.0 million (2007: 5.1 million) shares were held in trusts under employee incentive plans. In 2008, the Company purchased 5.4 million (2007: 1.2 million) shares in respect of employee incentive plans at a cost of £27 million (2007: £9 million). The maximum number of shares held in the year was 6.6 million which was at the beginning of the year.
Of the total shares held in trust, 0.4 million (2007: 1.5 million) shares were held by a qualifying employee share ownership trust. These shares are expected to be fully distributed in the future on maturity of savings-related share option schemes.
The Group has consolidated a number of authorised investment funds where it is deemed to control these funds under IFRS. Certain of these funds hold shares in Prudential plc. The total number of shares held by these funds at 31 December 2008 was 9.2 million (2007: 4.1 million) and the cost of acquiring these shares of £47 million (2007: £22 million) is included in the cost of own shares. The market value of these shares as at 31 December 2008 was £37 million (2007: £29 million).
Reserves
The translation reserve represents cumulative foreign exchange translation differences taken directly to equity in accordance with IFRS, net of related tax. In accordance with IFRS 1, cumulative translation differences are deemed to be zero at
1 January 2004, the date of transition to IFRS.
The available-for-sale reserve represents gains or losses arising from changes in the fair value of available-for-sale securities of Jackson, net of the related change in amortisation of deferred income and acquisition costs and of the related tax.
276 Prudential plc Annual Report 2008
H12: Insurance contract liabilities and unallocated surplus of with-profits funds
Movement in year
Insurance Unallocated
contract surplus of with-profits
liabilities funds
£m £m
At 1 January 2007 123,339 13,425
Income and expense included in the income statement 9,604 541
Foreign exchange translation differences (167) (7)
At 31 December 2007 132,776 13,959
At 1 January 2008 132,776 13,959
Income and expense included in the income statement (12,760) (5,815)
Foreign exchange translation differences 16,014 270
At 31 December 2008 136,030 8,414
Note B6 provides further analysis of the movement in the year of the Group’s policyholder liabilities and unallocated surplus of
the with-profits funds.
277
Financial statements H
Notes on the Group financial statements H: Other information on balance sheet items continued
H13: Borrowings
Core structural borrowings of shareholder-financed operations
2008 £m 2007 £m
Innovative Lower †
Tier 1* Tier 2* Senior Total Total
Parent company
Subordinated debt:
¤500m 5.75% Subordinated Notes 2021note i 482 482 365
¤20m Medium-Term Subordinated Notes 2023note ii 19 19 15
£435m 6.125% Subordinated Notes 2031 427 427 427
US$1,000m 6.5% Perpetual Subordinated
Capital Securitiesnote iii 696 696 485
US$250m 6.75% Perpetual Subordinated
Capital Securitiesnote iv 173 173 124
US$300m 6.5% Perpetual Subordinated
Capital Securitiesnotes iv,v 190 190 154
1,059 928 – 1,987 1,570
Senior debt:‡
£249m 5.5% Bonds 2009 249 249 248
£300m 6.875% Bonds 2023 300 300 300
£250m 5.875% Bonds 2029 249 249 249
– – 798 798 797
Total parent company† 1,059 928 798 2,785 2,367
Jackson
US$250m 8.15% Surplus Notes 2027note vi 173 173 125
Totalnote vii 1,059 1,101 798 2,958 2,492
*These debt classifications are consistent with the treatment of capital for regulatory purposes, as defined in the FSA Handbook.
† Including central finance subsidiaries.
‡ The senior debt ranks above subordinated debt in the event of liquidation.
Notes i The ¤500 million 5.75 per cent borrowings have been swapped into borrowings of £333 million with interest payable at six month £Libor plus 0.962 per cent. ii The ¤20 million Medium-Term Subordinated Notes were issued at 20-year Euro Constant Maturity Swap (capped at 6.5 per cent). These have been swapped into borrowings of £14 million with interest payable at three month £Libor plus 1.2 per cent. iii Interest on the US$1,000 million 6.5 per cent borrowings was swapped into floating rate payments at three month US$Libor plus 0.80 per cent.
In January 2009, this swap was cancelled. iv The US$250 million 6.75 per cent borrowings and the US$300 million 6.5 per cent borrowings can be converted, in whole or in part, at the
Company’s option and subject to certain conditions, on any interest payment date falling on or after 23 March 2010 and 23 March 2011 respectively, into one or more series of Prudential preference shares. v Interest on the US$300 million 6.5 per cent borrowings was swapped into floating rate payments at three month US$Libor plus 0.0225 per cent.
In January 2008, this was swapped back into fixed rate payments at 6.5 per cent. vi The Surplus Notes are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims of Jackson. vii Maturity analysis The following table sets out the maturity analysis of the Group’s core structural borrowings:
2008 2007
£m £m
Less than 1 year 249 –
1 to 2 years – 248
2 to 3 years – –
3 to 4 years – –
4 to 5 years – –
Over 5 years 2,709 2,244
Total 2,958 2,492
278 Prudential plc Annual Report 2008
Operational borrowings attributable to shareholder-financed operations
2008 £m 2007 £m
Borrowings in respect of short-term fixed income securities programmes
Commercial paper 1,269 2,422
Medium-Term Notes 2008 – 48
Medium-Term Notes 2010 9 7
1,278 2,477
Non-recourse borrowings of US operationsnote i
Jacksonnote ii 104 126
Investment subsidiaries 23 9
Piedmont and CDO fundsnote iii 384 456
511 591
Other borrowings
Bank loans and overdraftsnote iv 185 6
Obligations under finance leases 3 7
188 13
Totalnote vi 1,977 3,081
Notes i In all instances the holders of the debt instruments issued by these subsidiaries and funds do not have recourse beyond the assets of those subsidiaries and funds. ii This represents senior debt issued through the Federal Home Loan Bank of Indianapolis and is secured on collateral posted with FHLB by Jackson.
The interest rate on this debt is variable based on a market rate and was 0.47 per cent at 31 December 2008. iii Piedmont is an investment trust investing in certain asset-backed and mortgage-backed securities in the US. These borrowings pertain to debt instruments issued to external parties. iv Bank loans and overdrafts include a short-term loan of £130 million in Asian operations (2007: £nil). v In addition to the operational borrowings shown in the table above, in October 2008 Prudential plc issued £200 million Floating Rate Notes 2009, which were wholly subscribed to by a Group subsidiary. These borrowings have been eliminated on consolidation. vi Maturity analysis The following table sets out the maturity analysis of the Group’s operational borrowings attributable to shareholder-financed operations:
2008 2007
£m £m
Less than 1 year 1,584 2,618
1 to 2 years 9 –
2 to 3 years 38 7
3 to 4 years 52 44
4 to 5 years 240 54
Over 5 years 54 358
Total 1,977 3,081
Borrowings attributable to with-profits funds
2008 £m 2007 £m
Non-recourse borrowings of consolidated investment fundsnote i 1,161 789
£100m 8.5% Undated Subordinated Guaranteed Bonds of Scottish Amicable Finance plcnote ii 100 100
Other borrowings (predominantly obligations under finance leases) 47 98
Totalnote iii 1,308 987
Notes i In all instances the holders of the debt instruments issued by these funds do not have recourse beyond the assets of those funds. ii The interests of the holders of the bonds issued by Scottish Amicable Finance plc, a subsidiary of the Scottish Amicable Insurance Fund, are subordinate to the entitlements of the policyholders of that fund.
Notes on the Group financial statements H: Other information on balance sheet items continued
H13: Borrowings continued
iii Maturity analysis
The following table sets out the maturity analysis of the Group’s borrowings attributable to with-profits funds:
2008 2007
£m £m
Less than 1 year 272 103
1 to 2 years 12 16
2 to 3 years 150 62
3 to 4 years 418 –
4 to 5 years – 154
Over 5 years 456 652
Total 1,308 987
H14: Provisions and contingencies
Provisions
2008 £m 2007 £m
Provision in respect of defined benefit pension schemes:I1
Deficit, gross of deferred tax, based on scheme assets held, including
investments in Prudential insurance policies:
Attributable to PAC with-profits fund (i.e. absorbed by the liability for unallocated surplus) 67 98
Attributable to shareholder-financed operations (i.e. to shareholders’ equity) 82 85
149 183
Add back: Investments in Prudential insurance policies 157 172
Provision after elimination of investments in Prudential insurance policies and
matching policyholder liability from Group balance sheet 306 355
Other provisions (see below) 155 220
Total provisions 461 575
Analysis of other provisions:
2008 £m 2007 £m
At 1 January 220 238
Charged to income statement:
Additional provisions 48 116
Unused amounts released(24)(23)
Used during the year(101)(112)
Exchange differences 12 1
At 31 December 155 220
Comprising:
Legal provisions 23 19
Restructuring provisions 21 35
Other provisions 111 166
Total 155 220
Of the other provisions balance of £155 million (2007: £220 million), £90 million (2007: £77 million) is expected to be settled within one year. Employer contributions expected to be paid into defined benefit pension schemes within one year are shown in note I1.
Legal provisions
The legal provisions of £23 million (2007: £19 million) relate predominantly to Jackson. Jackson has been named in civil proceedings, which appear to be substantially similar to other class action litigation brought against many life insurers in the US, alleging misconduct in the sale of insurance products. During 2008, £2 million was paid.
280 Prudential plc Annual Report 2008
Restructuring provisions
Restructuring provisions of £21 million (2007: £35 million) relate to restructuring activities of UK insurance operations. In 2004 and 2005, UK insurance operations implemented restructurings relating to document management review, streamlining operations, and the relocation of activities to an offshore base in India. In December 2005, the Group announced an initiative for UK insurance operations to work more closely with M&G and in the process facilitate the realisation of substantial annualised pre-tax cost savings and opportunities for revenue synergies.
On 28 November 2007 UK insurance operations announced it had entered into a partnership agreement with Capita Group Plc (Capita) to outsource a large proportion of its in-force and new business policy administration. Under the terms of the proposed agreement, Capita will provide customer servicing, policy administration, new business processing, claims activity and related IT support.
At 1 January 2007, a provision of £72 million was brought forward, and during 2007 an additional £21 million was provided, £14 million of unused provision was released, and £44 million was paid.
During 2008, an additional provision of £4 million was provided, £7 million of unused provision was released, and £11 million was paid.
Other provisions
Other provisions of £111 million (2007: £166 million) include provisions of £95 million (2007: £155 million) relating to staff benefit schemes. During 2008, another £37 million was provided (including exchange movements of £6 million), £15 million of unused provision was released and £82 million was paid. In 2007, a provision of £134 million was brought forward, an additional £78 million was provided, £3 million of unused provision was released and £54 million was paid. Other provisions also include £16 million (2007: £11 million) relating to various onerous contracts where, in 2008, an additional £10 million was provided and £5 million was used. In 2007, £18 million was brought forward, £2 million was provided and £1 million was released and £8 million was paid.
Contingencies and related obligations
Litigation
In addition to the legal proceedings relating to Jackson mentioned above, the Group is involved in other litigation and regulatory issues. Whilst the outcome of such matters cannot be predicted with certainty, the directors believe that the ultimate outcome of such litigation and regulatory issues will not have a material adverse effect on the Group’s financial condition, results of operations, or cash flows.
Pension mis-selling review
In 1988, the UK government introduced new pensions legislation intended to encourage more individuals to make their own arrangements for their pensions. During the period from April 1988 to June 1994, many individuals were advised by insurance companies, Independent Financial Advisers and other intermediaries to not join, to transfer from or to opt out of their occupational pension schemes in favour of private pension products introduced under the UK Income and Corporation Taxes Act 1988. The UK insurance regulator (previously the Personal Investment Authority, now the FSA), subsequently determined that many individuals were incorrectly advised and would have been better off not purchasing the private pension products sold to them. Industry participants are responsible for compensating the persons to whom private pensions were mis-sold. As a result, the FSA required that all UK life insurance companies review their potential cases of pension mis-selling and pay compensation to policyholders where necessary and, as a consequence, record a provision
for the estimated costs. The Group met the requirement of the FSA to issue offers to all cases by 30 June 2002.
The table below summarises the change in the pension mis-selling provision for the years ended 31 December 2008 and 2007. The change in the provision is included in benefits and claims in the income statement and the movement in unallocated surplus of with-profits funds has been determined accordingly.
2008 £m 2007 £m
Balance at beginning of year 448 401
Changes to actuarial assumptions and method of calculation(75) 71
Discount unwind 20 22
Redress to policyholders(46)(41)
Payment of administrative costs(2)(5)
Balance at end of year 345 448
Notes on the Group financial statements H: Other information on balance sheet items continued
H14: Provisions and contingencies continued
The pension mis-selling provision is included within the liabilities in respect of investment contracts with discretionary participation features under IFRS 4.
The pension mis-selling provision at 31 December 2008 set out above of £345 million is stochastically determined on a discounted basis. The average discount rate implied in the movement in the year is 4.0 per cent. The undiscounted amounts at
31 December 2008 expected to be paid in each of the years ending 31 December are as follows:
2008 £m
Year ended 31 December
2009 17
2010 8
2011 9
2012 13
2013 12
Thereafter 572
Total undiscounted amount 631
Aggregate discount(286)
Discounted pension mis-selling provision at 31 December 2008 345
The liability accounting for the contracts which are the subject of the mis-selling provision is reflected in two elements, namely the core policyholder liability determined on the basis applied for other contract liabilities and the mis-selling provision. The overall liability for these contracts remains appropriate in the context of the accounting for policyholder liabilities that determines the calculation of both elements. However, the constituent elements are reallocated and remeasured for the changes arising from the application of the realistic Peak 2 basis of liabilities for the core policyholder liability, as reflected in the IFRS policy improvement to apply the UK GAAP standard FRS 27 as described in section A4.
The FSA periodically updates the actuarial assumptions to be used in calculating the provision, including interest rates and mortality assumptions. The pension mis-selling provision represents the discounted value of future expected payments, including benefit payments and all internal and external legal and administrative costs of adjudicating, processing and settling those claims. To the extent that amounts have not been paid, the provision increases each year reflecting the shorter period of discount.
The directors believe that, based on current information, the provision, together with future investment return on the assets backing the provision, will be adequate to cover the costs of pension mis-selling as well as the costs and expenses of the Group’s pension review unit established to identify and settle such cases. Such provision represents the best estimate of probable costs and expenses. However, there can be no assurance that the current provision level will not need to be increased.
The costs associated with the pension mis-selling review have been met from the inherited estate (see below). Accordingly, these costs have not been charged to the asset shares used in the determination of policyholder bonus rates. Hence policyholders’ pay-out values have been unaffected by pension mis-selling.
In 1998, Prudential stated that deducting mis-selling costs from the inherited estate would not impact its bonus or investment policy and it gave an assurance that if this unlikely event were to occur, it would make available support to the fund from shareholder resources for as long as the situation continued, so as to ensure that policyholders were not disadvantaged. The assurance was designed to protect both existing policyholders at the date it was announced, and policyholders who subsequently purchased policies while the pension mis-selling review was continuing.
This review was completed on 30 June 2002. The assurance will continue to apply to any policy in force at 31 December 2003, both for premiums paid before 1 January 2004, and for subsequent regular premiums (including future fixed, RPI or salary related increases and Department of Work and Pensions rebate business). The assurance has not applied to new business since 1 January 2004. New business in this context consists of new policies, new members to existing pension schemes plus regular and single premium top-ups, transfers and switches to existing arrangements. The maximum amount of capital support available under the terms of the assurance will reduce over time.
The bonus and investment policy for each type of with-profits policy is the same irrespective of whether or not the assurance applies and this is expected to continue for the foreseeable future. Hence removal of the assurance for new business has had no impact on policyholder returns.
In February 2009, the FSA issued a revised consultation paper 09/09 proposing that future payments of compensation and redress for events occurring after 31 July 2009 may only be paid from assets attributable to shareholders.
282 Prudential plc Annual Report 2008
Mortgage endowment products review
In common with several other UK insurance companies, the Group used to sell low-cost endowment products related to repayment of residential mortgages. At sale, the initial sum assured is set at a level such that the projected benefits, including an estimate of the annual bonus receivable over the life of the policy, will equal or exceed the mortgage debt. Because of a decrease in expected future investment returns since these products were sold, the FSA is concerned that the maturity value of some of these products will be less than the mortgage debt. The FSA has worked with insurance companies to devise a programme whereby the companies write to customers indicating whether they may have a possible shortfall and outline the actions that the customers can take to prevent this possibility.
The Group is exposed to mortgage endowment products in respect of policies issued by Scottish Amicable Life plc (SAL) and policies issued by Scottish Amicable Life Assurance Society (SALAS) which were transferred into SAIF. At 31 December 2008, provisions of £5 million (2007: £5 million) in SAL and £40 million (2007: £43 million) in SAIF were held to cover potential compensation in respect of mortgage endowment product mis-selling claims. As SAIF is a separate sub-fund of the Prudential Assurance long-term business fund, this provision has no impact on shareholders.
In addition, in the year ended 31 December 2008 Prudential Assurance’s main with-profits fund paid compensation of £1 million (2007: £5 million) in respect of mortgage endowment products mis-selling claims and at 31 December 2008 held a provision of £54 million (2007: £55 million) in respect of further compensation. The movement in this provision has no impact on the Group’s profit before tax.
In May 2006, the Group introduced a deadline for both Prudential and Scottish Amicable mortgage endowment complaints. Impacted customers have three years to lodge a mis-selling complaint in line with the time limit prescribed by the FSA and the ABI.
Guaranteed annuities
Prudential Assurance used to sell guaranteed annuity products in the UK and at 31 December 2008 held a provision of £42 million (2007: £45 million) within the main with-profits fund to honour guarantees on these products. The Group’s main exposure to guaranteed annuities in the UK is through SAIF and at 31 December 2008 a provision of £391 million (2007: £563 million) was held in SAIF to honour the guarantees. As SAIF is a separate sub-fund of the Prudential Assurance long-term business fund, the movement in this provision has no impact on shareholders.
Other matters
Inherited estate of the PAC long-term fund
The assets of the with-profits sub-fund (WPSF) within the long-term fund of The Prudential Assurance Company Limited (PAC) comprise the amounts that it expects to pay out to meet its obligations to existing policyholders and an additional amount used as working capital. The amount payable over time to policyholders from the WPSF is equal to the policyholders’ accumulated asset shares plus any additional payments that may be required by way of smoothing or to meet guarantees. The balance of the assets of the WPSF is called the ‘inherited estate’ and has accumulated over many years from various sources.
The inherited estate, as working capital, enables PAC to support with-profits business by providing the benefits associated with smoothing and guarantees, by providing investment flexibility for the fund’s assets, by meeting the regulatory capital requirements that demonstrate solvency and by absorbing the costs of significant events or fundamental changes in its long-term business without affecting the bonus and investment policies. The size of the inherited estate fluctuates from year to year depending on the investment return and the extent to which it has been required to meet smoothing costs, guarantees and other events.
Prudential announced in March 2006 that it had begun a process to determine whether it could achieve greater clarity as to the status of the inherited estate through reattribution. In June 2008 Prudential announced that it did not believe that it was in the interests of current or future policyholders or shareholders to continue the reattribution process. This announcement reflects Prudential’s overriding priority which is to maintain the long-term financial security of the WPSF and to continue delivering strong performance for the benefit of its policyholders.
Support for long-term business funds by shareholders’ funds
As a proprietary insurance company, Prudential Assurance is liable to meet its obligations to policyholders even if the assets of the long-term funds are insufficient to do so. The assets, represented by the unallocated surplus of with-profits funds, in excess of amounts expected to be paid for future terminal bonuses and related shareholder transfers (‘the excess assets’) in the long-term funds could be materially depleted over time by, for example, a significant or sustained equity market downturn, costs of significant fundamental strategic change or a material increase in the pension mis-selling provision. In the unlikely circumstance that the depletion of the excess assets within the long-term fund was such that the Group’s ability to satisfy policyholders’ reasonable expectations was adversely affected, it might become necessary to restrict the annual distribution to shareholders or to contribute shareholders’ funds to the long-term funds to provide financial support.
In 1997, the business of SALAS, a mutual society, was transferred to Prudential Assurance. In effecting the transfer, a separate sub-fund, SAIF, was established within Prudential Assurance’s long-term business fund. This sub-fund contains all the with-profits business and all other pension business that was transferred. No new business has been or will be written in the sub-fund and the sub-fund is managed to ensure that all the invested assets are distributed to SAIF policyholders over the lifetime of SAIF
283
Notes on the Group financial statements H: Other information on balance sheet items continued
H14: Provisions and contingencies continued
policies. With the exception of certain amounts in respect of the unitised with-profits life business, all future earnings arising in SAIF are retained for SAIF policyholders. Any excess (deficiency) of revenue over expense within SAIF during a period is offset by a transfer to (from) the SAIF unallocated surplus. Shareholders have no interest in the profits of SAIF but are entitled to the asset management fees paid on this business. With the exception of certain guaranteed annuity products mentioned earlier in this note, and certain products which include a minimum guaranteed rate of accumulation, the majority of SAIF with-profits policies do not guarantee minimum rates of return to policyholders.
Should the assets of SAIF be inadequate to meet the guaranteed benefit obligations to the policyholders of SAIF, the
Prudential Assurance long-term fund would be liable to cover any such deficiency. Due to the quality and diversity of the assets in SAIF and the ability of SAIF to revise guaranteed benefits in the event of an asset shortfall, the directors believe that the probability of either the Prudential Assurance long-term fund or the Group’s shareholders’ funds having to contribute to SAIF is remote.
Guarantees and commitments
Guarantee funds in both the UK and the US provide for payments to be made to policyholders on behalf of insolvent life insurance companies. These guarantee funds are financed by payments assessed on solvent insurance companies based on location, volume and types of business. The Group estimated its reserve for future guarantee fund assessments for Jackson to be £18 million at 31 December 2008 (2007: £9 million). Similar assessments for the UK businesses were not significant. The directors believe that the reserve is adequate for all anticipated payments for known insolvencies.
At 31 December 2008, Jackson has unfunded commitments of £400 million (2007: £181 million) related to its investments in limited partnerships and of £24 million (2007: £104 million) related to commercial mortgage loans. These commitments were entered into in the normal course of business and the directors do not expect a material adverse impact on the operations to arise from them.
Jackson owns debt instruments issued by two separate securitisation trusts managed by PPM America which are consolidated into the Group accounts, SERVES 2001-6 (SERVES 2) and SERVES 2004-1 (SERVES 3). Jackson has a £50 million debt interest in SERVES 2 and a £33 million debt interest in SERVES 3. The creditors of the entities have no recourse to the general credit of Jackson. During 2008, Jackson entered into ‘Option Put and Forbearance Agreements’ with the counterparty to these two entities in exchange for the counterparty forbearing its right to initiate forced liquidations of the entities under certain market value triggers. The support provided by the agreements could potentially expose Jackson to maximum losses of £118 million and £103 million for SERVES 2 and SERVES 3, respectively, if circumstances allowed the forbearance period to cease. Jackson believes that, so long as the forbearance period continues, the risk of loss under the agreements is remote.
The Group has provided other guarantees and commitments to third-parties entered into in the normal course of business but the directors do not consider that the amounts involved are significant.
H15: Other liabilities
2008 £m 2007 £m
Creditors arising from direct insurance and reinsurance operations 552 538
Interest payable 139 76
Other items 199 177
Total 890 791
284 Prudential plc Annual Report 2008
I: Other notes
I1: Staff and pension plans
a Staff and employment costs
The average number of staff employed by the Group during the year were:
2008 2007
Business operations:
UK operations 6,231 7,732
US operations 3,298 3,123
Asian operations 20,154 16,807
Venture fund investment subsidiaries of the PAC with-profits fund (see below) – 21,184
Continuing operations 29,683 48,846
Discontinued banking operations – 770
Total 29,683 49,616
The costs of employment for continuing operations were:
2008 £m 2007 £m
Business operations:
Wages and salaries 791 819
Social security costs 54 62
Other pension costs (see below) 78 96
Pension actuarial and other (gains) losses charged to income statement(10) 2
68 98
Venture fund investment subsidiaries of the PAC with-profits fund (see below) – 423
Total for continuing operations 913 1,402
Discontinued banking operations – 21
Total 913 1,423
Other pension costs comprises £47 million (2007: £68 million) relating to defined benefit schemes and £31 million
(2007: £28 million) relating to defined contribution schemes of continuing operations. Of the defined contribution scheme costs, £21 million (2007: £19 million) related to overseas defined contribution schemes. The £47 million (2007: £68 million) comprises a charge of £29 million (2007: £41 million) relating to PSPS and a charge of £18 million (2007: £27 million) for other schemes.
Consistent with the derecognition of the Company’s interest in the underlying IAS 19 surplus of PSPS as described in note (b)(i)1 below, the £29 million (2007: £41 million) for PSPS represents the cash cost of contributions for ongoing service of active members and the unwind of discount on the opening provision for deficit funding for PSPS. The charge of £18 million (2007: £27 million) for other schemes comprises a £7 million (2007: £17 million) charge on an economic basis, reflecting the total assets of the schemes, and a further £11 million (2007: £10 million) charge to adjust for amounts invested in Prudential insurance policies to arrive at the IAS 19 basis charge.
The gains of £10 million (2007: loss of £2 million) for actuarial and other gains comprises a loss of £21 million (2007: loss of £7 million) for actuarial and other losses on an economic basis and £31 million actuarial gains (2007: gain of £5 million) to adjust for amounts invested in Prudential insurance policies. The derivation of these amounts is shown in note (b)(i)7 below.
Of the £423 million costs of employment for venture fund investment subsidiaries in 2007, £349 million related to wages and salaries, £70 million related to social security costs and £4 million related to pension costs. Following the change of control arrangements put in place at the same time as the sale by the Group of PPM Capital in November 2007, the Group no longer controls those venture fund investment subsidiaries managed by the sold entity and consequently ceased to consolidate these operations subsequent to this, with the average number of staff employed and costs of employment for 2007 detailed above reflecting the period prior to disposal.
Of the £21 million costs of employment for discontinued banking operations in 2007, £18 million related to wages and salaries, £2 million related to social security costs and £1 million related to pension costs.
b Pension plans i Defined benefit plans
1 Summary and the effects of the adoption of IFRIC 14
The Group business operations operate a number of pension schemes. The specific features of these plans vary in accordance with the regulations of the country in which the employees are located, although they are, in general, funded wholly by the Group and based either on a cash balance formula or on years of service and salary earned in the last year or years of employment. The largest defined benefit scheme is the principal UK scheme, namely the Prudential Staff Pension Scheme (PSPS), 87 per cent (2007: 87 per cent) of the underlying scheme liabilities of the Group defined benefit schemes are accounted for within PSPS.
285
Notes on the Group financial statements I: Other notes continued
I1: Staff and pension plans continued
The Group also operates two smaller defined benefit schemes for UK employees in respect of Scottish Amicable and M&G activities. For all three schemes the projected unit method was used for the most recent full actuarial valuations. There is also a small defined benefit scheme in Taiwan.
Defined benefit schemes in the UK are generally required to be subject to full actuarial valuation every three years in order to assess the appropriate level of funding for schemes in relation to their commitments. These valuations include assessments of the likely rate of return on the assets held within the separate trustee administered funds. PSPS was last actuarially valued as at
5 April 2005. This valuation demonstrated the scheme to be 94 per cent funded, with a shortfall of actuarially determined assets to liabilities of six per cent, representing a deficit of £243 million.
As a result, changes were made to the basis of funding for the scheme with effect from that date. Based on that valuation, deficit funding amounts designed to eliminate the actuarial deficit over a 10 year period have been and are being made. Total contributions to the Scheme for deficit funding and employer’s contributions for ongoing service for current employees are expected to be of the order of £70-75 million per annum subject to a reassessment when the subsequent valuation is completed. In 2008, total contributions for the year including expenses and augmentations were £79 million (2007: £82 million). Deficit funding for PSPS is apportioned in the ratio of 70/30 between the PAC life fund and shareholder-backed operations following detailed consideration in 2005 of the sourcing of previous contributions. Employer contributions for ongoing service of current employees are apportioned in the ratio relevant to current activity. The PSPS valuation as at 5 April 2008 is currently being finalised.
The deficit of the Scottish Amicable Pension Scheme of £44 million (2007: £54 million) has been allocated 50 per cent to the PAC with-profits fund and 50 per cent to the PAC shareholders fund.
The adoption of IFRIC 14
As mentioned in notes A2 and A5, the Group has adopted IFRIC 14 for pension schemes in 2008. The adoption of IFRIC 14, which gives guidance on assessing the limit in IAS 19 on the amount of surplus in a defined benefit pension scheme that can be recognised as an asset thereby providing reliable and more relevant information. The recognition of an asset is restricted to those that are demonstrably recoverable, either by refund or reduction in future contributions. It also addresses when a minimum funding requirement might give rise to a liability. The assessment of recoverability and any additional liability is made by reference to the terms of the Trust Deed of pension schemes and, unless substantively enacted or contractually agreed, with no account taken of potential changes to current funding arrangements.
This adoption of the principles of IFRIC 14 has had an effect on the Group’s interest in the financial position of the Group’s main UK defined benefit pension scheme, PSPS. The change relates solely to the accounting measurement of the Group’s interest in the financial position of PSPS. Adoption of the principles of IFRIC 14 does not affect the Group’s interest in the Group’s other defined benefit pension schemes.
Under the terms of the Trust Deed, the Group has no unconditional right of refund to any surplus in PSPS. Also, the Group has no ability under the guidance in IFRIC 14 to anticipate a reduction in the level of future contributions for ongoing services from those currently being paid. In addition, the Group currently has a committed five-year deficit funding arrangement in place as agreed with the Trustees of the PSPS following the last triennial valuation of PSPS as at 5 April 2005.
The asset and liabilities of PSPS are unaffected by the impact of the adoption of IFRIC 14. PSPS is managed on an economic basis for the longer-term benefit of its current and deferred pensioners and active members. The surplus in PSPS is available to absorb future adverse asset value movements and, if required, strengthening in mortality assumptions. The fluctuating nature of the surplus is demonstrated by the increase in the underlying gross surplus from £528m at 31 December 2007 to £728m at
31 December 2008.
The summary effect of the adoption of IFRIC 14
In respect of the position at 31 December 2008, the Group has not recognised the underlying PSPS pension surplus of £728 million (£615 million net of deferred tax), reflecting the difference between the market value of the scheme assets and the discounted value of the liabilities, which would have otherwise been recognised as an asset on its balance sheet under the previous policy. In addition, the Group has recognised a liability for deficit funding to 5 April 2010 of £65 million (£55 million net of deferred tax) in respect of PSPS. Of these, the amounts attributable to shareholders are £223 million (£160 million net of deferred tax) for the surplus not recognised as an asset and £20 million (£15 million net of deferred tax) for the additional liability for deficit funding. In total the impact on shareholders’ equity at 31 December 2008 is a reduction of £175 million as shown below.
The 2007 comparative figures in these consolidated financial statements have been adjusted accordingly for the adoption of IFRIC 14.
286 Prudential plc Annual Report 2008
The effect of the change on the consolidated income statement, earnings per share and consolidated balance sheet are as follows:
2008 2007
Adjustments
made to the
Adjustments previously
incorporated published
Consolidated income statement in the results results
Increase (decrease)
in profit (£m)
Investment return 47 4
Benefit and claims and movement in unallocated surplus of with-profits funds 66 205
Other operating expenditure(173)(336)
Profit (loss) before tax (being tax attributable to shareholders’ and the policyholders’ returns)(60)(127)
Tax attributable to policyholders’ returns 11 24
Profits (loss) before tax attributable to shareholders(49)(103)
Tax attributable to shareholders’ (loss) profit 13 28
Profit (loss) from continuing operations after tax/profit (loss) for the year(36)(75)
Increase (decrease) in
Earnings per share earnings per share (in pence)
Basic and diluted based on profit (loss) from continuing operations
attributable to equity holders of the company(1.5)p(3.1)p
Increase (decrease) in
Consolidated balance sheet shareholders’ equity (£m)
Deferred tax assets 10 26
Other debtors(625)(388)
Policyholders’ liability – contract liabilities (including amounts in respect of
contracts classified as investment contracts under IFRS 4)(103)(140)
Unallocated surplus of with-profits funds 495 392
Deferred tax liabilities 113 73
Provisions(65)(102)
Shareholders’ equity(175)(139)
Effect on the Group’s supplementary analysis of profit and movements in shareholders’ equity
2008 £m 2007 £m
Effect of As Effect of
Previous adoption of Revised previously adoption of After
basis IFRIC 14 basis published IFRIC 14 change
Operating profit based on longer-term
investment returns 1,371(24) 1,347 1,213(12) 1,201
Short-term fluctuations in investment returns
on shareholder-backed business(1,783) –(1,783)(137) –(137)
Shareholders’ share of actuarial and other
gains and losses on defined benefit
pension schemes 11(25)(14) 90(91)(1)
(Loss) profit before tax(401)(49)(450) 1,166(103) 1,063
Tax 46 13 59(382) 28(354)
(Loss) profit after tax(355)(36)(391) 784(75) 709
Profits from discontinued operations – – – 241 – 241
Less minority interests(5) –(5)(3) –(3)
(Loss) profit for the year(360)(36)(396) 1,022(75) 947
Other movements in reserves(608) –(608)(309) –(309)
Shareholders’ equity at the beginning of the year 6,201(139) 6,062 5,488(64) 5,424
Shareholders’ equity at the end of the year 5,233(175) 5,058 6,201(139) 6,062
287
Notes on the Group financial statements I: Other notes continued
I1: Staff and pension plans continued
As at 31 December 2008, after the effect of the adoption of IFRIC 14, the shareholders’ share of the pension liability for PSPS deficit funding obligation and the deficits of the defined benefit pension schemes amounted to a £61 million liability net of related tax relief (2007: £63 million). These amounts are determined after including amounts invested by the M&G scheme in Prudential policies as explained later in this note.
On the economic basis (including investments of the M&G scheme in Prudential policies as assets) for 2008, a £26 million (2007: £35 million) pre-tax shareholder charge to operating results based on longer-term returns arises. In addition, outside the operating result but included in total profits is a pre-tax shareholder loss of £14 million (2007: £1 million).
In addition, also on the economic basis, the PAC with-profits sub-fund was charged £10 million (2007: charge of £23 million) for its share of the pension charge of PSPS and Scottish Amicable and charged with £7 million (2007: £6 million) for its share of net actuarial and other losses on the scheme assets and liabilities. As shareholder profits for the PAC with-profits sub-fund reflects the surplus for distribution, these amounts are effectively absorbed by an increased charge in the income statement for the transfer to the liability for unallocated surplus.
At 31 December 2008, after the effect of the adoption of IFRIC 14, the total share of the liability for deficit funding on PSPS and the deficit on the smaller Scottish Amicable Scheme attributable to the PAC with-profits fund amounted to a liability of £60 million (2007: £88 million) net of related tax relief.
2 Corporate governance
The rules of the Group’s largest pension arrangement, the defined benefit section of PSPS, a final salary scheme, specify that, in exercising its investment powers, the Trustee’s objective is to achieve the best overall investment return consistent with the security of the assets of the scheme. In doing this, regard is had to the nature and duration of the scheme’s liabilities. The Trustee sets the benchmark for the asset mix, following analysis of the liabilities by the Scheme’s Actuary and, having taken advice from the Investment Managers, then selects benchmark indices for each asset type in order to measure investment performance against a benchmark return.
The Trustee reviews strategy, the asset mix benchmark and the Investment Managers’ objectives every three years, to coincide with the Actuarial Valuation, or earlier if the Scheme Actuary recommends. Interim reviews are conducted annually based on changing economic circumstances and financial market levels.
The Trustee sets the general investment policy and specifies any restrictions on types of investment and the degrees of divergence permitted from the benchmark, but delegates the responsibility for selection and realisation of specific investments to the Investment Managers. In carrying out this responsibility, the Investment Managers are required by the Pensions Act 1995 to have regard to the need for diversification and suitability of investments. Subject to a number of restrictions contained within the relevant asset management agreements, the Investment Managers are authorised to invest in any class of investment asset. However, the Investment Managers will not invest in any new class of investment asset without prior consultation with the Trustee.
The Trustee consults the Principal Employer, the Prudential Assurance Company, on these investment principles, but the ultimate responsibility for the investment of the assets of the scheme lies with the Trustee.
The investment policies and strategies for the other two UK defined benefit schemes, the M&G Group Pension Scheme and the Scottish Amicable Staff Pension Scheme, which are both final salary schemes, follow similar principles, but have different target allocations reflecting the particular requirements of the schemes.
3 Assumptions
The actuarial assumptions used in determining benefit obligations and the net periodic benefit costs for the years ended
31 December were as follows:
2008% 2007%
Discount rate* 6.1 5.9
Rate of increase in salaries 5.0 5.3
Rate of inflation 3.0 3.3
Rate of increase of pensions in payment for inflation:
Guaranteed (maximum 5%) 3.0 3.3
Guaranteed (maximum 2.5%)† 2.5 2.5
Discretionary† 2.5 2.5
Expected returns on plan assets 6.2 5.9
*The discount rate of 6.1% has been determined by reference to an ‘AA’ corporate bond index adjusted to allow for the difference in duration between the index and the pension liabilities.
† The rates of 2.5 per cent shown are those for PSPS. Assumed rates of increase of pensions in payment for inflation for all other schemes are 3.0 per cent in 2008 (2007: 3.3 per cent).
288 Prudential plc Annual Report 2008
The calculations are based on current actuarially calculated mortality estimates with a specific allowance made for future improvements in mortality, which is broadly in line with that adopted for the 92 series of mortality tables prepared by the Continuous Mortality Investigation Bureau of the Institute and Faculty of Actuaries. In 2007, the mortality assumptions were strengthened by including a floor to the medium cohort improvements.
The tables used for PSPS at 31 December 2008 were:
Male: 100 per cent PMA92 with CMIR17 improvements to the valuation date and medium cohort improvements subject to a floor of 1.75 per cent up to the age of 90, decreasing linearly to zero by age of 120; and Female: 100 per cent PFA92 with CMIR17 improvements to the valuation date and 75 per cent medium cohort improvements subject to a floor of one per cent up to the age of 90 and decreasing linearly to zero by age of 120.
The assumed life expectancies on retirement at age 60, based on the mortality table used was:
2008 years 2007 years
Male Female Male Female
Retiring today 26.4 28.4 26.2 28.3
Retiring in 15 years’ time 28.9 29.8 28.7 29.3
4 Summary financial position
The Group liability in respect of defined benefit pension schemes is as follows:
2008 m 2007 £m
Economic position:
Deficit, gross of deferred tax, based on scheme assets held,
including investments in Prudential insurance policies:
Attributable to the PAC with-profits fund (i.e. absorbed by the liability for unallocated surplus)(67)(98)
Attributable to shareholder-financed operations (i.e. to shareholders’ equity)(82)(85)
Economic deficit – as explained in note 5 below(149)(183)
Add back: investments in Prudential insurance policies (offset on consolidation in the
Group financial statements against insurance liabilities)(157)(172)
Deficit included in balance sheet under IAS 19 – as explained in note 7 below(306)(355)
The following disclosures explain the economic position and IAS 19 basis of accounting after eliminating investment in Prudential insurance policies on consolidation.
5 Group economic financial position
The economic financial position of the defined benefit pension schemes reflects the total assets of the schemes including investments in Prudential policies. This is to be contrasted with the IAS 19 basis assets of the M&G schemes, as consolidated into the Group balance sheet, which exclude investments in Prudential insurance policies which on the financial statement presentation are offset against policyholder liabilities.
The M&G pension scheme has invested £157 million at 31 December 2008 (2007: £172 million) in Prudential insurance policies. As required by IFRS, this amount of scheme asset is eliminated against the policyholder liability and hence, for the purposes of preparing the consolidated balance sheet, the IAS 19 basis net pension liability is £157 million (2007: £172 million) lower than the ‘economic basis’ deficit of £149 million (2007: ‘economic basis’ deficit of £183 million). Additionally, the PSPS scheme has invested £103 million at 31 December 2008 (2007: £140 million) in Prudential insurance policies. However, these assets are not recognised due to the effects of the change in accounting policy for the adoption of IFRIC 14 as described in note 1 above.
289
Notes on the Group financial statements I: Other notes continued
I1: Staff and pension plans continued
On the ‘economic basis’, after including the underlying assets represented by the investments in Prudential insurance policies as scheme assets, the underlying balance sheets of the schemes at 31 December were:
2008 £m 2007 £m
Other Other
schemes schemes
PSPS note iii Total% PSPS note iii Total%
Equities 823 213 1,036 19 1,278 265 1,543 28
Bonds 2,430 277 2,707 51 1,134 249 1,383 25
Properties 283 18 301 6 545 54 599 11
Cash-like investmentsnote i 1,267 6 1,273 24 1,932 5 1,937 36
Total value of assets 4,803 514 5,317 100 4,889 573 5,462 100
Present value of benefit obligations(4,075)(598)(4,673)(4,361)(654)(5,015)
728(84) 644 528(81) 447
Effect of the adoption of IFRIC 14 for pension schemes:
Derecognition of PSPS surplus(728) –(728)(528) –(528)
Set up obligation for deficit funding
for PSPS until 5 April 2010(65) –(65)(102) –(102)
Pre-tax deficitnote ii(65)(84)(149)(102)(81)(183)
Notes i The PSPS has entered into a derivatives based strategy to match the duration and inflation profile of its liabilities. This involved a reallocation from other investments to cash-like investments with an interest and inflation swap overlay. In broad terms, the scheme is committed to making a series of payments related to LIBOR on a nominal amount and in return the scheme receives a series of fixed and inflation-linked payments which match a proportion of its liabilities. As at 31 December 2008, the nominal value of the interest and inflation-linked swaps amounted to £1.2 billion (2007: £1.2 billion) and £0.3 billion (2007: £0.7 billion) respectively. ii The resulting scheme deficit arising from the excess of liabilities over assets at 31 December 2008 of £149 million comprised a deficit of £67 million (2007: deficit of £98 million) attributable to the PAC with-profits fund and deficit of £82 million (2007: deficit of £85 million) attributable to shareholder operations. iii In addition to PSPS, there are two smaller schemes in the UK, the Scottish Amicable Pension Scheme, and the M&G Pension Scheme, with a combined deficit at 31 December 2008 of £67 million (2007: £71 million), gross of tax. There is also a small scheme in Taiwan, which at
31 December 2008 had a deficit of £17 million (2007: £10 million), gross of tax.
The movements in the deficit on the ‘economic basis’ between scheme assets and liabilities were:
2008% 2007%
Current service cost(19)(19)
Curtailment credit 14 –
Other finance income(2) 2
Cash costs and unwind of discount on opening provision for deficit funding for PSPS(29)(41)
Contributions 95 101
Actuarial and other gains and losses(21)(7)
Exchange translation difference(4) –
Net increase in deficit 34 36
290 Prudential plc Annual Report 2008
Estimated pension scheme deficit attributable to shareholder operations – economic basis
Movements on the pension scheme deficit (determined on the ‘economic basis’), to the extent attributable to shareholder operations are as follows:
2008 £m
Charge to
operating
results Actuarial
(based on and other
longer-term gains (losses) Contributions
investment attributable to paid by Exchange
At beginning returns) shareholders shareholder translation At end
of year note i note ii operations difference of year
Gross of tax deficit(85)(26)(14) 47(4)(82)
Related deferred tax 22 7 5(13) – 21
Net of tax deficit(63)(19)(9) 34(4)(61)
2007 m
Charge to
operating
results Actuarial
(based on and other
longer-term gains (losses) Contributions
investment attributable to paid by
At beginning returns) shareholders shareholder At end
of year note i note ii operations of year
Gross of tax deficit(99)(35)(1) 50(85)
Related deferred tax 27 8 1(14) 22
Net of tax deficit(72)(27) – 36(63)
Notes
i Charge to operating results (based on longer-term investment returns)
This comprises:
2008 2007
£m £m
Current service cost(19)(19)
Curtailment credit 14 –
Finance income (expense):
Interest on pension scheme liabilities(39)(31)
Expected return on pension scheme assets 37 33
(2) 2
Total credit net of finance income(7)(17)
Cash cost and unwind of discount on opening provision for deficit funding for PSPS*(29)(41)
Less: amount attributable to PAC with-profits fund 10 23
Charge to operating results, based on longer-term investment returns, attributable to shareholders(26)(35)
*Consistent with the derecognition of the Company’s interest in the underlying IAS 19 surplus of PSPS, the effect of the accounting policy change on the operating results, based on longer-term investment returns, is to replace the usual IAS 19 pension charges and credits with the cash cost of contributions for ongoing service of active members. In addition, the charge to the operating results also includes a charge for the unwind of discount on the opening provision for deficit funding for PSPS.
Notes on the Group financial statements I: Other notes continued
I1: Staff and pension plans continued
Notes continued ii Actuarial and other gains and losses This comprises:
2008 2007
£m £m
Actuarial gains and losses:
Actual less expected return on pension scheme assets(97) 4
Experience gains (losses) on scheme liabilities 18(4)
Changes in assumptions underlying the present value of scheme liabilitiesa 71(7)
Total actuarial losses(8)(7)
Less: amount attributable to PAC with-profits fund(2) 6
(10)(1)
Other gains and losses:
Change in the provision for deficit funding for PSPSb(13) –
Less: amount attributable to PAC with-profits fund 9 –
(4) –
Actuarial gains and losses attributable to shareholders, excluded from operating results based on
longer-term investment returns, but included in profit before tax attributable to shareholdersb(14)(1)
a The gains of £71 million relating to changes in assumptions comprise the gains due to the effect of an increase in the risk discount rate combined with the effect of decreases in inflation rates. b The amounts of actuarial gains and losses shown in the table above relate to Scottish Amicable, M&G and a small Taiwan defined benefit pension scheme. Consistent with the derecognition of the underlying IAS 19 surplus of PSPS, the amounts do not include actuarial gains and losses for PSPS. In addition, as a result of the adoption of IFRIC 14, the Group has recognised a provision for deficit funding to 5 April 2010 in respect of PSPS. The change in the period in relation to this provision is recognised above as other gains and losses on defined benefit pension schemes.
Since shareholder profits in respect of the PAC with-profits fund are a function of the actuarially determined surplus for distribution, the overall income statement result is not directly affected by the level of pension cost or other expenses attributable to the fund.
Estimated pension scheme deficit attributable to PAC with-profits fund – economic basis
Movements on the pension scheme deficit determined on the ‘economic basis’ are as follows:
2008 £m
Pension Actuarial Contributions
charge and other paid by PAC
At beginning(credit) gains (losses) with-profits At end
of year note i above note ii above fund of year
Gross of tax deficit(98)(10)(7) 48(67)
Related deferred tax 10 1 1(5) 7
Net of tax deficit(88)(9)(6) 43(60)
2007 £m
Pension Actuarial Contributions
charge and other paid by PAC
At beginning(credit) gains (losses) with-profits At end
of year note i above note ii above fund of year
Gross of tax deficit(120)(23)(6) 51(98)
Related deferred tax 12 2 1(5) 10
Net of tax deficit(108)(21)(5) 46(88)
The pension charges and credits which comprise service costs less net finance income for the Scottish Amicable Scheme and the cash costs and unwind of discount on pension provision for deficit funding for PSPS, and actuarial and other gains and losses are included within the income statement but also taken account of in determining the charge in the income statement for the transfer to the liability for unallocated surplus of with-profits funds.
292 Prudential plc Annual Report 2008
6 Movement in IAS 19 basis financial position
The change in the present value of the benefit obligation and the change in fair value of the assets for the total of the PSPS, Scottish Amicable, M&G and Taiwan schemes over the period were as follows:
2008 £m
PSPS Other schemes Total
IAS 19 basis: IAS 19 basis:
change in Investments Economic change in Economic
Provision fair value in Prudential basis: present value basis:
for deficit of plan insurance total of benefit net
funding assets policies assets obligations obligations
Fair value of plan assets, beginning of year 401 172 573 573
Present value of benefit obligation,
beginning of year(654)(654)
Provision for deficit funding for PSPS(102)(102)
(102) 401 172 573(654)(183)
Service cost – current charge only(19)(19)
Curtailment credit 14 14
Interest cost(39)(39)
Expected return on plan assets 26 11 37 37
Employee contributions 1 1(1) –
Employer contributions 79 7 9 16 95
Actuarial gains (losses)(67)(31)(98) 90(8)
Benefit payments(10)(5)(15) 15 –
Cash costs and unwind of discount on the
opening provision for deficit funding
for PSPS(29)(29)
Movement in the provision for deficit
funding for PSPS(13)(13)
Exchange translation difference(4)(4)
Fair value of plan assets, end of year 357 157 514 514
Present value of benefit obligation, end of year(598)(598)
Provision for deficit funding of PSPS(65)(65)
Economic basis deficit(149)
Notes on the Group financial statements I: Other notes continued
I1: Staff and pension plans continued
PSPS Other schemes Total
IAS 19 basis: IAS 19 basis:
change in Investments Economic change in Economic
Provision fair value in Prudential basis: present value basis:
for deficit of plan insurance total of benefit net
funding assets policies assets obligations obligations
Fair value of plan assets, beginning of year 366 161 527 527
Present value of benefit obligation,
beginning of year(603)(603)
Provision for deficit funding for PSPS(143)(143)
(143) 366 161 527(603)(219)
Service cost – current charge only(19)(19)
Interest cost(31)(31)
Expected return on plan assets 23 10 33 33
Employee contributions 1 1(1) –
Employer contributions 82 10 9 19 101
Actuarial gains (losses) 9(5) 4(11)(7)
Benefit payments(7)(4)(11) 11 –
Cash costs and unwind of discount on the
opening liability for deficit funding
for PSPS(41)(41)
Fair value of plan assets, end of year 401 172 573 573
Present value of benefit obligation, end of year(654)(654)
Provision for deficit funding for PSPS(102)(102)
Economic basis deficit(183)
7 IAS 19 basis financial position as consolidated
The IAS 19 basis pensions deficit can be summarised as follows:
2008 £m 2007 £m 2006 £m 2005 £m 2004 £m
Fair value of plan assets, end of year 5,057 5,150 4,988 4,622 4,092
Present value of funded benefit obligation(4,493)(4,826)(5,023)(5,228)(4,777)
Funded status 564 324(35)(606)(685)
Present value of unfunded obligations (M&G scheme)*(180)(189)(187)(190)(140)
384 135(222)(796)(825)
Effect of the change in accounting policy for pension schemes:
Derecognition of PSPS’ surplus(728)(528)(141) – –
Set up obligation for deficit funding for PSPS until 5 April 2010(65)(102)(143) – –
Adjustment in respect of investment of PSPS in Prudential policies 103 140 126 – –
Deficit recognised in the balance sheet(306)(355)(380)(796)(825)
*The M&G pension scheme assets are invested in Prudential insurance policies. For IFRS accounting purposes, the M&G scheme is in effect unfunded. Please see above for more details.
2008 £m 2007 £m
Components of net periodic pension cost
Current service cost(45)(58)
Curtailment credit 44 –
Interest cost(289)(265)
Expected return on assets – economic basis 336 309
Less: expected return on investments of scheme assets in Prudential insurance policies(22)(20)
Expected return on assets – IAS 19 basis† 314 289
24(34)
Effect of the adoption of IFRIC 14(71)(34)
Pension cost (as referred to in noteI1a)(47)(68)
Actuarial gains and losses – economic basis 60 295
Less: actuarial losses on investments of scheme assets in Prudential insurance policies 79 1
139 296
Effect of the adoption of IFRIC 14(129)(298)
Actuarial gains and losses – IAS 19 basis* (as referred to in noteI1a) 10(2)
Net periodic pension cost (included within acquisition and other operating expenditure in the
income statement)(37)(70)
*Consistent with the derecognition of the Company’s interest in the underlying IAS 19 surplus of PSPS, the effect on the net periodic pension cost for PSPS was to replace the usual IAS 19 pension charges and credits with the cash cost of contribution for ongoing services of active members and also not to report the actuarial gains and losses.
†In determining the expected return on scheme assets for 2008, the 5.9 per cent rate shown below has been applied to the opening assets.
The long-term expected rate of return has been taken to be the weighted average (by market value) of the long-term expected rates of return on each major asset class shown below:
2008 2007 2006 2005 2004
£m% £m% £m% £m% £m%
Scheme assets (IAS 19 basis
before effect of adoption
of IFRIC 14)
Equity 875 17 1,332 26 1,432 29 2,376 51 2,516 61
Bonds 2,619 52 1,299 25 2,185 44 1,593 35 993 24
Properties 290 6 583 11 621 12 575 12 520 13
Cash-like investments 1,273 25 1,936 38 750 15 78 2 63 2
Total 5,057 100 5,150 100 4,988 100 4,622 100 4,092 100
Prospectively for 2009 % 2008% 2007%
Long-term expected rate of return
Equity 6.8 7.5 7.5
Bonds 4.8 5.4 4.8
Properties 6.05 6.75 6.8
Cash 2.0 5.5 5.0
Weighted average long-term expected rate of return 4.5 6.1 5.9
The expected rates of return have been determined by reference to long-term expectations, the carrying value of the assets and equity and other market conditions at the balance sheet date.
The actual return on scheme assets was a loss £20 million (2007: gain of £282 million) on an IAS 19 basis.
Financial staements 1
295
Notes on the Group financial statements I: Other notes continued
I1: Staff and pension plans continued
None of the scheme assets included shares in Prudential plc or property occupied by the Prudential Group.
2008 £m 2007 £m 2006 £m 2005 £m 2004 £m
Fair value of scheme assets, end of year (IAS 19 basis) 5,057 5,150 4,988 4,622 4,092
Present value of the benefit obligation, end of year(4,673)(5,015)(5,210)(5,418)(4,917)
Underlying scheme assets in surplus (deficit) of benefit
obligation, before the effect of the adoption of
IFRIC 14 384 135(222)(796)(825)
Experience adjustments on scheme 145(14) 18 1(17)
Percentage of scheme liabilities at 31 December 3.10% 0.28%(0.35)%(0.02)% 0.35%
Experience adjustments on scheme assets (IAS 19 basis)(277)(7) 140 527 112
Percentage of scheme assets at 31 December(5.48)%(0.14)% 2.81% 11.42% 2.74%
The experience adjustments on scheme liabilities in 2008 of a gain of £145 million relate mainly to the ‘true up’ reflecting improvements in data consequent upon the ongoing triennial valuation of PSPS.
Total employer contributions expected to be paid into the Group defined benefit schemes for the year ending
31 December 2009 amounts to £98 million (2008: £90 million), subject to a reassessment when the valuation at 5 April 2008 is completed.
8 Sensitivity of the financial position of the PSPS, Scottish Amicable and M&G pension schemes to key variables
The table below shows the sensitivity of the underlying PSPS, Scottish Amicable and M&G pension scheme liabilities at
31 December 2008 of £4,075 million, £398 million and £180 million respectively (2007: £4,361 million, £454 million and £189 million) to changes in discount rates and inflation rates.
2008
Assumption Change in assumption Impact on scheme liabilities on IAS 19 basis
Discount rate Decrease by 0.2% from 6.1% to 5.9% Increase in scheme liabilities by:
PSPS 3.3%
Scottish Amicable 4.9%
M&G 4.5%
Discount rate Increase by 0.2% from 6.1% to 6.3% Decrease in scheme liabilities by:
PSPS 3.1%
Scottish Amicable 4.6%
M&G 4.2%
Rate of inflation Decrease by 0.2% from 3.0% to 2.8% Decrease in scheme liabilities by:
with consequent reduction in PSPS 0.8%
salary increases Scottish Amicable 4.5%
M&G 3.8%
2007
Assumption Change in assumption Impact on scheme liabilities on IAS 19 basis
Discount rate Decrease by 0.2% from 5.9% to 5.7% Increase in scheme liabilities by:
PSPS 3.5%
Scottish Amicable 5.3%
M&G 4.8%
Discount rate Increase by 0.2% from 5.9% to 6.1% Decrease in scheme liabilities by:
PSPS 3.4%
Scottish Amicable 5.1%
M&G 4.5%
Rate of inflation Decrease by 0.2% from 3.3% to 3.1% Decrease in scheme liabilities by:
with consequent reduction in PSPS 1.3%
salary increases Scottish Amicable 5.0%
M&G 4.4%
296 Prudential plc Annual Report 2008
9 Transfer value of PSPS scheme
At 31 December 2008, it is estimated that the assets of the scheme are broadly sufficient to cover the liabilities of PSPS on a ‘buyout’ basis including an allowance for expenses. The ‘buyout’ basis refers to a basis that might apply in the circumstance of a transfer to another appropriate financial institution. In making this assessment it has been assumed that a more conservative investment strategy applies together with a more prudent allowance for future mortality improvements and no allowance for discretionary pension increases.
ii Other pension plans
The Group operates various defined contribution pension schemes including schemes in Jackson and Asia. As noted earlier, the cost of the Group’s contributions for continuing operations to these schemes in 2008 was £31 million (2007: £28 million).
I2: Share-based payments
The Group maintains 10 main share award and share option plans relating to Prudential plc shares, which are described below. The Group Performance Share Plan (GPSP) is the incentive plan in which all executive directors and other senior executives within the Group can participate. This scheme was established as a replacement for the Restricted Share Plan (RSP) under which no further awards could be made after March 2006. Awards are granted either in the form of a nil cost option, conditional right over shares, or such other form that shall confer to the participant an equivalent economic benefit, with a vesting period of three years. The performance measure for the awards is that Prudential’s Total Shareholder Return (TSR) outperforms an index comprising of peer companies. Vesting of the awards between each performance point is on a straight line sliding scale basis. Participants are entitled to the value of reinvested dividends that would have accrued on the shares that vest. Shares are currently purchased in the open market by a trust for the benefit of qualifying employees.
The RSP was, until March 2006, the Group’s long-term incentive plan for executive directors and other senior executives designed to provide rewards linked to shareholder return. Each year participants were granted a conditional option to receive a number of shares. There was a deferment period of three years at the end of which the award vested to an extent that depended on the performance of the Group’s shares including notional reinvested dividends and on the Group’s underlying financial performance. After vesting, the option may be exercised at zero cost at any time, subject to closed period rules, in the balance of a 10-year period. Shares are purchased in the open market by a trust for the benefit of qualifying employees. The RSP replaced the Executive Share Option Scheme in 1995 and all options under this plan had been exercised at 31 December 2005.
No rights were granted in the RSP if the Company’s TSR performance as ranked against the comparator group is below 50th percentile. For performance at 50th percentile, an option of 25 per cent of the maximum award is made. The maximum grant is made only if the TSR ranking of the Company is 20th percentile or above. Between these points, the size of the grant of option made is calculated on a straight line sliding scale.
The BUPP is an incentive plan created to provide a common framework under which awards would be made to senior employees and in the UK, Jackson and Asia include the Chief Executive Officers. Awards under this plan in 2007 and 2008 were based on growth in Shareholder Capital Value on the European Embedded Value (EEV) basis with performance measured over three years. Upon vesting, half of the vested award is released as shares and the other half released in cash. Participants are entitled to receive the value of reinvested dividends over the performance period for those shares that vest. The growth parameters for the awards are relevant to each region and vesting of the awards between each performance point is on a straight line sliding scale basis.
UK-based executive directors are eligible to participate in the Prudential HM Revenue & Customs (HMRC) approved UK Savings Related Share Option Scheme (SAYE scheme) and the Asia-based executive directors can participate in the equivalent International SAYE scheme. The schemes allow employees to save towards the exercise of options over Prudential plc shares, at an option price set at the beginning of the savings period at a discount of up to 20 per cent to the market price. Savings contracts may be up to £250 per month for three or five years, or additionally in the UK scheme seven years. On maturity at the end of the set term, participants may exercise their options within six months of the end of the savings period and purchase Prudential plc shares. If an option is not exercised within six months, participants are entitled to a refund of their cash contributions plus interest if applicable under the rules. Shares are issued to satisfy options that are exercised. No options may be granted under the schemes if the grant would cause the number of shares which have been issued, or which remain issuable pursuant to options granted in the preceding 10 years under the scheme and other share option schemes operated by the Company, or which have been issued under any other share incentive scheme of the Company, to exceed 10 per cent of the Company’s ordinary share capital at the proposed date of grant.
UK-based executive directors are also eligible to participate in the Company’s HMRC approved Share Incentive Plan which allows all UK-based employees to purchase shares of Prudential plc (partnership shares) on a monthly basis out of gross salary. For every four partnership shares bought, an additional matching share is awarded, purchased on the open market. Dividend shares accumulate while the employee participates in the plan. Partnership shares may be withdrawn from the scheme at any time. If the employee withdraws from the plan within five years, the matching shares are forfeit and if within three years, dividend shares are forfeit.
297
Notes on the Group financial statements I: Other notes continued
I2: Share-based payments continued
Jackson operates a performance-related share award which, subject to the prior approval of the Jackson Remuneration Committee, may grant share awards to eligible Jackson employees in the form of a contingent right to receive shares or a conditional allocation of shares. These share awards have vesting periods of four years and are at nil cost to the employee. Award holders do not have any right to dividends or voting rights attaching to the shares. The shares are held in the employee share trust in the form of American Depository Receipts which are tradable on the New York Stock Exchange.
The new Prudential Corporation Asia Long-Term Incentive Plan (PCA LTIP) is an incentive plan for senior employees and Chief Executive Officers replacing the Asia Business Unit Performance Plan (BUPP). Awards under the new PCA LTIP will vest after three years subject to the employee being in employment at the time of vesting without any performance conditions. Awards will be discretionary and on a year by year basis determined by Prudential’s full year financial results and the employee’s contribution to the business. All awards will be in Prudential shares except for countries where share awards are not feasible due to securities and/or tax reasons, where awards will be replaced by the cash value of the shares that would otherwise have been transferred.
Certain senior executives have annual incentive plans with awards paid in cash up to the target level of their plan. The portion of any award for above target performance is made in the form of awards of shares deferred for three years, with the release of shares subject to close periods. The shares are held in the employee share trust and shares equivalent to dividends otherwise payable will accumulate for the benefit of award holders during the deferral period up to the release date.
In addition, there are other share awards which included the 1,000 Day Long Term Incentive Plan (LTIP) and other arrangements. The 1,000 Day LTIP plan was a UK insurance operations performance-based plan in which the UK Remuneration Committee could, at any time up to 5 October 2005, select employees at its absolute discretion, for participation in the plan. The performance period was 1,000 days and, based on the final performance level being at, or above, the threshold level, the committee shall grant participants 10 per cent of the allocated award in 2005, 20 per cent in 2006 and the remaining 70 per cent in 2007. There are no beneficial interests, or any rights to dividends until such time as the awards are released, at nil cost, to participants. There are no outstanding shares awarded through this scheme.
The other arrangements relate to various awards that have been made without performance conditions to individual employees, typically in order to secure their appointment or ensure retention.
Movements in share options outstanding under the Group’s share-based compensation plans relating to Prudential plc shares during 2008 and 2007 were as follows:
2008 2007
Weighted Weighted
average average
Number exercise Number exercise
of options price of options price
Options outstanding (including conditional options) millions £ millions £
Beginning of year: 14.5 2.57 16.5 2.47
Granted 6.9 3.28 4.0 2.69
Exercised(3.5) 2.73(1.9) 3.42
Forfeited(1.5) 0.69(1.4) 1.37
Expired(3.7) 4.94(2.7) 2.13
End of year 12.7 2.44 14.5 2.57
Options immediately exercisable, end of year 0.6 2.29 0.2 3.35
The weighted average share price of Prudential plc for the year ended 31 December 2008 was £5.46 compared to £7.15 for the year ended 31 December 2007.
Movements in share awards outstanding under the Group’s share-based compensation plans relating to Prudential plc shares at
31 December 2008 and 2007 were as follows:
2008 2007
Number of Number of
awards awards
Awards outstanding millions millions
Beginning of year: 8.0 6.6
Granted 3.5 3.8
Exercised(1.7)(1.3)
Forfeited(0.9)(1.1)
Expired(0.3) –
End of year 8.6 8.0
298 Prudential plc Annual Report 2008
The following table provides a summary of the range of exercise prices for Prudential plc options (including conditional options) outstanding at 31 December 2008.
Outstanding Exercisable
Weighted
average Weighted Weighted
remaining average average
Number contractual exercise Number exercise
outstanding life prices exercisable prices
Range of exercise prices millions years £ millions £
Between £0 and £1 5.9 8.3 – 0.3 –
Between £1 and £2 – – – – –
Between £2 and £3 0.3 1.7 2.66 0.0 2.66
Between £3 and £4 0.5 1.4 3.56 0.0 3.65
Between £4 and £5 4.6 3.3 4.45 0.3 4.07
Between £5 and £6 1.4 2.8 5.59 – –
Between £6 and £7 0.0 0.4 6.17 0.0 6.17
Between £7 and £8 – – – – –
12.7 5.5 2.44 0.6 2.29
The following table provides a summary of the range of exercise prices for Prudential plc options (including conditional options) outstanding at 31 December 2007.
Outstanding Exercisable
Weighted
average Weighted Weighted
remaining average average
Number contractual exercise Number exercise
outstanding life prices exercisable prices
Range of exercise prices millions years £ millions £
Between £0 and £1 5.5 8.6 – – –
Between £1 and £2 – – – – –
Between £2 and £3 2.7 1.3 2.66 – –
Between £3 and £4 1.2 1.7 3.62 0.2 3.37
Between £4 and £5 2.9 2.7 4.62 – –
Between £5 and £6 2.2 3.5 5.62 – –
Between £6 and £7 – 0.9 6.55 – 6.95
Between £7 and £8 – – – – –
14.5 4.7 2.57 0.2 3.35
The years shown above for weighted average remaining contractual life include the time period from end of vesting period to expiration of contract.
The weighted average fair values of Prudential plc options and awards granted during the period are as follows:
2008 £ 2007 £
Weighted average fair value Weighted average fair value
Other RSP and Other
GPSP options Awards GPSP options Awards
4.16 2.14 5.69 4.78 2.55 7.33
The fair value amounts relating to all options including conditional nil cost options above were determined using the Black-Scholes and the Monte Carlo option-pricing models using the following assumptions:
2008 2007
Other RSP and Other
GPSP options GPSP options
Dividend yield (%) 3.60 3.60 2.32 2.32
Expected volatility (%) 30.87 34.67 28.90 27.17
Risk-free interest rate (%) 4.23 4.46 5.46 5.25
Expected option life (years) 3.00 3.74 3.00 3.48
Weighted average exercise price (£) – 4.74 – 5.62
Weighted average share price (£) 6.63 6.16 7.52 7.47
299
Notes on the Group financial statements I: Other notes continued
I2: Share-based payments continued
Under IFRS, compensation costs for all share-based compensation plans are determined using the Black-Scholes model and the Monte Carlo model. Share options and awards are valued using the share price at the date of grant. The compensation costs for all awards and options are recognised in net income over the plans’ respective vesting periods. The Group uses the Black-Scholes model to value all options and awards other than the GPSP, for which the Group uses a Monte Carlo model in order to allow for the impact of the TSR performance conditions. These models are used to calculate fair values for share options and awards at the grant date based on the quoted market price of the stock at the measurement date, the amount, if any, that the employees are required to pay, the dividend yield, expected volatility, risk-free interest rates and exercise prices.
The expected volatility is measured as the standard deviation of expected share price returns based on statistical analysis of daily share prices over a period up to the grant date equal to the expected life of options. Risk-free interest rates are UK gilt rates with projections for three, five and seven year terms to match corresponding vesting periods. Dividend yield is determined as the average yield over the year of grant and expected dividends are not incorporated into the measurement of fair value. For the GPSP, volatility and correlation between Prudential and an index constructed from a simple average of the TSR growth of 11 companies is required. For grants in 2008, an average index volatility and correlation of 26 per cent and 82 per cent respectively, were used.
When options are granted or awards made to employees, an estimate is made of what percentage is more than likely to vest, be forfeited, lapse or cancelled based on historical information. Based on these estimates, compensation expense to be accrued at that date is calculated and amortised over the vesting period. For early exercises of options or release of awards due to redundancy, death or resignation, the compensation expense is immediately recognised and for forfeitures due to employees leaving the Group, any previously recognised expense is reversed. However, if an employee loses their award because of the Group’s failure to meet the performance criteria, previously recognised expense is not reversed.
During the year, the Group granted share options to certain non-employee independent financial advisors. Those options were measured using the Black-Scholes option pricing model with assumptions consistent with those of other share options. These transactions were measured using an option model because the Group does not receive a separate and measurable benefit from those non-employees in exchange for the options granted. As such, the fair value of the options themselves is more readily determinable than the services received in return.
c Total share-based payment expense
Total expense recognised in the year in the consolidated financial statements related to share-based compensation is as follows:
2008 £m 2007 £m
Share-based compensation expense 23 28
Amount accounted for as equity-settled 27 19
Carrying value at 31 December of liabilities arising from share-based payment transactions 12 18
Intrinsic value of above liabilities for which rights had vested at 31 December 4 4
I3: Key management remuneration
Key management constitutes the directors of Prudential plc as they have authority and responsibility for planning, directing and controlling the activities of the Group.
Total key management remuneration amounts to £18,122,000 (2007: £15,670,000). This comprises salaries and short-term benefits of £10,425,000 (2007: £9,496,000), post-employment benefits of £1,003,000 (2007: £967,000), leaving benefits of £507,000 (2007: £nil) and share-based payments of £6,187,000 (2007: £5,207,000).
Post-employment benefits comprise the change in the transfer value of the accrued benefit relating to directors’ defined benefit pension schemes in the year and the total contributions made to directors’ other pension arrangements.
The share-based payments charge is the sum of £4,624,000 (2007: £3,456,000), which is determined in accordance with IFRS 2, ‘Share-Based Payments’ (see note I2) and £1,563,000 (2007: £1,751,000) of deferred share awards.
Total key management remuneration includes total directors’ emoluments of £12,683,000 (2006: £11,959,000) as shown in the directors’ remuneration table and related footnotes in the directors’ remuneration report, and additional amounts in respect of pensions and share-based payments. Further information on directors’ remuneration is given in the directors’ remuneration report.
300 Prudential plc Annual Report 2008
I4: Fees payable to auditor
2008 £m 2007 £m
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 1.6 1.8
Fees payable to the Company’s auditor and its associates for other services:
Audit of subsidiaries and associates pursuant to legislation 5.0 4.4
Other services supplied pursuant to legislation 2.4 2.9
Other services relating to taxation 0.6 0.4
Valuation and actuarial services 0.7 0.7
Services relating to corporate finance transactions – 0.2
All other services 0.5 1.0
Total 10.8 11.4
In addition, there were fees incurred of £0.2 million (2007: £0.2 million) for the audit of pension schemes.
The Audit Committee regularly monitors the non-audit services provided to the Group by its auditor and has developed a formal Auditor Independence Policy which sets out the types of services that the auditor may provide, consistent with the guidance in Sir Robert Smith’s report ‘Audit Committees – Combined Code Guidance’ and with the provisions of the US Sarbanes-Oxley Act.
The Audit Committee annually reviews the auditor’s objectivity and independence. More information on these issues is given in the corporate governance report within this Annual Report.
I5: Related party transactions
Transactions between the Company and its subsidiaries are eliminated on consolidation.
In addition, the Company has transactions and outstanding balances with certain unit trusts, OEICs, collateralised debt obligations and similar entities which are not consolidated and where a Group company acts as manager. These entities are regarded as related parties for the purposes of IAS 24. The balances are included in the Group’s balance sheet at fair value or amortised cost in accordance with their IAS 39 classifications. The transactions are included in the income statement and include amounts paid on issue of shares or units, amounts received on cancellation of shares or units and paid in respect of the periodic charge and administration fee. Further details of the aggregate assets, liabilities, revenues, profits or losses and reporting dates of entities considered to be associates under IFRS are disclosed in note H8.
Executive officers and directors of the Company may from time to time purchase insurance, asset management or annuity products marketed by Group companies in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with other persons.
Apart from the transactions with directors referred to below, no director had interests in shares, transactions or arrangements that require disclosure, other than those given in the directors’ remuneration report. Key management remuneration is disclosed in note I3.
In 2007, prior to disposal, three directors had credit cards with the discontinued banking operations. In 2008 and 2007, transactions with directors were de-minimis both by virtue of their size and in the context of the directors’ financial positions. As indicated above, all of these transactions are on terms broadly equivalent to those that prevail in arm’s length transactions.
I6: Subsidiary undertakings
i Principal subsidiaries
The principal subsidiary undertakings of the Company at 31 December 2008, all wholly owned except PCA Life Assurance Company Limited, were:
Country of
Main activity incorporation
The Prudential Assurance Company Limited Insurance England and Wales
Prudential Annuities Limited* Insurance England and Wales
Prudential Retirement Income Limited (PRIL)* Insurance Scotland
M&G Investment Management Limited* Asset management England and Wales
Jackson National Life Insurance Company* Insurance US
Prudential Assurance Company Singapore (Pte) Limited* Insurance Singapore
PCA Life Assurance Company Limited* (99% owned) Insurance Taiwan
*Owned by a subsidiary undertaking of the Company.
301
Notes on the Group financial statements I: Other notes continued
I6: Subsidiary undertakings continued
Each subsidiary has one class of ordinary shares and operates mainly in its country of incorporation, except for PRIL which operates mainly in England and Wales.
On 20 February 2009, the Company announced that it had entered into an agreement to transfer the assets and liabilities of its agency distribution business and its agency force in Taiwan to China Life Insurance Company Ltd of Taiwan. The business being transferred represents 94 per cent of its in-force liabilities in Taiwan. Further details are set out in note I10.
ii Dividend restrictions and minimum capital requirements
Certain Group subsidiaries are subject to restrictions on the amount of funds they may transfer in the form of cash dividends or otherwise to the parent company. UK insurance companies are required to maintain solvency margins which must be supported by capital reserves and other resources, including unrealised gains on investments. Jackson can pay dividends on its capital stock only out of earned surplus unless prior regulatory approval is obtained. Furthermore, without the prior regulatory approval, dividends cannot be distributed if all dividends made within the preceding 12 months exceed the greater of Jackson’s statutory net gain from operations or 10 per cent of Jackson’s statutory surplus for the prior year. In 2009, the maximum amount of dividends that can be paid by Jackson without prior regulatory approval is US$290 million (£202 million) (in 2008: US$490 million (£246 million)). The Group’s Asian subsidiaries, mainly the Singapore and Malaysia businesses, may remit dividends to the Group, in general, provided the statutory insurance fund meets the capital adequacy standard required under local statutory regulations.
PAC and Jackson are the two principal insurance subsidiaries of the Group, which together comprise approximately 77 per cent (2007: 78 per cent) of total Group assets. At 31 December 2008, the PAC long-term fund’s excess of available capital resources over its regulatory requirement (as per line 42 of Form 2 of the PAC FSA regulatory returns) was estimated to be £4.7 billion (2007: £10.5 billion) and the statutory capital and surplus of Jackson was US$3 billion (£2 billion) (2007: US$4.0 billion (£2.0 billion)). The Group capital position statement for life assurance businesses is set out in note D5.
iii Acquisition and disposal of subsidiaries
2007
On 1 May 2007, the Company completed the sale of Egg Banking plc to Citi. Additional details regarding the disposal are set out in note I9.
On 9 November 2007, the Company completed the sale of PPM Capital, its direct private equity business.
2008
There were no acquisitions or disposals of subsidiaries during the year. Subsequent to the year end, on 20 February 2009, the Company announced that it had entered into an agreement to transfer the assets and liabilities of its agency distribution business and its agency force in Taiwan to China Life Insurance Company Ltd of Taiwan, subject to regulatory approval. Additional details regarding this transfer are set out in note I10.
iv PAC with-profits fund acquisitions and disposals
The PAC with-profits fund acquired a number of venture capital holdings through PPM Capital and M&G. Prior to November 2007, the Group was deemed to have a controlling interest in these venture capital holdings, in aggregate with, if applicable, other holdings held by, for example, the Prudential Staff Pension Scheme. In November 2007, the Group disposed of PPM Capital following which the Group no longer had a controlling interest in venture fund investment subsidiaries that it managed and consequently ceased to consolidate these investments from that date. The Group continues to consolidate, where applicable, the venture capital holdings managed by M&G.
302 Prudential plc Annual Report 2008
2007
The acquisitions made in 2007 were as follows:
• 71 per cent of the voting equity interest of Orizon AG, an employment hiring agency, which was managed by PPM Capital; and
• 78 per cent of the voting equity interest of Red Funnel, a ferry company, which was managed by M&G.
These acquisitions are considered individually immaterial and therefore all information relating to the acquisitions has been presented in aggregate in this note.
The results of the acquisitions have been included in the consolidated financial statements of the Group and contributed a loss of £8.3 million to earnings within the income statement.
The table below identifies the net assets of these acquisitions and minor business purchases by existing venture holdings and reconciles the net assets to the consideration paid:
2007 £m
Fair value on
acquisition
Cash and cash equivalents 20
Other current assets 26
Property, plant and equipment 38
Intangible assets other than goodwill 1
Other non-current assets 3
Less liabilities, including current liabilities and borrowings(304)
Net assets acquired(216)
Goodwill 313
Cash consideration 97
Aggregate goodwill of £313 million was recognised for the excess of the cost over the Group’s interest in the net fair value of the entities’ assets, liabilities, and contingent liabilities acquired.
Following the disposal of PPM Capital, SUSPA, TJ Hughes, Sterigenics, Muller & Weygandt, TMF Group, JOST, Histoire D’or, Azzuri Communications, Paramount plc and Orizon AG ceased to be consolidated as subsidiary undertakings and goodwill and other intangible assets, net of amortisation, relating to these investments were derecognised accordingly.
2008
There were no new acquisitions or disposals of venture capital investments in 2008. However, during the year, the holding in the voting equity interest of Red Funnel increased from 78 per cent to 90 per cent.
I7: Commitments
i Operating leases
The Group leases various offices to conduct its business. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
2008 £m 2007 £m
Future minimum lease payments for non-cancellable operating leases fall due during the
following periods:
Not later than 1 year 86 38
Later than 1 year and not later than 5 years 199 126
Later than 5 years 140 111
The total minimum future sublease rentals to be received on non-cancellable operating leases for land and buildings for the year ended 31 December 2008 was £0.2 million (2007: £0.4 million).
Minimum lease rental payments for the year ended 31 December 2008 of £84 million (2007: £50 million) are included in the consolidated income statement.
ii Capital commitments
The Group has provided, from time to time, certain guarantees and commitments to third-parties including funding the purchase or development of land and buildings and other related matters. At 31 December 2008, the aggregate amount of contractual obligations to purchase and develop investment properties amounted to £1 million (2007: £64 million).
303
Notes on the Group financial statements I: Other notes continued
I8: Cash flows
Structural borrowings of shareholder-financed operations comprise core debt of the parent company and Jackson surplus notes. Core debt excludes borrowings to support short-term fixed income securities programmes and non-recourse borrowings of investment subsidiaries and consolidated investment funds of shareholder-financed operations and other borrowings. Cash flows in respect of these borrowings are included within cash flows from operating activities.
Structural borrowings of with-profits operations relate solely to the £100 million 8.5 per cent undated subordinated guaranteed bonds which contribute to the solvency base of SAIF. Cash flows in respect of other borrowings of with-profits funds, which principally relate to consolidated investment funds are also included within cash flows from operating activities.
Cash flows relating to discontinued operations in 2007, as detailed in note I9, are inflows of £157 million for the period of ownership in 2007. All of these related to cash flows from operating activities.
I9: Discontinued banking operations
Discontinued banking operations in 2007 related entirely to UK banking operations following the sale on 1 May 2007 of Egg Banking plc to Citi. Consideration paid to the Company was, net of expenses, £527 million cash. Cash and cash equivalents disposed of in 2007 were £1,065 million. Accordingly, the cash outflow for the Group in 2007 arising from the disposal of Egg, as shown in the consolidated cash flow statement, was £538 million.
The profit included in the 2007 income statement in respect of discontinued banking operations for the period of ownership was as follows:
2007 £m
Interest income 261
Interest expense(148)
Net interest income 113
Fee and commission income 41
Fee and commission expense(8)
Operating income 146
General administrative expenses(56)
Impairment losses on loans and cash advances to customers(149)
Other operating expenses(9)
Operating loss based on longer-term investment returns(68)
Profit on sale of Egg Banking plc 290
Profit before tax 222
Tax on operating loss based on longer-term investment returns 19
Tax on profit on sale of Egg Banking plc 0
Tax attributable to shareholders’ profits 19
Profit for the year 241
The interest income on financial assets not at fair value through profit and loss for the period of ownership in 2007 was £241 million. The interest expense on financial liabilities not at fair value through profit and loss for the period of ownership in 2007 was £148 million.
Fee and commission income in 2007 includes £27 million relating to financial instruments held at amortised cost. These fees primarily related to balance transfer fees and late payment fees. Fee and commission expense in 2007 includes fee expenses relating to financial liabilities held at amortised cost of £4 million which related to treasury fees.
Of the loss for the period of ownership in 2007, no loss was attributable to minority interests in Egg.
304 Prudential plc Annual Report 2008
I10: Post balance sheet events
i Intended sale of legacy agency book and agency force in Taiwan to China Life Insurance of Taiwan
On 20 February 2009, the Company announced that it had entered into an agreement to sell the assets and liabilities of its agency distribution business and its agency force in Taiwan to China Life Insurance Company Ltd of Taiwan (‘China Life’) for the nominal sum of NT$1, subject to regulatory approval.
In addition, the Company will invest £45 million to purchase a 9.95 per cent stake in China Life through a share placement. The business to be transferred represents 94 per cent of Prudential’s in-force liabilities in Taiwan and includes its legacy interest rate guaranteed products with IFRS basis gross assets at 31 December 2008 of £4.5 billion. After taking account of IFRS shareholders’ funds of the business at 31 December 2008 and restructuring and other costs, the Group’s IFRS shareholders’ funds are expected to decrease by approximately £595 million. In addition, on completion there will be a net increase in the Company’s Insurance Groups Directive surplus of approximately £800 million.
The movement in shareholders’ IFRS equity of the total Taiwan life business for 2008 comprised:
£m
Operating profit based on longer-term investment returns 60
Short-term fluctuations in investment returns(65)
Shareholders share of actuarial and other gains and losses on defined benefit pension schemes(3)
Loss before tax(8)
Total tax(8)
Loss for the financial year(16)
Minority interests –
Investments by Parent Company* 93
Exchange and other reserve movements 111
Net movement 188
Equity brought forward at 1 January 2008 289
Equity carried forward at 31 December 2008 477
*Comprising £66 million for solvency capital and £27 million for business development.
The carrying value of the IFRS equity reflects the application of ‘grandfathered’ US GAAP under IFRS. This does not, and is not designed to include the cost of holding economic capital, to support the legacy interest rate guaranteed products as recognised under the Company’s supplementary reporting basis under European Embedded Value principles.
ii Insurance Groups Directive – Group solvency position
The IGD group solvency position as at 31 December 2008 will be submitted to the FSA by 30 April 2009. At the time of preparation of these financial statements the surplus capital, under the IGD test of capital adequacy, was estimated to be around £1.7 billion before allowing for the 2008 final dividend, giving a solvency ratio of 160 per cent. This is composed of the Group’s IGD surplus at 31 December 2008 which is estimated at £1.4 billion and of an additional £0.3 billion which the FSA has, after the year end, allowed the Group to include in the Group’s IGD surplus going forward as a result of an innovative structure the Group has developed. The £0.3 billion additional capital reflects the ability to realise a portion of the shareholders’ economic interest in the future transfers from the PAC with-profits fund.
305
Balance sheet of the parent company
31 December 2008
Note 2008 £m 2007* £m
Fixed assets
Investments:
Shares in subsidiary undertakings 4 7,193 7,170
Loans to subsidiary undertakings 4 3,212 2,809
10,405 9,979
Current assets
Debtors:
Derivative assets 7 267 10
Amounts owed by subsidiary undertakings 1,986 3,291
Deferred tax 111 –
Other debtors 11 25
Cash at bank and in hand 102 178
2,477 3,504
Less liabilities: amounts falling due within one year
Debenture loans 6(249) –
Commercial paper 6(1,269)(2,422)
Other borrowings 6(200)(48)
Derivative liabilities 7(235)(144)
Amounts owed to subsidiary undertakings(3,341)(2,455)
Tax payable(311)(332)
Sundry creditors(19)(6)
Accruals and deferred income(44)(44)
(5,668)(5,451)
Net current liabilities(3,191)(1,947)
Total assets less current liabilities 7,214 8,032
Less liabilities: amounts falling due after more than one year
Subordinated liabilities 6(1,983)(1,566)
Debenture loans 6(549)(797)
Other borrowings 6(9)(7)
Amounts owed to subsidiary undertakings(1,464)(2,643)
(4,005)(5,013)
Total net assets (excluding pension) 3,209 3,019
Pension asset (net of related deferred tax) 8 36 117
Total net assets (including pension) 3,245 3,136
Capital and reserves
Share capital 9 125 123
Share premium 9 1,840 1,828
Profit and loss account 10 1,280 1,185
Shareholders’ funds 10 3,245 3,136
*The Company has adopted the principles of UITF 44 in accounting for share-based payments, with consequential changes to the 2007 comparative figures. Note 2 explains the effect of the change.
The financial statements of the parent company on pages 306 to 315 were approved by the Board of directors on 18 March 2009.
Harvey McGrath Mark Tucker Tidjane Thiam
Chairman Group Chief Executive Chief Financial Officer
306 Prudential plc Annual Report 2008
Notes on the parent company financial statements
1 Nature of operations
Prudential plc (the Company) is a parent holding company. The Company together with its subsidiaries (collectively, the Group) is an international financial services group with its principal operations in the UK, the US and Asia. The Group operates in the UK through its subsidiaries, primarily The Prudential Assurance Company Limited, Prudential Annuities Limited, Prudential Retirement Income Limited and M&G Investment Management Limited. In the US, the Group’s principal subsidiary is Jackson National Life Insurance Company. In Asia, the Group’s main operations are in Hong Kong, Malaysia, Singapore and Taiwan. On 20 February 2009, the Company announced that it had entered into an agreement subject to regulatory approval to transfer the assets and liabilities of its agency distribution business and its agency force in Taiwan to China Life Insurance Company Ltd of Taiwan. Further details are set out in note I10 ‘Post Balance Sheet Events’ of the Group financial statements.
The Company is responsible for the financing of each of its subsidiaries.
2 Basis of preparation
The financial statements of the Company, which comprise the balance sheet and related notes, are prepared in accordance with Section 226 of, and Schedule 4 to, the Companies Act 1985, which apply to companies generally. The Company has taken advantage of the exemption under Section 230 of the Companies Act 1985 from presenting its own profit and loss account.
The financial statements are prepared in accordance with applicable accounting standards under UK Generally Accepted Accounting Practice (UK GAAP), including Financial Reporting Standards (FRS) and Statements of Standard Accounting Practice (SSAP).
The Company has not prepared a cash flow statement on the basis that its cash flow is included within the cash flow statement in the consolidated financial statements. The Company is also exempt under the terms of FRS 8 from disclosing related party transactions with entities that are part of the Group or investees of the Group. In addition, the Company has taken advantage of the exemption within FRS 29, ‘Financial Instruments: Disclosures’, from the requirements of this standard on the basis that the Company’s results are included in the publicly available consolidated financial statements of the Group that include disclosures that comply with IFRS 7, ‘Financial Instruments: Disclosures’, which is equivalent to FRS 29.
UITF 44, ‘Group and Treasury Share Transactions’ which is an interpretation of FRS 20, ‘Share-based Payment’ became effective in 2008. Where a parent company grants the options or awards of its equity instruments to employees of its subsidiary, and such share-based compensation is accounted for as equity-settled in the consolidated financial statements, UITF 44 requires the subsidiary to record a compensation expense with a corresponding increase in equity as a capital contribution equal to the value of the share-based payment in accordance with FRS 20. Consequently, in the financial statements of the parent company, an increase in the investment in the subsidiary is recorded for the value of the share options and awards granted to the employees of the subsidiary. As a result of the adoption of UITF 44, the Company has recognised an addition to investment in subsidiary undertakings of the aggregate amount of the contributions for equity instruments it granted, primarily under the Save As You Earn (SAYE) plan, subsequent to 7 November 2002. As at 31 December 2008, the addition to investment in subsidiary undertakings of the Company was £28 million with a corresponding credit to equity for the same amount. The 2007 comparatives have also been adjusted accordingly for the adoption of UITF 44 with an addition to investment in subsidiary undertakings of £19 million and a corresponding credit to equity. There is no impact on the profit or loss of the Company.
In October 2008, the Accounting Standards Board (ASB) approved the ‘Amendments to FRS 26 (IAS 39) and FRS 29 (IFRS 7): Reclassification of Financial Assets’ that permit the reclassification of certain ‘held for trading’ and ‘available-for-sale’ financial assets into the ‘loans and receivables’ category carried at amortised cost if specific conditions are met and additional disclosures are made regarding any assets so reclassified. The adoption of these amendments to FRS 26 and FRS 29 did not have an impact on the balance sheet or profit and loss account of the Company as the Company has not made any such reclassification of financial assets as permitted by the amendments.
3 Significant accounting policies
Shares in subsidiary undertakings
Shares in subsidiary undertakings are shown at the lower of cost and estimated realisable value.
Loans to subsidiary undertakings
Loans to subsidiary undertakings are shown at cost, less provisions.
Derivatives
Derivative financial instruments are used to reduce or manage interest rate and currency exposures. The Company’s policy is that amounts at risk through derivative transactions are covered by cash or by corresponding assets. Derivative financial instruments are carried at fair value with changes in fair value included in the profit and loss account.
Under FRS 26, hedge accounting is permissible only if certain criteria are met regarding the establishment of documentation and continued measurement of hedge effectiveness. For derivative financial instruments designated as fair value hedges, the movements in the fair value are recorded in the profit and loss account with the accompanying change in fair value of the hedged item attributable to the hedged risk.
307
Notes on the parent company financial statements continued
3 Significant accounting policies continued
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs, and subsequently accounted for on an amortised cost basis using the effective interest method. Under the effective interest method, the difference between the redemption value of the borrowing and the initial proceeds, net of transaction costs, is amortised through the profit and loss account to the date of maturity.
Dividends
Dividends are recognised in the period in which they are declared. Dividends declared after the balance sheet date in respect of the prior reporting period are treated as a non-adjusting event.
Where scrip dividends are issued, the value of such shares, measured as the amount of the cash dividend alternative, is credited to reserves and the amount in excess of the nominal value of the shares issued is transferred from the share premium account to retained profit.
Share premium
The difference between the proceeds received on issue of shares and the nominal value of the shares issued is credited to the share premium account.
Foreign currency translation
Foreign currency borrowings that have been used to finance or provide a hedge against Group equity investments in overseas subsidiaries are translated at year end exchange rates. The impact of these currency translations is recorded within the profit and loss account for the year.
Other assets and liabilities denominated in foreign currencies are also converted at year end exchange rates with the related foreign currency exchange gains or losses reflected in the profit and loss account for the year.
Tax
Current tax expense is charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. To the extent that losses of an individual UK company are not offset in any one year, they can be carried back for one year or carried forward indefinitely to be offset against profits arising from the same company.
Deferred tax assets and liabilities are recognised in accordance with the provisions of FRS 19. The Company has chosen not to apply the option available of recognising such assets and liabilities on a discounted basis to reflect the time value of money. Except as set out in FRS 19, deferred tax is recognised in respect of all timing differences that have originated but not reversed by the balance sheet date. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
The Group’s UK subsidiaries each file separate tax returns. In accordance with UK tax legislation, where one domestic UK company is a 75 per cent owned subsidiary of another UK company or both are 75 per cent owned subsidiaries of a common parent, the companies are considered to be within the same UK tax group. For companies within the same tax group, trading profits and losses arising in the same accounting period may be offset for the purposes of determining current and deferred taxes.
Pensions
The Company assumes a portion of the pension surplus or deficit of the Group’s largest pension scheme, the Prudential Staff Pension Scheme (PSPS) and applied the requirements of FRS 17 (as amended in December 2006) to its interest in the PSPS surplus or deficit. Further details are disclosed in note 8.
A pension surplus or deficit is recorded as the difference between the present value of the scheme liabilities and the fair value of the scheme assets. The Company’s share of pension surplus is recognised to the extent that the Company was able to recover a surplus either through reduced contributions in the future or through refunds from the scheme.
The assets and liabilities of the defined benefit pension schemes of the Prudential Group are subject to a full triennial actuarial valuation using the projected unit method. Estimated future cash flows are then discounted at a high quality corporate bond rate, adjusted to allow for the difference in duration between the bond index and the pension liabilities where appropriate, to determine its present value. These calculations are performed by independent actuaries.
The aggregate of the actuarially determined service costs of the currently employed personnel and the unwind of the discount on liabilities at the start of the period, gains and losses on settlements and curtailments, less the expected investment return on the scheme assets at the start of the period, is recognised in the profit and loss account. To the extent that part or all of the Company’s interest in the pension surplus is not recognised as an asset, the unrecognised surplus is initially applied to extinguish any past service costs, losses on settlements or curtailments that would otherwise be included in the profit and loss account. Next, the expected investment return on the scheme’s assets is restricted so that it does not exceed the total of the current service cost, interest cost and any increase in the recoverable surplus. Any further adjustment for the unrecognised surplus is treated as an actuarial gain or loss.
Actuarial gains and losses as a result of the changes in assumptions, the difference between actual and expected investment return on scheme assets and experience variances are recorded in the statement of total recognised gains and losses. Actuarial gains and losses also include adjustment for unrecognised pension surplus as described above.
308 Prudential plc Annual Report 2008
Share-based payments
The Group offers share award and option plans for certain key employees and a SAYE plan for all UK and certain overseas employees. The share-based payment plans operated by the Group are mainly equity-settled plans with a few cash-settled plans.
Following the adoption of UITF 44, where the Company, as the parent company, grants the options or awards of its equity instruments to employees of its subsidiary, and such share-based payment is accounted for as equity-settled in the Group financial statements, the Company records an increase in the investment in the subsidiary undertakings for the value of the share options and awards granted with a corresponding credit entry recognised directly in equity. The value of the share options and awards granted is based upon the fair value of the options and awards at the grant date, the vesting period and the vesting conditions.
4 Investments of the Company
2008 £m
Shares in Loans to
subsidiary subsidiary
undertakings undertakings
At beginning of year 7,170 2,809
Additional investment in subsidiary undertakings 35 –
Writedown of investment in subsidiary undertaking(12) –
Net advance of loans – 403
At end of year 7,193 3,212
The investments of the Company in shares in subsidiary undertakings at the beginning of the year increased by £19 million from the previously published £7,151 million to £7,170 million following the adoption of UITF 44. This reflects the value of the share-based payments granted by the Company to employees of its subsidiary undertakings up to 31 December 2007. The additional investment in subsidiary undertakings during 2008 of £35 million as shown in the table above includes £9 million in respect of the further amount of share-based payments recognised in 2008.
5 Subsidiary undertakings
The principal subsidiary undertakings of the Company at 31 December 2008, all wholly-owned except PCA Life Assurance Company Limited, were:
Main activity Country of incorporation
The Prudential Assurance Company Limited Insurance England and Wales
Prudential Annuities Limited* Insurance England and Wales
Prudential Retirement Income Limited (PRIL)* Insurance Scotland
M&G Investment Management Limited* Asset management England and Wales
Jackson National Life Insurance Company* Insurance US
Prudential Assurance Company Singapore (Pte) Limited* Insurance Singapore
PCA Life Assurance Company Limited* (99% owned) Insurance Taiwan
*Owned by a subsidiary undertaking of the Company.
Each subsidiary has one class of ordinary shares and operates mainly in its country of incorporation, except for PRIL which operates mainly in England and Wales.
On 20 February 2009, the Company announced that it had entered into an agreement to transfer the assets and liabilities of its agency distribution business and its agency force in Taiwan to China Life Insurance Company Ltd of Taiwan. The business being transferred represents 94 per cent of the in-force liabilities in Taiwan. Further details are set out in note I10 ‘Post Balance Sheet Events’ of the Group financial statements.
309
Notes on the parent company financial statements continued
6 Borrowings
Core structural borrowings Other borrowings Total
2008 £m 2007 £m 2008 £m 2007 £m 2008 £m 2007 £m
Core structural borrowings:
£249m 5.5% Bonds 2009 249 248 – – 249 248
€500m 5.75% Subordinated
Notes 2021note i 482 365 – – 482 365
£300m 6.875% Bonds 2023 300 300 – – 300 300
€20m Medium-Term Subordinated
Notes 2023note ii 19 15 – – 19 15
£250m 5.875% Bonds 2029 249 249 – – 249 249
£435m 6.125% Subordinated Notes 2031 427 427 – – 427 427
US$1,000m 6.5% Perpetual Subordinated
Capital Securitiesnote iii 696 485 – – 696 485
US$250m 6.75% Perpetual Subordinated
Capital Securitiesnote iv 173 124 – – 173 124
US$300m 6.5% Perpetual Subordinated
Capital Securitiesnotes iv,v,vi 186 150 – – 186 150
Total core structural borrowings 2,781 2,363 – – 2,781 2,363
Other borrowings:
Commercial papernote vii – – 1,269 2,422 1,269 2,422
Medium-Term Notes 2008note vii – – – 48 – 48
Floating Rate Notes 2009note viii – – 200 – 200 –
Medium-Term Notes 2010note vii – – 9 7 9 7
Total borrowings 2,781 2,363 1,478 2,477 4,259 4,840
Borrowings are repayable as follows:
Within 1 year or on demand 249 – 1,469 2,470 1,718 2,470
Between 1 and 5 years – 248 9 7 9 255
After 5 years 2,532 2,115 – – 2,532 2,115
2,781 2,363 1,478 2,477 4,259 4,840
Recorded in the balance sheet as:
Subordinated liabilitiesnote ix 1,983 1,566
Debenture loans 798 797
2,781 2,363
Notes i The €500 million 5.75 per cent borrowings have been swapped into borrowings of £333 million with interest payable at six month £Libor plus 0.962 per cent. ii The €20 million Medium-Term Subordinated Notes were issued at 20-year Euro Constant Maturity Swap (capped at 6.5 per cent). These have been swapped into borrowings of £14 million with interest payable at three month £Libor plus 1.2 per cent. iii Interest on the US$1,000 million 6.5 per cent borrowings was swapped into floating rate payments at three month US$Libor plus 0.80 per cent.
In January 2009, this swap was cancelled. iv The US$250 million 6.75 per cent borrowings and the US$300 million 6.5 per cent borrowings can be converted, in whole or in part, at the
Company’s option and subject to certain conditions, on any interest payment date falling on or after 23 March 2010 and 23 March 2011 respectively, into one or more series of Prudential preference shares. v Interest on the US$300 million 6.5 per cent borrowings was swapped into floating rate payments at three month US$Libor plus 0.0225 per cent.
In January 2008, this was swapped back into fixed rate payments at 6.5 per cent. vi Hedge accounting is applied at both the Group consolidated level and Company level. Due to different dates for commencement of this accounting treatment, the hedge values differ between these two levels. vii These borrowings support a short-term fixed income securities programme. viii In October 2008, the Company issued £200 million Floating Rate Notes, maturing in April 2009. These were wholly subscribed to by a Group subsidiary and accordingly have been eliminated on consolidation in the Group financial statements. ix The interests of the holders of the Subordinated Notes and the Subordinated Capital Securities are subordinate to the entitlements of other creditors of the Company.
310 Prudential plc Annual Report 2008
7 Derivative financial instruments
2008 £m 2007 £m
Fair value Fair value Fair value Fair value
assets liabilities assets liabilities
Derivative financial instruments held to manage interest rate
and currency profile:
Interest rate swaps 19 17 8 17
Cross-currency swaps 182 – 2 1
Inflation-linked swap – 162 – 82
Forward foreign currency contracts 66 56 – 44
Total 267 235 10 144
The change in fair value of the derivative financial instruments of the Company was a loss before tax of £343 million (2007: gain before tax of £13 million).
The Company has a US$1,000 million and a US$300 million fair value hedge in place which hedges the interest exposures on the US$1,000 million 6.5 per cent perpetual subordinated capital securities and the US$300 million 6.5 per cent perpetual subordinated capital securities, respectively. Subsequent to the year end, in January 2009, the interest rate swap to hedge the interest exposure on the US$1,000 million 6.5 per cent perpetual subordinated capital securities was cancelled. The derivative financial instruments were valued internally using standard market practices. In accordance with the Company’s risk management framework, all internally generated valuations are subject to independent assessment against external counterparties’ valuations.
8 Pension scheme financial position
The majority of UK Prudential staff are members of the Group’s pension schemes. The largest scheme is the Prudential Staff Pension Scheme (PSPS) which is primarily a closed defined benefit scheme. At 31 December 2008, on the FRS 17, ‘Retirement Benefits’ basis of valuation, the underlying pension liabilities of PSPS accounted for 87 per cent (2007: 87 per cent) of the liabilities of the Group’s defined benefit schemes.
For the purpose of preparing consolidated financial statements, the Group applies IFRS basis accounting including IAS 19, ‘Employee Benefits’. However, the individual accounts of the Company continue to follow UK GAAP. In 2006, the Company early adopted the amendment to FRS 17 issued in December 2006 which aligned the FRS 17 disclosures with IAS 19. In 2008, the Group adopted IFRIC 14, an interpretation guidance to IAS 19 with the effect of derecognising the Group’s interest in PSPS surplus and recognising an additional liability for the deficit funding for PSPS to 5 April 2010 in the Group financial statements. Further details are described in note I1 ‘Staff and pension plans’ of the notes on the financial statements of the Group.
At 31 December 2005, the allocation of surpluses and deficits attaching to PSPS between the Company and the unallocated surplus of the Prudential Assurance Company’s (PAC) with-profits funds was apportioned in the ratio 30/70 between the Company and the PAC with-profits fund following detailed consideration of the sourcing of previous contributions. This ratio was applied to the base deficit position at 1 January 2006 and for the purpose of determining the allocation of the movements in that position up to 31 December 2008. The FRS 17 service charge and ongoing employer contributions are allocated by reference to the cost allocation for current activity.
Defined benefit schemes are generally required to be subject to full actuarial valuation every three years to assess the appropriate level of funding for schemes having regard to their commitments. These valuations include assessments of the likely rate of return on the assets held within the separate trustee administered funds. PSPS was last actuarially valued as at 5 April 2005 using the projected unit method. This valuation demonstrated the scheme to be 94 per cent funded, with a shortfall of actuarially determined assets to liabilities of six per cent, representing a deficit of £243 million. As a result, changes to the basis of funding for the scheme from 2006 onwards were made. Deficit funding amounts designed to eliminate the actuarial deficit over a 10-year period have been and are being made. Based on this valuation, total contributions to the scheme for deficit funding and employer contributions for ongoing service for current employees are expected to be of the order of £70 to £75 million per annum subject to a reassessment when the subsequent valuation is completed. In 2008, total contributions for the year, including expenses and augmentations, were £79 million (2007: £82 million). The PSPS valuation as at 5 April 2008 is currently being finalised.
311
Notes on the parent company financial statements continued
8 Pension scheme financial position continued
Using external actuarial advice provided by the professionally qualified actuaries, Watson Wyatt Partners, for the valuation of PSPS, the most recent full valuations have been updated to 31 December 2008 applying the principles prescribed by FRS 17.
The key assumptions adopted were:
2008% 2007%
Rate of inflation 3.0 3.3
Rate of increase in salaries 5.0 5.3
Rate of increase in pension payments for inflation:
Guaranteed (maximum 5%) 3.0 3.3
Guaranteed (maximum 2.5%) 2.5 2.5
Discretionary 2.5 2.5
Rate used to discount scheme liabilities 6.1 5.9
Long-term expected rate of return
Prospectively for 2009 % 2008 % 2007%
Equities 6.8 7.5 7.5
Bonds 4.8 5.5 4.9
Properties 6.05 6.75 6.8
Other assets 2.0 5.5 5.0
Weighted average long-term expected rate of return 4.5 6.2 5.9
The long-term expected rates of return have been determined after applying due consideration to the requirements of paragraph 54 of FRS 17, in particular, taking account of the values of the assets.
Further details on the PSPS scheme, including mortality assumptions, are shown in note I1 ‘Staff and pension plans’ of the notes on the financial statements of the Group.
The assets and liabilities of PSPS were:
31 Dec 2008 31 Dec 2007 31 Dec 2006
Value Value Value
£m% £m% £m%
Equities 823 17.1 1,278 26.1 1,346 28.3
Bonds 2,430 50.6 1,134 23.2 2,077 43.8
Properties 283 5.9 545 11.2 580 12.2
Cash-like investments 1,267 26.4 1,932 39.5 745 15.7
Total value of assets 4,803 100.0 4,889 100.0 4,748 100.0
Present value of scheme liabilities 4,075 4,361 4,607
Underlying surplus in the scheme 728 528 141
Surplus in the scheme recognised by the
Company 50 163 48
After deducting deferred tax, the amounts
reflected in the balance sheet of the
Company are 36 117 34
The surplus in the scheme recognised in the balance sheet of the Company represents the element of the amount which is recoverable through reduced future contribution and is net of the apportionment to the PAC with-profits fund.
312 Prudential plc Annual Report 2008
Underlying scheme assets and liabilities of PSPS
The change in the present value of the underlying scheme liabilities and the change in the fair value of the underlying assets of PSPS are as follows:
2008 £m 2007 £m
Present value of scheme liabilities, beginning of year 4,361 4,607
Service costs 26 39
Interest costs 250 234
Curtailment credit(30) –
Employee contributions 1 2
Actuarial losses(327)(314)
Benefit payments(206)(207)
Present value of scheme liabilities, end of year 4,075 4,361
2008 £m 2007 £m
Fair value of scheme assets, beginning of year 4,889 4,748
Expected return on scheme assets 299 276
Employee contributions 1 2
Employer contributions* 79 82
Actuarial losses(259)(12)
Benefit payments(206)(207)
Fair value of scheme assets, end of year 4,803 4,889
*The contributions include deficit funding and ongoing service contributions.
Pension credit (charge) and actuarial gains (losses) of PSPS
The pension charge recognised in the Company’s profit and loss account is as follows:
2008 £m 2007 £m
Pension credit (charge)
Operating charge:
Service costs(26)(39)
Finance income (expense):
Interest on scheme liabilities(250)(234)
Expected return on scheme assets 299 276
49 42
Curtailment credit 30 –
Total pension credit 53 3
Pension charge attributable to the Company(4)(12)
The pension charge attributable to the Company is net of the apportionment to the PAC with-profits funds and corresponds to the surplus recognised on the balance sheet of the Company. In 2008, an amount of £9 million was applied to extinguish the curtailment credit attributable to the Company from the unrecognised portion of the pension surplus at 31 December 2008.
313
Notes on the parent company financial statements continued
8 Pension scheme financial position continued
2008 £m 2007 £m 2006 £m 2005 £m 2004 £m
Actuarial gains (losses):
Actual less expected return on scheme assets
(5% (2007: 0%) (2006: 3%) (2005: 11%)
(2004: 3%) of assets) (259)(12) 141 500 104
Experience gains (losses) on scheme liabilities
(3% (2007: 0%) (2006: 0%) (2005: 0%)
(2004: 1%) of liabilities) 127(10) 17 –(25)
Changes in assumptions underlying the present
value of scheme liabilities 200 324 232(405)(128)
Total actuarial gains (2% (2007: 7%) (2006: 8%)
(2005: 2%) (2004: (1)%) of the present value
of the scheme liabilities) 68 302 390 95(49)
Actuarial (losses) gains attributable to the Company (143) 91 118(30)(10)
The total actual return on scheme assets for PSPS was a loss of £40 million (2007: a gain of £264 million).
The experience gains on scheme liabilities in 2008 of a gain of £127 million relate mainly to the ‘true-up’ reflecting improvements in data consequent upon the ongoing triennial valuation of PSPS.
The actuarial gains (losses) attributable to the Company are net of the apportionment to the PAC with-profits funds and correspond to the surplus (deficit) recognised on the balance sheet of the Company. In 2008, the actuarial losses attributable to the Company included an amount of £164 million for the unrecognised portion of surplus which has not been deducted from the pension credit (charge).
The actuarial losses before tax of £143 million (2007: gains of £91 million) attributable to the Company net of related tax are recorded in the statement of total recognised gains and losses. Cumulative actuarial gains as at 31 December 2008 amount to £91 million (2007: £234 million).
The 2005 actuarial losses attributable to the Company reflected the changed estimate of allocation in the deficit of PSPS from a ratio of 20/80 between the Company and the PAC with-profits fund prior to 2005 to a ratio of 30/70 from 2005 onwards.
Total employer contributions expected to be paid into the PSPS defined benefit scheme for the year ending
31 December 2009 amount to £78 million, subject to a reassessment when the valuation as at 5 April 2008 is completed.
9 Share capital and share premium
The authorised share capital of the Company at both 31 December 2008 and 31 December 2007 was £220 million (divided into 4,000,000,000 ordinary shares of 5 pence each and 2,000,000,000 sterling preference shares of 1 pence each) and US$20 million (divided into 2,000,000,000 US dollar preference shares of 1 cent each) and €20 million (divided into 2,000,000,000 Euro preference shares of 1 cent each). None of the preference shares has been issued. A summary of the ordinary shares in issue is set out below:
2008
Share Share
Number of capital premium
Issued shares of 5 pence each fully paid shares £m £m
At beginning of year 2,470,017,240 123 1,828
Shares issued under share option schemes 2,307,469 – 12
Shares issued in lieu of cash dividends 24,622,979 2 156
Transfer to retained profit in respect of shares issued in lieu of cash dividends – –(156)
At end of year 2,496,947,688 125 1,840
At 31 December 2008, there were options subsisting under share option schemes to subscribe for 6,825,343 (2007: 9,017,442) shares at prices ranging from 266 pence to 617 pence (2007: 266 pence to 695 pence) and exercisable by the year 2015 (2007: 2014). In addition, there were 967,652 (2007: 2,037,220) conditional options outstanding under the Restricted Share Plan exercisable at nil cost within a 10-year period. No further options will be issued under the Restricted Share Plan which has been replaced by the Group Performance Share Plan. There were 4,906,234 (2007: 3,485,617) conditional options outstanding under the Group Performance Share Plan exercisable at nil cost within a 10-year period. Further information on the Group’s employee share options is given in note I2 ‘Share-based payments’ of the notes on the financial statements of the Group.
314 Prudential plc Annual Report 2008
10 Profit of the Company and reconciliation of movement in shareholders’ funds
The profit after tax of the Company for the year was £486 million (2007: loss of £17 million). After dividends of £453 million (2007: £426 million), actuarial gains (losses) net of tax in respect of the pension scheme of £(103) million (2007: gain of £66 million), share based payment reserve movement of £9 million (2007: £5 million) and a transfer from the share premium account of £156 million (2007: £175 million) in respect of shares issued in lieu of cash dividends, retained profit at 31 December 2008 amounted to £1,280 million (2007: £1,185 million).
A reconciliation of the movement in shareholders’ funds of the Company for the years ended 31 December 2008 and 2007 is given below:
2008 £m 2007 £m
Profit (loss) for the year 486(17)
Dividends (453)(426)
33(443)
Actuarial (losses) gains recognised in respect of the pension scheme net of related taxnote 8(103) 66
New share capital subscribednote 9 170 182
Reserve movements in respect of share-based paymentsnote 4 9 5
Net movement in shareholders’ funds 109(190)
Shareholders’ funds at beginning of year, as previously published 3,117 3,312
Effect of the adoption of UITF 44 on share-based paymentsnote 4 19 14
Shareholders’ funds at beginning of year, after change of accounting policies 3,136 3,326
Shareholders’ funds at end of year 3,245 3,136
11 Other information
a Information on directors’ remuneration is given in the directors’ remuneration report section of this Annual Report and note I3 ‘Key management remuneration’ of the notes on the financial statements of the Group. b Information on transactions of the directors with the Group is given in note I5 ‘Related party transactions’ of the notes on the financial statements of the Group. c The Company employs no staff. d Fees payable to the Company’s auditor for the audit of the Company’s annual accounts were £0.1 million (2007: £0.1 million).
In addition, the Company paid fees for other services of £0.2 million (2007: £0.2 million). e In certain instances the Company has guaranteed that its subsidiaries will meet their obligations when they fall due for payment.
12 Post balance sheet events
On 20 February 2009, the Company announced that it had entered into an agreement to transfer the assets and liabilities of its agency distribution business and its agency force in Taiwan to China Life Insurance Company Ltd of Taiwan. The business being transferred represents 94 per cent of the in-force liabilities in Taiwan. Further details are set out in note I10 of the Group financial statements.
A final dividend of 12.91 pence per share was proposed by the directors on 18 March 2009. Subject to shareholders’ approval, the dividend will be paid on 22 May 2009 to shareholders on the register at the close of business on 14 April 2009. The dividend will absorb an estimated £322 million of shareholders’ funds. A scrip dividend alternative will be offered to shareholders.
315
Statement of directors’ responsibilities in respect of the Annual Report and the financial statements
The directors are responsible for preparing the Annual Report and the Group and parent company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent company financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and applicable law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).
The Group financial statements are required by law and IFRS as adopted by the EU to present fairly the financial position and performance of the Group; the Companies Act 1985 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
The parent company financial statements are required by law to give a true and fair view of the state of affairs of the parent company.
In preparing each of the Group and parent company financial statements, the directors are required to:
• Select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • for the Group financial statements, state whether they have been prepared in accordance with IFRS as adopted by the EU; • for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent company financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a directors’ report, directors’ remuneration report and corporate governance statement that comply with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The directors of Prudential plc, whose names and positions are set out on pages 80 to 82 confirm that to the best of their knowledge:
• The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and • the directors’ report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
316 Prudential plc Annual Report 2008
Independent auditor’s report to the members of Prudential plc
We have audited the Group and parent company financial statements (the financial statements) of Prudential plc for the year ended 31 December 2008 which comprise the consolidated Group income statement, the consolidated Group and parent company balance sheets, the consolidated Group cash flow statement, the consolidated Group statement of change in shareholders’ equity and the related notes on pages 131 to 315. These financial statements have been prepared under the accounting policies set out therein. We have also audited the information in the directors’ remuneration report on pages 102 to 127 that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
The directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance with applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), and for preparing the parent company financial statements and the directors’ remuneration report in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors’ responsibilities on page 316. Our responsibility is to audit the financial statements and the part of the directors’ remuneration report to be audited in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the directors’ remuneration report to be audited have been properly prepared in accordance with the Companies Act 1985 and, as regards the Group financial statements, Article 4 of the International Auditing Standards Regulation (IAS Regulation). We also report to you whether in our opinion the information given in the directors’ report is consistent with the financial statements. In addition, we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.
We review whether the corporate governance statement reflects the Company’s compliance with the nine provisions of the 2006 Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. We consider the implications for our report if we become aware of any
apparent mis-statements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the directors’ remuneration report to be audited. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the directors’ remuneration report to be audited are free from material mis-statement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements and the part of the directors’ remuneration report to be audited.
Opinion
In our opinion:
• The Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of the state of the Group’s affairs as at 31 December 2008 and of its loss for the year then ended; • the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation; • the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the parent company’s affairs as at 31 December 2008; • the parent company financial statements and the part of the directors’ remuneration report to be audited have been properly prepared in accordance with the Companies Act 1985; and • the information given in the directors’ report is consistent with the financial statements.
KPMG Audit Plc
Chartered Accountants Registered Auditor London
18 March 2009
European Embedded Value (EEV) basis supplementary information Year ended 31 December 2008
Operating profit from continuing operations based on longer-term investment returns*
Results analysis by business area
Note 2008 £m 2007 £m
Asian operations
New business 5(b) 741 643
Business in force 6 568 399
Long-term business 1,309 1,042
Asset management 52 72
Development expenses (26)(15)
Total 1,335 1,099
US operations
New business 5(b) 293 285
Business in force 6 293 342
Long-term business 586 627
Broker-dealer and asset management 10 13
Curian (3)(5)
Total 593 635
UK operations
New business 5(b) 273 277
Business in force 6 764 578
Long-term business 1,037 855
General insurance commission 44 4
Total UK insurance operations 1,081 859
M&G 286 254
Total 1,367 1,113
Other income and expenditure
Investment return and other income 7 47 49
Interest payable on core structural borrowings (172)(168)
Corporate expenditure:
Group Head Office (GHO) (130)(129)
Asia Regional Head Office (41)(38)
Charge for share-based payments for Prudential schemes (6)(11)
Total (302)(297)
Restructuring costs† 8 (32)(20)
Operating profit from continuing operations based on longer-term investment returns 2,961 2,530
Analysed as profits (losses) from:
New business 5(b) 1,307 1,205
Business in force 6 1,625 1,319
Long-term business 2,932 2,524
Asset management 345 334
Other results (316)(328)
Total 2,961 2,530
*EEV basis operating profit from continuing operations based on longer-term investment returns excludes short-term fluctuations in investment returns, the mark to market value movements on core borrowings, the shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes and the effect of changes in economic assumptions and changes in the time value of cost of options and guarantees arising from changes in economic factors. The amounts for these items are included in total EEV profit attributable to shareholders. The directors believe that operating profit, as adjusted for these items, better reflects underlying performance. Profit before tax and basic earnings
per share include these items together with actual investment returns. This basis of presentation has been adopted consistently throughout this supplementary information.
†Restructuring costs comprise the charge of £28 million recognised on an IFRS basis and an additional £4 million recognised on the EEV basis for the shareholders’ share of costs incurred by the PAC with-profits fund.
The results for continuing operations shown above exclude those in respect of discontinued banking operations, which were sold on 1 May 2007. In addition, there have been some minor adjustments to 2007 comparatives, as detailed in notes 4f, 5 and 20.
318 Prudential plc Annual Report 2008
Summarised consolidated income statement – EEV basis
Year ended 31 December 2008
Note 2008 £m 2007 £m
Operating profit from continuing operations based on longer-term investment returns
Asian operations 1,335 1,099
US operations 593 635
UK operations:
UK insurance operations 1,081 859
M&G 286 254
1,367 1,113
Other income and expenditure (302) (297)
Restructuring costs 8 (32) (20)
Operating profit from continuing operations based on longer-term investment returns 2,961 2,530
Short-term fluctuations in investment returns 9 (5,127) 174
Mark to market value movements on core borrowings 10 656 223
Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes 11 (15) (5)
Effect of changes in economic assumptions and time value of cost of options and guarantees 12 (581) 748
(Loss) profit from continuing operations before tax (including actual investment returns) (2,106) 3,670
Tax attributable to shareholders’ (loss) profit 13 771 (927)
(Loss) profit from continuing operations for the financial year after tax before minority interests (1,335) 2,743
Discontinued operations (net of tax) – 241
(Loss) profit for the year (1,335) 2,984
Attributable to:
Equity holders of the Company (1,338) 2,963
Minority interests 3 21
(Loss) profit for the year (1,335) 2,984
Earnings per share (in pence) – EEV basis
Year ended 31 December 2008
Note 2008 2007
Continuing operations
From operating profit based on longer-term investment returns, after related tax
and minority interests of £2,191m (2007: £1,821m) 14 88.6p 74.5p
Based on (loss) profit from continuing operations after tax and minority interests
of £(1,338)m (2007: £2,722m) 14 (54.1)p 111.3p
Discontinued operations
Based on profit from discontinued operations after tax and minority interests – 9.9p
Total – based on (loss) profit for the year after tax and minority interests
of £(1,338)m (2007: £2,963m) (54.1)p 121.2p
Average number of shares (millions) 2,472 2,445
Dividends per share (in pence)
Year ended 31 December 2008
2008 2007
Dividends relating to the reporting period:
Interim dividend (2008 and 2007) 5.99p 5.70p
Final dividend (2008 and 2007) 12.91p 12.30p
Total 18.90p 18.00p
Dividends declared and paid in the reporting period:
Current year interim dividend 5.99p 5.70p
Final dividend for prior year 12.30p 11.72p
Total 18.29p 17.42p
319
Financial statements EEV
European Embedded Value (EEV) basis supplementary information Year ended 31 December 2008 continued
Movement in shareholders’ equity (excluding minority interests) – EEV basis
Year ended 31 December 2008
Note 2008 £m 2007 £m
(Loss) profit for the year attributable to equity shareholders (1,338) 2,963
Items taken directly to equity:
Exchange movements 4(h) 2,010 64
Unrealised valuation movements on securities classified as available-for-sale
of discontinued banking operations – (2)
Movement on cash flow hedges – (3)
Related tax 119 3
Dividends (453) (426)
New share capital subscribed 170 182
Reserve movements in respect of share-based payments 18 18
Treasury shares:
Movement in own shares in respect of share-based payment plans 3 7
Movement on Prudential plc shares purchased by unit trusts consolidated under IFRS (25) 4
Mark to market value movements on Jackson assets backing surplus and required capital (148) (13)
Net increase in shareholders’ equity 16 356 2,797
Shareholders’ equity at beginning of year (excluding minority interests)
As previously reported 14,779 11,883
Effect of adoption of principles of IFRIC 14 for accounting for pension schemes 20 (179) (80)
After adoption of IFRIC 14 14,600 11,803
Shareholders’ equity at end of year (excluding minority interests) 15,16 14,956 14,600
Comprising:
Asian operations:
Net assets 5,431 3,837
Acquired goodwill 172 172
5,603 4,009
US operations 4,453 3,686
UK operations:
Insurance business 4,919 6,497
M&G:
Net assets 147 271
Acquired goodwill 1,153 1,153
6,219 7,921
Other operations:
Holding company net borrowings at market value 15 (818) (873)
Other net liabilities (501) (143)
Shareholders’ equity at end of year (excluding minority interests) 15,16 14,956 14,600
Representing:
Long-term business operations 14,522 13,828
Other operations 434 772
14,956 14,600
Net asset value per share
Based on EEV basis shareholders’ equity of £14,956m (2007: £14,600m) (in pence) 599p 591p
Number of issued shares at year end (millions) 2,497 2,470
Return on embedded value* 15.0% 15.4%
*Return on embedded value is based on EEV operating profit from continuing operations after tax and minority interests as a percentage of opening EEV basis shareholders’ equity.
320 Prudential plc Annual Report 2008
Summarised consolidated balance sheet – EEV basis
31 December 2008
Note 2008 £m 2007 £m
Total assets less liabilities, excluding insurance funds 186,209 195,596
Less insurance funds:*
Policyholder liabilities (net of reinsurers’ share) and unallocated surplus of with-profits funds (181,151) (189,534)
Less shareholders’ accrued interest in the long-term business 9,898 8,538
(171,253) (180,996)
Total net assets 16 14,956 14,600
Share capital 125 123
Share premium 1,840 1,828
IFRS basis shareholders’ reserves 3,093 4,111
Total IFRS basis shareholders’ equity 5,058 6,062
Additional EEV basis retained profit 9,898 8,538
Shareholders’ equity (excluding minority interests) 16 14,956 14,600
The supplementary information on pages 318 to 356 was approved by the Board of directors on 18 March 2009.
Harvey McGrath Mark Tucker Tidjane Thiam
Chairman Group Chief Executive Chief Financial Officer
321
Financial statements EEV
Notes on the EEV basis supplementary information
1 Basis of preparation
The EEV basis results have been prepared in accordance with the EEV Principles issued by the CFO Forum of European Insurance Companies in May 2004 and expanded by the Additional Guidance on EEV Disclosures published in October 2005. Where appropriate the EEV basis results include the effects of adoption of International Financial Reporting Standards (IFRS).
The EEV results for the Group are prepared for ‘covered business’, as defined by the EEV Principles. Covered business represents the Group’s long-term insurance business for which the value of new and in-force contracts is attributable to shareholders. The EEV basis results for the Group’s covered business are then combined with the IFRS basis results of the Group’s other operations.
The definition of long-term business operations is consistent with previous practice and comprises those contracts falling under the definition of long-term insurance business for regulatory purposes together with, for US operations, contracts that are in substance the same as guaranteed investment contracts (GICs) but do not fall within the technical definition. Under the EEV Principles, the results for covered business incorporate the projected margins of attaching internal asset management.
With two principal exceptions, covered business comprises the Group’s long-term business operations. The principal exceptions are for the closed Scottish Amicable Insurance Fund (SAIF) and for the presentational treatment of the financial position of two of the Group’s defined benefit pension schemes. A very small amount of UK group pensions business is also not modelled for EEV reporting purposes.
SAIF is a ring-fenced sub-fund of the Prudential Assurance Company (PAC) long-term fund, established by a Court approved Scheme of Arrangement in October 1997. SAIF is closed to new business and the assets and liabilities of the fund are wholly attributable to the policyholders of the fund.
As regards the Group’s defined benefit pension schemes, the liabilities attaching to the Prudential Staff Pension Scheme (PSPS) and Scottish Amicable Pension Scheme are excluded from the EEV value of UK operations and included in the total for Other operations. The amounts are partially attributable to the PAC with-profits fund and shareholder-backed long-term business and partially to other parts of the Group. In addition to the amounts recognised as attributable to shareholders under IFRS basis, a 10 per cent share of the amount attributable to the PAC with-profits fund is recognised for EEV reporting purposes.
The directors are responsible for the preparation of the supplementary information in accordance with the EEV Principles.
2 Methodology
a Embedded value
Overview
The embedded value is the present value of the shareholders’ interest in the earnings distributable from assets allocated to covered business after sufficient allowance has been made for the aggregate risks in that business. The shareholders’ interest in the Group’s long-term business comprises:
• present value of future shareholder cash flows from in-force covered business (value of in-force business), less a deduction for the cost of locked-in (encumbered) capital; • locked-in (encumbered) capital; and • shareholders’ net worth in excess of encumbered capital (free surplus).
The value of future new business is excluded from the embedded value.
Notwithstanding the basis of presentation of results (as explained in note 6) no smoothing of market or account balance values, unrealised gains or investment return is applied in determining the embedded value or profit before tax. Separately, the analysis of profit is delineated between operating profit based on longer-term investment returns and other constituent items, as explained in note 4.
Valuation of new business
The contribution from new business represents profits determined by applying non-economic assumptions as at the end of the year.
In determining the new business contribution for UK immediate annuity and lifetime mortgage business, which is interest rate sensitive, it is appropriate to use point of sale economic assumptions, consistent with how the business is priced. For other business within the Group end of period economic assumptions are used.
Valuation movements on investments
With the exception of debt securities held by Jackson, investment gains and losses during the period (to the extent that changes in capital values do not directly match changes in liabilities) are included directly in the profit for the period and shareholders’ funds as they arise.
The results for any covered business conceptually reflects the aggregate of the IFRS results and the movements on the additional shareholders’ interest recognised on the EEV basis. Thus the start point for the calculation of the EEV results for Jackson, as for other businesses, reflects the market value movements recognised on the IFRS basis.
322 Prudential plc Annual Report 2008
However, in determining the movements on the additional shareholders’ interest, the basis for calculating the Jackson EEV result acknowledges that for debt securities backing liabilities the aggregate EEV results reflect the fact that the value of in-force business instead incorporates the discounted value of future spread earnings. This value is not affected generally by short-term market movements on securities that are broadly speaking held with the intent and ability to be retained for the longer term.
Fixed income securities backing the free surplus and required capital for Jackson are accounted for at fair value. However, consistent with the treatment applied under IFRS for securities classified as available-for-sale, movements in unrealised appreciation on these securities are accounted for in equity rather than in the income statement, as shown in the movement in shareholders’ equity.
Value of in-force business
The embedded value results are prepared incorporating best estimate assumptions about all relevant factors including levels of future investment returns, expenses, persistency and mortality. These assumptions are used to project future cash flows. The present value of the future cash flows is then calculated using a discount rate which reflects both the time value of money and the non-diversifiable risks associated with the cash flows that are not otherwise allowed for.
The total profit that emerges over the lifetime of an individual contract as calculated using the embedded value basis is the same as that calculated under the IFRS basis. Since the embedded value basis reflects discounted future cash flows, under this methodology the profit emergence is advanced thus more closely aligning the timing of the recognition of profits with the efforts and risks of current management actions, particularly with regard to business sold during the year.
Cost of capital
A charge is deducted from the embedded value for the cost of capital supporting the Group’s long-term business. This capital is referred to as encumbered capital. The cost is the difference between the nominal value of the capital and the discounted value of the projected releases of this capital allowing for investment earnings (net of tax) on the capital.
The annual result is affected by the movement in this cost from year to year which comprises a charge against new business profit and generally a release in respect of the reduction in capital requirements for business in force as this runs off.
Where capital is held within a with-profits long-term fund, the value placed on surplus assets in this fund is already discounted to reflect their release over time and no further adjustment is necessary in respect of encumbered capital. However, where business is funded directly by shareholders, the capital requires adjustment to reflect the cost of that capital to shareholders.
Financial options and guarantees
Nature of options and guarantees in Prudential’s long-term business
Asian operations
Subject to local market circumstances and regulatory requirements, the guarantee features described below in respect of UK business broadly apply to similar types of participating contracts principally written in the PAC Hong Kong branch, Singapore and Malaysia. Participating products have both guaranteed and non-guaranteed elements.
Non-participating long-term products are the only ones where the insurer is contractually obliged to provide guarantees on all benefits. The most significant book of non-participating business in the Group’s Asian operations is Taiwan’s whole of life contracts. For these contracts there are floor levels of policyholder benefits that accrue at rates set at inception by reference to minimum returns established by local regulation. These rates do not vary subsequently with market conditions. Under these contracts the cost of premiums are also fixed at inception based on a number of assumptions at that time, including long-term interest rates, mortality assumptions and expenses. The guaranteed maturity and surrender values reflect the pricing basis. On 20 February 2009, the Company announced that it had agreed to transfer the agency business of the Taiwan Life business to China Life, as detailed in note 21.
US operations (Jackson)
The principal options and guarantees in Jackson are associated with the fixed annuity and Variable Annuity (VA) lines of business. Fixed annuities provide that, at Jackson’s discretion, it may reset the interest rate credited to policyholders’ accounts, subject to a guaranteed minimum. The guaranteed minimum return varies from 1.5 per cent to 5.5 per cent (2007: 1.5 per cent to 5.5 per cent), depending on the particular product, jurisdiction where issued, and date of issue. At 31 December 2008, 83 per cent (2007: 80 per cent) of the fund relates to policies with guarantees of three per cent or less. The average guarantee rate is 3.0 per cent (2007: 3.1 per cent).
Fixed annuities also present a risk that policyholders will exercise their option to surrender their contracts in periods of rapidly rising interest rates, possibly requiring Jackson to liquidate assets at an inopportune time.
Jackson issues VA contracts where it contractually guarantees to the contract holder either a) return of no less than total deposits made to the contract adjusted for any partial withdrawals, b) total deposits made to the contract adjusted for any partial withdrawals plus a minimum return, or c) the highest contract value on a specified anniversary date adjusted for any withdrawals following the contract anniversary. These guarantees include benefits that are payable in the event of death (guaranteed minimum death benefit (GMDB)), annuitisation (guaranteed minimum income benefit (GMIB)), or at specified dates during the accumulation period (guaranteed minimum withdrawal benefit (GMWB) and guaranteed minimum accumulation benefit (GMAB)). Jackson hedges these risks using equity options and futures contracts.
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These guarantees generally protect the policyholder’s value in the event of poor equity market performance.
Jackson also issues fixed index annuities that enable policyholders to obtain a portion of an equity-linked return while providing a guaranteed minimum return. The guaranteed minimum returns would be of a similar nature to those described above for fixed annuities.
UK insurance operations
The only significant financial options and guarantees in the UK insurance operations arise in the with-profits fund and SAIF. With-profits products provide returns to policyholders through bonuses that are smoothed. There are two types of bonuses: annual and final. Annual bonuses are declared once a year and, once credited, are guaranteed in accordance with the terms of the particular product. Unlike annual bonuses, final bonuses are guaranteed only until the next bonus declaration. The with-profits fund held a provision on the Pillar I Peak 2 basis of £42 million (2007: £45 million) at 31 December 2008 to honour guarantees on a small amount of guaranteed annuity option products.
Beyond the generic features and the provisions held in respect of guaranteed annuities described above, there are very few explicit options or guarantees of the with-profits fund such as minimum investment returns, surrender values, or annuity values at retirement and any granted have generally been at very low levels.
The Group’s main exposure to guaranteed annuity options in the UK is through SAIF and a provision on the Pillar I Peak 2 basis of £391 million (2007: £563 million) was held in SAIF at 31 December 2008 to honour the guarantees.
Time value
The value of financial options and guarantees comprises two parts. One is given by a deterministic valuation on best estimate assumptions (the intrinsic value). The other part arises from the variability of economic outcomes in the future (the time value).
Where appropriate, a full stochastic valuation has been undertaken to determine the value of the in-force business including the cost of capital. A deterministic valuation of the in-force business is also derived using consistent assumptions and the time value of the financial options and guarantees is derived as the difference between the two.
The economic assumptions used for the stochastic calculations are consistent with those used for the deterministic calculations. Assumptions specific to the stochastic calculations such as equity volatility and credit losses reflect local market conditions and are based on a combination of actual market data, historic market data and an assessment of long-term economic conditions. Common principles have been adopted across the Group for the stochastic asset models, for example, separate modelling of individual asset classes but with an allowance for correlation between the various asset classes. Details of the key characteristics of each model are given in note 3.
b Level of encumbered capital
In adopting the EEV Principles, Prudential has based encumbered capital on its internal targets for economic capital subject to it being at least the local statutory minimum requirements. Economic capital is assessed using internal models but, when applying the EEV Principles, Prudential does not take credit for the significant diversification benefits that exist within the Group. For with-profits business written in a segregated life fund, as is the case in Asia and the UK, the capital available in the fund is sufficient to meet the encumbered capital requirements. For shareholder-backed business the following capital requirements apply:
• Asian operations: the economic capital requirement is substantially higher than local statutory requirements in total. Economic capital requirements vary by territory, but in aggregate, the encumbered capital is broadly equivalent to the amount required under the Insurance Groups Directive (IGD);
• US operations: the level of encumbered capital has been set to an amount at least equal to 235 per cent of the risk-based capital required by the National Association of Insurance Commissioners (NAIC) at the Company Action Level (CAL), which is sufficient to meet the economic capital requirement; and
• UK insurance operations: the economic capital requirements for annuity business are fully met by Pillar I requirements being four per cent of mathematical reserves, which are also sufficient to meet Pillar II requirements. For unit-linked and other shareholder-backed business the encumbered capital held reflects the statutory minimum Pillar I requirement, as required by the UK regulatory authorities.
c Risk discount rates
Overview
Under the EEV Principles, discount rates used to determine the present value of future cash flows are set equal to risk-free rates plus a risk margin. The risk margin should reflect any non-diversifiable risk
associated with the emergence of distributable earnings that is not allowed for elsewhere in the valuation. Prudential has selected a granular approach to better reflect differences in market risk inherent in each product group. The risk discount rate so derived does not reflect a market beta but instead reflects the expected volatility associated with the cash flows in the embedded value model.
Since financial options and guarantees are explicitly valued under the EEV methodology, discount rates under EEV are set excluding the effect of these product features.
324 Prudential plc Annual Report 2008
As Prudential’s UK shareholder-backed annuity business is predominantly backed by fixed interest securities, the beta methodology described above is not appropriate. We have therefore used a market consistent embedded value (MCEV) approach to derive an implied risk discount rate which is then applied to the projected cash flows.
In the annuity MCEV calculations, the future cash flows were discounted using the gilt yield curve plus 252 basis points (2007: 84 basis points) for fixed annuities and 120 basis points (2007: 24 basis points) for inflation-linked annuities. The 252 basis points and 120 basis points for 2008 were based on our assessment of the liquidity premium available in the yield on the assets backing the annuity liabilities.
Allowance for risk
The risk allowance in the risk discount rate is determined as follows:
Market risk
Under the Capital Asset Pricing Methodology (CAPM) the discount rate is determined as: Discount rate = risk-free rate + (beta x equity risk premium) Under CAPM, the beta of a portfolio or product measures its relative market risk.
The risk discount rates reflect the market risk inherent in each product group and hence the volatility of product cash flows. They are determined by considering how the profits from each product are affected by changes in expected returns on various asset classes. By converting this into a relative rate of return it is possible to derive a product specific beta.
Product level betas are calculated each year. They are combined with the most recent product mix to produce appropriate betas and risk discount rates for each major product grouping.
CAPM does not include any allowance for non-market risks since these are assumed to be fully diversifiable. For EEV purposes, however, a risk margin is added for non-diversifiable non-market risks and to cover Group level risks.
Diversifiable non-market risks
No allowance is required for non-market risks where these are assumed to be fully diversifiable. The majority of non-market risks are considered to be diversifiable.
Non-diversifiable, non-market risks
Finance theory cannot be used to determine the appropriate component of beta for non-diversifiable non-market risks since there is no observable risk premium associated with it that is akin to the equity risk premium. Recognising this, a pragmatic approach has been used.
Except for UK shareholder-backed annuity business, a constant margin of 50 basis points (2007: 50 basis points) has been added to the risk margin derived for market risk to cover the non-diversifiable non-market risks associated with the business. For UK shareholder-backed annuity business, a margin of 100 basis points was used (2007: 100 basis points).
d Management actions
In deriving the time value of financial options and guarantees, management actions in response to emerging investment and fund solvency conditions have been modelled. Management actions encompass, but are not confined to, the following areas:
• investment allocation decisions;
• levels of reversionary bonuses and credited rates; and • total claim values.
Bonus rates are projected from current levels and varied in accordance with assumed management actions applying in the emerging investment and fund solvency conditions.
In all instances, the modelled actions are in accordance with approved local practice and therefore reflect the options actually available to management. For the PAC with-profits fund, the actions assumed are consistent with those set out in the Principles and Practices of Financial Management.
e With-profits business and the treatment of the estate
For the PAC with-profits fund, the shareholders’ interest in the estate is derived by increasing final bonus rates so as to exhaust the estate over the lifetime of the in-force with-profits business. In those few extreme scenarios where the total assets of the life fund are insufficient to meet policyholder claims in full, the excess cost is fully attributed to shareholders.
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f Pension costs
The Group operates three defined benefit schemes in the UK. The principal scheme is the Prudential Staff Pension Scheme (PSPS). The other two, much smaller, schemes are the Scottish Amicable and M&G schemes. There is also a small scheme in Taiwan.
Under IFRS the surpluses or deficits attaching to these schemes are accounted for in accordance with the provisions of IAS 19 that effectively apply the principles of IFRIC 14, which was adopted in 2008 providing guidance on assessing the limit in IAS 19 on the amount of surplus in a defined benefit pension scheme that can be recognised as an asset.
For PSPS the surplus or deficit at the reporting date is allocated between the PAC with-profits fund and shareholder-backed operations by reference to the activities of the members of the scheme during their period of service. At 31 December 2005, the deficit of PSPS was apportioned in the ratio 70/30 between the with-profits fund and shareholder-backed operations following detailed consideration of the sourcing of previous contributions. This ratio was applied to the base deficit position at
1 January 2006 for the purposes of determining the allocation of the movement in that position up to 31 December 2008.
Under the EEV basis the IAS 19 basis surpluses (to the extent not restricted under IFRIC 14) or deficits are initially allocated in the same manner. The shareholders’ 10 per cent interest in the PAC with-profits fund estate is determined after inclusion of the portion of the IAS 19 basis surpluses or deficits attributable to the fund. Adjustments under EEV in respect of accounting for surpluses or deficits on defined benefit schemes are reflected as part of ‘Other operations’, as shown in note 15.
Separately, the projected cash flows of in-force covered business include contributions to the defined benefit schemes for future service based on the contribution basis applying to the schemes at the time of the preparation of the results.
g Debt capital
Core structural debt liabilities are carried at market value.
3 Assumptions
a Best estimate assumptions
Best estimate assumptions are used for the cash flow projections, where best estimate is defined as the mean of the distribution of future possible outcomes. The assumptions are reviewed actively and changes are made when evidence exists that material changes in future experience are reasonably certain.
Assumptions required in the calculation of the value of options and guarantees, for example relating to volatilities and correlations, or dynamic algorithms linking liabilities to assets, have been set equal to the best estimates and, wherever material and practical, reflect any dynamic relationships between the assumptions and the stochastic variables.
b Principal economic assumptions
Deterministic assumptions
In most countries, the long-term expected rates of return on investments and risk discount rates are set by reference to period end rates of return on cash or fixed interest securities. For the Group’s Asian operations, the active basis is appropriate for business written in Japan, Korea and US dollar denominated business written in Hong Kong. Except in respect of the projected returns of holdings of Asian debt and equity securities for those countries where long-term fixed interest markets are less established, the ‘active’ basis of assumption setting has been applied in preparing the results of all the Group’s US and UK long-term business operations.
For countries where long-term fixed interest markets are less established, investment return assumptions and risk discount rates are based on an assessment of longer-term economic conditions. Except for the countries listed above, this basis is appropriate for the Group’s Asian operations. Similarly, the projected returns on holdings of Asian securities in these territories by other Group businesses are set on the same basis.
Expected returns on equity and property asset classes in respect of each territory are derived by adding a risk premium, also based on the long-term view of Prudential’s economists, to the risk-free rate. In Asia, equity risk premiums range from 3.0 per cent to 7.0 per cent (2007: 3.0 per cent to 6.0 per cent). In the US and the UK, the equity risk premium is 4.0 per cent above risk-free rates for both 2008 and 2007.
Assumed investment returns reflect the expected future returns on the assets held and allocated to the covered business at the valuation date.
326 Prudential plc Annual Report 2008
The tables below summarise the principal financial assumptions:
31 Dec 2008 % 31 Dec 2007 %
China Hong Kong India Indonesia Japan Korea China Hong Kong India Indonesia Japan Korea
Asian operations notes iii,iv,v notes iii,iv,v
Risk discount rate:
New business 11.75 3.8 14.25 15.25 4.8 8.2 11.75 5.7 15.75 16.75 5.1 9.7
In force 11.75 3.9 14.25 15.25 4.8 8.2 11.75 6.0 15.75 16.75 5.1 9.7
Expected long-term
rate of inflation 4.0 2.25 5.0 6.0 0.7 2.75 4.0 2.25 5.0 6.0 0.0 2.75
Government bond
yield 8.25 2.3 9.25 10.25 1.6 4.3 8.25 4.1 9.25 10.25 2.0 5.8
31 Dec 2008 % 31 Dec 2007 %
Malaysia Philippines Singapore Taiwan Thailand Vietnam Malaysia Philippines Singapore Taiwan Thailand Vietnam
Asian operations notes iv,v notes iv,v notes ii,v notes iv,v notes iv,v notes ii,v
Risk discount rate:
New business 9.1 15.75 6.15 9.1 13.0 16.75 9.3 15.75 6.4 9.1 13.0 16.75
In force 9.0 15.75 6.85 9.7 13.0 16.75 9.1 15.75 6.8 9.8 13.0 16.75
Expected long-term
rate of inflation 2.75 5.0 1.75 2.25 3.0 6.0 2.75 5.0 1.75 2.25 3.0 6.0
Government bond
yield 6.5 9.25 4.25 5.5 6.75 10.25 6.5 9.25 4.25 5.5 6.75 10.25
2008 £m 31 Dec 2008 % 31 Dec 2007 %
Asia total Asia total
Weighted risk discount rate: note i
New business 8.8 9.5
In force 7.8 8.7
Notes i The weighted risk discount rates for Asian operations shown above have been determined by weighting each country’s risk discount rates by reference to the EEV basis operating result for new business and the closing value of in-force business. ii For traditional business in Taiwan, the economic scenarios used to calculate the 2008 and 2007 EEV basis results reflect the assumption of a phased progression of the bond yields from the current rates applying to the assets held to the long-term expected rates.
For 2008 the projections assume that in the average scenario, the current bond yields at 31 December 2008 of 1.4 per cent trend towards 5.5 per cent at 31 December 2018. This compares to the 2007 results for which the projections assume that in the average scenario, the current bond yields at 31 December 2007 of around 2.5 per cent trend towards 5.5 per cent at 31 December 2013.
The expected long-term rate is a function of expectation of inflation and real rates of interest, on which the Company has taken external expert advice. It is considered that the outlook for long-term interest rates in Asia will be strongly influenced by the trend in the projection of comparable US long-term real interest rates. Consequently, assessment of the expected rates for Taiwan has taken into account the structural factors of government borrowing, savings rates, short-term interest rates, government intervention and non-market influences that could affect Taiwanese real interest rates over the projection period. Together with a central inflation projection for Taiwan, the Company considers that the long-term rate of 5.5 per cent is appropriate in the longer-term.
In projecting forward the Fund Earned Rate, allowance is made for the mix of assets in the fund, future investment strategy, and further market value depreciation of bonds held as a result of assumed future yield increases. These factors, together with the assumption of the phased progression in bond yields, give rise to an average assumed Fund Earned Rate that changes from 6.6 per cent for 2008 to 6.7 per cent for 2019. The assumed Fund Earned Rate falls to 3.35 per cent in 2009 and subsequently to 1.2 per cent in 2010, then increases to 5.15 per cent by 2018. Thereafter, the assumed Fund Earned Rate fluctuates around a target of 6.7 per cent. This projection compares with that applied for the 2007 results of a grading from an assumed rate of 0.5 per cent for 2007 to 6.4 per cent for 2014.
Consistent with the EEV methodology applied, a constant discount rate has been applied to the projected cash flows.
On 20 February 2009, the Company announced that it had agreed to transfer the agency business of the Taiwan Life business to China Life. Further details are given in note 21. iii The assumptions shown are for US dollar denominated business which comprises the largest proportion of the in-force Hong Kong business. iv The mean equity return assumptions for the most significant equity holdings in the Asian operations were:
31 Dec 2008 31 Dec 2007
% %
Hong Kong 6.2 8.1 Malaysia 12.5 12.5 Singapore 10.2 9.3
To obtain the mean, an average over all simulations of the accumulated return at the end of the projection period is calculated. The annual average return is then calculated by taking the root of the average accumulated return minus 1. v For 2008 and 2007, cash rates rather than government bond yields were used in setting the risk discount rates for Malaysia, Singapore, Taiwan and for Hong Kong dollar denominated business.
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US operations (Jackson)note ii 31 Dec 2008 % 31 Dec 2007 %
Risk discount rate:note i
New business 4.6 7.0
In force 3.9 6.0
Expected long-term spread between earned rate and rate credited to policyholders
for single premium deferred annuity business 1.75 1.75
US 10-year treasury bond rate at end of period 2.3 4.1
Pre-tax expected long-term nominal rate of return for US equities 6.3 8.1
Expected long-term rate of inflation 1.5 2.4
Notes i The risk discount rates at 31 December 2008 for new business and business in-force for US operations reflect weighted rates based on underlying rates of 6.2 per cent for variable annuity (VA) business and 3.0 per cent for other business. The decrease in the weighted discount rates reflects the decrease in the US 10-year treasury bond rate of 180 bps and a change in the product mix with the 2008 results seeing an increase in the proportion of new and in-force business arising from other than VA business. ii Credit risk treatment The projected cash flows incorporate the expected long-term spread between the earned rate and the rate credited to policyholders. The projected earned rates reflect book value yields which are adjusted over time to reflect projected reinvestment rates. The expected spread incorporates a Risk Margin Reserve (RMR) allowance of 25 basis points for longer-term defaults as described in note 4b.
In the event that longer-term default levels are higher then, unlike for UK annuity business where policyholder benefits are not changeable, Jackson has some discretion to adjust crediting rates, subject to contract guarantee levels and general market competition considerations.
The results for Jackson reflect the application of the low discount rates shown above. In the event that US 10-year treasury rates increase, the altered embedded value results would reflect a lower contribution from fixed annuity business and a partially offsetting increase for variable annuity business as the projected earned rate, as well as the discount rate, would increase for this type of business.
The book value yields, net of RMR allowance, are in excess of the risk discount rate. To correct for the anomalous effect that would otherwise occur no credit has been taken for the cost of capital benefit that this feature would give rise to for fixed annuity business.
UK insurance operationsnote iv 31 Dec 2008 % 31 Dec 2007 %
Shareholder-backed annuity business:
Risk discount rate:note i
New business 9.6 7.8
In force 12.0 7.8
Pre-tax expected long-term nominal rate of return for shareholder-backed annuity business:note iii
Fixed annuities 6.4 to 6.7 5.4 to 5.6
Inflation-linked annuities 5.7 to 5.8 5.0 to 5.2
Other business:
Risk discount rate:notes ii, iv
New business 6.7 7.0
In force 6.75 7.9
Pre-tax expected long-term nominal rates of investment return:
UK equities 7.7 8.55
Overseas equities 6.3 to 10.25 8.1 to 10.2
Property 6.0 6.8
Gilts 3.7 4.55
Corporate bonds – with-profits funds note v 5.2 6.0
– other business 5.2 6.25
Expected long-term rate of inflation 3.0 3.2
Post-tax expected long-term nominal rate of return for the PAC with-profits fund:
Pension business (where no tax applies) 6.6 7.85
Life business 5.8 6.9
Notes i The new business risk discount rate for shareholder-backed annuity business for 2008 reflects the assets allocated to back new business with an allowance for credit risk based on point of sale market conditions, consistent with how the business was priced. The allowance for credit risk for new business at point of sale is determined using the same methodology for in-force business described in note (iv) below. ii The risk discount rates for new business and business in force for UK insurance operations other than shareholder-backed annuities reflect weighted rates based on the type of business.
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iii The pre-tax rates of return for shareholder-backed annuity business are based on the gross redemption yield on the backing assets net of a best estimate allowance for future defaults. iv Credit spread treatment For with-profits business, the embedded value reflects the discounted value of future shareholder transfers. These transfers are directly affected by the level of projected rates of return on investments, including debt securities. Given the current exceptional fixed interest market conditions, and the Company’s expectation that the widening of credit spreads observed in 2008 will not be maintained, the Company considers that it is most appropriate to assume an unchanged level of credit spreads, an unchanged level of longer-term default allowance and an unchanged risk discount rate methodology relative to those used at 31 December 2007.
For UK annuity business, different dynamics apply both in terms of the nature of the business and the EEV methodology applied. For this type of business the assets are generally held to maturity to match long duration liabilities. It is therefore appropriate under EEV methodology to include a liquidity premium in the economic basis used. The appropriate EEV risk discount rate is set in order to equate the EEV with a ‘market consistent embedded value’ including liquidity premium. The liquidity premium is derived from the yield on the assets held after deducting an appropriate allowance for credit risk. For Prudential Retirement Income Limited (PRIL), which has approximately 90 per cent of UK shareholder-backed annuity business, the allowance for credit risk at 31 December 2008 is made up of: a 16 bps for fixed annuities and 13 bps for inflation-linked annuities in respect of long-term expected defaults; this is derived by applying Moody’s data from 1970 onwards uplifted by between 100 per cent (B) and 200 per cent (AAA) according to credit rating, to the asset portfolios. b 11 bps for fixed annuities and 9 bps for inflation-linked annuities in respect of long-term credit risk premium for the potential volatility in default levels; this is derived by applying the 95th worst percentile from Moody’s data from 1970 onwards, to the asset portfolios. c 56 bps for fixed annuities and 48 bps for inflation-linked annuities in respect of additional short-term credit risk, reflecting the extreme market conditions at 31 December 2008; this is derived as 25 per cent of the increase in credit spreads over swaps that has occurred since
31 December 2006 based on a set of externally published indices weighted to reflect the asset mix.
On a weighted basis for fixed annuities and inflation-linked annuities the allowance is 15 bps for long-term expected defaults, 11 bps for long-term credit risk premium, and 54 bps for short-term credit risk.
Pillar I reserves are calculated using a similar allowance for credit risk. For EEV reporting the allowance for short-term credit risk is assumed to be released gradually over the five year period following the valuation date.
The Pillar I allowance of 80 bps per annum is financially equivalent to 185 bps for the years 2009 to 2011 and 45 bps thereafter for the life of the book. The overall allowance for credit risk is prudent by comparison with historic rates of default and would be sufficient to withstand a wide range of extreme credit events over the expected lifetime of the annuity business.
The risk discount rate for new business profits reflects the assets allocated to back new business and an allowance for credit risk based on point of sale market conditions, consistent with how the business was priced. The allowance for credit risk at the point of sale is determined using the same methodology for in-force business. In both cases, the allowance for credit risk included in setting the discount rate reflects the three constituent elements of long-term expected defaults, long-term credit risk premiums, and additional short-term credit risk. v The assumed long-term rate for corporate bonds for 2007 for with-profits business was determined after taking account of the purchase of credit default swaps.
Stochastic assumptions
The economic assumptions used for the stochastic calculations are consistent with those used for the deterministic calculations described above. Assumptions specific to the stochastic calculations, such as the volatilities of asset returns, reflect local market conditions and are based on a combination of actual market data, historic market data and an assessment of longer-term economic conditions. Common principles have been adopted across the Group for the stochastic asset models, for example, separate modelling of individual asset classes but with allowance for correlation between the various asset classes.
Details are given below of the key characteristics and calibrations of each model.
Asian operations
The same asset return models as used in the UK, appropriately calibrated, have been used for the Asian operations as described for UK insurance operations below. The principal asset classes are government and corporate bonds. Equity holdings are much lower than in the UK whilst property holdings do not represent a significant investment asset.
The stochastic cost of guarantees is primarily only of significance for the Hong Kong, Malaysia, Singapore and Taiwan operations.
The mean stochastic returns are consistent with the mean deterministic returns for each country. The expected volatility of equity returns for 2008 ranges from 18 per cent to 30 per cent (2007: 18 per cent to 25 per cent), and the volatility of government bond yields ranges from 1.4 per cent to 2.4 per cent (2007: 1.3 per cent to 2.5 per cent).
US operations (Jackson)
• Interest rates are projected using a log-normal generator calibrated to actual market data;
• Corporate bond returns are based on Treasury securities plus a spread that has been calibrated to current market conditions and varies by credit quality; and
• Variable annuity equity and bond returns have been stochastically generated using a log-normal model with parameters determined by reference to historical data. The volatility of equity fund returns for both 2008 and 2007 ranges from 18.6 per cent to 28.1 per cent, depending on risk class, and the standard deviation of bond returns ranges from 1.5 per cent to 1.6 per cent (2007: 1.4 per cent to 1.7 per cent).
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UK insurance operations
• Interest rates are projected using a two-factor model calibrated to actual market data;
• The risk premium on equity assets is assumed to follow a log-normal distribution;
• The corporate bond return is calculated as the return on a zero-coupon bond plus a spread. The spread process is a mean reverting stochastic process; and
• Property returns are modelled in a similar fashion to corporate bonds, namely as the return on a riskless bond, plus a risk premium, plus a process representative of the change in residual values and the change in value of the call option on rents.
Mean returns have been derived as the annualised arithmetic average return across all simulations and durations.
For each projection year, standard deviations have been calculated by taking the square root of the annualised variance of the returns over all the simulations. These have been averaged over all durations in the projection. For equity and property, the standard deviations relate to the total return on these assets. The standard deviations applied to both 2008 and 2007 are as follows:
Equities:
UK 18.0
Overseas 16.0
Property 15.0
c Demographic assumptions
Persistency, mortality and morbidity assumptions are based on an analysis of recent experience but also reflect expected future experience. Where relevant, when calculating the time value of financial options and guarantees, policyholder withdrawal rates vary in line with the emerging investment conditions according to management’s expectations.
d Expense assumptions
Expense levels, including those of service companies that support the Group’s long-term business operations, are based on internal expense analysis investigations and are appropriately allocated to acquisition of new business and renewal of in-force business. Exceptional expenses are identified and reported separately.
Corporate expenditure for Group Head Office, to the extent not allocated to the PAC with-profits fund, Asia development and Regional Head Office expenses are charged to EEV basis results as incurred. No adjustment is made to the embedded value of covered business.
e Inter-company arrangements
The EEV results for covered business incorporate the effect of the reinsurance arrangement of non-profit immediate pension annuity liabilities of SAIF to PRIL. In addition, the analysis of free surplus and value of in-force business takes account of the impact of contingent loan arrangements between Group companies.
f Taxation and other legislation
Current taxation and other legislation have been assumed to continue unaltered except where changes have been announced and the relevant legislation passed.
g Asset management and service companies
The value of future profits or losses from asset management and service companies that support the Group’s covered businesses are included in the profits for new business and the in-force value of the Group’s long-term business.
4 Accounting presentation
a Analysis of profit before tax
To the extent applicable, presentation of the EEV profit for the year is consistent with the basis that the Group applies for analysis of IFRS basis profits before shareholder taxes between operating and non-operating results. Operating results reflect the underlying results of the Group’s continuing operations including longer-term investment returns. Operating results include the impact of routine changes of estimates and non-economic assumptions. Non operating results comprise short-term fluctuations in investment returns, the shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes, the mark to market value movements on core borrowings and the effect of changes in economic assumptions and changes in the time value of cost of options and guarantees.
330 Prudential plc Annual Report 2008
b Operating profit
Investment returns, including investment gains, in respect of long-term insurance business are recognised in operating results at the expected long-term rate of return. For the purpose of calculating the longer-term investment return to be included in the operating results of UK operations, where equity holdings are a significant proportion of investment portfolios, values of assets at the beginning of the reporting period are adjusted to remove the effects of short-term market volatility.
For the purposes of determining the long-term returns for debt securities of shareholder-backed operations, a risk margin charge is included which reflects the expected long-term rate of default based on the credit quality of the portfolio. For Jackson, interest-related realised gains and losses are amortised to the operating results over the maturity period of the sold bonds and for equity-related investments, a long-term rate of return is assumed, which reflects the aggregation of risk-free rates and equity risk premium. For US variable annuity separate account business, operating profit reflects the expected longer-term rate of return with the excess or deficit of the actual return recognised within non-operating profit, together with the related hedging activity.
For UK annuity business, rebalancing of the asset portfolio backing the liabilities to policyholders may from time to time take place to align it more closely with the internal benchmark of credit quality that management applies. Such rebalancing will result in a change in the risk adjusted yield on the assets used to determine the valuation interest rate for calculating the carrying value of policyholder liabilities. Operating profit includes the effect of rebalancing the portfolio calibrated to investment conditions at
31 December 2006 i.e. prior to the exceptional spread widening in 2007 and 2008. Non-operating profit incorporates the effect of rebalancing calibrated by reference to changes to credit spreads since 31 December 2006.
c Pension costs
Profit before tax
Movements on the shareholders’ share of surplus (to the extent not restricted by IFRIC 14) and deficits of the Group’s defined benefit pension schemes adjusted for contributions paid in the year are recorded within the income statement. Consistent with the basis of distribution of bonuses and the treatment of the estate described in notes 2d and 2e, the shareholders’ share incorporates 10 per cent of the proportion of the surpluses or deficits attributable to the PAC with-profits fund. The surplus or deficit is determined by applying the requirements of IAS 19.
Actuarial gains and losses
Actuarial gains and losses comprise:
• The difference between actual and expected return on the scheme assets; • experience gains and losses on scheme liabilities;
• the impact of altered economic and other assumptions on the discounted value of scheme liabilities; and • the movement in estimates of deficit funding requirements.
These items are recorded in the income statement but, consistent with the IFRS basis of presentation, are excluded from operating results.
d Effect of changes in economic assumptions and time value of cost of options and guarantees
Movements in the value of in-force business caused by changes in economic assumptions and the time value of cost of options and guarantees resulting from changes in economic factors are recorded in non-operating results.
e Results for asset management operations
The results of the Group’s asset management operations include the profits from management of internal and external funds. For EEV basis reporting, Group shareholders’ other income is adjusted to deduct the expected margin for the year on management of covered business. The deduction is on a basis consistent with that used for projecting the results for covered business. Group operating profit accordingly includes the variance between actual and expected profit in respect of covered business.
f Capital held centrally for Asian operations
Previously, for the purpose of presentation of the Group’s operating results, the return on capital held centrally to back the economic capital requirements for the Taiwan life business has been allocated to the operating result for Asian operations with a consequent reduction in Group shareholders’ other income for EEV basis reporting. In the 2008 results this approach has no longer been applied. The presentation of the 2007 comparative results has been adjusted accordingly, as explained in note 6(ii)(b).
g Taxation
The EEV profit for the year for covered business is in most cases calculated initially at the post-tax level. The post-tax profit is then grossed up for presentation purposes at the effective rate of tax. In general, the effective rate corresponds to the corporation tax rate on shareholder profits of the business concerned.
331
Financial statements EEV
Notes on the EEV basis supplementary information continued
h Foreign currency translation
Foreign currency profits and losses have been translated at average exchange rates for the year. Foreign currency assets and liabilities have been translated at year end rates of exchange. The purpose of translating the profits and losses at average exchange rates, notwithstanding the fact that EEV profit represents the incremental value added on a discounted cash flow basis, is to maintain consistency with the methodology applied for IFRS basis reporting.
The principal exchange rates applied are:
Closing rate at
Average
Closing rate at
Average
Opening rate
Local currency: £
31 Dec 2008
for 2008
31 Dec 2007
for 2007
at 1 Jan 2007
Hong Kong 11.14 14.42 15.52 15.62 15.22
Japan 130.33 192.09 222.38 235.64 233.20
Malaysia 5.02 6.15 6.58 6.88 6.90
Singapore 2.07 2.61 2.87 3.02 3.00
Taiwan 47.28 58.24 64.56 65.75 63.77
US 1.44 1.85 1.99 2.00 1.96
The exchange movements in 2008 and 2007 recorded within the movements in shareholders’ equity (and for 2008, in note 16) for long-term business and other operations comprise amounts in respect of:
2008 £m 2007 £m
Long-term business operations:
Asian operations 1,170 80
US operations 1,264 (53)
2,434 27
Other operations (primarily reflecting US$ denominated holding company borrowings
and hedge positions) (424) 37
Total 2,010 64
32 Prudential plc Annual Report 2008
5 Premiums, operating profit and margins from new business
Annual premium and Present value of new
a Premiums and contributionsnote i contribution equivalents business premiums
Single Regular (APE) (PVNBP)
2008 £m 2007 £m 2008 £m 2007 £m 2008 £m 2007 £m 2008 £m 2007 £m
Asian operations
China note iii 63 45 32 24 38 29 230 167
Hong Kong 507 501 154 117 205 167 1,612 1,196
India (Group’s 26% interest) 60 26 202 177 208 180 747 728
Indonesia 94 118 167 109 176 121 649 494
Japan 115 122 30 22 42 34 217 214
Korea 78 179 211 241 219 259 1,097 1,267
Malaysia 28 41 99 78 102 82 570 472
Singapore 341 593 78 67 112 126 961 1,047
Taiwan 153 132 189 218 204 231 1,037 1,121
Other 18 36 54 55 56 58 188 200
Total Asian operations 1,457 1,793 1,216 1,108 1,362 1,287 7,308 6,906
US operations
Fixed annuities 1,724 573 – – 172 57 1,724 573
Fixed index annuities 501 446 – – 50 45 501 446
Variable annuities 3,491 4,554 – – 349 455 3,491 4,554
Life 7 7 24 19 25 20 230 158
Guaranteed Investment Contracts 857 408 – – 86 41 857 408
GIC – Medium Term Notes 337 527 – – 34 53 337 527
Total US operations 6,917 6,515 24 19 716 671 7,140 6,666
UK insurance operations
Product summary
Internal vesting annuities 1,600 1,399 – – 160 140 1,600 1,399
Direct and partnership annuities 703 842 – – 70 84 703 842
Intermediated annuities 497 555 – – 50 56 497 555
Total individual annuities 2,800 2,796 – – 280 280 2,800 2,796
Income drawdown 75 34 – – 8 3 75 34
Equity release 242 156 – – 24 16 242 156
Individual pensions 115 38 3 1 14 5 124 42
Corporate pensions 221 283 88 84 110 112 645 737
Unit-linked bonds 109 243 – – 11 24 109 243
With-profit bonds 869 297 – – 87 30 869 297
Protection – – 6 5 6 5 38 26
Offshore products 551 434 4 4 59 47 573 455
PruHealthnote iv – – 16 13 16 13 146 107
Total retail retirement 4,982 4,281 117 107 615 535 5,621 4,893
Corporate pensions 227 198 116 115 139 135 653 604
Other products 132 190 21 25 34 44 219 276
DWP rebates 153 143 – – 15 14 153 143
Total mature life and pensions 512 531 137 140 188 193 1,025 1,023
Total retail 5,494 4,812 254 247 803 728 6,646 5,916
Wholesale annuities note ii 1,417 1,799 – – 142 180 1,417 1,799
Credit life 18 21 – – 2 2 18 21
Total UK insurance operations 6,929 6,632 254 247 947 910 8,081 7,736
Channel summary
Direct and partnership 2,352 2,385 215 212 450 451 3,268 3,313
Intermediated 2,990 2,284 39 35 338 263 3,226 2,460
Wholesale note ii 1,434 1,820 – – 144 182 1,434 1,820
6,776 6,489 254 247 932 896 7,928 7,593
DWP rebates 153 143 – – 15 14 153 143
Total UK operations 6,929 6,632 254 247 947 910 8,081 7,736
Group total 15,303 14,940 1,494 1,374 3,025 2,868 22,529 21,308
333
Financial statements EEV
Notes on the EEV basis supplementary information continued
5 Premiums, operating profit and margins from new business continued
Notes i The tables shown above are provided as an indicative volume measure of transactions undertaken in the reporting period that have the potential to generate profits for shareholders. The amounts shown are not, and not intended to be, reflective of premium income recorded in the IFRS income statement.
Annual premiums and contribution equivalents are calculated as the aggregate of regular new business amounts and one-tenth of single new business amounts. PVNBPs are calculated as equalling single premiums plus the present value of expected premiums of new regular premium business, allowing for lapses and other assumptions made in determining the EEV new business contribution. New business premiums reflect those premiums attaching to covered business, including premiums for contracts classified as investment products for IFRS basis reporting. New business premiums for regular premium products are shown on an annualised basis. Department of Work and Pensions (DWP) rebate business is classified as single recurrent business. Internal vesting business is classified as new business where the contracts include an open market option. ii The table above include for 2007 the transfer of 62,000 with-profits annuity policies from Equitable Life on 31 December 2007 with assets of approximately £1.7 billion. The transfer represented an APE of £174 million. iii Subsequent to 29 September 2007 following expiry of the previous management agreement CITIC–Prudential Life Insurance Company Ltd (CITIC-Prudential), the Group’s life operation in China, has been accounted for as a 50 per cent joint venture. Prior to this date CITIC–Prudential was consolidated as a subsidiary undertaking. All premiums for CITIC–Prudential are shown at 50 per cent on a like for like basis, reflecting the constant economic interest before and after the management changes in line with the original agreement with CITIC. iv The table above for full year 2008 and 2007 reflect the inclusion of the Group’s UK health insurance joint venture operation, PruHealth.
b Operating profit
2008 £m 2007 £m
Post-tax Post-tax
Pre-tax Tax Note 17(a)ii Pre-tax Tax Note 17(a)ii
Asian operations 741(191) 550 643(170) 473
US operationsnote i 293(103) 190 285(100) 185
UK insurance operations 273(76) 197 277(77) 200
Total 1,307(370) 937 1,205(347) 858
Note
i US Operations net of tax profit:
2008 2007
£m £m
Before capital charge 193 197
Capital charge (3) (12)
After capital charge 190 185
In determining the EEV basis value of new business written in the year the policies incept, premiums are included in projected cash flows on the same basis of distinguishing annual and single premium business as set out for statutory basis reporting.
Included within pre-tax new business profits shown in the table above are profits arising from asset management business falling within the scope of covered business of:
2008 £m 2007 £m
Asian operations 35 44
US operations 4 1
UK insurance operations 13 11
Total 52 56
334 Prudential plc Annual Report 2008
c Margins
2008 £m 2008 %
Annual Present value
premium and of new
New business premiums contribution business Pre-tax new New business margin
equivalent premiums business
Single Regular (APE) (PVNBP) contribution (APE) (PVNBP)
Asian operationsnotes i,ii 1,457 1,216 1,362 7,308 741 54 10.1
US operations 6,917 24 716 7,140 293 41 4.1
UK insurance operationsnote iii 6,929 254 947 8,081 273 29 3.4
Total 15,303 1,494 3,025 22,529 1,307 43 5.8
2007 £m 2007 %
Annual Present value
premium and of new
New business premiums contribution business Pre-tax new New business margin
equivalent premiums business
Single Regular (APE) (PVNBP) contribution (APE) (PVNBP)
Asian operationsnotes i, ii 1,793 1,108 1,287 6,906 643 50 9.3
US operations 6,515 19 671 6,666 285 42 4.3
UK insurance operationsnote iii 6,632 247 910 7,736 277 30 3.6
Total 14,940 1,374 2,868 21,308 1,205 42 5.7
New business margin
(APE) (APE)
2008% 2007 %
Asian operations:
Hong Kong 79 73
Korea 34 37
Taiwannote i 59 58
India 19 12
Chinanote ii 52 50
Indonesia 58 55
Other 72 61
Weighted average for all Asian operations 54 50
Notes i The results for Asian operations include those of the Taiwanese life operations for which the Company agreed to transfer its agency business to China Life on 20 February 2009. Details are included in note 21. ii The tables for Asian operations above reflect the inclusion of CITIC-Prudential Life Insurance Company Ltd, the Group’s life operation in China as a 50 per cent held joint venture for 2008 and 2007 reflecting the economic interest throughout both years described in note (a)iii above. Previously, for presentational purposes, the 2007 results reflected the inclusion of CITIC-Prudential as a subsidiary undertaking up to 29 September 2007 and 50 per cent thereafter following the change of management arrangement after this date, with appropriate minority interest accounting to reflect the 50 per cent economic interest. The presentation of the operating profit for 2007 has been adjusted to allocate £10 million of profit from the result for new business to business in-force to prevent distortion of the published new business margin. iii To align with the treatment in the 2008 results, the tables for UK insurance operations above for 2007 reflect the inclusion of the Group’s UK health insurance joint venture operation, PruHealth, with an APE of £13 million and PVNBP of £107 million.
335
Financial statements EEV
Notes on the EEV basis supplementary information continued
5 Premiums, operating profit and margins from new business continued
New business margins are shown on two bases, namely the margins by reference to Annual Premium and Contribution Equivalents (APE) and the Present Value of New Business Premiums (PVNBP).
In general, as described in note 2a, the use of point of sale or end of period economic assumptions is not significant in determining the new business contribution for different types of business and across financial reporting periods. However, to obtain proper measurement of the new business contribution for business which is interest rate sensitive, it is appropriate to use point of sale economic assumptions, consistent with how the business was priced. In practice, the only area within the Group where this has a material effect, particularly in light of the dislocation of markets in 2008, is for UK shareholder-backed annuity and lifetime mortgage business. The 2008 results for shareholder-backed annuity and lifetime mortgage business have been prepared on the basis of point of sale rather than end of period economic assumptions which previously applied for EEV reporting. New business profits would have been £111 million lower if end of year economic assumptions had been applied. The reduction is reflected in non-operating profit. The £111 million primarily reflects the level of credit spread widening since the point of sale. For 2007, the effect of the use of point of sale market conditions would not have been material.
New business contributions for all business represent profits determined by applying non-economic assumptions as at the end of the year.
6 Operating profit from business in force
2008 £m 2007 £m
Asian operationsnote ii
Unwind of discount and other expected returnsnote i 434 340
Changes in operating assumptionsnote iia 135 54
Experience variances and other itemsnote iib(1) 5
568 399
US operationsnote iii
Unwind of discount and other expected returns:note i
On value of in-force business and required capital 176 187
On surplus assets 57 53
Spread experience variancenote iiia 54 99
Amortisation of interest-related realised gains and losses 28 37
Changes in operating assumptionsnote iiib (17) (24)
Other (5) (10)
293 342
UK insurance operationsnote iv
Unwind of discount and other expected returnsnote i 569 592
Effect of change in UK corporate tax ratenote iva – 67
Annuity business:note iv b
Mortality strengthening –(312)
Release of margins – 312
– –
Other itemsnote ivc 195(81)
764 578
Total 1,625 1,319
Notes i For Asian operations and UK insurance operations, unwind of discount and other expected returns is determined by reference to the value of in-force business, required capital and surplus assets at the start of the year as adjusted for the effect of changes in economic and operating assumptions reflected in the current year. For the unwind of discount for UK insurance operations included in operating results based on longer-term returns a further adjustment is made. For UK insurance operations the amount represents the unwind of discount on the value of in-force business at the beginning of the year (adjusted for the effect of current year assumption changes), the expected return on smoothed surplus assets retained within the PAC with-profits fund and the expected return on shareholders’ assets held in other UK long-term business operations. Surplus assets retained within the PAC with-profits fund are smoothed for this purpose to remove the effects of short-term investment volatility from operating results. In the balance sheet and for total profit reporting, asset values and investment returns are not smoothed. For US operations the return on surplus assets is shown separately.
336 Prudential plc Annual Report 2008
ii Asian operations a Changes in operating assumptions
The effect of changes in operating assumptions represent the following:
2008 2007
£m £m
Mortality and morbiditynote 1 58 17 Expensenote 2 26 51 Persistencynote 3 36 (51) Effect of change in corporate tax ratesnote 4 15 32 Other – 5
135 54
1 The favourable effect of £58 million relating to mortality and morbidity assumption changes mainly relates to Singapore of £34 million, Taiwan of £18 million and Hong Kong of £15 million, which reflect actual experience across most products, offset by a charge in Malaysia of £(19) million which reflects negative morbidity experience on A&H products.
2 The favourable overall net effect of £26 million for expense assumption changes in 2008 mainly relates to a reduction in investment management expenses. The credit of £51 million for 2007 mainly relates to Singapore (£37 million) and Korea (£21 million) both due to increases in investment margins.
3 The favourable effect of the change in persistency assumptions of £36 million in 2008 predominately arises in Singapore of £90 million, Hong Kong of £28 million and Malaysia of £21 million which reflect altered lapse rates, arising from recent experience, offset by charges in Taiwan of £(45) million and Korea of £(44) million mainly relating to premium holidays. The charge of £(51) million for the effect of changes in persistency assumptions in 2007 mainly arise in Singapore (£(29) million) as a result of changes in a number of product related features and
updated maturity assumptions in Taiwan (£(15) million) from an increase in lapse rates, reflecting recent experience.
4 The effect of change in corporate tax rates represents the effect of incorporating the benefit arising from the reduction in the corporate tax rate in Indonesia for 2008 and in China, Malaysia and Singapore for 2007. b Experience variances and other items Experience variances and other items of a charge of £(1) million (2007: credit of £5 million) include a credit of £36 million (2007: £47 million) for favourable mortality and morbidity experience variance relating to better than expected experience across most territories, offset by a charge of £(34) million (2007: £(27) million) for expense experience variances and £(3) million (2007: £(4) million) of other charges. Also for 2007 there is a charge of £(11) million in respect of Vietnam for higher than expected investment fees payable on asset managers’ performance.
The negative expense experience variance of £(34) million for 2008 includes £(11) million arising in Korea, reflecting lower sales, and includes a charge of £(9) million for expense overruns for China which is at a relatively early stage of development, for which the expenses for new business are in excess of the target levels factored into the valuation of new business. On the basis of current plans the target level for expenses for this operation is planned to be attained in 2012. The negative experience variance in 2007 of £(27) million arose in China of £(12) million and India of £(15) million.
The 2007 comparative result has been increased by £10 million for the adjustment in respect of China (as explained in note 5c) and reduced by £(4) million for the discontinuance of the allocation of notional return on centrally held economic capital in respect of Taiwan from shareholders’ other income to the result for Asian operations as explained in note 4f. Other income is increased by an equivalent amount. Total profits are unaffected by these adjustments. iii US operations a Spread experience variance The spread assumption for Jackson is determined on a longer-term basis net of a provision for defaults, with impairment losses in excess of the provision for defaults taken through short-term fluctuations in investment returns. b Changes in operating assumptions The effect of changes in operating assumptions for US operations is as follows:
The effect of changes in operating assumptions for US operations is as follows:
2008
£m
Mortality note 1 31
Variable annuity (VA) feesnote 2 29
Effect of adjustments for certain reserves, surplus note borrowings and required capital
Interest Maintenance Reserve (IMR)note 3(10)
Variable Annuity Statutory Reservesnote 4(68)
Required Capitalnote 5 17
Surplus note borrowingsnote 6 –
Totalnote 7(61)
Other(16)
Total(17)
Notes on the EEV basis supplementary information continued
6 Operating profit from business in force continued
Notes continued
1 The effect of changes in mortality assumptions reflect lower mortality rates for life products consistent with recent experience.
2 The effect of change in assumption in respect of VA fees represents an overall increase in the level of projected advisory fees for variable annuity business.
3 The IMR is a statutory liability in respect of realised gains on the sale of bonds which, on a regulatory basis, are amortised to income over time in line with the duration of the bonds sold. The 2008 results reflect this reserve as an explicit liability, consistent with the regulatory basis which, after the effects of discounting results in a charge to embedded value of £(10) million.
4 The statutory reserves are primarily in respect of guarantees on variable annuity products in excess of the surrender value. The impact of including these amounts as explicit liabilities, consistent with the regulatory basis, after the effects of discounting, results in a charge to embedded value of £(68) million.
5 The adjustment in respect of required capital represents a current year refinement to reduce the required capital to align the amount with the required level which has been set as an amount at least equal to 235 per cent of the risk-based capital required by National Association of Insurance Commissioners at the Company Action Level, which is sufficient to meet the economic capital requirement. The decrease results in an associated benefit from a reduction in the cost of capital of £17 million.
6 The surplus note borrowings have been reflected as contributing to the capital in the net worth but with the obligation deducted from the value of in-force business, with an overall net nil effect on the embedded value.
7 The adjustments in respect of the IMR, variable annuity reserves, surplus note borrowings and required capital detailed in 3 to 6 above also resulted in a post-tax net reallocation from free surplus and required capital of £(110) million and £(137) million respectively to the value of in-force of £207 million, as detailed in note 17a. iv UK insurance operations a Effect of change in UK corporate tax rate The comparative results for 2007 of £67 million reflect the effects of the change to reduce the UK corporate tax rate from 30 per cent to 28 per cent in projecting the tax cash flows attaching to in-force business. b Annuity business For UK insurance operations there is a net nil charge or credit for the 2008 and 2007 results. However, the 2007 results for annuity business have been determined after a strengthening of explicit mortality assumptions and the release of excess margins in the aggregate liabilities that had previously been set aside as an indirect extra allowance for longevity related risks.
The overall impact of the assumption changes and release of margins for 2007 is as follows:
2007
£m
Strengthening of mortality assumptions(312)
Release of margins:
Projected benefit related 144
Investment related 82
Expense related 29
Other 57
312
0
c Other items
Other items for UK insurance operations in 2008 are in aggregate a credit of £195 million. Consistent with the methodology applied in previous years, this amount includes a credit of £118 million resulting from part of the effect of rebalancing the asset portfolio backing annuity business on the valuation interest rate for determining Pillar I liabilities. The rebalancing reflects changes to the portfolio to more closely align the credit quality with management benchmark. The £118 million effect of rebalancing included in operating profit reflects longer-term levels of credit spread evident as at 31 December 2006 i.e. prior to the exceptional credit spread widening in 2007 and 2008. The additional increase in the Pillar I valuation interest rate due to rebalancing at the credit spreads at which assets were traded in 2008 is reflected within non-operating profit together with, via the increase in discount rate, the additional allowance for credit risk for the portfolio as a whole as described in note 12. The £195 million credit also includes a cost of capital charge of £(34) million for the effect of holding the short-term credit risk reserve for statutory reporting, as described in note 3b, and releasing it over an assumed five year period. Also included in operating profit for business in-force is a credit of £56 million in respect of the release of certain annuity business reserves, a credit of £24 million in respect of the release of prior period provisions relating to Credit Life business, and a net credit of £31 million for other items.
The charge of £(81) million for 2007 includes £(13) million in respect of annual licence fee payments, £(36) million of costs associated with product and distribution development, £(14) million for expense over-runs in respect of a tariff agreement with SAIF and £(19) million for other items which includes a credit of £1 million for a positive persistency experience.
The annual licence fee payments are made by shareholder-backed subsidiaries of UK insurance operations, via a service company, to the PAC with-profits sub-fund for the right to use trademarks and for the goodwill associated with the purchase of the business of the Scottish Amicable Life Assurance Society in 1997. The licence fee arrangements run to 2017.
For 2007, the expense over-runs arising from the tariff arrangement in respect of SAIF of £14 million were borne by a service company. The arrangement was in place until the end of 2007 and was onerous to shareholders.
The 2007 comparative result has been reduced by £4 million in respect of the separate disclosure of UK general insurance commission. Total operating profit from UK insurance operations is unaffected by this adjustment.
338 Prudential plc Annual Report 2008
7 Investment return and other income
2008 £m 2007 £m
IFRS basis 89 86
Less: projected asset management result in respect of covered business incorporated in opening
EEV value of in-force business(42)(37)
EEV basis 47 49
8 Restructuring costs
Restructuring costs have been incurred as follows:
2008 £m 2007 £m
UK insurance operations 14 8
Unallocated corporate 18 12
Total 32 20
The charge of £32 million (2007: £20 million) comprises £28 million (2007: £19 million) recognised on the IFRS basis and an additional £4 million (2007: £1 million) recognised on the EEV basis for the shareholders’ share of costs incurred by the PAC with-profits fund.
9 Short-term fluctuations in investment returns
2008 £m 2007 £m
Insurance operations:
Asianote i(1,063) 226
USnote ii(1,344)(9)
UKnote iii(2,407)(42)
Other operationsnote iv(313)(1)
Total(5,127) 174
Notes
i Asian operations
2008
£m
Singapore(310)
Hong Kong(284)
Taiwan(163)
Other operations(306)
(1,063)
For Singapore and Hong Kong, the short-term fluctuations in investment returns primarily reflects the effect of substantial equity market falls on unit-linked and with-profits business. For unit-linked business, the short-term fluctuation in investment returns reflects the reduction in the value of the asset base and the consequent effect on the projection of future management fees. For with-profits business, the short-term fluctuation in investment returns reflects the difference between the shareholders’ 10 per cent interest in the value movements on the assets and the unwind of discount on the opening shareholders’ interest in the surplus.
The short-term fluctuations in investment returns for Taiwan principally reflect the equity market fall and a £(40) million value reduction for an investment in a CDO fund.
For 2007, the short-term fluctuations in investment returns for Asian operations of £226 million arose mainly from favourable equity investment performance in most territories, principally in Hong Kong of £102 million, Vietnam of £66 million and Singapore of £38 million offset by a negative fluctuation in Taiwan of £(26) million principally due to a £(30) million value reduction for an investment in a CDO fund.
339
Notes on the EEV basis supplementary information continued
9 Short-term fluctuations in investment returns continued
Notes continued ii US operations
The short-term fluctuations in investment returns for US operations primarily reflect the impact of impairment losses on debt securities and the effects on the value of variable annuity business of adverse movements in US equity markets. The fluctuations for US operations comprise the following items:
2008 2007
£m £m
Realised impairment losses:
Actual losses on fixed income securities(466)(78)
Less: Risk margin charge included in operating profit 54 48
(412)(30)
Loss due to changed expectation of profits from fees on in-force variable annuity business in future periods based
on current period equity returns, net of related hedging activity*(733)(16)
Actual less longer-term return on equity-type securities(148) 51
Other(51)(14)
(1,344)(9)
*This adjustment arises due to the market returns being lower than the assumed longer-term rate of return. This gives rise to lower than expected year end values of variable annuity assets under management with a resulting effect on the projected value of future account values and hence future profitability from altered fees. For 2008, the US equity market returns were approximately negative 38.5 per cent compared to the assumed longer-term rate of return of 5.8 per cent. iii UK insurance operations The short-term fluctuations in investment returns for UK insurance operations for 2008 arise on the following types of business:
2008
£m
With-profitsnote a
(2,083)
Shareholder-backed annuitynote b
(213)
Unit-linked and othernote c
(111)
(2,407)
Notes a For with-profits business the charge represents the negative actual investment return on the PAC with-profits fund of (19.7) per cent against an assumed rate of 6.6 per cent. b Short-term fluctuations in investment returns on shareholder-backed annuity business represent the unrealised loss on surplus assets and default experience. c The charge of £(111) million relates primarily to unit-linked business and predominantly represents the capitalised loss of future fees from the fall in market values experienced during the year.
For 2007, the short-term fluctuations in investment returns for UK insurance operations of £(42) million primarily reflects value movements on the bond holdings of PRIL’s shareholders’ funds due to the net effect of widened credit spreads and reduced interest rates together with the difference between the actual investment returns for the with-profits life fund of 7.2 per cent and the gross long-term assumed rate of 7.85 per cent. iv Other operations Short-term fluctuations in investment returns of other operations arises from:
2008
£m
Sale of investment in India mutual fund in May 2008 giving rise to a transfer to operating profit of £47 million for the
crystallised gain, and value reduction in the period, prior to sale, of £24 million(71)
Unrealised value movements on swaps held centrally to manage Group assets and liabilities(38)
Unrealised value movements, net of hedge effects, on Prudential Capital’s bond portfolio(190)
Unrealised value movements on a centrally held investment(14)
(313)
340 Prudential plc Annual Report 2008
10 Mark to market value movements on core borrowings
A 2008 £m 2007 £m
US operations 37 9
Other operations 619 214
Total 656 223
Core borrowings of the Group are marked to market value under EEV. The figures in the table above reflect the movement in the difference between market and IFRS carrying values. As the liabilities are generally held to maturity or for the long term, no deferred tax asset or liability has been established on the difference (compared to IFRS) in carrying value. Accordingly, no deferred tax charge is recorded in the results in respect of the 2008 credit of £656 million (2007: £223 million).
11 Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes
The loss of £(15) million (2007: loss of £(5) million) included within the (loss) profit before tax reflects the shareholders’ share of actuarial and other gains and losses on the Group’s defined benefit pension schemes and can be analysed as follows:
2008 £m 2007 £m
PSPS(5) –
M&G pension scheme(9) 5
Scottish Amicable pension scheme 2(10)
Taiwan(3) –
Total(15)(5)
On the EEV basis this (charge) gain includes a 10 per cent share of the actuarial gains and losses on the share attributable to the PAC with-profits fund for the Scottish Amicable Pension Scheme. Consistent with the derecognition of the Company’s interest in the underlying surplus for PSPS, under the change of accounting policy described in note 20, it is not appropriate to report actuarial gains and losses for PSPS. The other losses for PSPS of £(5) million represent the change during 2008 in the provision for the deficit funding obligation.
12 Effect of changes in economic assumptions and time value of cost of options and guarantees
The (losses) profits on changes in economic assumptions and time value of cost of options and guarantees resulting from changes in economic factors for in-force business included within the (loss) profit from continuing operations before tax (including actual investment returns) arise as follows:
2008 £m 2007 £m
Change in Change in
time value time value
Change in of cost of Change in of cost of
economic options and economic options and
assumptions guarantees Total assumptions guarantees Total
Asian operationsnote i(34) 8(26) 201 9 210
US operationsnote ii 267 11 278 81 8 89
UK insurance operationsnotes iii,iv(783)(50)(833) 466(17) 449
Total(550)(31)(581) 748 0 748
Notes i The effect of changes in economic assumptions in Asia for 2008 of a charge of £(34) million includes a negative effect in Taiwan of £(185) million reflecting a charge of £(239) million for the impact of extending the phased bond yield progression period in Taiwan out by five years from 31 December 2013 to 31 December 2018, as described in note 3, offset by the impact in other territories, mainly reflecting the reduction in risk discount rates. ii The credit for the effect of changes in economic assumptions for 2008 for US operations of £267 million primarily arises as a result of the impact of a change in the risk discount rate of £454 million, partially offset by the impact of a decrease in the variable annuity
separate account return of £(230) million, both movements reflecting the 180 bps reduction in the 10-year Treasury rate as shown in note 3b.
341
Notes on the EEV basis supplementary information continued
12 Effect of changes in economic assumptions and time value of cost of options and guarantees continued
Notes continued iii The effect of changes in economic assumptions of a charge of £(783) million for UK insurance operations comprises the effect of:
Shareholder-
backed With-profits
annuity and other
business business Total
(note a)(note b) 2008
£m £m £m
Increase (decrease) in portfolio yields 83(1,082)(999)
(Increase) decrease in risk discount rates(394) 668 274
Other changes(6)(52)(58)
(317)(466)(783)
Notes a For shareholder-backed annuity business (i.e. held in PRIL and the PAC non-profit sub-fund) the impact of the change in risk discount rate of £(394) million includes £(400) million in respect of strengthening credit risk assumptions (excluding the strengthening required in respect of the £2.8 billion rebalancing of the asset portfolios). The impact of the change in portfolio yields of £83 million includes a profit of £231 million in respect of the rebalancing, calculated by reference to changes in credit spreads since 31 December 2006. b For with-profits and other business the decrease in fund earned rates and risk discount rates primarily reflects the reduction in gilt rates of (0.85) per cent. iv The effect of changes in time value of cost of options and guarantees of a charge of £(50) million primarily relates to with-profits business reflecting the effect of the reduction in fund earned rates, as described in iii(b) above.
13 Tax attributable to shareholders’ (loss) profit
The tax (credit) charge comprises:
2008 £m 2007 £m
Tax charge on operating profit from continuing operations based on longer-term investment returns
Long-term business:note i
Asian operationsnotes ii,iii 329 252
US operations 205 197
UK insurance operationsnotes ii,iii 269 236
803 685
Other operations(38) 7
Total tax charge on operating profit from continuing operations based on longer-term investment
returns 765 692
Tax (credit) charge on items not included in operating profit
Tax (credit) charge on short-term fluctuations in investment returns(1,411) 22
Tax (credit) charge on shareholders’ share of actuarial and other gains and losses on defined
benefit pension schemes(3) 0
Tax (credit) charge on effect of changes in economic assumptions and time value of cost of
options and guarantees(122) 213
Total tax (credit) charge on items not included in operating profit from continuing operations(1,536) 235
Tax (credit) charge on (loss) profit on ordinary activities from continuing operations (including tax
on actual investment returns)note iv(771) 927
Notes i The profit for the year for covered business is in most cases calculated initially at the post-tax level. The post-tax profit for covered business is then grossed up for presentation purposes at the effective rates of tax applicable to the countries and periods concerned. In the UK, the effective rate is the UK corporation tax rate of 28 per cent which took effect from 1 April 2008. For Jackson, the US federal tax rate of 35 per cent is applied to gross up movements on the value of in-force business. Effects on statutory tax for the period affect the overall tax rate. For Asia, similar principles apply subject to the availability of taxable profits. ii Including tax relief on Asia development expenses and restructuring costs borne by UK insurance operations. iii The tax charge for 2008 includes the notional tax gross up of £4 million attaching to the change of corporate tax rate in Indonesia and in 2007 of £26 million attaching to the change of corporate tax rates in China, Malaysia, Singapore and the UK. iv The 2007 comparatives for the tax charges for continuing operations shown above exclude discontinued banking operations, which were sold on
1 May 2007.
342 Prudential plc Annual Report 2008
14 Earnings per share (EPS)
2008 £m 2007 £m
Operating EPS from continuing operations:
Operating profit before tax 2,961 2,530
Tax(765)(692)
Minority interests(5)(17)
Operating profit after tax and minority interests from continuing operations 2,191 1,821
Operating EPS from continuing operations (pence) 88.6p 74.5p
Total EPS from continuing operations:
Total (loss) profit before tax(2,106) 3,670
Tax 771(927)
Minority interests(3)(21)
Total (loss) profit after tax and minority interests from continuing operations(1,338) 2,722
Total EPS from continuing operations (pence)(54.1)p 111.3p
Average number of shares (millions) 2,472 2,445
The average number of shares reflects the average number in issue adjusted for shares held by employee trusts and consolidated unit trusts and OEICs which are treated as cancelled.
15 Shareholders’ funds – segmental analysis
2008 £m 2007 £m
Asian operations
Long-term business:note i
Net assets of operations – EEV basis shareholders’ funds 5,264 3,726
Acquired goodwillnote ii 111 111
Asset management:note iii
Net assets of operations 167 111
Acquired goodwillnote ii 61 61
5,603 4,009
US operations
Jackson (net of surplus note borrowings of £154m (2007: £147m):note iv
Shareholders’ funds before capital charge 4,357 3,689
Capital chargenote v(18)(84)
EEV basis shareholders’ funds 4,339 3,605
Broker-dealer and asset management operationsnote iii 114 81
4,453 3,686
UK operations
Long-term business operations:notes i,vi
Smoothed shareholders’ fundsnote vii 5,437 6,031
Actual shareholders’ funds less smoothed shareholders’ funds(518) 466
EEV basis shareholders’ funds 4,919 6,497
M&G:note iii
Net assets of operations 147 271
Acquired goodwillnote ii 1,153 1,153
6,219 7,921
Other operations
Holding company net borrowings at market valuenote iv(818)(873)
Other net liabilitiesnote iii(501)(143)
(1,319)(1,016)
Total 14,956 14,600
Notes on the EEV basis supplementary information continued
15 Shareholders’ funds – segmental analysis continued
Notes i A charge is deducted from the annual result and embedded value for the cost of capital supporting the Group’s long-term business operations.
This capital is referred to as encumbered capital. The cost is the difference between the nominal value of the capital and the discounted value of the projected releases of this capital allowing for investment earnings (net of tax) on the capital. Where encumbered capital is held within a with-profits sub-fund, the value placed on surplus assets in the fund is already discounted to reflect its release over time and no further adjustment is necessary in respect of encumbered capital. ii Under IFRS, goodwill is not amortised but is subject to impairment testing. Goodwill attaching to venture fund investment subsidiaries of the PAC with-profits fund that are consolidated under IFRS is not included in the table above as the goodwill attaching to these companies is not relevant to the analysis of shareholders’ funds. iii With the exception of the share of pension scheme deficit attributable to the PAC with-profits fund, which is included in ‘Other operations’ net liabilities, and the borrowings as described in note iv, the amounts shown for the items in the table above that are referenced to this note have been determined on the statutory IFRS basis. The overall pension scheme deficit, net of tax, attributable to shareholders relating to the Prudential Staff Pension and Scottish Amicable Pension Schemes is determined as shown below:
2008 2007
£m £m
IFRS basis deficit (relating to shareholder-backed operations)(31)(41)
Additional EEV deficit (relating to shareholders’ 10 per cent share of the IFRS basis deficit attributable to the PAC
with-profits fund)(6)(9)
EEV basis(37)(50)
iv Net core structural borrowings of shareholder-financed operations comprise:
Mark to EEV basis Mark to EEV basis
IFRS market value at market IFRS market value at market
basis adjustment value basis adjustment value
2008 2008 2008 2007 2007 2007
£m £m £m £m £m £m
Holding company* cash and short-term investments 1,165 – 1,165 1,456 – 1,456
Core structural borrowings – central funds(note)(2,785) 802(1,983)(2,367) 38(2,329)
Holding company net borrowings(1,620) 802(818)(911) 38(873)
Core structural borrowings – Jackson(173) 19(154)(125)(22)(147)
(1,793) 821(972)(1,036) 16(1,020)
*Including central finance subsidiaries.
Note
EEV basis holding company borrowings comprising:
2008 2007
£m £m
Perpetual subordinated capital securities (Innovative Tier 1)(513)(679)
Subordinated debt (Lower Tier 2)(737)(817)
Senior debt(733)(833)
(1,983)(2,329)
In accordance with the EEV Principles, core borrowings are carried at market value.
v In determining the cost of capital for Jackson, it has been assumed that an amount at least equal to 235 per cent of the risk-based capital required by the National Association of Insurance Commissioners (NAIC) at the Company Action Level must be retained. The related capital charge reflects the assumptions discussed in note 3b, together with the adjustments to required capital described in note 6iii.
v The proportion of surplus allocated to shareholders from the UK with-profits business has been based on the present level of 10 per cent. Future bonus rates have been set at levels which would fully utilise the assets of the with-profits fund over the lifetime of the business in force.
vii UK long-term business smoothed shareholders’ funds reflect an adjustment to the assets of the PAC with-profits fund, for the purposes of determining the unwind of discount included in operating profits, to remove the short-term volatility in market values of assets. Shareholders’ funds in the balance sheet are determined on an unsmoothed basis.
344 Prudential plc Annual Report 2008
16 Reconciliation of movement in shareholders’ funds
2008 £m
Long-term business operations
Total
UK long-term
Asian US insurance business Other Group
operations operations operations operations operations Total
Operating profit from continuing operations
(based on longer-term investment returns)
Long-term business:
New business5 741 293 273 1,307 1,307
Business in force6 568 293 764 1,625 1,625
1,309 586 1,037 2,932 2,932
Asia development expenses(26)(26)(26)
UK general insurance commission 44 44
M&G 286 286
Asian asset management operations 52 52
US broker-dealer and asset management 10 10
Curian(3)(3)
Other income and expenditure(302)(302)
Restructuring costs8(14)(14)(18)(32)
Operating profit from continuing operations based
on longer-term investment returns 1,283 586 1,023 2,892 69 2,961
Short-term fluctuations in investment returns9(1,063)(1,344)(2,407)(4,814)(313)(5,127)
Mark to market value movements on core borrowings10 37 37 619 656
Shareholders’ share of actuarial and other gains and losses on
defined benefit pension schemes11(3)(3)(12)(15)
Effect of changes in economic assumptions and time
value of cost of options and guarantees12(26) 278(833)(581) –(581)
Profit (loss) from continuing operations before tax
(including actual investment returns) 191(443)(2,217)(2,469) 363(2,106)
Tax (charge) credit attributable to shareholders’ profit (loss):13
Tax on operating profit(329)(205)(269)(803) 38(765)
Tax on short-term fluctuations in investment returns 167 492 683 1,342 69 1,411
Tax on shareholders’ share of actuarial and other gains and losses
on defined benefit pension schemes 1 1 2 3
Tax on effect of changes in economic assumptions and time value
of cost of options and guarantees(14)(97) 233 122 – 122
Total tax (charge) credit(175) 190 647 662 109 771
Minority interests 2 –(1) 1(4)(3)
Profit (loss) for the year 18(253)(1,571)(1,806) 468(1,338)
Exchange movementsnote i 1,170 1,264 – 2,434(424) 2,010
Related tax 119 119
Intra group dividends (including statutory transfer)(36)(169)(296)(501) 501 –
External dividends(453)(453)
Reserve movements in respect of share-based payments 18 18
Investment in operationsnote ii 389 – 322 711(711) –
Other transfersnote iv(3) 40(33) 4(4) –
Movement in own shares in respect of share-based payment plans 3 3
Movement on Prudential plc shares purchased by unit
trusts consolidated under IFRS(25)(25)
New share capital subscribed 170 170
Mark to market value movements on Jackson assets
backing surplus and required capital(148)(148)(148)
Net increase (decrease) in shareholders’ equity 1,538 734(1,578) 694(338) 356
Shareholders’ equity at 1 January 2008
as previously published 3,726 3,605 6,497 13,828 951 14,779
effect of adoption of principles of IFRIC 14 for accounting for
pension schemes – – – –(179)(179)
after adoption of IFRIC 14 3,726 3,605 6,497 13,828 772 14,600
Shareholders’ equity at 31 December 2008note iii,15 5,264 4,339 4,919 14,522 434 14,956
Notes on the EEV basis supplementary information continued
16 Reconciliation of movement in shareholders’ funds continued
Notes i Profits are translated at average exchange rates, consistent with the method applied for statutory IFRS basis results. The amounts recorded above for exchange rate movements reflect the difference between 2008 and 2007 exchange rates as applied to shareholders’ funds at 1 January 2008 and the difference between 31 December 2008 and average 2008 rates for profits. ii Investment in operations reflects increases in share capital. This includes certain non-cash items as detailed in note 17(b)(x). iii For the purposes of the table above, goodwill related to Asia long-term operations (as shown in note 15) is included in Other operations. iv Other transfers (from) to long-term business operations to other operations in 2008 represent:
Total
UK long-term
Asian US insurance business
operations operations operations operations
£m £m £m £m
Adjustment for net of tax asset management projected profits of
covered business(15)(3)(17)(35)
Other adjustments 12 43(16) 39
(3) 40(33) 4
Long-term business operations
Total
UK long-term
EEV basis shareholders’ equity Asian US insurance business Other Group
operations operations operations operations operations total
at 31 December 2008 £m £m £m £m £m £m
Analysed as:
Statutory IFRS basis shareholders’ equity 2,056 1,698 1,655 5,409(351) 5,058
Additional retained profit on an EEV basis 3,208 2,641 3,264 9,113 785 9,898
EEV basis shareholders’ equity 5,264 4,339 4,919 14,522 434 14,956
Comprising:
Free surplus(240) 501 186 447
Required capital 1,789 1,400 928 4,117
Value of in-force business before deduction
of cost of capital and of guarantees 4,590 2,838 4,263 11,691
Cost of capital(869)(18)(372)(1,259)
Cost of time value of guarantees(6)(382)(86)(474)
5,264 4,339 4,919 14,522
Long-term business operations
Total
UK long-term
EEV basis shareholders’ equity Asian US insurance business Other Group
operations operations operations operations operations total
at 1 January 2008 £m £m £m £m £m £m
Analysed as:
Statutory IFRS basis shareholders’ equity 1,258 2,690 1,364 5,312 750 6,062
Additional retained profit on an EEV basis 2,468 915 5,133 8,516 22 8,538
EEV basis shareholders’ equity 3,726 3,605 6,497 13,828 772 14,600
Comprising:
Free surplus 49 1,147 272 1,468
Required capital 907 1,072 891 2,870
Value of in-force business before deduction
of cost of capital and of guarantees 3,245 1,612 5,641 10,498
Cost of capital(472)(84)(251)(807)
Cost of time value of guarantees(3)(142)(56)(201)
3,726 3,605 6,497 13,828
17 Reconciliation of net worth and value of in-force business
a Summary by business unit
2008 £m
Value of
Reconciliation of net worth and value Free in-force Total
Surplus Required Total net business long-term
of in-force business for 2008note i note iv capital worth note v business Shareholders’ equity at 1 January 2008note vi 1,468 2,870 4,338 9,490 13,828
New business contribution note ii, iii (825) 472 (353) 1,290 937 Existing business – transfer to net worth 1,413 (416) 997 (997) –Expected return on existing business 53 130 183 718 901 Changes in operating assumptions and experience variances: Adjustments in respect of certain statutory reserves, required capital and surplus note borrowings note viii (187) (137) (324) 284 (40) Effect of establishment and increase in allowance for short-term credit risk under the statutory (Pillar l) reporting* (770) 41 (729) 705 (24) Other (64) 169 105 210 315 (1,021) 73 (948) 1,199 251
Changes in non-operating assumptions and experience variances and minority interests (915) 165 (750) (3,145) (3,895) (Loss) profit on ordinary activities after tax and minority interests from long-term business (1,295) 424 (871) (935) (1,806)
Exchange movements 76 823 899 1,535 2,434 Intra-group dividends (including statutory transfer) and investment in operations 342 342 (132) 210 Mark to market value movements on Jackson assets backing surplus and required capital (148) (148) (148) Other transfers to net worth note vii 4 4 4 Shareholders’ equity at 31 December 2008note vi 447 4,117 4,564 9,958 14,522
Representing: Asian operations
Shareholders’ equity at 1 January 2008 49 907 956 2,770 3,726 New business contribution (243) 42 (201) 751 550 Existing business – transfer to net worth 459 (85) 374 (374) –Expected return on existing business (8) 61 53 283 336 Changes in operating assumptions and experience variances (181) 178 (3) 71 68 Changes in non-operating assumptions and experience variances and minority interests (521) 256 (265) (671) (936)
(Loss) profit on ordinary activities after tax and minority interests from long-term business (494) 452 (42) 60 18 Exchange movements (145) 430 285 885 1,170 Intra-group dividends (including statutory transfer) and investment in operations 353 353 353 Other transfers from net worth (3) (3) (3)
Shareholders’ equity at 31 December 2008 (240) 1,789 1,549 3,715 5,264
Financial statements EEV
347
Notes on the EEV basis supplementary information continued
17 Reconciliation of net worth and value of in-force business continued a Summary by business unit continued
2008 £m
Value of
Reconciliation of net worth and value Free in-force Total
surplus Required Total net business long-term
of in-force business for 2008note i note iv capital worth note v business US operations Shareholders’ equity at 1 January 2008 1,147 1,072 2,219 1,386 3,605 New business contribution (289) 265 (24) 214 190 Existing business – transfer to net worth 379 (226) 153 (153) –Expected return on existing business 37 40 77 75 152 Changes in operating assumptions and experience variances: Adjustments in respect of certain statutory reserves, required capital and surplus note borrowings note viii (110) (137) (247) 207 (40) Other (1) (7) (8) 87 79 (111) (144) (255) 294 39 Changes in non-operating assumptions and experience variances and minority interests (606) (606) (28) (634)
(Loss) profit on ordinary activities after tax and minority interests from long-term business (590) (65) (655) 402 (253) Exchange movements 221 393 614 650 1,264 Intra-group dividends (including statutory transfer) and investment in operations (169) (169) (169) Mark to market value movements on Jackson assets backing surplus and required capital (148) (148) (148) Other transfers to net worth 40 40 40
Shareholders’ equity at 31 December 2008 501 1,400 1,901 2,438 4,339
UK insurance operations
Shareholders’ equity at 1 January 2008 272 891 1,163 5,334 6,497 New business contribution (293) 165 (128) 325 197 Existing business – transfer to net worth 575 (105) 470 (470) –Expected return on existing business 24 29 53 360 413 Changes in operating assumptions and experience variances: Adjustment in respect of certain statutory reserves note viii (77) – (77) 77 –Effect of establishment and increase in allowance for short-term credit risk under statutory (Pillar l) reporting* (770) 41 (729) 705 (24) Other 118 (2) 116 52 168 (729) 39 (690) 834 144 Changes in non-operating assumptions and experience variances and minority interests 212 (91) 121 (2,446) (2,325)
(Loss) profit on ordinary activities after tax and minority interests from long-term business (211) 37 (174) (1,397) (1,571) Intra-group dividends (including statutory transfer) and investment in operations 158 158 (132) 26 Other transfers from net worth (33) (33) (33)
Shareholders’ equity at 31 December 2008 186 928 1,114 3,805 4,919
*This adjustment reflects the reserve for short-term credit risk that was established for Pillar l reporting subsequent to the EEV full year 2007 basis results announced in March 2008 and the movement in 2008.
Notes i All figures are shown net of tax. 2008 2007 ii The movements arising from new business contribution are as follows:
£m £m
Free surplus (825) (544) Required capital 472 308 Total net worth (353) (236) Value of in-force business 1,290 1,094 Total long-term business5 937 858
348 Prudential plc Annual Report 2008
iii New business capital usage
Annual New business premium capital usage Free equivalent per £100m surplus (APE) APE note 5a
£m £m £m
Asian operations (243) 1,362 18 US operations (289) 716 40 UK insurance operations (293) 947 31 (825) 3,025 27
iv Free surplus is the market value of the net worth in excess of the capital required to support the covered business. Where appropriate, adjustments are made to the regulatory basis net worth from the local regulatory basis so as to include backing assets movements at fair value rather than cost so as to comply with the EEV principles. v Value of in-force business includes the value of future margins from current in-force business less the cost of holding encumbered capital. vi Included in the EEV basis shareholders’ funds of long-term business operations of £14,522 million (2007: £13,828 million) is £409 million (2007: £349 million) in respect of asset management business falling within the scope of covered business as follows:
2008 2007
£m £m
Asian operations 273 204 US operations 19 12 UK insurance operations 117 133
409 349
vii Other transfers from net worth
2008
Note 16iv £m
Adjustment for net of tax asset management projected profits of covered business (35) Other adjustments 39 4
viii The charge of £40 million to total EEV represents the cost of capital relating to the reallocation of certain items from net worth to the value of in-force business for US and UK operations. These adjustments related to the following items:
2008 £m Value of Total Free Required Net in-force long-term surplus capital worth business business Financial
US operations: statements Interest Maintenance Reserve (IMR) and certain statutory reserves relating to variable annuity business note 1 (404) – (404) 353 (51) Required capital note 2 137 (137) 0 11 11 Surplus note borrowings note 3 157 – 157 (157) –(110) (137) (247) 207 (40)
UK insurance operations note 4 (77) – (77) 77 –
Total (187) (137) (324) 284 (40)
1 These reserves represent additional prudent reserves recognised for local regulatory purposes and comprise reductions in free surplus of £(45) million in respect of the Interest Maintenance Reserve (IMR) and £(359) million relating to certain statutory reserves for variable annuity business. The value of in-force business reflects an increase of £38 million in respect of the IMR and £315 million in respect of the reallocation of other statutory reserves. The IMR is a statutory liability in respect of realised gains on the sale of bonds which, on a regulatory basis, are amortised to income over time, in line with the duration of the bonds sold. The statutory reserves are in respect of guarantees on variable annuity products in excess of the surrender value. Previously for EEV basis reporting, the IMR and these certain statutory variable annuity reserves were immediately released from the value of in-force business and treated as elements of free surplus. Their reallocation to the value of in-force business reflects the reinstatement of these amounts as explicit liabilities, consistent with the regulatory basis.
2 The adjustment to reduce required capital for US operations represents a current year refinement to align the amount with the required level which has been set as an amount at least equal to 235 per cent of the risk-based capital required by National Association of Insurance Commissioners at the Company Action Level, which is sufficient to meet the economic capital requirement.
3 The surplus note borrowings have been reflected as contributing to the capital in the net worth but with the obligation deducted from the value of in-force business.
4 These reserves represent additional prudent reserves recognised for local regulatory purposes. EEV
349
Notes on the EEV basis supplementary information continued
17 Reconciliation of net worth and value of in-force business continued
b Group analysis of underlying business activity
The following analysis shows the movement in embedded value arising from the Group’s underlying business activity and the effects of the current extraordinary market conditions.
Free Required Value Total surplus capital Net of in-force long-term note ii note iii worth business business
Groupnote i £m £m £m £m £m
Underlying movement
New business (825) 472 (353) 1,290 937 Business in force – expected transfer 1,413 (416) 997 (997) – – unwind of discount, effects of changes in operating assumptions, operating experience variances and other operating items note vii (11) 299 288 928 1,216 577 355 932 1,221 2,153 Investment movements and economic effects: UKIO additional allowance for short-term credit risk note iv (770) 41 (729) 705 (24) Jackson impairment losses in excess of longer term expected returns net of defaults (268) 0 (268) 0 (268) Other investment movements and effect of changes in economic assumptions note v (647) 165 (482) (3,145) (3,627) (1,685) 206 (1,479) (2,440) (3,919) Net cash flows to parent company note viii (166) 0 (166) (132) (298) Other items note ix 253 686 939 1,819 2,758 Net movement (1,021) 1,247 226 468 694 Balance at 1 January 2008 1,468 2,870 4,338 9,490 13,828 Balance at 31 December 2008 447 4,117 4,564 9,958 14,522
Notes i All figures are shown net of tax. ii Free surplus is the market value of the net worth in excess of the capital required to support the covered business. Where appropriate adjustments are made to the regulatory basis net worth from the local regulatory basis so as to include backing assets movements at fair value rather than cost so as to comply with the EEV principles. iii Prudential has based required capital on its internal targets for economic capital subject to it being at least the local statutory minimum requirements, as described in note 2b. iv The increase in UKIO credit provisions reflects the allowances explained in note 3. v Other investment movements and effect of changes in economic assumptions represent:
Free Required Value Total surplus capital Net of in-force long-term note ii note iii worth business business
£m £m £m £m £m
Other investment movements note vi (681) (27) (708) (2,496) (3,204) Effect of changes in economic assumptions note vii 34 192 226 (649) (423) (647) 165 (482) (3,145) (3,627)
vi Investment movements primarily reflect temporary market movements on the portfolio of investments held by the Group’s shareholder-backed operations together with the shareholders’ 10 per cent interest in the value movements on the assets in the with-profits funds. vii The underlying movement in free surplus includes £85 million for the effect of rebalancing the asset portfolio for UK annuity business, as described in note 6iv c. The effect of changes in economic assumptions on free surplus includes a credit of £166 million in respect of rebalancing as described in note 12. viii Net cash flows to or from parent company reflect the flows for long-term business operations as included in the holding company cash flow at transaction rate.
350 Prudential plc Annual Report 2008
Notes continued ix Other items represent:
Free Required Value Total surplus capital Net of in-force long-term note ii note iii worth business business
£m £m £m £m £m
Exchange movements17a 76 823 899 1,535 2,434 Mark to market value movements on Jackson assets backing surplus and required capital (148) – (148) – (148) Othernote x 325 (137) 188 284 472 253 686 939 1,819 2,758
x The effect of other items on total embedded value of £472 million primarily relate to the impact on free surplus of an intra-group capital adjustment in respect of UK insurance operations of £320 million, an adjustment for funds loaned to the parent company of £133 million from Singapore and an adjustment of £50 million to reflect the cash flows to parent company at year end rates of exchange, consistent with the closing embedded value.
Also included is a net overall charge of £(40) million for the reallocation of certain statutory reserves for UK insurance and US operations, an adjustment to required capital and the reallocation of surplus note borrowings for US operations. The effect of these adjustments is a decrease in free surplus of £(187) million, a reduction in required capital of £(137) million and an increase in the value of in-force business of £284 million.
18 Expected transfer of value of in-force business to free surplus
The discounted value of in-force business and required capital at 31 December 2008 can be reconciled to the analysis of free surplus crystallisation as follows:
2008
£m
Required capital17 4,117 Value of in-force (VIF)17 9,958 Add: cost of time value of guarantees16 474 Other items (181) 14,368
Other items includes the deduction of the value of the shareholders’ interest in the Estate, the value of which is derived by increasing final bonus rates so as to exhaust the estate over the lifetime of the in-force with-profits business. This is an assumption to give an appropriate valuation. To be conservative this item is excluded from the value of the Estate from the expected free surplus generation profile below. Offset against this value are amounts treated as capital for regulatory purposes (and hence treated as capital for net worth purposes) but which are deducted in full against the VIF (i.e. the full undiscounted value). Financial Cash flows are projected on a certainty equivalent basis and are discounted at the appropriate risk discount rate. The statements modelled cash flows use the same methodology underpinning the Group’s embedded value methodology reporting and so is subject to the same assumptions and sensitivities.
The table below shows how the VIF generated by the in-force business at 31 December 2008 and the associated required capital is modelled as emerging into free surplus over future years.
Expected period of conversion of future post tax distributable earnings and required capital flows to free surplus
£m £m £m £m £m £m
Asian operations 5,373 1,746 1,150 859 564 1,054 US operations 4,374 2,415 1,167 460 180 152 UK insurance operations 4,621 2,297 975 600 389 360 Total 14,368 6,458 3,292 1,919 1,133 1,566 100% 45% 23% 13% 8% 11%
EEV
351
Notes on the EEV basis supplementary information continued
19 Sensitivity of results to alternative assumptions
a Sensitivity analysis – economic assumptions
The tables below show the sensitivity of the embedded value as at 31 December 2008 (31 December 2007) and the new business contribution after the effect of encumbered capital for 2008 and 2007 to:
• One per cent increase in the discount rates;
• one per cent increase and decrease in interest rates, including all consequential changes (assumed investment returns for all asset classes, market values of fixed interest assets, risk discount rates); • one per cent rise in equity and property yields;
• 10 per cent fall in market value of equity and property assets (not applicable for new business contribution); and • holding company statutory minimum capital (by contrast to economic capital).
In each sensitivity calculation, all other assumptions remain unchanged except where they are directly affected by the revised economic conditions.
2008 £m
Total UK long-term Asian US insurance business operations operations operations operations
New business profit for 2008
As reported5 741 293 273 1,307
Discount rates – 1% increase (88) (25) (52) (165) Interest rates – 1% increase (20) 21 (5) (4) Interest rates – 1% decrease 23 (47) 6 (18) Equity/property yields – 1% rise 30 28 15 73 Embedded value of long-term operations at 31 December 2008 As reported16 5,264 4,339 4,919 14,522
Discount rates – 1% increase (564) (170) (361) (1,095) Interest rates – 1% increase note i 0 (123) (98) (221) Interest rates – 1% decrease note i (36) 19 121 104 Equity/property yields – 1% rise 294 114 276 684 Equity/property market values – 10% fall (129) (117) (381) (627) Statutory minimum capital 513 11 5 529
2007 £m
Total UK long-term Asian US insurance business operations operations operations operations
New business profit for 2007
As reported5 643 285 277 1,205 Discount rates – 1% increase (77) (29) (36) (142) Interest rates – 1% increase (16) 5 (5) (16) Interest rates – 1% decrease 13 (18) 5 0 Equity/property yields – 1% rise 33 30 15 78
Embedded value of long-term operations at 31 December 2007
As reported16 3,726 3,605 6,497 13,828 Discount rates – 1% increase (386) (129) (534) (1,049) Interest rates – 1% increase note i (29) (120) (95) (244) Interest rates – 1% decrease note i 2 17 113 132 Equity/property yields – 1% rise 234 58 405 697 Equity/property market values – 10% fall (136) (63) (519) (718) Statutory minimum capital 315 59 8 382
352 Prudential plc Annual Report 2008
Notes i Asian operations
Embedded Interest rates value of long-term 1% 1% operations increase decrease 2008 £m £m £m
Asian operations
Established markets 3,981 (115) 151
Taiwan* (205) 126 (194) Korea 338 (7) 6
Indonesia 314 (8) 10
Other 836 4 (9) 5,264 – (36)
*Taiwan sensitivity to starting bond rate (i.e. the starting bond rate for the progression to the assumed long-term rate):
1% 1% increase decrease Embedded in the in the value at starting starting
31 Dec 2008 bond rate bond rate
£m £m £m
Taiwan (205) 154 (165)
If it had been assumed in preparing the 2008 results for Taiwan that interest rates remained at the current level of around 1.4 per cent until 31 December 2009 and the progression period in bond yields was delayed by a year so as to end on 31 December 2019, there would have been a reduction in the Taiwan embedded value of £(74) million.
Embedded Interest rates value of long-term 1% 1% operations increase decrease 2007 £m £m £m
Asian operations
Established markets 2,704 (77) 83 Taiwan* (12) 67 (91) Korea 304 (7) 7 Indonesia 180 (3) 2 Other 550 (9) 1
3,726 (29) 2 Financial *Taiwan sensitivity to starting bond rate (i.e. the starting bond rate for the progression to the assumed long-term rate): statements
1% 1% increase decrease Embedded in the in the value at starting starting
31 Dec 2007 bond rate bond rate
£m £m £m
Taiwan (12) 73 (57)
EEV
353
Notes on the EEV basis supplementary information continued
19 Sensitivity of results to alternative assumptions continued
b Sensitivity analysis – non-economic assumptions
The tables below show the sensitivity of the embedded value as at 31 December 2008 (31 December 2007) and the new business contribution after the effect of encumbered capital for 2008 and 2007 to:
• 10 per cent proportionate decrease in maintenance expenses (a 10 per cent sensitivity on a base assumption of £10 per annum would represent an expense assumption of £9 per annum);
• 10 per cent proportionate decrease in lapse rates (a 10 per cent sensitivity on a base assumption of five per cent would represent a lapse rate of 4.5 per cent per annum); and • five per cent proportionate decrease in base mortality and morbidity rates (i.e. increased longevity).
2008 £m
Total UK long-term Asian US insurance business operations operations operations operations
New business profit for 2008
As reported5 741 293 273 1,307
Maintenance expenses – 10% decrease 22 6 7 35 Lapse rates – 10% decrease 62 23 11 96 Mortality and morbidity – 5% decrease 27 6 (20) 13 Change representing effect on: Life business 27 6 – 33 Annuity business – – (20) (20) Embedded value of long-term operations at 31 December 2008 As reported16 5,264 4,339 4,919 14,522
Maintenance expenses – 10% decrease 92 45 36 173 Lapse rates – 10% decrease 194 177 80 451 Mortality and morbidity – 5% decrease 172 121 (71) 222 Change representing effect on: Life business 172 121 5 298 Annuity business – – (76) (76)
2007 £m
Total UK long-term Asian US insurance business operations operations operations operations
New business profit for 2007
As reported5 643 285 277 1,205 Maintenance expenses – 10% decrease 20 6 8 34 Lapse rates – 10% decrease 62 19 8 89 Mortality and morbidity – 5% decrease 21 4 (14) 11 Change representing effect on: Life business 21 4 – 25 Annuity business – – (14) (14)
Embedded value of long-term operations at 31 December 2007
As reported16 3,726 3,605 6,497 13,828 Maintenance expenses – 10% decrease 54 30 36 120 Lapse rates – 10% decrease 142 123 87 352 Mortality and morbidity – 5% decrease 98 74 (103) 69 Change representing effect on: Life business 98 74 9 181 Annuity business – – (112) (112)
354 Prudential plc Annual Report 2008
20 Adoption of the principles of IFRIC 14 for accounting for pension schemes
To provide consistency with the basis applied for IFRS reporting, the EEV basis results reflect adoption of the principles of IFRIC 14 for accounting for pension schemes. The impact of the adoption is as follows:
2008 £m 2007 £m
Previous Effect of Revised As Effect of After basis adoption basis published adoption change
Operating profit from continuing operations based on longer-term investment returns 2,992 (31) 2,961 2,542 (12) 2,530 Short-term fluctuations in investment returns (5,127) (5,127) 174 174 Mark to market value movements on core borrowings 656 656 223 223 Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes 17 (32) (15) 116 (121) (5) Effect of changes in economic assumptions and time value of cost of options and guarantees (581) (581) 748 748 (Loss) profit before tax (2,043) (63) (2,106) 3,803 (133) 3,670 Tax credit (charge) 754 17 771 (961) 34 (927) (Loss) profit after tax (1,289) (46) (1,335) 2,842 (99) 2,743 Discontinued operations – – 241 241 Less: minority interests (3) (3) (21) (21) (Loss) profit for the year (1,292) (46) (1,338) 3,062 (99) 2,963 Other movements in reserves 1,694 1,694 (166) (166) Shareholders’ equity at beginning of year 14,779 (179) 14,600 11,883 (80) 11,803 Shareholders’ equity at end of year 15,181 (225) 14,956 14,779 (179) 14,600
The changes reflect the aggregate of those under IFRS, as shown in note I1 to the IFRS Financial Statements, and the shareholders’ 10 per cent interest in the PAC with-profits element of the effect of the adoption of IFRIC 14 for accounting for pension schemes reflected under EEV reporting.
21 Intended sale of legacy agency book and agency force in Taiwan to China Life Insurance of Taiwan
On 20 February 2009, the Company announced that it had entered into an agreement to sell the assets and liabilities of its agency statements Financial distribution business and its agency force in Taiwan to China Life Insurance Company Ltd of Taiwan for the nominal sum of NT$1.
In addition, Prudential will invest £45 million to purchase a 9.95 per cent stake in China Life through a share placement. The business being transferred represents 94 per cent of Prudential’s in-force liabilities in Taiwan and includes Prudential’s legacy interest rate guaranteed products. The transfer is subject to regulatory approval.
After taking account of EEV shareholders’ funds at 31 December 2008 of the business and restructuring and other costs the Group’s EEV shareholders’ equity is expected to increase by approximately £90 million.
EEV
355
Notes on the EEV basis supplementary information continued
21 Intended sale of legacy agency book and agency force in Taiwan to China Life Insurance of Taiwan continued
The movement in shareholders’ EEV equity of the total Taiwan life business for 2008 comprised:
£m
Operating profit based on longer-term investment returns from:
New business 120 Business in force (16) Total 104
Short-term fluctuations in investment returns (163) Effect of changes in economic assumptions and time value of cost of options and guarantees (185) Shareholders’ share of actuarial and other gains and losses on defined benefit pension schemes (3) Loss before tax (247) Total tax 12 Minority interests 2 Loss for the financial year (233)
Investment by parent company note i 93 Exchange and other reserve movements (53) Net movement (193) Shareholders’ equity at 1 January 2008 (12) Shareholders’ equity at 31 December 2008 (205)
Note i Comprising £66 million for solvency capital and £27 million for business development.
356 Prudential plc Annual Report 2008
Statement of directors’ responsibilities in respect of the European Embedded Value (EEV) basis supplementary information
The directors have chosen to prepare supplementary In preparing the EEV supplementary information, the information in accordance with the EEV Principles issued directors have: in May 2004 by the CFO Forum of European Insurance
• Prepared the supplementary information in accordance with Companies and expanded by the Additional Guidance the EEV Principles; on European Embedded Value Disclosures issued in • identified and described the business covered by the EVM; October 2005.
• applied the EVM consistently to the covered business; When compliance with the EEV Principles is stated, those • determined assumptions on a realistic basis, having regard principles require the directors to prepare supplementary to past, current and expected future experience and to any information in accordance with the Embedded Value relevant external data, and then applied them consistently; Methodology (EVM) contained in the EEV Principles and • made estimates that are reasonable and consistent; and to disclose and explain any non-compliance with the • described the basis on which business that is not covered EEV guidance included in the EEV Principles. business has been included in the supplementary information, including any material departures from the accounting framework applicable to the Group’s financial statements.
Statements Financial
EEV
357
Independent auditor’s report to Prudential plc on the European Embedded Value (EEV) basis supplementary information
We have audited the EEV basis supplementary information Basis of audit opinion
(the supplementary information) of Prudential plc on pages We conducted our audit having regard to International
318 to 356 in respect of the year ended 31 December 2008. Standards on Auditing (UK and Ireland) issued by the Auditing The supplementary information has been prepared in Practices Board. An audit includes examination, on a test basis, accordance with the European Embedded Value Principles of evidence relevant to the amounts and disclosures in the issued in May 2004 by the CFO Forum of European Insurance supplementary information. It also includes an assessment of Companies and expanded by the Additional Guidance on the significant estimates and judgements made by the directors European Embedded Value Disclosures issued in October in the preparation of the supplementary information, and of 2005 (together the EEV Principles) using the methodology and whether the accounting policies applied in the preparation of assumptions set out on pages 322 to 330. The supplementary the supplementary information are appropriate to the Group’s information should be read in conjunction with the Group circumstances, consistently applied and adequately disclosed. financial statements which are on pages 131 to 315.
We planned and performed our audit so as to obtain all the This report is made solely to the Company in accordance information and explanations which we considered necessary with the terms of our engagement. Our audit work has been in order to provide us with sufficient evidence to give undertaken so that we might state to the Company those reasonable assurance that the supplementary information matters we have been engaged to state in this report and for is free from material misstatement, whether caused by fraud no other purpose. To the fullest extent permitted by law, we or other irregularity or error. In forming our opinion, we also do not accept or assume responsibility to anyone other than evaluated the overall adequacy of the presentation of the the Company for our audit work, for this report, or for the supplementary information. opinions we have formed.
Opinion
Respective responsibilities of directors and auditor In our opinion, the EEV basis supplementary information As described in the statement of directors’ responsibilities for the year ended 31 December 2008 has been properly on page 357, the directors’ responsibilities include preparing prepared in accordance with the EEV Principles using the the supplementary information on the EEV basis in accordance methodology and assumptions set out on pages 322 to 330. with the EEV Principles. Our responsibilities, as independent auditor, in relation to the supplementary information are established in the UK by the Auditing Practices Board, by our profession’s ethical guidance and the terms of our engagement. KPMG Audit Plc
Chartered Accountants
Under the terms of engagement we are required to report to
London the Company our opinion as to whether the supplementary information has been properly prepared in accordance with 18 March 2009 the EEV Principles using the methodology and assumptions set out on pages 322 to 330. We also report if we have not received all the information and explanations we require for this audit.
358 Prudential plc Annual Report 2008
360 Risk factors
364 Shareholder information information Additional 366 How to contact us information Additional
Additional information Risk factors
A number of factors (risk factors) affect Prudential’s operating results and financial condition and, accordingly, the trading price of its shares. The risk factors mentioned below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. The information given is as of the date of this report, is not updated, and any forward-looking statements are made subject to the reservations specified under ‘Forward-Looking Statements’(page 367).
Prudential’s businesses are inherently subject to market fluctuations and general economic conditions.
Prudential’s businesses are inherently subject to market fluctuations and general economic conditions. Uncertain or negative trends in international economic and investment climates which have adversely affected Prudential’s business and profitability could be repeated, or prolonged, or could worsen. The adverse effects of such trends, including the unprecedented market dislocation across asset classes and geographical markets witnessed since mid-2008, have been and would be felt principally through the following:
• Reduced investment returns could impair its ability to write significant volumes of new business as a result of market volatility, which would have a negative impact on Prudential’s assets under management and profit; • higher credit defaults and wider credit and liquidity spreads resulting in realised and unrealised credit losses, as recently experienced when illiquidity and credit spreads reached all-time highs;
• Prudential in the normal course of business enters into a variety of transactions, including derivative transactions, with counterparties. Failure of any of these counterparties to discharge their obligations, or where adequate collateral is not in place, could have an adverse impact on Prudential’s results; and • in certain illiquid or closed markets, determining the value at which financial instruments can be realised is highly subjective. Processes to ascertain value and estimates of value require substantial elements of judgement, assumptions and estimates (which may change over time).
Increased illiquidity also adds to uncertainty over the accessibility of financial resources and may reduce capital resources as valuations decline.
In the United Kingdom, a significant part of Prudential’s shareholders’ profit is related to bonuses for policyholders declared on its with-profits products, which are broadly based on historic and current rates of return on equity, real estate and fixed income securities, as well as Prudential’s expectations of future investment returns. For all lines of business, fluctuations in financial risk factors will affect the Company’s results. In 2008, Prudential has had to operate against a challenging background of unprecedented volatility in capital and equity markets, interest rates and widespread economic uncertainty.
In the United States, fluctuations in interest rates can affect results from Jackson National Life Insurance Company (Jackson), which has a significant spread-based business and where the majority of investments are in fixed-income securities. The spread is the difference between the rate of return Jackson is able to earn on the assets backing the policyholders’ liabilities and the amounts that are credited to policyholders in the form of benefit increases, subject to minimum crediting rates. During 2008, the US financial services industry faced an unprecedented array of challenges: the S&P 500 index fell by 38.5 per cent, government interest rates fell to historic lows, and global markets experienced a significant increase in volatility. In addition, credit markets seized and global credit spreads widened to historic levels. These factors have significantly contributed to the substantial increases in Jackson’s unrealised losses. Jackson also writes a significant amount of variable annuities that offer capital or income protection guarantees. There could be unforeseen market circumstances where the derivatives that it enters into to hedge its market risks may not fully offset its losses, and any cost of the guarantees that remain unhedged will also affect the Company’s results.
For some non unit-linked products, in particular those written in some of the Group’s Asian operations, it may not be possible to hold assets which will provide cash flows to exactly match those relating to policyholder liabilities. This is particularly true in those countries where bond markets are not developed and in certain markets such as Taiwan where regulated surrender values are set by regulators with reference to the interest rate environment prevailing at time of policy issue. This results in a mismatch due to the duration and uncertainty of the liability cash flows and the lack of sufficient assets of a suitable duration. This residual asset/liability mismatch risk can be managed but not eliminated. Where interest rates in these markets remain lower than interest rates used to calculate surrender values over a sustained period this could have an adverse impact on the Group’s reported profit.
Prudential is subject to the risk of exchange rate fluctuations owing to the geographical diversity of its businesses.
Due to the geographical diversity of Prudential’s businesses, it is subject to the risk of exchange rate fluctuations. Prudential’s international operations in the United States and Asia, which represent a significant proportion of operating profit and shareholders’ funds, generally write policies and invest in assets denominated in local currency. Although this practice limits the effect of exchange rate fluctuations on local operating results, it can lead to significant fluctuations in Prudential’s consolidated financial statements upon translation of results into pounds sterling. The currency exposure relating to the translation of reported earnings is not separately managed. Consequently, this could impact on the Group’s gearing ratios (defined as debt over debt plus shareholders’ funds). The impact of gains or losses on currency translations is recorded as a component within the statement of changes in equity.
360 Prudential plc Annual report Report 2008
Prudential conducts its businesses subject to regulation and associated regulatory risks, including the effects of changes in the laws, regulations, policies and interpretations and any accounting standards in the markets in which it operates.
Changes in government policy, legislation or regulatory interpretation applying to companies in the financial services and insurance industries in any of the markets in which Prudential operates, which in some circumstances may be applied retrospectively, may adversely affect Prudential’s product range, distribution channels, capital requirements and, consequently, reported results and financing requirements. For instance, regulators in jurisdictions in which Prudential operates may change the level of capital required to be held by individual businesses. Also these changes could include possible changes in the regulatory framework for pension arrangements and policies, the regulation of selling practices and solvency requirements. Furthermore, as a result of the recent interventions by governments in response to global economic conditions, it is widely expected that there will be a substantial increase in government regulation and supervision of the financial services industry, including the possibility of higher capital requirements, restrictions on certain types of transaction structure, and enhanced supervisory powers. The current EU Insurance Groups Directive (IGD) requires European financial services groups to demonstrate net aggregate surplus capital in excess of solvency requirements at the Group level in respect of shareholder-owned entities. The test is a continuous requirement, so that Prudential needs to maintain a somewhat higher amount of regulatory capital at the Group level than otherwise necessary in respect of some of its individual businesses to accommodate, for example, short-term movements in global foreign exchange rates, interest rates, deterioration in credit quality and equity markets. In addition, changes in the local regulatory environment of countries where this is deemed equivalent to the EU could affect the calculation of the Group’s solvency position. The application of Solvency II, the new European Union solvency framework for insurers, to international groups is still unclear and there is a risk of inconsistent application in different member states which may place Prudential at a competitive disadvantage to other European and non-European financial services groups.
Various jurisdictions in which Prudential operates have created investor compensation schemes that require mandatory contributions from market participants in some instances in the event of a failure of a market participant. As a major participant in the majority of its chosen markets, circumstances could arise where Prudential, along with other companies, may be required to make additional material contributions.
The Group’s accounts are prepared in accordance with current international financial reporting standards (IFRS) applicable to the insurance industry. The International Accounting Standards Board (IASB) introduced a framework that it described as Phase I that permitted insurers to continue to use the statutory basis of accounting that existed in their jurisdictions prior to January 2005. The IASB has published proposals in its Phase II discussion paper that would introduce significant changes to the statutory reporting of insurance entities that prepare accounts according to IFRS. It is uncertain in what form the proposals in the discussion paper will be taken forward into a definitive IFRS and when such changes might take effect.
European Embedded Value (EEV) basis results are published as supplementary information. The EEV basis is a value based reporting method for Prudential’s long-term business which is used by market analysts and which underpins a significant part of the key performance indicators used by the Company’s management for both internal and external reporting purposes. In June 2008, in an effort to improve still further the consistency and transparency of embedded value reporting, the Chief Financial Officers’ (CFO) Forum published the initial Market Consistent Embedded Value (MCEV) Principles. The CFO Forum announced on 19 December 2008, that it would be reviewing the Principles given the current turbulent markets. They acknowledged that the MCEV principles were designed during a period of relatively stable market conditions and their application could, in turbulent markets, lead to misleading results. The review may lead to changes to the published MCEV Principles or the issuance of guidance. On completion of this review, Prudential will consider its approach to them. If Prudential adopts the new Principles, this will result in a restatement of reported EEV results and change the reporting basis of future results.
The resolution of several issues affecting the financial services industry could have a negative impact on Prudential’s reported results or on its reputation or on its relations with current and potential customers.
Prudential is, and in the future may be, subject to legal and regulatory actions in the ordinary course of its business, both in the United Kingdom and internationally. This could be a review of business sold in the past under previously acceptable market practices at the time such as the requirement in the United Kingdom to provide redress to certain past purchasers of pension and mortgage endowment policies, changes to the tax regime affecting products and regulatory reviews on products sold and industry practices, including in the latter case businesses it has closed.
Regulators particularly, but not exclusively, in the United States and the United Kingdom are moving towards a regime based on principles-based regulation which brings an element of uncertainty. These regulators are increasingly interested in the approach that product providers use to select third-party distributors. In some cases product providers can be held responsible for the deficiencies of third-party distributors. In the United States, federal and state regulators have focused on, and continue to devote substantial attention to, the mutual fund, fixed index and variable annuity and insurance product industries. This includes new regulations in respect of the suitability of broker-dealers’ sales of certain products. As a result of publicity relating to widespread perceptions of industry abuses, there have been numerous regulatory inquiries and proposals for legislative and regulatory reforms. In Asia, regulatory regimes are developing at different speeds, driven by a combination of global factors and local considerations. There is a risk that new requirements are retrospectively applied to sales made prior to their introduction.
Information Additional
361
Additional information Risk factors continued
Litigation and disputes may adversely affect Prudential’s profitability and financial condition.
Prudential is, and may be in the future, subject to legal actions and disputes in the ordinary course of its insurance, investment management and other business operations. These legal actions and disputes may relate to aspects of Prudential’s businesses and operations that are specific to Prudential, or that are common to companies that operate in Prudential’s markets. Legal actions and disputes may arise under contracts, regulations or from a course of conduct taken by Prudential, and may be class actions. Although Prudential believes that it has adequately provisioned in all material aspects for the costs of litigation and regulatory matters, no assurance can be provided that such provisions are sufficient. Given the large or indeterminate amounts of damages sometimes sought, and the inherent unpredictability of litigation and disputes, it is possible that an adverse outcome could, from time to time, have an adverse effect on Prudential’s results of operation or cash flows.
Prudential’s businesses are conducted in highly competitive environments with developing demographic trends and Prudential’s continued profitability depends on its management’s ability to respond to these pressures and trends.
The markets for financial services in the United Kingdom, United States and Asia are highly competitive, with several factors affecting Prudential’s ability to sell its products and its continued profitability, including price and yields offered, financial strength and ratings, range of product lines and product quality, brand strength and name recognition, investment management performance, historical bonus levels, developing demographic trends and customer appetite for certain savings products. In some of its markets Prudential faces competitors that are larger, have greater financial resources or a greater market share, offer a broader range of products or have higher bonus rates or claims-paying ratios. Further, heightened competition for talented and skilled employees with local experience, particularly in Asia, may limit the Group’s potential to grow its business as quickly as planned.
Within the United Kingdom, Prudential’s principal competitors in the life insurance market include many of the major retail financial services companies including, in particular, Aviva, Legal & General, Lloyds Banking Group and Standard Life. Jackson’s competitors in the United States include major stock and mutual insurance companies, mutual fund organisations, banks and other financial services companies such as AIG, AXA, Hartford, Lincoln National, MetLife and TIAA-CREF. In Asia, the Group’s main regional competitors are international financial companies, including AIG, Allianz, AXA, ING and Manulife. In a number of markets, local companies have a very significant market presence.
Prudential believes competition will intensify across all regions in response to consumer demand, technological advances, the impact of consolidation, regulatory actions and other factors. Prudential’s ability to generate an appropriate return depends significantly upon its capacity to anticipate and respond appropriately to these competitive pressures.
Downgrades in Prudential’s financial strength and credit ratings could significantly impact its competitive position and hurt its relationships with creditors or trading counterparties.
Prudential’s financial strength and credit ratings, which are used by the market to measure its ability to meet policyholder obligations, are an important factor affecting public confidence in most of Prudential’s products, and as a result its competitiveness. Changes in methodologies and criteria used by rating agencies could result in downgrades that do not reflect changes in the general economic conditions or Prudential’s financial condition. Downgrades in Prudential’s ratings could have an adverse effect on its ability to market products and retain current policyholders. In addition, the interest rates Prudential pays on its borrowings are affected by its debt credit ratings, which are in place to measure Prudential’s ability to meet its contractual obligations. Prudential’s long-term senior debt is rated as A2 (stable outlook) by Moody’s, A+ (stable outlook) by Standard
& Poor’s and AA– (stable outlook) by Fitch.
Prudential’s short-term debt is rated as P-1 by Moody’s, A-1 by Standard & Poor’s and F1+ by Fitch.
Prudential Assurance Company’s (PAC’s) financial strength is rated Aa1 (rating under review for possible downgrade) by Moody’s, AA+ (negative outlook) by Standard & Poor’s and AA+ (stable outlook) by Fitch.
Adverse experience in the operational risks inherent in Prudential’s business could have a negative impact on its results of operations.
Operational risks are present in all of Prudential’s businesses, including the risk of direct or indirect loss resulting from inadequate or failed internal and external processes, systems and human error or from external events. Prudential’s business is dependent on processing a large number of complex transactions across numerous and diverse products, and is subject to a number of different legal and regulatory regimes. In addition, Prudential outsources several operations, including in the United Kingdom a significant part of its back office and customer-facing functions as well as a number of IT functions. In turn, Prudential is reliant upon the operational processing performance of its outsourcing partners.
Further, because of the long-term nature of much of
Prudential’s business, accurate records have to be maintained for significant periods. Prudential’s systems and processes incorporate controls which are designed to manage and mitigate the operational risks associated with its activities. For example, any weakness in the administration systems or actuarial reserving processes could have an impact on its results of operations during the effective period. Prudential has not experienced or identified any operational risks in its systems or processes during 2008, or which have subsequently caused, or are expected to cause, a significant negative impact on its results of operations.
362 Prudential plc Annual report Report 2008
Adverse experience against the assumptions used in pricing products and reporting business results could significantly affect Prudential’s results of operations.
Prudential needs to make assumptions about a number of factors in determining the pricing of its products and for reporting the results of its long-term business operations. For example, the assumption that Prudential makes about future expected levels of mortality is particularly relevant for its United Kingdom annuity business. In exchange for a premium equal to the capital value of their accumulated pension fund, pension annuity policyholders receive a guaranteed payment, usually monthly, for as long as they are alive. Prudential conducts rigorous research into longevity risk, using data from its substantial annuitant portfolio. As part of its pension annuity pricing and reserving policy, Prudential United Kingdom assumes that current rates of mortality continuously improve over time at levels based on adjusted data from the Continuous Mortality Investigations (CMI) medium cohort table projections (as published by the Institute and Faculty of Actuaries). If mortality improvement rates significantly exceed the improvement assumed, Prudential’s results of operations could be adversely affected.
A further example is the assumption that Prudential makes about future expected levels of the rates of early termination of products by its customers (persistency). This is particularly relevant to its lines of business other than its United Kingdom annuity business. Prudential’s persistency assumptions reflect recent past experience for each relevant line of business. Any expected deterioration in future persistency is also reflected in the assumption. If actual levels of future persistency are significantly different from those assumed, Prudential’s results of operations could be adversely affected.
In common with other industry participants, the profitability of the Group’s businesses depends on a mix of factors including mortality and morbidity trends, policy surrender rates, investment performance, unit cost of administration and new business acquisition expense.
As a holding company, Prudential is dependent upon its subsidiaries to cover operating expenses and dividend payments.
Prudential’s insurance and investment management operations are generally conducted through direct and indirect subsidiaries. As a holding company, Prudential’s principal sources of funds are dividends from subsidiaries, shareholder-backed funds, the shareholder transfer from Prudential’s long-term funds and any amounts that may be raised through the issuance of equity, debt and commercial paper. Certain of the subsidiaries are regulated and therefore have restrictions that can limit the payment of dividends, which in some circumstances could limit the Group’s ability to pay dividends to shareholders.
Prudential operates in a number of markets through joint ventures and other arrangements with third-parties. These arrangements involve certain risks that Prudential does not face with respect to its consolidated subsidiaries.
Prudential operates, and in certain markets is required by local regulation to operate, through joint ventures. Prudential’s ability to exercise management control over its joint venture operations and its investment in them depends on the terms of the joint venture agreements, in particular, the allocation of control among, and continued co-operation between, the joint venture participants. Prudential may also face financial or other exposure in the event that any of its joint venture partners fails to meet its obligations under the joint venture or encounters financial difficulty. In addition, a significant proportion of the Group’s product distribution is carried out through arrangements with third-parties not controlled by Prudential and is dependent upon continuation of these relationships. A temporary or permanent disruption to these distribution arrangements could affect Prudential’s results of operations.
Prudential’s Articles of Association contain an exclusive jurisdiction provision.
Under Prudential’s Articles of Association, certain legal proceedings may only be brought in the courts of England and Wales. This applies to legal proceedings between a shareholder (in its capacity as such) against Prudential and/or its directors and/or its professional service providers. It also applies to legal proceedings between Prudential and its directors and/or Prudential and Prudential’s professional service providers that arise in connection with legal proceedings between the shareholder and such professional service provider. This provision could make it difficult for US and other non-UK shareholders to enforce their shareholder rights.
Additional information
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Additional information Shareholder information
Analysis of registered shareholder accounts
31 December 2008 % of total
Number of number of % of total shareholder shareholder number of Size of shareholding accounts accounts Number of shares shares
1,000,001 – 10,000,000 302 0.40 2,105,140,188 84.31 500,001 – 1,000,000 165 0.22 118,724,435 4.75 100,001 – 500,000 528 0.70 125,227,037 5.01 10,001 – 100,000 2,366 3.14 61,667,244 2.47 5,001 – 10,000 3,308 4.39 23,150,877 0.93 1,001 – 5,000 21,822 28.92 48,676,543 1.95
1 – 1,000 46,947 62.23 14,361,364 0.58
Total 75,438 100 2,496,947,688 100
Financial calendar
2008 final dividend – deadline for scrip dividend mandates (Irish shareholders) 30 April 2009 2008 final dividend – deadline for scrip dividend mandates (UK shareholders) 1 May 2009 Annual General Meeting 14 May 2009 Payment of 2008 final dividend 22 May 2009 Announcement of 2009 Half Yearly Results 13 August 2009 Ex dividend date 19 August 2009 Record date 21 August 2009 Payment of 2009 interim dividend 24 September 2009
Shareholder enquiries
Equiniti Limited Aspect House Spencer Road Lancing
West Sussex BN99 6DA Tel: 0871 384 2035 Fax: 0871 384 2100
Textel: 0871 384 2255 (for hard of hearing)
Calls to 0871 numbers are charged at 8p per minute from a BT landline. Other telephony providers’ costs may vary. International shareholders Tel: +44 (0) 121 415 7047
Dividend mandates
Shareholders may find it convenient to have their dividends paid directly to their bank or building society account. If you wish to take advantage of this facility, please call Equiniti and request a ‘Dividend Mandate’ form. Alternatively, you may download a form from http://www.prudential.co.uk/ prudential-plc/investors/shareholder_services/forms
Evergreen scrip dividend scheme
The Company will be offering an evergreen scrip dividend scheme in respect of the final dividend for the year ending
31 December 2008. The number of new shares each participating shareholder will be entitled to, is calculated by dividing the total cash dividend due at the record date (14 April 2009) by the scrip reference price.
The scrip reference price is calculated as the average of the middle market quotations for the Company’s shares as derived from the Daily Official List of the London Stock Exchange for the five business days commencing on 8 April 2009.
Once signed up to the evergreen scrip, shareholders will automatically receive shares for all future scrip dividends. This election can be cancelled at any time by the shareholder. Further details of the scrip dividend scheme are available on our website http://www.prudential.co.uk/prudential-plc/investors
Electronic communications
Shareholders are encouraged to elect to receive shareholder documents electronically by registering with Shareview at http://www.shareview.co.uk This will save on printing and distribution costs, creating environmental benefits. When you register, you will be sent an email notification to say when shareholder documents are available on our website and you will be provided with a link to that information. When registering, you will need your shareholder reference number which can be found on your share certificate or proxy form. Please contact Equiniti if you require any assistance or further information.
364 Prudential plc Annual report Report 2008
Share dealing services
The Company’s Registrars, Equiniti, offer a postal dealing facility for buying and selling Prudential plc ordinary shares. Please see the Equiniti address above or telephone 0871 384 2248. They also offer a telephone and internet dealing service, Shareview, which provides a simple and convenient way of selling Prudential plc shares. For telephone sales call 0871 384 2020 between 8.30am and 4.30pm, Monday to Friday, and for internet sales log on to http://www.shareview.co.uk/dealing
Sharegift
Shareholders who only have a small number of shares whose value makes it uneconomic to sell them may wish to consider donating them to ShareGift (Registered Charity 1052686). The relevant share transfer form may be obtained from our website http://www.prudential.co.uk/prudential-plc/investors/shareholder_services/forms or from Equiniti. Further information about ShareGift may be obtained on +44 (0) 20 7930 3737 or from http://www.ShareGift.org There are no implications for capital gains tax purposes (no gain or loss) on gifts of shares to charity and it is also possible to obtain income tax relief.
Irish branch register
The Company operates a branch register for Irish shareholders. All enquiries regarding Irish branch register accounts should be directed to Capita Registrars (Ireland), Unit 5, Manor Street Business Park, Manor Street, Dublin 7. Telephone: +353 1 810 2400.
American Depositary Receipts (ADRs)
The Company’s ordinary shares are listed on the New York Stock Exchange in the form of American Depositary Shares, evidenced by ADRs and traded under the symbol PUK. Each American Depositary Share represents two ordinary shares. All enquiries regarding ADR holder accounts should be directed to JP Morgan, the authorised depositary bank, at JPMorgan Chase & Co, P O Box 64504, St.Paul, MN 55164-0504, USA, telephone +1 651 453 2128 or log on to http://www.adr.com
Form 20-F
The Company is subject to the reporting requirements of the Securities and Exchange Commission (SEC) in the USA as such requirements apply to foreign companies and files its Form 20-F with the SEC. Copies of Form 20-F can be found on our website at http://www.prudential.co.uk or on the SEC’s website at http://www.sec.gov
Additional information
365
Additional information How to contact us
Prudential plc
Laurence Pountney Hill London EC4R 0HH Tel +44 (0)20 7220 7588 www.prudential.co.uk
Harvey McGrath
Chairman
Mark Tucker
Group Chief Executive
Tidjane Thiam
Chief Financial Officer
Peter Maynard
Group Legal Services Director and Company Secretary
Priscilla Vacassin
Group Human Resources Director
Stephen Whitehead
Group Communications Director
Prudential UK & Europe
3 Sheldon Square London W2 6PR Tel +44 (0) 20 7334 9000 www.pru.co.uk
Nick Prettejohn
Chief Executive
M&G
Laurence Pountney Hill London EC4R 0HH Tel +44 (0) 20 7626 4588 www.mandg.co.uk
Michael McLintock
Chief Executive
Prudential Corporation Asia
13th Floor
One International Finance Centre
1 Harbour View Street Central Hong Kong Tel +852 2918 6300 Fax +852 2525 7522 www.prudentialcorporation-asia.com
Barry Stowe
Chief Executive
Jackson National Life
1 Corporate Way Lansing Michigan 48951 United States Tel +1 517 381 5500 www.jackson.com
Clark Manning
President and Chief Executive Officer
Institutional Analyst and Investor Enquiries
Tel +44 (0) 20 7548 2007
E-mail investor.relations@prudential.co.uk
UK Register Private Shareholder Enquiries
Tel 0871 384 2035 International shareholders Tel +44 (0) 121 415 7047
Irish Branch Register Private Shareholder Enquiries
Tel +353 1 810 2400
American Depository Receipts Holder Enquiries
Tel +1 651 453 2128
Media Enquiries
Tel +44 (0) 20 7548 3706
E-mail media.relations@prudential.co.uk
366 Prudential plc Annual report Report 2008
Prudential public limited company
Incorporated and registered in England and Wales
Registered office
Laurence Pountney Hill London EC4R 0HH Registered number 1397169
www.prudential .co.uk
Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated by the Financial Services Authority (FSA).
Forward-Looking Statement
This report may contain certain ‘forward-looking statements’ with respect to certain of Prudential’s plans and its current goals and expectations relating to its future financial condition, performance, results, strategy and objectives. Statements containing the words ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’, and words of similar meaning, are forward-looking. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond Prudential’s control including among other things, UK domestic and global economic and business conditions, market related risks such as fluctuations in interest rates and exchange rates, and the performance of financial markets generally; the policies and actions of regulatory authorities, the impact of competition, inflation, and deflation; experience in particular with regard to mortality and morbidity trends, lapse rates and policy renewal rates; the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries; and the impact of changes in capital, solvency or accounting standards, and tax and other legislation and regulations in the jurisdictions in which Prudential and its affiliates operate. This may for example result in changes to assumptions used for determining results of operations or re-estimations of reserves for future policy benefits. As a result, Prudential’s actual future financial condition, performance and results may differ materially from the plans, goals, and expectations set forth in Prudential’s forward-looking statements. Prudential undertakes no obligation to update the forward-looking statements contained in this report or any other forward-looking statements it may make.
367
This Annual Report is printed on paper made from 50 per cent recycled post-consumer waste. The paper is Forest Stewardship Council (FSC) accredited. This Annual Report can be recycled.
Designed by Pauffley
Printed by royle corporate print
368 Prudential plc Annual report Report 2008
Prudential public limited company
Incorporated and registered in England and Wales Registered office Laurence Pountney Hill London EC4R 0HH
Registered number 1397169 www.prudential.co.uk
Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated by the Financial Services Authority (FSA).
Notice of Annual General Meeting 2009 and Explanation of Business
This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser.
If you have sold or otherwise transferred all your shares in Prudential plc, please forward this document, but not the enclosed Form of Proxy, as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
HARVEY MCGRATH CHAIRMAN
14 April 2009
PRUDENTIAL PLC
12 ARTHUR STREET
LONDON EC4R 9AQ
Dear Shareholder,
Annual General Meeting of Prudential plc (the Company or Prudential)
I am pleased to be writing to you with details of this year’s Annual General Meeting (the Meeting), which is to be held in The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on
14 May 2009 at 11.00am. The formal notice of the Meeting (Notice) is set out at the end of this document on pages 6 to 8.
Whether or not you propose to attend the Meeting, please complete the enclosed proxy form (Form of Proxy) in accordance with the instructions printed on the form and return it to Equiniti Limited (our registrar) as soon as possible. Our registrar must receive it by 11.00am on 12 May 2009.
I thought it might be helpful for me to say a few words below on each of the resolutions to be proposed at the Meeting.
Ordinary resolution 1: Annual Report 2008
At the 2007 annual general meeting, a resolution was passed which allows the Company to communicate with shareholders by means of its website. No action was required by shareholders unless shareholders wished to continue to receive copies of the Annual Report and other circulars by post. As explained in the documentation sent to you in 2007 (or in your welcome letter if you are a new shareholder), you will only receive a hard copy of the Annual Report if you specifically request a hard copy. If you have not made such a request, you may, however, view the Annual Report on the Company’s website by entering the following address into your internet browser: http://www.prudential.co.uk/prudential-plc/investors/financialreports/2008/ and clicking on the link to ‘Prudential plc Annual Report 2008’. Alternatively, copies of the Annual Report may also be obtained on request, free of charge, from our registrar by calling 0871 384 2035 quoting your shareholder reference number which can be found on your Form of Proxy.
The business of the Meeting will begin with a resolution to lay before members the Annual Report in respect of the year ended 31 December 2008. Shareholders will have the opportunity to put questions on the Annual Report to the directors before the resolution is proposed to the Meeting.
Ordinary resolution 2: Directors’ Remuneration Report
Shareholders will again have the opportunity to cast an advisory vote on the Directors’ Remuneration Report for the year ended 31 December 2008.
The Report is set out in full on pages 102 to 127 of the Annual Report 2008.
Ordinary resolution 3: Election of Harvey McGrath as a director
Shareholders will be asked to elect me as a director following my appointment as a director by the Board with effect from 1 September 2008. Brief biographical details are included in Appendix 1 to this document and in the Annual Report 2008. I was appointed Chairman of the Board with effect from 1 January 2009.
This resolution will be proposed at the Meeting by James Ross, the senior independent non-executive director.
Prudential plc, Laurence Pountney Hill, London EC4R 0HH.
Incorporated and registered in England and Wales. Registered Office as above. Registered number 1397169.
Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated by the Financial Services Authority (FSA).
Ordinary resolutions 4 to 6: Re-election of directors
In line with the Company’s current Articles of Association (Current Articles) and the provisions of the Combined Code, all directors must retire as directors at least every three years, and therefore Mark Tucker, Michael McLintock and Nick Prettejohn will retire and stand for re-election. Brief biographical details of directors standing for re-election are included in Appendix 1 to this document and in the Annual Report 2008. Following the announcement on 19 March 2009 that Mark Tucker intends to step down as Group Chief Executive on
30 September 2009, Mark will cease to be a director with effect from that date.
The Board unanimously recommends the re-election of Mark Tucker, Michael McLintock and Nick Prettejohn.
Ordinary resolutions 7 and 8: Re-appointment of auditor
Shareholders will be asked to confirm the re-appointment of KPMG Audit Plc as the Company’s auditor to hold office until the conclusion of the next annual general meeting and to grant authority to the directors to determine its remuneration.
Ordinary resolution 9: Declaration of final dividend for 2008
Shareholders will be asked to approve the payment of a final dividend of 12.91 pence per ordinary share for the year ended 31 December 2008, as recommended by the directors. If you approve the recommended final dividend, it will be payable on 22 May 2009 to all shareholders on the register of members at the close of business on the record date, 14 April 2009.
Ordinary resolutions 10 and 11: Authority to allot ordinary shares
At last year’s annual general meeting, shareholders passed a resolution giving the directors authority to allot ordinary shares in the Company. That power will expire at the conclusion of this year’s Meeting. Accordingly, the Notice includes a resolution to renew this authority.
In line with previous annual authorities to allot ordinary shares, resolution 10 is proposed to authorise the directors to allot ordinary shares up to an aggregate nominal value of £41,611,000 (representing 832,220,000 ordinary shares in the Company), which is approximately one-third of the issued ordinary share capital of the Company as at 27 March 2009, the latest practicable date prior to publication of this Notice.
In line with recent guidance issued by the Association of British Insurers, resolution 11 is proposed to give directors additional authority in the case of a rights issue to allot ordinary shares in favour of ordinary shareholders up to an aggregate nominal amount equal to £83,223,000 (representing 1,664,460,000 ordinary shares) less the nominal amount of any shares issued under resolution 10. This amount (before any reduction) is approximately two-thirds of the issued ordinary share capital of the Company as at 27 March 2009, the latest practicable date prior to publication of this Notice.
The directors have no immediate plans to make use of these authorities, with the exception of issues of further ordinary shares in accordance with the Company’s obligations under its various executive and employee share plans and its scrip dividend scheme. This renewed authority, which complies with institutional investment guidelines, will replace the existing authority in respect of ordinary shares and will expire at the earlier of
30 June 2010 (the last date by which the Company must hold an annual general meeting in 2010) or the conclusion of the annual general meeting of the Company in 2010.
Ordinary resolution 12: Renewal of authority to allot preference shares
At the 2004 annual general meeting, shareholders passed a resolution giving the directors authority to allot preference shares. That authority will expire at the conclusion of this year’s Meeting and it is proposed to authorise the directors to allot Sterling Preference Shares up to a maximum nominal value of £20 million (representing two billion Sterling Preference Shares in the Company), to allot Dollar Preference Shares up to a maximum nominal value of US$20 million (representing two billion Dollar Preference Shares in the Company), and to allot Euro Preference Shares up to a maximum nominal value of ¤20 million (representing two billion Euro Preference Shares in the Company). The renewal of this authority is primarily sought to preserve the Company’s ability to structure hybrid capital issues which it might decide to make based on future financing needs and market conditions. The directors have no immediate plans to make use of this authority, which will expire in five years from the date of this resolution.
Special resolution 13: Renewal of authority for disapplication of pre-emption rights
At last year’s annual general meeting, shareholders passed a special resolution giving the directors authority to allot equity securities for cash without first being required to offer such securities to existing shareholders in proportion to their existing holding, by the limited disapplication of Section 89 of the Companies Act 1985. That power will expire at the conclusion of this year’s Meeting. Accordingly, the Notice includes a resolution to renew this authority.
This authority only extends (apart from rights issues) to the issue of ordinary shares, including the sale of any ordinary shares held in treasury in accordance with the provisions of The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003. As at 27 March 2009, the Company held no treasury shares.
The authority is sought for a maximum nominal value of £6,242,000 (representing 124,840,000 ordinary shares in the Company), which is approximately five per cent of the total issued ordinary share capital of the Company as at 27 March 2009. As regards to rights issues, the directors believe the mechanics and delay of the procedure under Section 89 are unduly restrictive and are therefore also seeking continuation of its disapplication in these circumstances. This renewed authority, which complies with institutional investment guidelines, will expire at the earlier of 30 June 2010 (the last date by which the Company must hold an annual general meeting in 2010) or the conclusion of the annual general meeting of the Company in 2010.
The directors confirm their intention to adhere to the provisions in the Principles of the Pre-Emption Group’s Statement regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5 per cent should not take place without prior consultation with shareholders. The directors also confirm that usage of the authority has not exceeded 7.5 per cent over the last three years.
Special resolution 14: Renewal of authority for purchase of own shares
The directors consider that there may be circumstances in which it would be desirable for the Company to purchase its own shares in the market. Although the directors have no immediate plans to make such purchases, they would like to be able to act if circumstances arose in which they considered such purchases to be desirable. Purchases would only be made if their effect would be to increase earnings per share and they would be for the benefit of shareholders generally.
Accordingly, this resolution is proposed to authorise the Company to make market purchases of its ordinary shares up to a maximum nominal value of £12,484,000 (representing 249,680,000 ordinary shares which is approximately 10 per cent of the Company’s issued share capital as at 27 March 2009) at prices not exceeding 105 per cent of the average middle market quotations as derived from the Daily Official List of the London Stock Exchange for the shares for the five business days before the purchase is made.
Following the introduction of The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003, companies are now permitted to retain any of their own shares which they have purchased as treasury shares with a view to possible re-issue at a future date, rather than cancelling them as had previously been required by legislation. If the Company were to purchase any of its own ordinary shares, it would consider holding them as treasury shares, pursuant to the authority conferred by this resolution. This would enable the Company to re-issue treasury shares quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base. The directors have no immediate plans to exercise this authority, which will expire at the earlier of the conclusion of the annual general meeting of the Company in 2010 or 18 months from the date of this resolution.
Special resolution 15: Amendments to Articles of Association – Companies Act 2006
We are asking shareholders to approve a number of amendments to the Current Articles to take account of changes in English company law brought about by the Companies Act 2006. The Companies Act 2006 is being implemented in phases with the final phase coming into force on 1 October 2009. Accordingly the resolution adopting the proposed Articles of Association (the New Articles) will only become effective on 1 October 2009 when all the provisions of the Companies Act 2006 are in force.
An explanation of the main differences between the Current Articles and the New Articles is set out in Appendix 2. Other differences, which are of a minor, technical or clarifying nature, have not been noted in Appendix 2. A copy of the New Articles showing all the differences between the Current Articles and the New Articles is available for inspection, as noted on page 14 of this document, and is available on the Company’s website: http://www.prudential.co.uk/prudential-plc/investors/agminfo/2009/.
Special resolution 16: Notice for general meetings
The Shareholder Rights Directive is intended to be implemented in the UK in August this year. One of the requirements of the Directive is that all general meetings must be held on 21 days’ notice unless shareholders agree to a shorter notice period. We are currently able to call general meetings (other than annual general meetings) on 14 days’ notice. We are proposing a resolution at the Meeting so that we can continue to be able to do so after the Directive is implemented. The approval will be effective until the Company’s next annual general meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a general meeting on 14 days' notice after August 2009.
Recommendation
The directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all proposed resolutions, as the directors intend to do in respect of their own beneficial holdings.
Action to be taken
Appointment of a proxy
If you are unable to attend and vote at the Meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf. There are three methods of appointing a proxy:
(a) by completing, signing and returning the enclosed Form of Proxy in the envelope provided;
(b) by logging onto www.sharevote.co.uk; or if you have a portfolio registered with our registrar by logging onto www.shareview.co.uk; or
(c) if you are a member of CREST, by using the CREST electronic proxy appointment service.
Please read the notes to the enclosed Form of Proxy which give further details about these different methods and the deadlines by which your appointment of a proxy must reach our registrar. Completion of a Form of Proxy, or the appointment of a proxy electronically, will not stop you from attending the Meeting and voting in person should you so wish.
Notice of the Meeting
The Notice is set out on pages 6 to 8.
Yours sincerely
Harvey McGrath
Chairman
Notice of Annual General Meeting 2009
Prudential plc (the Company), incorporated and registered in England and Wales (registered number 1397169), gives notice that the Annual General Meeting of the Company for the year 2009 (the Meeting) will be held in the Churchill Auditorium at The Queen Elizabeth II
Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2009 at 11.00am for the transaction of the following business.
You will be asked to consider and pass the resolutions below. Resolutions 13 to 16 (inclusive) will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. All other resolutions will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
The Meeting will begin by considering and, if thought fit, passing the following resolutions as ordinary resolutions:
1. To receive and consider the Directors’ Report and the Financial Statements for the year ended
31 December 2008 with the related Auditor’s Report;
2. To approve the Directors' Remuneration Report for the year ended 31 December 2008;
3. To elect Harvey McGrath as a director;
4. To re-elect Mark Tucker as a director;
5. To re-elect Michael McLintock as a director;
6. To re-elect Nick Prettejohn as a director;
7. To re-appoint KPMG Audit Plc as the Company’s auditor until the conclusion of the next general meeting at which the Company’s accounts are laid;
8. To authorise the directors to determine the amount of the auditor's remuneration;
9. To declare a final dividend of 12.91 pence per ordinary share of the Company for the year ended
31 December 2008, which shall be payable on
22 May 2009 to shareholders on the register of members at the close of business on 14 April 2009;
Renewal of authority to allot ordinary shares
10. THAT, without prejudice to any other authority conferred on the directors by or pursuant to Article 12 of the Company’s Articles of Association, the authority conferred on the directors by Article 12 of the Company’s Articles of Association to allot generally and unconditionally relevant securities (as defined in Section 80 of the Companies Act 1985) be renewed in respect of ordinary shares for a period expiring at the earlier of 30 June 2010 (the last date by which the Company must hold an annual general meeting in 2010) or the conclusion of the annual general meeting of the Company in 2010 and for that period the section 80 amount in respect of the Company's ordinary shares shall be £41,611,000;
Additional authority to allot ordinary shares for rights issues
11. THAT the Board be authorised to allot relevant securities (as defined in the Companies Act 1985) comprising equity securities (as defined in the Companies Act 1985) up to a nominal amount of £83,223,000 (after deducting from such limit any relevant securities allotted under resolution 10 above) in connection with an offer by way of a rights issue: (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to apply until the earlier of 30 June 2010 (the last date by which the Company must hold an annual general meeting in 2010) or the conclusion of the annual general meeting of the Company in 2010 but so that the Company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends and the Board may allot relevant securities under any such offer or agreement as if the authority had not ended; and
Renewal of authority to allot preference shares
12. THAT, without prejudice to any other authority conferred on the directors, the authority conferred on the directors by Article 12 of the Company’s Articles of Association to allot generally and unconditionally preference shares denominated in Sterling, Dollar or Euro be renewed for a period expiring five years from the date of this resolution and for that period the section 80 amount in respect of the Company’s preference shares shall be £20 million in respect of the Sterling Preference Shares, US$20 million in respect of the Dollar Preference Shares and ¤20 million in respect of the Euro Preference Shares.
The Meeting will then consider and, if thought fit, pass the following resolutions as special resolutions: Renewal of authority for disapplication of pre-emption rights
13. THAT the directors be and are hereby authorised to allot equity securities (within the meaning of Section 94 of the Companies Act 1985) for cash pursuant to the power conferred on the directors by Article 13 of the Company’s Articles of Association and for this purpose allotment of equity securities shall include a sale of relevant shares as provided in Section 94(3A) of that Act as if Section 89(1) of that Act did not apply to such allotment provided that (i) the maximum aggregate nominal amount of equity securities that may be allotted or sold pursuant to the authority under Article 13(b) is £6,242,000 and (ii) the authority conferred by this resolution shall expire at the earlier of 30 June 2010 (the last date by which the Company must hold an annual general meeting in 2010) or the conclusion of the annual general meeting of the Company in 2010 and so that in connection with an allotment of shares pursuant to Article 13(a) the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
Renewal of authority for purchase of own shares
14. THAT the Company be and is hereby generally and unconditionally authorised, pursuant to Article 58 of the Company’s Articles of Association and in accordance with Section 166 of the Companies Act 1985 to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of five pence each in the capital of the Company provided that: (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 249,680,000; (b) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is contracted to be purchased; (c) the minimum price (exclusive of expenses) which may be paid for each ordinary share is five pence; (d) further provided that this authority shall, unless renewed, varied or revoked prior to such time, expire at the earlier of the conclusion of the annual general meeting of the Company in 2010 or 18 months from the date of this resolution, save that the Company may before such expiry make a contract or contracts to purchase ordinary shares under the authority hereby conferred which would or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts as if the power conferred hereby had not expired; and (e) all ordinary shares purchased pursuant to said authority shall be either: a. cancelled immediately upon completion of the purchase; or b. be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Companies Act 1985;
Amendments to Articles of Association –Companies Act 2006
15. THAT with effect from 00.01 on 1 October 2009: (a) the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006, are to be treated as part of the Company’s Articles of Association; and (b) the Articles of Association produced to the Meeting and initialled by the Chairman of the Meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association; and
Notice for general meetings
16. THAT a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days’ notice.
Other business
To transact any other business appropriate to be dealt with at an annual general meeting.
By order of the Board of directors
Peter Maynard
Company Secretary Prudential plc Laurence Pountney Hill London EC4R 0HH
Registered in England and Wales. No. 1397169
14 April 2009
Notes to Notice of Meeting
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Where more than one proxy is appointed, members must specify the number of shares each proxy is entitled to exercise. A proxy need not be a shareholder of the Company.
2. Members' attention is drawn to the Form of Proxy accompanying this Notice. A proxy may be appointed by any of the following methods:
– Completing and returning the enclosed Form of Proxy;
– Electronic proxy appointment by logging onto the Equiniti website www.sharevote.co.uk Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, which are printed on the face of the accompanying Form of Proxy. Full details of the procedures are given on the website. Alternatively, if you have already registered with Equiniti’s on-line portfolio service Shareview, you can submit your proxy by logging onto your portfolio at www.shareview.co.uk and clicking on the link to vote under your Prudential holding details. Instructions are given on the website; or
– If you are a member of CREST, by using the CREST electronic appointment service.
IMPORTANT: Whichever method you choose, your instructions or Form of Proxy must be received by the Company's registrar no later than 11.00am on 12 May 2009.
3. If you are a registered shareholder and do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact the Company’s registrar, Equiniti on 0871 384 2035.
4. To be valid any Form of Proxy or other instrument appointing a Form of Proxy must be received by post or (during normal business hours only) by hand at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZP no later than 11.00am on Tuesday 12 May 2009.
5. The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder attending the Meeting and voting in person if he/she wishes to do so.
6. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights
(a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1, 2, 3 and 4 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by registered shareholders of the Company.
8. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.00pm on 12 May 2009 (or, in the event of any adjournment, 6.00pm on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
9. As at 27 March 2009 (being the latest practicable day prior to the publication of this Notice) the Company’s issued share capital consists of 2,496,947,688 ordinary shares, carrying one vote each. Therefore, the total number of voting rights in the Company as at
27 March 2009 is 2,496,947,688. The Company does not hold any shares in treasury. The issued share capital of the Company as at the date of the Meeting will be announced at the Meeting.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual.
CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by 11.00am on 12 May 2009.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
14. The Company will continue its practice of calling a poll on all resolutions at the Meeting. The voting results, which will include all votes cast for and against each resolution at the Meeting, and all proxies lodged prior to the Meeting which will include votes cast for and against each resolution, will be announced at the Meeting and published on the Company's website as soon as practicable after the Meeting. The Company will also disclose the number of votes withheld at the Meeting and on its website. This practice provides shareholders present with sufficient information regarding the level of support and opposition to each resolution, and ensures all votes cast either at the Meeting or through proxies are included in the result.
Shareholders will again be given the opportunity to put questions to the Board on matters relating to the Group’s operation and performance.
15. In order to facilitate voting by multiple corporate representatives at the Meeting, arrangements will be put in place at the Meeting so that (i) if a corporate shareholder has appointed the Chairman of the Meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the Meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the Meeting but the corporate shareholder has not appointed the Chairman of the Meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Letters of Representation should clearly state the rights of corporate representatives to attend, speak or vote at the Meeting as the case may be, as the Company will follow the wording in such letters and no corporate representatives will be permitted to vote unless the Letter of Representation specifies this entitlement. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (i) above. In particular, the Company notes the recommendation of the Institute of Chartered Secretaries and Administrators that corporate shareholders intending to vote part(s) of their shareholdings in different ways appoint proxies rather than corporate representatives.
Documents available for inspection
Copies of the following documents will be available for inspection during normal business hours at Laurence Pountney Hill, London EC4R 0HH, the registered office of the Company, on Mondays to Fridays (public holidays excepted) from the date of this Notice and at the place of the Meeting, The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE, from 10.45am on 14 May 2009 until the conclusion of the Meeting: – copies of the service contracts and details of other benefits between the Prudential Group and the executive directors; – copies of the letters of appointment and details of other benefits between the Company and the non-executive directors; – a copy of the letter of appointment and details of other benefits between the Company and the Chairman; and – a copy of the proposed new Memorandum and Articles of Association of the Company, and a copy of the existing Memorandum and Articles of Association of the Company marked to show the changes being proposed in resolution 15.
Appendix 1 – Biographies of directors standing for election and re-election
Harvey McGrath
Chairman and Chairman of the Nomination Committee
Harvey McGrath has been an independent non-executive director of Prudential since 1 September 2008, and became Chairman and Chairman of the Nomination Committee on 1 January 2009. Harvey has a long and distinguished career in the international financial services industry. He started his career at Chase Manhattan Bank in London and New York. From 1980 to 2007 he worked for Man Group plc starting as Treasurer, then Finance Director, then President of Man Inc. in New York, before being appointed as Chief Executive of Man Group in London in 1990, and then Chairman in 2000. He left Man Group in 2007.
Harvey is also Chairman of the London Development Agency, which works for the Mayor of London, coordinating economic development and regeneration across the capital, and Vice Chairman of the London Skills and Employment Board, which is tasked with developing a strategy for adult skills in London. He is the former Chairman of both London First and the East London Business Alliance, and a Member of the International Advisory Board of the School of Oriental and African Studies.
Harvey is a trustee of a number of charities including New Philanthropy Capital, a research based charity which gives advice and guidance to donors and charities; the Royal Anniversary Trust which operates the Queen’s Anniversary Prizes for Higher and Further Education; ISS, which protects the rights and welfare of children and vulnerable adults across borders; icould, an online careers resource; and the Prince’s Teaching Institute, which promotes subject based professional development for teachers.
Mark Tucker ACA Group Chief Executive (until 30 September 2009)
Mark Tucker was re-appointed as an executive director of Prudential in May 2005, when he also became Group Chief Executive. From May 2004 to March 2005, he was Group Finance Director, HBOS plc and a director of Halifax plc. Previously, Mark was an executive director of Prudential from 1999 to 2003, and from 1993 to 2003 he was Chief Executive of Prudential Corporation Asia, and also held senior positions in Prudential's businesses in the UK and US. Mark first joined Prudential in 1986, having previously been a tax consultant at PriceWaterhouse UK in London.
Michael McLintock Executive director
Michael McLintock has been an executive director of Prudential since September 2000. He is also Chief Executive of M&G, a position he held at the time of M&G's acquisition by Prudential in 1999. Michael joined M&G in 1992. He previously also served on the board of Close Brothers Group plc as a non-executive director (2001-2008). Since October 2008 he has been a Trustee of the Grosvenor Estate.
Nick Prettejohn Executive director
Nick Prettejohn has been an executive director of Prudential and Chief Executive, Prudential UK & Europe since January 2006. He is also a board member of the ABI, Chairman of the Financial Services Practitioner Panel (having previously been Deputy Chairman), and a board member of the Royal Opera House. Previously, he was Chief Executive of Lloyd's of London from 1999 until 2005. Nick joined the Corporation of Lloyd's in 1995 as Head of Strategy, and played a key role in the Reconstruction and Renewal process, which reorganised Lloyd's after the losses of the late 1980s and early 1990s. Following the successful completion of the reorganisation in 1996, he became Managing Director of Lloyd's Business Development Unit and in 1998, he also assumed responsibility for Lloyd's North America business unit. Prior to his appointment to Lloyd's, Nick was responsible for corporate strategy at National Freight Corporation plc, and prior to that he was a partner at management consultants Bain and Co and a director of private equity company Apax Partners.
Appendix 2 – Explanatory notes of principal changes to the Company’s Articles of Association
It is proposed in resolution 15 to adopt new Articles of Association (the New Articles) in order to update the Company’s current Articles of Association (the Current Articles) primarily to take account of changes in English company law brought about by the Companies Act 2006. The principal changes introduced in the New Articles are summarised in this Appendix 2. Other changes, which are of a minor, technical or clarifying nature and also some more minor changes which merely reflect changes made by the Companies Act 2006 have not been noted in this Appendix 2. The New Articles marked to show all the changes to the Current Articles are available for inspection, as noted on page 11 of this document and are available from the Company’s website: http://www.prudential.co.uk/prudential-plc/investors/ agminfo/2009/.
The Company’s objects
The provisions regulating the operations of the Company are currently set out in the Company’s Memorandum and Articles of Association. The Company’s Memorandum contains, among other things, the objects clause which sets out the scope of the activities the Company is authorised to undertake. This is drafted to give a wide scope.
The Companies Act 2006 significantly reduces the constitutional significance of a company’s memorandum. The Companies Act 2006 provides that a memorandum will record only the names of the original subscribers and the number of shares each subscriber agreed to take in the company. Under the Companies Act 2006 the objects clause and all other provisions which are currently contained in a company’s memorandum will be deemed to be contained in a company’s articles of association unless the company passes a special resolution to the contrary. Further the Companies Act 2006 states that unless a company’s articles provide otherwise, a company’s objects are unrestricted. This abolishes the need for companies to have objects clauses. The Company is proposing to remove its objects clause together with all other provisions of its Memorandum which, by virtue of the Companies Act 2006, are to be treated as forming part of the Company’s
Articles of Association as of 1 October 2009 to allow it to have the widest possible scope for its activities. Resolution 15(a) confirms the removal of these provisions for the Company. As the effect of this resolution will be to remove the statement currently in the Company’s Memorandum of Association regarding limited liability the New Articles also contain an express statement regarding the limited liability of shareholders.
Authorised share capital and unissued shares
The Companies Act 2006 abolishes the requirement for a company to have an authorised share capital. A consequence of resolution 15(a) would be the removal of this limitation from the Company’s constitution and the New Articles reflect this. Directors will still be limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Companies Act 2006, save in respect of employee share schemes.
Redeemable shares
At present, if a company wishes to issue redeemable shares, it must include in its articles the terms and manner of redemption. The Companies Act 2006 enables directors to determine such matters instead provided they are so authorised by the company’s articles. The New Articles contain such an authorisation.
At the Company’s 2004 Annual General Meeting, the Company obtained authority to allot preference shares, which authority it is seeking to renew at this meeting. The directors have no immediate plans to make use of this authority, though it may at its sole discretion opt to do so pursuant to convertible debt instruments it issued in 2004. Certain terms of the unissued preference shares, including terms of redemption, are set out in the Current Articles. To permit the Board the maximum flexibility offered by the Companies Act 2006, these provisions have not been included in the New Articles. In the event such preference shares were to be allotted, the Board would attach appropriate rights in accordance with the Companies Act 2006 and the terms of the debt instruments.
Authority to purchase own shares, consolidate and sub-divide shares, and reduce share capital
Under the law currently in force a company requires specific enabling provisions in its articles to purchase its own shares, to consolidate or sub-divide its shares and to reduce its share capital or other undistributable reserves as well as shareholder authority to undertake the relevant action. The Current Articles include these enabling provisions. Under the Companies Act 2006 a company will only require shareholder authority to do any of these things and it will no longer be necessary for articles to contain enabling provisions. Accordingly, the relevant enabling provisions have been removed in the New Articles.
Use of seals
A company currently requires authority in its articles to have an official seal for use abroad. After 1 October 2009 such authority will no longer be required. Accordingly, the relevant authorisation has been removed in the New Articles.
For consistency with the Companies Act 2006 changes to the execution of documents by companies, the New Articles provide an alternative option for affixing a seal. Under the New Articles, when the seal is affixed to a document it may be signed by one authorised person in the presence of a witness, whereas previously the requirement was for signature by either a director and the secretary or two directors or such other person or persons as the directors may approve.
Vacation of office by directors
The Current Articles specify the circumstances in which a director must vacate office. The New Articles update these provisions to reflect the approach taken on mental and physical incapacity in the model articles for public companies produced by the Department for Business, Enterprise and Regulatory Reform.
Suspension of registration of share transfers
The Current Articles permit the directors to suspend the registration of transfers. Under the Companies Act 2006 share transfers must be registered as soon as practicable. The power in the Current Articles to suspend the registration of transfers is inconsistent with this requirement. Accordingly, this power has been removed in the New Articles.
Change of name
Currently, a company can only change its name by special resolution. Under the Companies Act 2006 a company will be able to change its name by other means provided for by its articles. To take advantage of this provision, the New Articles enable the directors to pass a resolution to change the Company’s name.
Prudential public limited company
Incorporated and registered in England and Wales
Registered office:
Laurence Pountney Hill London EC4R 0HH Registered number: 1397169 Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated by the Financial Services Authority (FSA) www.prudential.co.uk
Prudential plc
Annual General Meeting 2009 (the Meeting)
Attendance Card
Tear along this line
Prudential plc (the Company)
2008 final dividend and evergreen scrip dividend
The timetable for the 2008 final dividend is as follows:
19 March 2009 Announcement of 2008 full year results and final dividend
8 April 2009 Ordinary shares quoted ex-dividend
14 April 2009 Record date for the 2008 final dividend
17 April 2009 Calculation of scrip reference price which is expected to be based on the average price from 8 April 2009 to 16 April 2009 and will be displayed on the Company’s website
1 May 2009 Final date for receipt of Scrip Dividend Mandate Form for the 2008 final dividend
21 May 2009 Share certificates for scrip dividend, and dividend warrants posted by First Class post
22 May 2009 Dividend payment date, where applicable CREST member accounts are credited with new shares and cash
22 May 2009 First day of dealing in the new shares
Shareholders who have elected to receive the scrip dividend will receive shares instead of cash for the 2008 final dividend unless the election is cancelled in accordance with the terms of the Evergreen Scrip Dividend Scheme which are set out in the Evergreen Scrip Dividend Booklet.
Shareholders who have not elected and wish to join the Evergreen Scrip Dividend Scheme should download and complete a Scrip Dividend Mandate Form (a Mandate) from our website. It can be accessed directly at the following address: http://www.prudential.co.uk/prudential-plc/investors/shareholder_services/forms/. A Mandate can only be made in respect of your entire holding of shares in the capital of the Company. If you have submitted a Mandate but the directors decide not to offer the scrip dividend alternative in respect of any particular dividend a cash dividend will be paid to you in the usual way.
Any completed Mandate should be sent to the Company’s registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to be received by no later than 5.00pm on 1 May 2009. All Mandates received after this date will receive a cash dividend for the 2008 final dividend, but will participate in all future scrip dividends. The Evergreen Scrip Dividend Booklet, which explains the procedures and the terms of the Evergreen Scrip Dividend Scheme, can also be viewed and downloaded from our website. It can be accessed directly at the following address: http://www.prudential.co.uk/ prudential-plc/investors/shareholder_services/forms/. You may also obtain an Evergreen Scrip Dividend Booklet and Mandate in hard copy from the Company’s registrar by calling 0871 384 2268. Elections can be cancelled by written notice to the Company’s registrar.
You are reminded that the price of shares can go down as well as up. For your protection, the directors may (and absent mitigating circumstances intend to) cancel your Mandate and pay a cash dividend instead, if the middle market quotation as derived from the Daily Official List of the London Stock Exchange for the Company’s ordinary shares on 1 May 2009 has fallen by 15 per cent or more from the scrip reference price calculated on 17 April 2009.
Prudential plc
Annual General Meeting 2009
To be held at: The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2009 at 11.00am.
Refreshments will be available from 10.30am and after the Meeting.
Special arrangements have been made to help shareholders who are in any way physically disabled or those who are hard of hearing.
By underground The nearest tube stations are St James’s Park and Westminster on the District and Circle lines. Westminster is also on the Jubilee line.
By bus Bus routes 24, 11 and 211 all stop nearby.
Please bring this Attendance Card with you to the Meeting.
Queen Elizabeth II Conference Centre
St James’s Park
Westminster
Birdcage Walk Great George Street Westminster Bridge
Main entrance
Parliament Square
Petty France
Tothill Street
St James’s Park
Victoria Station
Westminster Abbey
River Thames
Houses of Parliament
The The Queen Queen Elizabeth Elizabeth II II Conference Conference Centre, Centre operates Broad Sanctuary, a security Westminster, system. London SW1P 3EE Cameras and recording devices are not permitted in the auditorium.
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Annual report mailing
At the 2007 annual general meeting, a resolution was passed which allows the Company to communicate with shareholders by means of a website. The communications card sent with the 2007 proxy form (or in your welcome letter if you are a new shareholder) enabled shareholders to choose either (i) to continue to receive hard copies of the documentation sent to shareholders (including the Annual Report) or (ii) to receive a notification by post (or email if you have consented to receipt of notifications by electronic means) informing you that the documents are available on the Company’s website. If you did not send us either a completed communications card or the tear-off slip on the welcome letter, you were deemed in accordance with the Companies Act 2006 to have agreed to viewing the documents on the website and you would have not received an Annual Report with this mailing. The Annual Report can be accessed directly at the following address: http://www.prudential.co.uk/prudential-plc/ investors/financialreports/2008/. We believe that using website communications will be of benefit to those shareholders who do not wish to be burdened with long documents, and to the Company, as it represents a considerable saving in printing and distribution costs. In addition, by reducing unnecessary printing, it will benefit the environment.
If you wish to change your instructions to receive future notifications by email rather than post, you can register at www.shareview.co.uk. Hard copy Annual Reports can be requested by calling the Company’s registrar, Equiniti Limited on 0871 384 2035.
Electronic proxy appointment
A proxy may also be appointed electronically as follows:
Electronic proxy appointment
An electronic proxy appointment may be made by logging onto Equiniti Limited’s website www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, the three sets of numbers printed at the top of page 4. Full details of the procedures are given on the website. Alternatively, if you have already registered with Equiniti Limited’s on-line portfolio service Shareview, you can submit your proxy by logging onto your portfolio at www.shareview.co.uk, and clicking on the link to vote under your Prudential holding details. Instructions are given on the website.
Electronic voting through CREST
If you are a CREST member, you may use the CREST electronic proxy appointment service. The CREST Proxy Instruction must be properly authenticated in accordance with CREST specifications and must contain the information required for such instructions as set out in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by our agent (ID RA19) by the latest time(s) for receipt of proxy appointments.
IMPORTANT: In any case your instructions or Form of Proxy must be received by the Company’s registrar no later than 11.00am on 12 May 2009. Please note that any instruction sent in electronic form found to contain a computer virus will not be accepted.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Further details are included on pages 9 to 11 of the Notice of Annual General Meeting 2009 and Explanation of Business.
Prudential plc (the Company)
Annual General Meeting 2009 (the Meeting)
Notes
1 If you wish to attend the Annual General Meeting at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2009 at 11.00am, please bring with you the Attendance Card. You may be asked to produce it to show you have the right to attend and speak or vote at the Meeting.
2 If you wish to vote at the Meeting but are unable to attend in person, you may appoint a proxy to exercise all or any of your rights to attend and to speak and vote on your behalf by completing the Form of Proxy overleaf. If you wish to appoint a proxy other than the Chairman, you should delete the words ‘the Chairman of the Meeting’ and enter the name of the proxy into the appropriate space on the Form of Proxy overleaf. If you sign and return the Form of Proxy with no name inserted in the box, the Chairman of the Meeting will be deemed to be your proxy.
3 You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact our registrar, Equiniti Limited, by calling 0871 384 2035 to request further Forms of Proxy. Alternatively, you may photocopy this Form of Proxy. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are entitled to act as your proxy. Please also indicate by ticking the box at the end of the Form of Proxy if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
4 A proxy need not be a member of the Company.
Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the Meeting and are aware of your voting intentions. Appointment of a proxy does not preclude a member from attending the Meeting and voting in person.
Completion of Form of Proxy
5 If you want your proxy to vote in a certain way on the resolutions specified please place a mark in the relevant boxes. If you select ‘Discretionary’ or fail to select any of the given options your proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any additional or amended resolution that is put to the Meeting.
6 The ‘Vote withheld’ option is provided to enable you to abstain on any particular resolution. However it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.
7 If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
8 The attention of joint holders is directed to the following extract from the Articles of Association of the Company: ‘In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.’
9 To appoint a proxy using the Form of Proxy overleaf, the form and any power of attorney or any other authority (or a copy of such authority certified notarially) under which it is signed must be:
— completed and signed;
— sent to Equiniti Limited using the envelope provided; and — received by Equiniti Limited not later than 48 hours before the time of the Meeting.
A corporation is requested to complete this form either by sealing it or by signing under the hand of its attorney or duly authorised officer.
Prudential plc (the Company) Annual General Meeting 2009 (the Meeting)
Form of Proxy
VOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER
Before completing this form, please read the explanatory notes on page 3.
I/We, being a member of the Company, hereby appoint the Chairman of the Meeting OR the following person (see note 2 on page 3)
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 14 May 2009 at 11.00am and at any adjournment thereof. I/We have indicated how I/we wish my/our proxy to vote on the following resolutions by marking the appropriate boxes like this . I/We further authorise my/our proxy to vote on any other resolutions that may properly be put to the Meeting as my/our proxy thinks fit. If no indication is given, the proxy will vote or abstain at his/her discretion.
Vote
For Against withheld Discretionary
1 To receive the Directors’ Report and the Financial Statements
2 To approve the Directors’ Remuneration Report
3 To elect as a director Mr H M McGrath
4 To re-elect as a director Mr M E Tucker
5 To re-elect as a director Mr M G A McLintock
6 To re-elect as a director Mr N E T Prettejohn
7 To re-appoint KPMG Audit Plc as auditor
8 To authorise the directors to determine the amount of the auditor’s remuneration
9 To declare a final dividend of 12.91 pence per ordinary share of the Company
10 Ordinary resolution: renewal of authority to allot ordinary shares
11 Ordinary resolution: additional authority to allot ordinary shares for rights issues
12 Ordinary resolution: renewal of authority to allot preference shares
13 Special resolution: renewal of authority for disapplication of pre-emption rights
14 Special resolution: renewal of authority for purchase of own shares
15 Special resolution: amendments to Articles of Association – Companies Act 2006
16 Special resolution: notice for general meetings
Please tick here if the appointment being made by this Form of Proxy is one of multiple appointments being made (see note 3 on page 3).
Signature Date
1499-021-S
Prudential plc. Incorporated and registered in England and Wales. Registered number 1397169. Registered office: Laurence Pountney Hill, London EC4R 0HH. Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated by the Financial Services Authority (FSA).
+ +
FOR AGAINST WITHHELD FOR AGAINST WITHHELD FOR AGAINST WITHHELD FOR AGAINST WITHHELD Res. 1 Res. 6 Res. 10 Res. 14 Res. 2 Res. 7 Res. 11 Res. 15 Res. 3 Res. 8 Res. 12 Res. 16 Res. 4 Res. 9 Res. 13 Res. 5 Mark box at right if you wish to give a discretionary proxy to the Chairman. PLEASE NOTE: Marking this box voids any other instructions indicated on this card for the Meeting. FOLD AND DETACH HERE Address Change Mark box and indicate changes/comments below: Date: PRUDENTIAL PLC TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”) REPRESENTING ORDINARY SHARES OF PRUDENTIAL PLC Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorised officer who should state his or her title. Sign Below
RESOLUTIONS To receive the Directors’ Report and the Financial Statements To approve the Directors’ Remuneration Report To elect as a director Mr H M McGrath To re-elect as a director Mr M E Tucker To re-elect as a director Mr M G A McLintock To re-elect as a director Mr N E T Prettejohn To re-appoint KPMG Audit Pic as auditor To authorise the directors to determine the amount of the auditor’s remuneration To declare a final dividend of 12.91 pence per ordinary share of the Company Ordinary resolution: renewal of authority to allot ordinary shares Ordinary resolution: additional authority to allot ordinary shares for rights issues Ordinary resolution: renewal of authority to allot preference shares Special resolution: renewal of authority for disapplication of preemption rights Special resolution: renewal of authority for purchase of own shares Special resolution: amendments to Articles of Association - Companies Act 2006 Special resolution: notice for general meetings Prudential plc JPMorgan Chase Bank, N.A., Depositary P.O. box 64506, st. Paul, mn 55164-0506 Voting Instruction Card JPMorgan Chase Bank, N.A. (the “Depositary”) has received advice that an Annual General Meeting (the “Meeting”) of Prudential plc (the “Company”) will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1P 3EE, on Thursday, May 14, 2009, at 11:00 a.m., for the purposes set forth on this card. If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your ADRs FOR or AGAINST or to WITHHOLD from the Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote FOR or AGAINST or to WITHHOLD from the Resolutions, as the case may be. You may include instructions to give a discretionary proxy to the Chairman. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., May 7, 2009. Only the registered holders of record at the close of business on April 9, 2009, will be entitled to execute the attached Voting Instruction Card. The signatory, a registered holder of ADRs representing Ordinary Shares of the Company, of record as of April 9, 2009, hereby requests and authorises the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares of the Company represented by such ADRs, on the Resolutions at the Meeting. These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you wish to give a discretionary proxy to the Chairman, the underlying Ordinary Shares represented by your ADRs will be voted by such person at his or her discretion. The 2008 Annual Report and Accounts is available at http://www.prudential.co.uk/prudential-plc/investors/agminfo/2009/ NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 12:00 p.m., May 7, 2009. JPMorgan Chase Bank, N.A., Depositary PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Please see reverse side for Voting Instructions. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16.
Prudential plc (the “Company”)
Annual General Meeting 2009 (the “Meeting”)
Form of Proxy—IRISH BRANCH REGISTER
PRUDENTIAL
IVC:
Before completing this form, please read the explanatory notes on reverse
I/We, being a member of the Company, hereby appoint the Chairman of the Meeting OR the following person (see note 2 on reverse)
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 14 May 2009 at 11.00am and at any adjournment thereof. I/We have indicated how I/we wish my/our proxy to vote on the following resolutions by marking the appropriate boxes like this [x]. I/We further authorise my/our proxy to vote on any other resolutions that may properly be put to the Meeting as my/our proxy thinks fit. If no indication is given, the proxy will vote or abstain at his/her discretion.
For Against Vote withheld Discretionary
1. To receive the Directors’ Report and the Financial Statements
2. To approve the Directors’ Remuneration Report
3. To elect as a director Mr H M McGrath
4. To re-elect as a director Mr M E Tucker
5. To re-elect as a director Mr M G A McLintock
6. To re-elect as a director Mr N E T Prettejohn
7. To reappoint KPMG Audit Plc as auditor
8. To authorise the directors to determine the amount of the auditor’s remuneration
9. To declare a final dividend of 12.91 pence per ordinary share of the Company
10. Ordinary resolution: renewal of authority to allot ordinary shares
11. Ordinary resolution: additional authority to allot ordinary shares for rights issues
12. Ordinary resolution: renewal of authority to allot preference shares
13. Special resolution: renewal of authority for disapplication of pre-emption rights
14. Special resolution: renewal of authority for purchase of own shares
15. Special resolution: amendments to Articles of Association – Companies Act 2006
16. Special resolution: notice for general meetings
Please tick here if the appointment being made by this Form of Proxy is one of multiple appointments being made (see note 3 overleaf).
Signature
Date
Prudential plc. Incorporated and registered in England and Wales. Registered number 1397169. Registered Office: Laurence Pountney Hill, London EC4R 0HH. Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated by the Financial Services Authority (FSA).
Prudential plc (the “Company”)
Annual General Meeting 2009 (the “Meeting”)
Notes
1. The Annual General Meeting will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2009 at 11.00am. If you wish to attend please bring a copy of this Form of Proxy to act as your attendance card.
2. If you wish to vote at the Annual General Meeting but are unable to attend in person, you may appoint a proxy to exercise all or any of your rights to attend and to speak and vote on your behalf by completing the Form of Proxy overleaf. If you wish to appoint a proxy other than the chairman, you should delete the words ‘the Chairman of the Meeting’ and enter the name of the proxy into the appropriate space on the Form of Proxy overleaf. If you sign and return the Form of Proxy with no name inserted in the box, the Chairman of the Meeting will be deemed to be your proxy.
3. You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact Capita Registrars (Ireland) Limited on +3531 8102400 to request further Forms of Proxy. Alternatively, you may photocopy this Form of Proxy. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are entitled to act as your proxy. Please also indicate by ticking the box at the end of the Form of Proxy if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
4. A proxy need not be a member of the Company. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the Meeting and are aware of your voting intentions. Appointment of a proxy does not preclude a member from attending the Meeting and voting in person.
5. If you want your proxy to vote in a certain way on the resolutions specified please place a mark in the relevant boxes. If you select ‘Discretionary’ or fail to select any of the given options your proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any additional or amended resolution that is put to the Meeting.
6. The ‘Vote withheld’ option is provided to enable you to abstain on any particular resolution. However it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.
7. If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy, If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
8. The attention of joint holders is directed to the following extract from the Articles of Association of the Company: ‘In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.’
9. To appoint a proxy using the Form of Proxy overleaf, the form and any power of attorney or any other authority (or a copy of such authority certified notarially) under which it is signed must be: (i) completed and signed; (ii) sent to Capita Registrars (Ireland) Limited, Unit 5, Manor Street Business Park, Manor Street, Dublin 7; and (iii) received by Capita Registrars (Ireland) Limited not later than 5:00pm on 11 May 2009.
A corporation is requested to complete this form either by sealing it or by signing under the hand of its attorney or duly authorised officer.
2008 final dividend and evergreen scrip dividend
The timetable for the 2008 final dividend is as follows:
19 March 2009 Announcement of 2008 full year results and final dividend.
08 April 2009 Ordinary shares quoted ex-dividend.
14 April 2009 Record date for the 2008 final dividend.
17 April 2009 Calculation of scrip reference price which is expected to be based on the average price from 8 April 2009 to
16 April 2009 and will be displayed on the Company’s website.
30 April 2009 Final date for receipt of Scrip Dividend Mandate Form for the 2008 final dividend.
21 May 2009 Share certificates for scrip dividend, and dividend warrants posted.
22 May 2009 Dividend payment date.
22 May 2009 First day of dealing in the new shares.
Shareholders who have elected to receive the scrip dividend will receive shares instead of cash for the 2008 final dividend unless the election is cancelled in accordance with the terms of the Evergreen Scrip Dividend Scheme which are set out in the Evergreen Scrip Dividend Booklet (see below).
Shareholders who have not elected and wish to join the Evergreen Scrip Dividend Scheme should download and complete an Irish Branch Register Scrip Dividend Mandate Form (a “Mandate”) from our website. It can be accessed directly at the following address: http://www.prudential.co.uk/prudential-plc/investors/shareholder_services/forms/. A Mandate can only be made in respect of your entire holding of shares in the capital of the Company. If you have submitted a Mandate but the directors decide not to offer the scrip dividend alternative in respect of any particular dividend a cash dividend will be paid to you in the usual way.
Any completed Mandate should be sent to the Company’s Irish Branch Register Registrar, Capita Registrars (Ireland) Limited, Unit 5, Manor Street Business Park, Manor Street, Dublin 7 to be received by no later than 5pm on 30 April 2009. All Mandates received after this date will receive a cash dividend for the 2008 final dividend, but will participate in all future scrip dividends. The Irish Branch Register Scrip Dividend Booklet, which explains the procedures and the terms of the Evergreen Scrip Dividend Scheme, can also be viewed and downloaded from our website. It can be accessed directly at the following address: http://www.prudential.co.uk/prudential-plc/investors/shareholder_services/forms/. You may also obtain an Evergreen Scrip Dividend Booklet and Mandate in hard copy from our registrar by calling +353 1 810 2400. Elections can be cancelled by written notice to the Company’s Irish Branch Register Registrar.
You are reminded that the price of shares can go down as well as up. For your protection, the directors may (and absent mitigating circumstances intend to) cancel your Mandate and pay a cash dividend instead, if the middle market quotation as derived from the Daily Official List of the London Stock Exchange for the Company’s ordinary shares on 1 May 2009 has fallen by 15 per cent or more from the scrip reference price calculated on 17 April 2009.